SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

X    ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934
                                 (Fee Required)
                   For the fiscal year ended December 31, 1997

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
                                (No Fee Required)

                         Commission File Number: 017833
                                    GREENLAND
                                   CORPORATION
             (Exact Name of Registrant as specified in its charter)


         Nevada                                     87-0439051
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)
                                7084 Miramar Road
                               San Diego, CA 92121
              (Address and zip code of principal executive offices

                                 (619) 566-9604
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: NONE
     Securities registered pursuant to Section 12(g) of the Act: 25,000,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                        X YES o NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K  ([delta]229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form  10-K or any  amendment  to this Form 10- K. X As of April  15,  1998,  the
aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant was $1,779,593,  based upon a $0.0425 per share trading price on that
date.  Indicate  the number of shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.


   Class A Common Stock            41,872,787 Shares Outstanding
     $0.001 par value                    as of May 7, 1998
                       DOCUMENTS INCORPORATED BY REFERENCE
Certain  information  required  by Part III of this Form  10-KSB is  included by
reference to the Company's  definitive  proxy statement filed in accordance with
rule 14a-101, Schedule 14A.

     Traditional Small Business Disclosure Format (check one): Yes X No |_|


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<PAGE>

                                     PART I
Item 1.
Business
         Greenland  is a  corporation  formed on July 17, 1986 as Zebu,  Inc. On
September 11, 1994, the shareholders  approved  changing the name of the company
to Greenland Corporation. The principal place of business and general offices of
the Company are located at 7480 Miramar Road, 4th Floor,  San Diego,  California
92121, Phone (619) 566-9604, (800) 234-4226.
     In September of 1994, the Company acquired GAM Properties, Inc. ("GAM") and
has  subsequently  acquired  additional  real  estate  properties  in San Diego,
California  and Tucson,  Arizona.  In May 1997, the Company sold its interest in
its Tucson,  Arizona  property  to Natural  Born  Carvers,  Inc.  for stock.  In
December 1997, the Company sold GAM to Golden Age Homes, Inc. for stock.
         The principal  business of the Company is the development and marketing
of advanced communications  technology known as automated meter reading ("AMR"),
which  will  enable  utilities  to  automate  meter  reading  functions  via the
Company's  AirLink(TM)  system. The technology was developed  initially by Ariel
Systems,  Inc.,  which was  acquired  by  Greenland  in June  1996.  AIRLINK(TM)
AUTOMATED METER READING SYSTEM
         In 1991, engineers currently employed by the Company began research and
development on a device that could read utility meters and transmit the data for
use by utility companies in customer billing and load/resource management.

         Greenland's strategy is grounded in bringing a new class of information
gathering  and  communications  systems to the utility  industry.  Our  products
provide  significant  added  value to  utility  service  through  cost  savings,
resource management, security, and management intelligence.
         The Company  provides  products that can easily be adapted to address a
number of different  utilities  while  simultaneously  providing for  individual
customer requirements. The Company's principal target market consists of utility
providers in the U.S. and abroad.  The 1990 U.S.  Census  reports  approximately
3,100 counties in the U.S. encompassing over 101 million homes and approximately
238 million meters. There are several competitors in the automated meter reading
("AMR")  industry,  and there is  increasing  industry  demand for meter reading
automation.
         The technology  used in the AirLink system (the Company has applied for
a number of patents) is a combination of digital hardware,  radio  transmission,
and software,  that, when attached to a standard water, electric,  gas, or other
traditional  utility meter, will "read" the meter,  store the data, and transmit
it back to a  computer  for use by the  utility  company.  The  device  requires
virtually no maintenance. The need for personnel to physically read these meters
is eliminated. Additionally, the AirLink system will enable utilities to monitor
resource usage by consumers and to institute differential billing based upon use
of the resource and the time of use.

The Market
         Like telecommunications companies, utilities are going through a period
of rapid change  characterized  by  deregulation in the United States and either
deregulation or  privatization  in a number of other  countries.  While the real
race may be to develop unique products and services to capture the customer, the
bottom  line is the urgency  for  utilities  to  capitalize  on the  interactive
services that  technology is making  possible.  Utility  companies must learn to
drive cost out of their  operations  while improving  service quality and adding
new features.
         Meters, which measure the flow of resources (electricity,  natural gas,
water) are a utility's lifeline.  Automated meter reading of electric,  gas, and
water meters has the  near-term  potential  of  significantly  reducing  utility
company costs.  However,  additional features and functions may ultimately prove
more valuable to the industry.  These include:  utility load control management,
theft and tamper detection,  service interruption  detection,  and automation of
some parts of the distribution system.
         AirLink represents a "smart" network that will enable utilities to more
efficiently and effectively manage costs and service quality. It is a completely
wireless  system designed as a  communications  link between a utility and every
individual user of resources in its service area.

                                        2

<PAGE>



         As one would  expect,  the United  States  represents  the most sizable
market for delivery of essential  utility  services such as water,  electricity,
and natural gas. Accordingly,  the U.S. represents the largest single market for
meter  systems and services - over 100 million  homes  comprising  over 300
million meters.
         Market surveys show that automated meter-reading devices can be grouped
into three basic types with increasing levels of sophistication:  (1) hand-held,
(2) hard-wired, and (3) radio telemetry.
         Hand held  devices are used by meter  reading  personnel  that  replace
hand-written  data through key entry. The individual meter reader keys the meter
reading into a hand-held  recorder that places the data onto a recording  media,
such as tape, for later loading into a computer  program.  This tool  eliminates
one or more  steps in the  transcription  process,  but does  nothing to improve
meter  reading  productivity.  This  technology is currently  being  employed by
water, gas, and electric utility companies. Meter reading personnel must be able
either to see the meter face and  transfer  the reading  into a recorder,  or to
touch its face or a  special  plate  with a wand or other  reading  device.  The
primary  benefit of hand held devices is that they  eliminate  the  hand-written
recording  of meter data and  subsequent  manual  data entry into the  utility's
billing  computer.  Wand-type  devices,  however,  require a special  meter that
contains  electronic  circuitry  for the system to  function.  While this may be
viable  for  new  housing  developments,   it  is  not  practical  for  existing
communities due to the high cost associated with replacement of existing meters.
         Hard-wired  devices include  automated  meter-reading  devices that are
interfaced to existing  telephone  circuits (or other wired  connections).  This
method  represents  a  relatively  high  capital  investment  and the need for a
telephone or other  hard-wired  connection.  Devices  currently in use have been
implemented with telephone circuits to transmit data directly to a utility.  One
device uses a dial-in  technique whereby the meter dials the telephone number of
a computer  system and transmits the reading.  An  alternative  system employs a
dial-out  method whereby the utility's host computer dials the telephone  number
of the meter in order to acquire the meter data. In both systems, telephone line
charges apply.  Another system  currently in use implements a hard-wired  system
for  metering  electric  usage.  The  system  uses  a  distributed   network  of
microcomputers  to collect data from a group of  instrumented  meters.  Existing
power  lines  are  used  for  data  communications  until  the  line  reaches  a
transformer.  There are physical limitations  associated with the amount of data
that can be passed  through power lines.  However,  the system will allow remote
reading and control  functions for an electric  utility.  These systems are very
capital  intensive and require a significant  level of technical support related
to  installation  and  maintenance.   Nevertheless,   hard-wired   systems  have
advantages  over hand-held  devices since they are automated and can be accessed
at any time to obtain meter readings in support of load  management  activities.
It is potentially  very costly for a utility to install these systems due to the
complex communications, networking, and interface electronics required for meter
sensing.  In addition to the high  capital  costs,  these  systems are  somewhat
limited by the inherent  physical  constraints of the telephone system (or other
hard-wired  connection)  band width.  Timing becomes  critical in an environment
with a large  population  of  meters.  The  time  required  to  dial,  establish
communications,  transmit  data,  and close  communications  is  critical to the
effectiveness of these devices. Although they provide a potentially long service
life, they are inherently limited due to the time required to complete a reading
cycle.
         Radio  telemetry  devices,   until  recently,   have  been  limited  to
collection  of data by a mobile  platform to collect the data from meter sensing
devices  via radio  telemetry.  The basic  requirements  of these  systems to be
successful  are that (1) the system must  provide more than a single data point;
(2)  the  system  must be  non-intrusive  and  capable  of  retrofitting  to the
installed base of meters; (3) the operator interface must be designed so that it
can be easily used by existing meter reading  personnel;  (4) the system must be
reliable,  inexpensive, and capable of operating in harsh environments;  and (5)
the meter  reading unit must be capable of being  mounted to the meter in such a
way as to allow for the manual  reading of the meter in case of system  failure.
Unfortunately,  existing  systems have not met these  requirements  in total.  A
major  disadvantage  is that meter reading  personnel must still be used for the
data   collection   process.   Notwithstanding   the   reduction   in  personnel
requirements,  staff must be retrained and  re-deployed to serve the system from
vehicles  designed to interact with the communication of data from each meter to
the collection  point(s). A second major disadvantage is that these systems have
not been designed to adequately function in all conditions (i.e. in sunlight, or
harsh weather conditions). Additional technical challenges have yet to be solved
to a  reasonable  degree to  insure  total  system  reliability.  These  include
transmission inconsistencies, route coordination, etc.
         Traditional  meter reading  methodology does not provide  utilities the
ability to  implement  incremental  billing to enable  differential  charges for
usage  based  upon  usage  patterns  that  impact  resource  management.  In  an
increasingly  automated age, utility  companies must adapt to technologies  that
have the potential to increase their

                                        3

<PAGE>



productivity and level of customer  service.  Automating meter reading is one of
the  principle  methods  by  which  utilities  can  positively  transform  their
operations.
         The following table  illustrates  the market  potential for the AirLink
system in the U.S. Over the next several  years,  the Company's  objective is to
achieve 5% market penetration, based upon these statistics (U.S.
Census, 1990).

<TABLE>
<CAPTION>
                     Units        County Average     Total Sales Value     County Sales Value
<S>                <C>                <C>              <C>                     <C>      
Water              85,548,158         27,659           6,843,852,629           2,212,691
Natural Gas        51,651,942         16,700           4,132,155,335           1,335,970
Electric          100,628,493         32,534           8,050,279,406           2,602,741
Total             237,828,593         76,893           19,026,287,370          6,151,402
---------------- -------------- ------------------- -------------------- ----------------------
</TABLE>
AirLink Technology and Product
         The AirLink  wireless  meter reading  network is made up of essentially
two parts:  (1) the meter reading  device that is installed on the utility meter
itself, and (2) collection  stations,  which are located at intervals throughout
the  service  area.  The system  takes an  electronic  "picture"  of the meter's
output,  creates a digital  "packet" of the actual meter reading,  and transmits
the data to the  collection  station.  The data is then available to the utility
company to  incorporate  into their  existing  computer  systems for billing and
statistical  analysis.  (A database software interface is provided for virtually
any system.) The meter reading  device is easy to install and to maintain.  Most
installations are estimated at minutes in duration. Meter Reading Device.
         AirLink meter reading devices will be available for any kind of utility
meter.  Circuitry is provided to capture data from the meter and to translate it
for digital  transmission.  The major  components  include a transmitter  with a
specialized antenna;  receiver;  power supply with supercapacitor  (battery); an
internal computer to translate data; and, memory for storage of data.
         Utility  meters are read via  sensors,  which  detect the  rotation  of
moving parts inside the meter or the register of the meter  (depending  upon the
type of meter to be automated). The most common AirLink application for electric
meters  includes  a sensor  circuit  that  includes  a  photo-transistor,  which
consists of an optical  detector and a light  emitting  diode (LED). A system of
measurement  established  by the  International  System of Units is the basis by
which the AirLink device is calibrated.
         The  AirLink  meter  reading  device is designed to last for many years
without the need for repair or replacement.  It is powered by line voltage and a
supercapacitor.  Water and  natural  gas meters  are  powered  with a  long-life
lithium battery that must be changed every three to ten years.
         The meter  reading  device has its own  computer  circuitry,  including
memory, in order to save data for up to one month to provide redundancy of data,
and  to  insure  against  data  loss  due  to  vandalism,   power  outage,  etc.
Communications.
         Greenland's   patent-pending   communications   protocol   and  antenna
technology  will enable  utilities to receive data from many thousands of meters
in short periods of time.
         The AirLink system provides for  communications  both to each meter and
from each  meter back to its local  collection  station.  The system  polls each
meter and each meter scans for a clear,  open channel prior to  transmission  of
data to collection units. AirLink's proprietary  communications protocol enables
the system to function  efficiently  and  effectively,  even in high  density RF
traffic.
         There are a number of  benefits  to this  2-way  solution.  Value-added
enhancements   can  be  added  to  the   AirLink   system  as  it   communicates
bi-directionally.  These  might  include  the  ability to  remotely  activate or
deactivate nodes on the system, reading multiple meters at each location, etc.

Cell Site Data Collection/Transmission.
         Collection stations are arrayed  strategically as "cell sites" in order
to receive data from each meter and to transmit the data to the central computer
at the utility's billing office.

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<PAGE>

         Each  stop in the data  network  has its own  requirements  in order to
provide accurate,  redundant information on resource usage.  Utilities will find
the  system  useful in saving  reading  costs  and in the  increased  management
reporting capabilities provided by an AirLink network.
         A data  accumulator  is built-in to the system to enable the collection
of load  management  information.  The system can provide  separate  daily usage
levels for each of several  previous days; and it stores highest and peak demand
data. The system allows  utilities to incorporate  time-differential  billing by
segregating data into hourly (or sub-hourly) periods.

         The AirLink  device at the meter also includes  circuitry  that detects
power  interruption.  In the event of a power  failure or tampering at the meter
site,  the system will  immediately  transmit such status  within  seconds of an
event. A number of safeguards and security  features are incorporated to enhance
performance,  reliability,  and maintenance.  Internal diagnostic circuitry will
detect  low power and  communications  errors.  Each  receiver  cell site may be
linked to transfer the collected data to the main billing  office,  or collected
data may be  transferred  by other methods such as telephone  link,  memory card
swap, or mobile RF links. Water and Gas.
         Greenland's  AirLink  system can be  deployed  for use in water and gas
meter applications. The technology is designed to meet the special technological
and  environmental  challenges that are faced by water and gas utilities.  Water
meters, in particular, are generally located below ground, in dark, inhospitable
conditions,  without  readily  available  power or  communications  links.  This
presents  unique  difficulties  in automating  data transfer.  Gas meters do not
provide an accessible power source;  battery power is the only available option,
which requires the use of advanced technology to eliminate the need for frequent
change out of batteries.

Competition

         The AirLink wireless meter reading network will significantly  increase
a utility's ability to manage its resource consumption by providing  information
that is not readily  available  through existing  metering  technology.  AirLink
technology provides improved resource management, time-of-use (TOU) information,
better  peak-  demand   monitoring,   and  security.   Its  ability  to  provide
differential billing, and providing real-time usage information for public (PUC)
reporting,  has the potential of further reducing overall costs for the utility.

Fixed  Network  RF  System - The  AirLink  system is a fixed  wireless  network.
Comparisons  are  made  between  AirLink  and  its  two  most  widely  discussed
competitors, Itron and CellNet.

Price Per Data Point - AirLink pricing, at this time, is $60 to $75 per meter in
order to retrofit each electric meter with AirLink electronic  circuitry.  Itron
sells units for $80 and above,  most  requiring a new meter to be  installed  to
accommodate Itron electronic components. CellNet does not quote pricing for sale
as the system is  available  only to utilities  under  long-term  (10-15  years)
contracts  under which  CellNet  bills the utility for each "read" of a meter in
the system.

Terms of Sale -  AirLink  is made  available  for sale to  utilities.  Greenland
charges  additional  fees for ongoing  technical and operations  support.  Itron
systems are also  available  for sale to  utilities.  CellNet is available  only
under a pay-per-read billing structure.

Integration of Electric,  Gas, and Water Meters - The AirLink system will enable
the integration of all utility meters,  as well as other sensing devices,  in an
integrated 2-way system.  Generally, gas and water meters, which require battery
power for  AirLink,  can be  configured  to report over short  distances  to the
electric meter. In competitive systems, all meters can be integrated;  but these
systems  require direct  transmission  from the water and gas meter to a central
collection point, requiring more power consumption and less efficiency.

Signal Distance - Meter to Collection  Station - AirLink is installed using both
FCC Part 15 and Part 90 communications specifications. Frequencies under Part 90
are licensed by the FCC.  Part 15 is an  unlicensed  frequency  that is prone to
signal  interference;  and signal strength is quite limited. The AirLink system,
under low power  conditions  dictated by Part 15, includes  additional (yet, low
cost)  collections  stations  to  mitigate  transmission  inefficiencies.  Itron
deploys their system under FCC Part 15.  CellNet,  alternatively,  deploys their
system under a licensed frequency. However, the link between field collection

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<PAGE>

stations  and the meters is FCC Part 15.  AirLink,  under Part 90, using 5 to 10
watts of power,  is estimated  to provide  coverage of over 10 miles radius from
data point to collection point. Competitive systems are limited to approximately
1/2 mile.  In  situations  in which  AirLink is  deployed  under Part 15 (due to
unavailability  of a licensed  frequency under Part 90), AirLink will provide up
to 1 mile of coverage.  The high data rates  (throughput)  of the AirLink system
enables the system to accommodate large numbers of meters.

Data Throughput - The
AirLink system sends data packets at a rate of 10,000 bits per second; but sends
packets in  millisecond  intervals.  The result is an  effective  throughput  of
approximately  100,000 bits per second, as compared to 9,600 bits per second for
most competitors. The speed of transmission enables AirLink to accommodate a far
greater  number of meters in the  system.  Under Part 15,  this is  particularly
important  since FCC  regulations  require that the user of the frequency  avoid
dominating  the  airwaves.  

FCC Part 15/FCC Part 90 - FCC Part 15 mandates that devices accept  interference
from any other  device  and,  at the same  time,  avoid  interfering  with other
devices. In order to meet these requirements, Part 15 devices use very low power
levels  for  data  transmission.   Traditional,  slow  transmission  data  rates
complicate  the challenge  because only small amounts of data can be transferred
in order to avoid interference.  Additionally,  data is often corrupted, and the
system must be designed to account for  inconsistencies  and inaccuracies.  Part
15,  therefore,  presents  considerable  challenges when designing a system that
must accurately read meters and then transmit such data to a central station for
use by a utility  for billing  and  analysis.  Part 90 enables the use of higher
power, which provides greater  transmission  length. But the fundamental benefit
of  Part  90  over  Part 15 is  that a  dedicated,  licensed  frequency  is made
available to the user,  which eliminates the challenges of interference of data.
In a 2-way  system such as  AirLink,  it allows for the system to poll each data
point and to confirm the  reception of  information  (including  reads,  status,
etc.).

Retrofit  of  Existing  Installed  Meters - The  AirLink  system is  designed to
retrofit most existing electric meters.  Solutions are in process for both water
and gas meters. The benefit to this is that the utility's existing investment in
meters is protected.  Moreover,  all of the standard single phase  (residential)
meters in the system are transformed into time-of-use  meters (generally limited
to industrial use). In competitive systems, special meters are required in order
to provide  network  connectivity,  which can add  substantially  to the cost of
deploying an AMR network.

Reading Accuracy - Naturally, reading accuracy is a critical component of an AMR
system. AirLink's delivery specification is to read meters with a minimum of 99%
accuracy.  (The  industry  standard,  at this time, is  approximately  98%.) Our
understanding  is that,  today,  many AMR systems  have  problems  in  providing
accurate reads due to design irregularities which may require  re-calibration of
meters, which would be an unacceptable condition to most utilities.

Wide Area Network (WAN) Compatibility - AirLink is compatible with other systems
via RS-232 serial interface (input and output).  In situations where the network
must be  interconnected  with others,  this interface is generally  suitable and
reliable.  Other, competitive systems, which have proprietary interfaces may not
be  compatible  with  other  networks,  such as  telephone,  fiber-optic  cable,
cellular, etc.)

Database Software Requirements - AirLink is an "open" system. All data is fed to
a flat-file  database  that is  accessible  to other  system  software  (such as
billing  systems) in use by the  utility.  No special  software  interfaces  are
required to access the AirLink database. Alternative systems generally require a
custom- designed database structure.  Itron, for example,  charges an additional
$200,000 for software to run their network.

Network  Management  Software  Requirements - AirLink  provides,  as part of its
overall  system,  software to enable system  management in conjunction  with the
database. This software is primarily used to create and transmit commands (read,
status,  etc.) to each data point (meter) in the system. It will also manage the
protocol  that  polls  meters  and  reports  anomalies  in meter  status  (power
interruption,  etc.).  The basis of this  protocol is that there are 10,000 data
"slots" per second; 1,000 slots are reserved for meter reads.

                                        6

<PAGE>

Other slots are available for status changes,  etc.  Competitive  systems charge
large fees for software  interfaces  that may also require  special  billing and
management report software.

Distribution  Automation  (SCADA) - The AirLink system enables  utilities to use
its components  for  distribution  automation  (SCADA)  applications,  including
monitoring switching stations, load management, etc. Each AirLink module that is
deployed for this purpose  becomes an individual data point in the system and is
managed  by  the  network  with  a  specific  protocol  and  command  structure.
Competitive  systems do not provide  this  feature as they are specific to meter
reading only.

Other Features - AirLink provides a number of other features and functions; some
of which are unique and  others  which are  competitive.  These  include  remote
connect/disconnect  of  meters,  remote  configuration  of data  points,  demand
metering,  tamper and outage  detection,  and  advanced  metering  features  for
large-scale industrial users.

Employees

         Including its officers,  the Company  presently  employs five full-time
employees,  two  (2)  of  whom  are  primarily  engaged  in  administration  and
marketing; two (2) in engineering and AMR product development.  The Company uses
independent   consultants  for  a  variety  of  tasks,   including  engineering,
shareholder relations, and marketing.

Item 2.
Description of Property

         Greenland and its  subsidiaries  currently occupy  approximately  7,500
square feet of office space  comprising the entire fourth floor of 7084 Miramar,
San Diego,  California  92121.  The Company  entered  into a  three-year  lease,
commencing  January 1, 1997,  with  three (3)  three-year  options to extend its
tenancy.  During the first year of the lease,  the Company  was granted  reduced
rent while it occupied only approximately 5,700 square feet.


Item 3.
Legal Proceedings
         In May 1998, the Company settled all its remaining  litigation  related
to its sale of  convertible  debentures  pursuant to Regulation S in April 1997.
The  Company's  officers and  directors  are aware of no  threatened  or pending
litigation which would have a material,  adverse effect on the Company (Also see
Notes to Financial Statements.)

Item 4.
Submission of Matters to a Vote of Security Holders

         A Special  Meeting of  Shareholders of the Company was held on December
5, 1997 (the  "Special  Meeting") at the main  offices of the  Company.  A Proxy
statement,  which was filed on Form 14-A, was first sent to  stockholders  on or
about  October 27, 1997.  The Special  Meeting was  adjourned due to a lack of a
quorum.  Following  the meeting  date,  additional  proxies  were  delivered  to
Greenland  constituting a quorum.  13,423,092 shares were voted representing 60%
of the issued and outstanding  shares of Greenland common stock as of the Record
Date of October 27, 1997. The Board of Directors  reconvened the Special Meeting
of  Shareholders  on December  15, 1997 to  consider  the  measures on the Proxy
Statement.

     Measure No. 1 requested  shareholder  approval to exchange the stock of the
Company's  wholly-owned GAM Properties,  Inc. subsidiary for Class A Convertible
Preferred stock of Golden Age Homes, Inc. Of the shares voted,  10,241,046 (76%)
voted FOR the measure; 51,519 voted AGAINST, and 3,130,527 (23%) abstained.

         Measure No. 2  requested  shareholder  approval to amend the  Company's
bylaws to effect the increase of its  authorized  common  stock from  50,000,000
shares to 100,000,000 shares. Of the shares voted, 9,435,041 (70%) voted FOR the
measure; 787,636 (6%) voted AGAINST, and 3,201,050 (24%) abstained.





                                        7

<PAGE>



PART II

Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters

         The Company's  common stock is traded in the  over-the-counter  market,
and quoted on the OTC Electronic  Bulletin Board. The Company's common stock has
traded,  during the fiscal year ended  December 31, 1997 between $0.35 and $0.10
per share.  The number of shares of record of common stock,  $.001 par value, of
the Company was  37,872,787  at April 15, 1998.  The Company has not yet adopted
any policy regarding payment of dividends.


                                      High              Low
Quarter ended Mar.31         $        0.34    $        0.20
Quarter ended Jun.30                  0.35             0.13
Quarter ended Sep.30                  0.20             0.10
Quarter ended Dec.31                  0.20             0.10
--------------------------  --------------  ---------------

Item 6.
Management's Discussion and Analysis or Plan of Operation

         The  following   discussion   pertains  to  the  Company's  results  of
operations and financial condition as of the end of and for each of the years in
the two year period ended December 31, 1997.
         Greenland's  strategy revolves around the development and deployment of
information  gathering  and  communications  systems for utility  industry.  The
Company's  AirLink  product  enables  utilities  to  improve  the value of their
services to customers through cost savings,  resource management,  security, and
management  intelligence.  The  AirLink  system is a  sophisticated  electronics
hardware  and software  product.  Product  development  and testing has required
ongoing  investment in engineering,  research and development,  market research,
and early marketing activities.
         The Company has invested,  and continues to invest,  considerable  time
and  effort in  development  of the  concept,  assembling  a  development  team,
analyzing the market (including field research), planning the business, creating
prototype  devices,  and  contracting  for the  installation of pilot systems at
utilities in the U.S. and in selected international markets.
         Greenland's  marketing  strategy is based upon providing  products that
can  easily  be  adapted  to  address  a number  of  different  utilities  while
simultaneously providing for individual customer requirements.  The Company uses
a direct sales approach (as opposed to third-party  distribution)  in its effort
to place its  products in the  market.  Marketing  support is  provided  through
public relations and  participation in selected  industry  conferences and trade
shows.
         Initial sales strategy  relies heavily on building  relationships  with
utilities (especially electric utilities for whom an AirLink solution is nearest
to completion) and providing  pilot systems under an  experimental  FCC license,
which is currently held by the Company.  Initial  response has been positive and
the  Company  believes  that this  strategy  will  serve to reduce the time from
initial contact to full deployment of systems.
     Pursuant to shareholder approval, in December of 1997, the Company sold its
GAM  Properties,  Inc. real estate  subsidiary to Golden Age Homes,  Inc., a San
Diego-based  residential care company.  The Company received stock in Golden Age
Homes. (Also see Notes to Financial Statements.)
                  The Company owns a 49% interest in Signature  Leasing,  LLC, a
Nevada Corporation ("Signature").  Signature is a commercial leasing company The
Company does not  consolidate  the  operations  of Signature as it is a minority
shareholder. (Also see Notes to Financial Statements.)



                                        8

<PAGE>

Results of Operations
AMR Sales
     Revenues  from  pilot  projects  totaled  $15,000  in fiscal  1997.  In the
previous year,  pilot project  revenues were $40,000.  The Company  continues to
refine its AirLink  technology;  and pilot installations serve as a platform for
ongoing testing and performance evaluation.
Other Income
         Other income totaled $11,381 for the year ended December 31, 1997. This
income  consisted of interest  earned on bank deposits and services  provided by
the Company  outside of its AMR  operations.  In the previous  fiscal year,  the
Company aggregated rental income from its GAM Properties, Inc. subsidiary, which
was sold in December 1997.  Other income was $65,015 for the year ended December
31, 1996 Expenses
         In December 1997,  the Company sold its GAM  Properties,  Inc.  ("GAM")
subsidiary.  Income  and  expenses  associated  with  GAM have  been  previously
consolidated on the Company's financial statements. The financial statements for
the fiscal year ended December 31, 1997 do not include such income and expenses.
Accordingly,  comparative references between fiscal 1997 and fiscal 1996 exclude
GAM operations.
         General and  administrative  expenses  for the year ended  December 31,
1997 were  $1,820,050  as compared to  $639,462 in fiscal  1996,  an increase of
$1,180,588, or 185%. This increase is attributable to increased costs related to
management  and  operations  of the  Company.  The cost of  outside  consultants
accounted for $636,580 (53.9%) of general and administrative expenses.
     The  Company  had  depreciation  expense of $12,134  for fiscal 1997 on its
property and equipment. There was no depreciation claimed in fiscal 1996.
         Interest  expense was $38,257 for the year ended  December 31, 1997, an
increase of $34,326 over the previous fiscal year.
         Property  and other  taxes for the year ended  December  31,  1997 were
$44,708 compared to $9,001in the previous fiscal year; an increase of $35,708 or
397%. The increase is directly  attributable to the Company's disposition of its
real estate properties, which were sold in December 1997.

         The  Company  had no bad debt as of  December  31,  1997 as compared to
$59,668 in fiscal 1996.

         Pursuant to shareholder  approval,  the Company sold, in December 1997,
its GAM  subsidiary  to Golden Age  Homes,  Inc.  ("Golden  Age").  The  Company
received 290,000 shares of Golden Age Class A Convertible Preferred stock valued
at $1,450,000.  As a result of this  transaction,  the Company had a gain on the
sale  of its  properties  of  $531,388;  and it  had a  loss  from  discontinued
operations of $190,660. (See Notes to Consolidated Financial Statements.)

AirLink Operations
         The Company continues with the ongoing development and marketing of its
AirLink  automated  meter reading system for utilities.  The Company  introduced
AirLink, for the first time, in June 1996. During the course of fiscal 1996, the
Company  entered into  agreements  to install  AirLink  pilot systems in Oregon,
Utah, and Connecticut. During 1997, the Company has installed various iterations
of the technology in Connecticut  and Oregon.  As a result of these pilot tests,
the  technology  has been  improved  and the  Company  expects to install  these
improved systems in the fiscal 1998.

         In May 1997,  the Company  entered into an agreement  with KIT Concerns
("KIT") of Rio de Janiero,  Brazil,  for representation of AirLink in Brazil. In
December  1997,  the agreement  was extended to include a technical  association
with Centro de Pesquisas de Energia Electrica ("CEPEL"),  for the adaptation and
development of AirLink for Brazil and other South American  markets.  CEPEL is a
large  research  and  development  center  that  serves  the  Brazilian  federal
utilities.  It employs a large staff (492) of research engineers and technicians
specializing in a wide variety of disciplines  related to energy  generation and
distribution, especially the electric sector.

         In June 1997, the Company entered into an agreement with  International
Power and  Environmental  Company ("IPEC") to represent  AirLink on a world-wide
basis,  for use in automating  parking  meters.  IPEC is a  diversified  company
organized  to  develop  new  business   opportunities   throughout   the  world,
particularly in the utility, environmental, and technology sectors.

                                        9

<PAGE>

         In  July  1997,  the  Company  entered  into  a  Cooperative  Marketing
Agreement  with  StarCom  USA,  Inc.  ("StarCom"),  under which the Company will
support StarCom in proposing an AirLink system for Puerto Rico.

         During fiscal 1997, the Company submitted several proposals, which were
requested  by  utilities  in the  United  States  and three  countries  in South
America.  Many of these proposals are still pending.  While management  believes
that these proposals are competitive, there can be no assurance that the Company
will be selected as a provider of these automated meter reading systems.

         In April 1998,  the Company  entered into  Memorandum of  Understanding
with  Symmetry  Device  Research  ("Symmetry")  to provide  AirLink to  Symmetry
clients.  Symmetry is a licensed  power  marketer,  broker and aggregator in the
state of  California  and  expects  to be  certified  by the  California  Public
Utilities  Commission  as a Meter  Service  Provider  and Meter Data  Management
Agent. The company specializes in power quality and energy management issues.

Subsequent Events

         Subsequent   to  December  31,  1997,   the  Company   entered  into  a
transaction,  on April 6, 1998, with Quantix, a Nevada Corporation,  to exchange
its holdings of 1,100,000  shares of 5% Convertible  Class B Preferred  Stock of
Natural Born Carvers,  Inc. for a combination of real estate,  trust deeds,  and
promissory note. The transaction is intended to convert non-liquid assets of the
Company  into those that can be used for the ongoing  financing  of the Company.
Management  believes  that the exchange of illiquid  assets for liquid assets of
substantially  equal  value will  enhance the ability of the Company to continue
financing its operations.

Liquidity and Capital Resources

         Due  principally  to the sale of its real estate  interests,  including
GAM, the Company's total assets decreased by $3,644,998, or 45.2%, to $4,409,318
in the year ended December 31, 1997. The Company's total  liabilities,  however,
decreased $3,474,308, or 81% during fiscal 1997 due, principally, to the sale of
GAM.
         As a result of the  settlement of the Company's  litigation  related to
its  Regulation S  debenture.  In March and May of 1998,  liabilities  have been
reduced by an additional $600,000.
     Stockholders'  equity was  $3,596,308  at December 31, 1996, an increase of
$170,690, or 4.5%.
     The Company had negative  working  capital of $59,896 at December 31, 1997,
compared to  negative  working  capital of  $520,501 at the end of the  previous
fiscal year.  The  Company,  through a private  placement  of its common  stock,
raised  $772,098  during fiscal 1997,  which was used for operations and general
corporate  purposes.  The  Company,  through  the  placement  of  a  convertible
debenture,  raised an  additional  $600,000.  The  Company  continues  to pursue
additional  capitalization  through private  placement,  and other activities in
order to raise funds for ongoing operations,  including the sale of or financing
of its assets.  There can be no  assurance,  however,  that the Company  will be
successful  in  obtaining  additional  capital,  or  securing  such  capital  on
acceptable terms.


Item 7.
Financial Statements and Supplementary Data

         See index to financial statements included herein.

Item 8. 
Change  in and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure

         None.

                                       10

<PAGE>

PART III

Item 9.
Directors,  Executive Officers,  Promoters and Control Persons,  Compliance with
Section 16(a) of the Exchange Act

Item 9A.
Executive Officers and Directors of the Company

<TABLE>
<CAPTION>
Name                     Age    Position                                   Period of Service
---------------------  -------- -----------------------------------------  ----------------------
<S>                       <C>   <C>                                        <C>                                 
Eric W. Gaer              49    Chairman of the Board, President,
                                and Chief Executive Officer                Since December, 1995
Guy R. Nelson             53    Director                                   Since April, 1996
Richard H. Green          57    Director                                   Since April, 1998
Michael deDomenico        53    Secretary, and Director                    Since September, 1994
---------------------  -------- -----------------------------------------  ----------------------
</TABLE>
         The biographies of the Directors and Officers are set forth below.  All
Directors hold office until the next annual shareholders  meeting or until their
death,  resignation,  retirement or until their successors have been elected and
qualified.  Vacancies in the existing Board are filled by a majority vote of the
remaining Directors.
         Eric W. Gaer, 49, is Chairman of the Board of Directors, President, and
Chief Executive  Officer,  of Greenland.  He has broad experience in the general
development and promotion of high-technology products and services. Mr. Gaer has
more than 25 years of professional experience in high-technology  management and
marketing.  He has served in executive capacities for high-technology firms such
as Merisel, Inc., Venture Software,  Daybreak  Technologies,  Inc., and Personal
Computer Products,  Inc. Prior to joining Greenland,  Mr. Gaer was President and
Chief Executive  Officer of Integrated  Communications  Access Network,  Inc. He
earned  his  Bachelor's  degree in Mass  Communications  from  California  State
University at Northridge.
         Guy R. Nelson, 53, is a Director of Greenland  Corporation.  He retired
in 1997 from the Western Area Power  Administration,  a federal agency, where he
had been Energy Services Manager since 1985. He has been involved in engineering
and technical aspects of conservation,  planning,  design, and implementation of
resource  options,  both  demand-side  and  supply-side.  Prior to his tenure at
Western Area Power,  Nelson served as Director of the  Environmental  Protection
Agency's (EPA) Industrial  Technology Transfer Division.  A chemical engineer by
trade, Nelson is an active participant in utility trade associations,  including
the  California  Municipal  Utility  Association  and the  Association of Energy
Engineers.  He is a board member of the American Council for an Energy Efficient
Economy and the Utility Forum.

         Dr.  Richard  H.  Green,  57, is  President  of  International  Power &
Environmental  Company,  a San Diego- based  company with offices in Los Angeles
and Baja  California.  It is a  diversified  company  organized  to develop  new
business  opportunities  throughout  the  world,  particularly  in the  utility,
environmental,  and technology sectors. Dr. Green is a past Deputy Secretary for
Technology at the California  Environmental  Protection Agency (1993-95). He has
held  numerous  positions  at the Jet  Propulsion  Laboratory  (JPL),  including
projects for NASA such as the Apollo 12 Mission and Moon landing.  He was also a
senior  engineer for the Boeing Company and served at a member of the Apollo 604
accident  investigation  team.  He also  serves as a member  of the  Educational
Advisory  Council of Southern  California  Edison Company and as a member of the
Governing  Board  of  Pasadena  City  College.  He has also  held  posts at UCSD
Connect, the University of California at Berkeley,  the 1984 Los Angeles Olympic
Games, the International  Cogeneration Society, and the Intersociety  Conference
on Environmental  Systems. He is a recognized expert in environmental and energy
issues.  He earned his  masters  and  doctoral  degrees  from  Washington  State
University.

                                       11

<PAGE>

         Michael  DeDomenico,  53, is  Secretary  and a  Director  of  Greenland
Corporation, He was the President of the Company's GAM subsidiary until its sale
in December  1997.  Mr.  DeDomenico  has been in the real  estate  business as a
developer  since  1977.  He  received  his  Bachelor's  degree  from Cal Western
University and his Master of Arts degree from Northern Arizona University.

                                    Item 9B.
                    Compliance with 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's officers and directors, and persons who own more than ten
percent  of a  registered  class of the  Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors, and greater than ten percent shareholders are
required by regulations promulgated by the Securities and Exchange Commission to
furnish the  Company  with  copies of all  Section  16(a) forms they file.  With
reference to  transactions  during  fiscal 1997,  no reports were required to be
filed in 1997.

                                    Item 10.
                             Executive Compensation

         Information as to compensation earned for services in all capacities to
the Company for the last two fiscal years for the executive officers at December
31,  1997 is provided  in the  Company's  definitive  proxy  statement  filed in
accordance  with rule 14a-101,  Schedule 14A, which is incorporated in this Form
10-KSB by reference.


                                    Item 11.
         Security Ownership of Certain Beneficial Owners and Management

         At the closed of business on April 15, 1998, the Company had 37,872,787
shares  outstanding.  No officers or  directors  are  beneficial  owners of five
percent (5%) or more of the  Company's  shares.  The  ownership of the Company's
common stock by management is included by reference to the Company's  definitive
proxy statement filed in accordance with rule 14a-101, Schedule 14A.

         Subsequent to the end of fiscal 1997,  and pursuant to  settlement,  in
March, 1998, of a portion of the Company's 10% Convertible  Debentures due April
30, 1999 under  Regulation  S, one entity,  FT  Trading,  an Irish  corporation,
converted  $200,000  principal  amount of  Debentures  for  5,000,000  shares of
Greenland Class A Common Stock. Additionally,  FT Trading purchased an aggregate
of 1,250,000  additional shares of Greenland Class A Common Stock.  Accordingly,
FT Trading was the holder of a total of  6,250,000  shares of  Greenland  common
stock  at  March  9,  1998.  In May  1998,  the  balance  of the  Company's  10%
Convertible  Debentures  (principal  amount of  $400,000)  were  converted  into
$4,000,000 shares of Greenland common stock. (Also see Legal Matters.)

Item 12.
Certain Relationships and Related Transactions

         None.


                                       12

<PAGE>



Item 13.
Exhibits and Reports on Form 8-K

(A) List of documents filed as part of this report.

     (1) Financial Statements
     Reference is made to the index to Financial Statements under Item 7 in Part
         II hereof, where these documents are listed.
     (2) Financial Statement Schedules
              None
     (3) Exhibits
     (3a)     On June 26,  1996,  the  Company  filed  Form 8-K (and  associated
              exhibits),  related to  acquisition  of  automated  meter  reading
              technology  from Ariel  Systems,  Inc.,  the  divestiture of Ariel
              Systems  as  an  80%-owned   subsidiary  of  Greenland,   and  the
              engagement of Ariel Systems as a consultant to the Company.
     (3b)     On  August  23,  1996,  the  Company  filed  Form 8-K  related  to
              management's  discovery  of  certain  information  related  to the
              Interactive  Video and Data Services  ("IVDS")  telecommunications
              licenses held by the Company's wholly-owned ICAN, Inc. subsidiary.
     (3c)     On November 6, 1996, the Company filed Form 8-K containing  notice
              of certain changes in executive officers of the Company. Effective
              November 1, 1996,  Eric Gaer assumed the duties of chief executive
              officer  and Kevin  Smith  assumed  the duties of chief  financial
              officer.
     (3d)     On April 18, 1997,  the Company filed form 8-K  containing  notice
              that,  on April 9, 1997 the Company  sold  $600,000  in  aggregate
              principal amount of 10% Convertible  Debentures due April 30, 1999
              under Regulation S.
     (3e)     On January 22, 1998 the Company filed form 8-K  containing  notice
              that, on December 31, 1997, the Company  entered into an Agreement
              of Exchange  whereby the  Registrant's  shares of its wholly-owned
              GAM  Properties,  Inc.  subsidiary  were  exchanged  for shares of
              Golden Age Homes, Inc., a Delaware corporation.

     (10a)    Offer of Settlement in letter to Manos Consulting from the Company
              counsel,  Craig J. Shaber,  dated August 9, 1995.  Incorporated by
              reference to the  Company's  Form 10-KSB  filed  February 7, 1996.
              Incorporated by reference to the Company's Form 10-KSB filed April
              1, 1997.
     (10b)    Letter of  Agreement  between the  Company  and  Emerald  People's
              Utility  District  to  install  AirLink  automated  meter  reading
              system,  dated May 23,  1996.  Incorporated  by  reference  to the
              Company's Form 10-KSB filed April 1, 1997.
     (10c)    Letter of  Agreement  between  the Company  and  Springville  City
              Electric to install AirLink automated meter reading system,  dated
              September 2, 1996. Incorporated by reference to the Company's Form
              10- KSB filed April 1, 1997.
     (10d)    Letter of Agreement between the Company and Third Taxing District,
              City of  Norwalk,  to  install  AirLink  automated  meter  reading
              system, dated September 30, 1996. Incorporated by reference to the
              Company's Form 10-KSB filed April 1, 1997.
     (10e)    Escrow  documents  (Number  35473-A,  Mission Valley  Escrow,  San
              Diego,  California)  related  to the  purchase  of  the  Company's
              Pechanga  Drive  property in Temecula,  California,  dated May 28,
              1996. Incorporated by reference to the Company's Form 10-KSB filed
              April 1, 1997.
     (10f)    Standard  office  lease  between Shih Ching Chiang and the Company
              related to its principal office  facilities on Miramar Road in San
              Diego,  California,   dated  December  3,  1996.  Incorporated  by
              reference to the Company's Form 10-KSB filed April 1, 1997.
     (10g)    Settlement  Agreement  and  Release  between  Gregory C. Manos and
              Greenland Corporation and Kevin G. Smith, signed by the parties on
              March 4, 1997 and February 27, 1997, respectively. Incorporated by
              reference to the Company's Form 10-KSB filed April 1, 1997.
     (10h)    Settlement  Agreement  and Release of All Claims  between  Charles
              Browne,   HomeTech,   LLC,  Superior   Interactive   Group,  Inc.,
              TechnoScape,  LLC, Susan Browne,  Jay Shestak,  Signature Leasing,
              LLC and Greenland  Corporation,  Eric Gaer, and Kevin Smith, dated
              March 20, 1997.  Incorporated  by reference to the Company's  Form
              10-KSB filed April 1, 1997.

                                       13

<PAGE>



     (10i)    Distribution  Agreement  between the Company and KIT  Concerns for
              AirLink representation in Brazil, dated May 1, 1997.
     (10j)    Sales   Representation   Agreement   between   the   Company   and
              International  Power  &  Environmental   Company,   for  worldwide
              representation of AirLink devices for use in parking meters, dated
              May 22, 1997.
     (10k)    Independent   Contractor's   Agreement,  to  provide  the  Company
              management and strategic  planning  services,  between the Company
              and Kevin G. Smith, dated June 9, 1997.
     (10l)    Sales   Representation   Agreement   between   the   Company   and
              International Power & Environmental Company, for representation of
              AirLink in Spain and Portugal, dated June 14, 1997.
     (10m)    Assignment  of  Option  Agreement  between  the  Company  and Eyre
              Trading  Group,  Ltd.  (currently  Natural  Born  Carvers,   Inc.)
              transferring  the  Company's  option  to  purchase  102  acres  of
              property   near   Tucson,   Arizona  in  exchange  for  shares  of
              Convertible  Preferred  Stock of Natural Born Carvers,  dated June
              24, 1997.
     (10n)    Cooperative  Marketing  Agreement between the Company and StarCom 
              USA, Inc., dated July 21, 1997.
     (10o)    Counterpart  to  Distribution  Agreement  between  the Company and
              KIT Concerns, for representation of AirLink in Brazil and the 
              technical cooperation of CEPEL, dated December 5, 1997.
     (10p)   Exchange Agreement between the Company and Golden Age Homes, Inc.
             for the exchange of Golden Age Convertible Preferred Stock for the
             Company's GAM Properties, Inc. subsidiary, dated December 31, 1997.
     (10q)    Memorandum  of  Understanding  between the  Company  and  Symmetry
              Device Research, dated April 2, 1998.
     (10r)    Exchange  Agreement  between  the  Company  and  Quantix  for  the
              exchange of the Company's holdings in Convertible  Preferred Stock
              of Natural Born Carvers,  Inc. for real estate,  trust deeds,  and
              promissory note, dated April 6, 1998.

         The  Company  will  furnish  a copy  of  any  exhibit  to a  requesting
stockholder upon payment of the Company's reasonable expenses in furnishing such
exhibit.



                                       14

<PAGE>

                                                                     EXHIBIT 10i

                             DISTRIBUTION AGREEMENT

This Agreement is entered into effective May 1, 1997, by and between:

   Greenland Corporation of 7084 Miramar Road, Suite 400, San Diego, CA 92121; a
corporation duly formed under the laws of the State of Nevada, U.S.A., hereafter
"Greenland"; and

     KIT  Concerns  of Av.  Aftanio de Melo  Franco,  74S.  101  Leblon,  Rio de
Janiero,  RJ 22430-060,  Brasil;  and organization duly formed under the laws of
Brasil, hereafter "KIT".

                                    RECITALS

         WHEREAS  Greenland  has  developed a technology  involving an automated
meter  reading  system  for  electric,  gas and water  utilities  and is seeking
qualified distributors for its product(s), and

         WHEREAS KIT has the business and financial  capability  to  effectively
distribute  such  automated   meter  reading   product(s)  and  an  interest  in
distributing such product(s) on an exclusive basis in Brazil.

                                    AGREEMENT

         NOW  THEREFORE,  Greenland  hereby  grants KIT the  exclusive  right to
distribute its AirLink automated meter reading system(s) ("AirLink product(s)"),
as the same is designed  and is further  developed  to read  electric,  gas, and
water  meters,  in the  country of Brasil and agrees not to grant any  competing
distribution  and/or  licensing  rights to any other  parties for use within the
country of Brasil;  KIT hereby  accepts such grant and agrees not to distribute,
market,  or license a  competing  product in Brasil,  nor to hold a  controlling
interest  in any  company or entity  that  distributes,  markets,  licenses,  or
manufactures  a competing  product in Brasil;  and the parties  further agree as
follows:

Formal  performance  guarantees  are to be an integral part of  maintaining  the
exclusive nature of this Agreement;  however,  due to the untested nature of the
technology and product(s),  particularly in Brasil,  performance projections and
associated guarantees are difficult, if not impossible, to ascertain;  therefore
the parties will endeavor, in good faith, to use their best efforts to formulate
mutually  satisfactory  and  reasonable  performance  guarantees,   or,  in  the
alternative,  an agreed upon plan for formulating such guarantees, over the next
twelve (12) months.

Greenland  will use its best  efforts to timely  provide KIT with all  available
technical, engineering, and/or other data necessary to enable KIT to (a) analyze
the technical  viability of the AirLink  product(s) within Brasil;  (b) estimate
the potential market size of the Brasilian market;  and (c) formulate a business
plan for introduction of the AirLink product(s) into Brasil.

KIT will,  over the next three (3) months,  develop and provide to Greenland (a)
an analysis of the technical  viability of the AirLink product(s) in Brasil; (b)
an estimate of the potential market size of the Brasilian market for the AirLink
product(s);  and (c) a formal  business  plan for  introduction  of the  AirLink
product(s) into the Brasilian market.

If the AirLink  product(s)  prove to be potentially  viable in Brasil,  KIT will
arrange a technology  symposium,  or other similar forum, in Brasil wherein Eric
Gaer, CEO of Greenland, or another designated Greenland executive, will be flown
to  Brasil,  at  KIT's  expense,  to  formallyintroduce  the  Greenland  AirLink
product(s) to engineers and/or executives of potential Brasilian purchasers.

Greenland  agrees that  neither  Greenland  nor any other  company,  subsidiary,
associate,  affiliate,  or partner of  Greenland,  will (a) become  involved in;
acquire  any right,  title,  or  interest  in;  by-pass  or attempt to  by-pass,
circumvent,  or  attempt to  circumvent;  or obviate  any  proprietary  right or
interest  that  KIT may  have  under  this  Agreement  with  any  person,  firm,
corporation, partnership, or other entity whatsoever, nor (b) make contact with,
or attempt to make contact with, any person, firm, corporation,  partnership, or
other entity  whatsoever  revealed to Greenland  by KIT in  connection  with the
action(s)  described above without first  discussing the pertinent  details with
KIT and agreeing to pay such fees to KIT as shall be agreed upon.

KIT will hire,  if and when  business  demands,  the  necessary  technicians  to
provide  equipment  installations  and ongoing  technical  support for  customer
installations  and will pay travel costs to have Greenland  technicians flown to
Brasil to provide  initial  training to KIT  technicians and to assist with such
initial purchase  installations  as may be required to adequately  service KIT's
AirLink product(s) customers.

                                    Exhibits
                                        1

<PAGE>

KIT will adopt and abide by the pricing,  customer service,  technical  support,
and other quality standards and policies utilized by Greenland,  as the same may
be modified by the parties for distribution of the AirLink product(s) within the
Brasilian market. KIT further agrees to purchase all AirLink product(s) directly
through Greenland,  unless the parties otherwise agree in writing to a different
manufacturing and/or purchasing arrangement.

KIT, if necessary, will use its best efforts to provide, or assist in providing,
project financing for any Brasilian orders for which Greenland is unable,  after
using its best efforts, to provide financing.

KIT shall have the right to enter  into  joint-venture  and/or  sub-distribution
agreements  with  qualified   Brasilian   partners  in  order  to  maximize  the
distribution of Greenland  AirLink  product(s) in Brasil,  subject to the review
and approval of Greenland, which approval shall not be unreasonably withheld.

1.KIT  acknowledges and agrees that Greenland is the sole and exclusive owner of
all rights,  title, and interest in and to the intellectual  property associated
with Greenland's AirLink product(s),  and associated technology,  including, but
not limited to, all patents,  trademarks,  tradenames, and associated copyright,
and nothing in this Agreement  shall be construed as an assignment to KIT of any
right, title, or interest to such intellectual  property.  KIT further agrees to
not take any actions that would constitute a voluntary and knowing  violation of
such intellectual property rights.

2.KIT  recognized and  acknowledges  the value of the goodwill  associated  with
Greenland's AirLink product(s), and associated technology, and/or the associated
trademarks,  tradenames,  and copyrights and further acknowledges that all right
therein and the goodwill pertaining thereto belong exclusively to Greenland. KIT
acknowledges and agrees that any and all goodwill  generated by its distribution
of the AirLink  product(s) in Brasil shall inure to the benefit of Greenland and
that KIT shall  not,  at any time,  acquire  any rights in the  goodwill  of the
AirLink product(s) and/or the associated trademarks, tradenames, and copyrights.

3.KIT shall not use Greenland's name and/or the AirLink product(s)'  trademarks,
tradenames,  and/or copyrights other than as permitted under this Agreement and,
in particular,  shall not incorporate such names and/or marks in KIT's corporate
or business  name(s) in any manner  whatsoever.  KIT further agrees that it will
not use and/or  authorize the use, either during the term of this Agreement,  or
after the term of this Agreement, of any configuration, trademark, tradename, or
other designation  confusingly  similar to Greenland's  trademarks,  tradenames,
and/or copyrights.

4.KIT  agrees to comply with the  provisions  of the patent,  trademark,  and/or
copyright  laws of the United  States and Brasil  with  respect to its rights of
distribution  under this  Agreement and agrees to keep  accurate  records of and
advise  Greenland  when each of the  AirLink  products  is first sold in Brasil.
Greenland  has the  right,  but not the  obligation,  to obtain at its own cost,
appropriate patent, trademark, and copyright protection for its products and KIT
agrees to (1) cooperate with Greenland in protecting any such  protection(s)  in
the  country  of Brasil  and (2) advise  Greenland  in  writing of any  possible
infringements thereof of which KIT becomes aware. Greenland has no obligation to
take any action whatsoever to protect its intellectual property rights; however,
all such actions that  Greenland  chooses to take shall be taken at  Greenland's
expense, with the cooperation of KIT.

5.Greenland hereby agrees to defend, indemnify and hold KIT harmless against any
claims, demands, causes of action and judgments arising solely out of the use of
the AirLink product(s),  patents, trademarks,  tradenames,  and/or copyrights by
KIT as authorized  under this  Agreement,  including,  but not limited to, KIT's
conformance  with Greenland's  warranties and conditions of sale,  provided that
KIT shall  give  notice  and  further  that  Greenland  shall  have the right to
undertake  and conduct the defense of any such cause of action or such action so
brought, and the right to handle any such claim or demand.

6.KIT  agrees to keep  accurate  books of account and  records at its  principal
place of business  covering all  transactions  relating to the  distribution  of
AirLink product(s). Greenland and its duly authorized representatives shall have
the right,  upon  fifteen  (15) days  notice to KIT,  to  inspect  such books of
account and records,  and all other  documents and material in the possession or
under the  control of KIT with  respect to the  subject  matter and the terms of
this  Agreement and to make copies and extracts  thereof.  KIT further agrees to
retain all such books of account  and  records  for at least two (2) years after
termination of this Agreement for possible inspection by Greenland.

7.This  Agreement  shall  remain in  effect  for ten  years  and  thereafter  be
renewable  for  consecutive,  renewable  ten year  terms  for so long as KIT and
Greenland,  and/or their respective  successors,  assigns,  parties in interest,
and/or affiliates, maintain commercially viable operations involving the AirLink
product(s), or until such time as termination occurs under Item 17, below.

The following termination rights are in addition to any other termination rights
that may be provided elsewhere in this Agreement:

                                    Exhibits
                                        2

<PAGE>

         (a)  Greenland  shall  have the  right to  immediately  terminate  this
Agreement by giving written notice to KIT if KIT does any of the following:

              Breaches any of the provisions of this  Agreement  relating to the
         unauthorized  assertion of rights in the AirLink  product(s),  patents,
         trademarks, tradenames, and/or copyrights; or

              Breaches any of the provisions of this Agreement  prohibiting  KIT
         from directly or indirectly  arranging for  manufacture  of the AirLink
         product(s) or  technologies  by third parties  without first  obtaining
         Greenland's express written consent.

         (b) Except as otherwise  expressly provided for under the terms of this
Agreement,  this  Agreement  may be  terminated by either party upon thirty (30)
days written  notice to the other party in the following  events,  provided that
during  the thirty  (30) day  period,  the  defaulting  party  fails to cure the
breach:

                  (i) A party,  or any of its  officers,  directors,  employees,
         successors,  assigns,  parties in interest,  and/or affiliates take any
         actions in connection with the  manufacture,  offering for sale,  sale,
         advertising,  support,  and/or  promotion  which  damages  or  reflects
         adversely upon the other party.

                  (ii)  A  party  violates  any of its  obligations  under  this
         Agreement or commits a material breach of any provision hereunder.

                  (iii) A party files a petition in bankruptcy or is adjudicated
         a bankrupt  or  insolvent,  or makes an  assignment  for the benefit of
         creditors,  or an  arrangement  pursuant to any  bankruptcy law (or the
         equivalent  thereof),  or if a party  discontinues its business or if a
         receiver (or the equivalent) is appointed for a party and such receiver
         is not discharged within the thirty (30) day period.

In the event of termination of this  Agreement,  all rights granted to KIT shall
forthwith revert to Greenland, who shall be free to grant such rights to others,
as it may see fit, and KIT shall refrain from further use and/or distribution of
the AirLink  product(s) and/or any further reference to them, either directly or
indirectly,  in  connection  with the  offering  for  sale,  sale,  advertising,
promotion, shipment, and/or distribution of AirLink product(s). KIT acknowledges
that its  failure to cease such use after  termination  of this  Agreement  will
result in immediate damage to Greenland and to any subsequent distributor of the
AirLink  product(s) in Brasil, and that Greenland shall be entitled to equitable
relief by way of  injunctive  relief  and such  other  relief as any court  with
jurisdiction  may deem just and  proper.  Upon  termination  of this  Agreement,
notwithstanding  anything  to  the  contrary  herein,  all  billings  on  sales,
shipments,  and/or  distributions  thereto  shall  become  immediately  due  and
payable. Within thirty (30) days after termination of this Agreement,  KIT shall
deliver to Greenland a complete accounting of all activities associated with the
distribution  and sale of AirLink  product(s),  including an  accounting  of all
inventory  and  outstanding  purchase  orders  and/or  requests for proposals to
Brasilian  customers.  Greenland  shall  have the option of  conducting,  at its
expense,  a physical inventory at the time of termination and/or a later date in
order to ascertain or verify such accounting(s).

No waiver by either party of a breach or a default  hereunder  shall be deemed a
waiver by such  party of a  subsequent  breach or  default  of a like or similar
nature;  no failure or delay on the part of any party in  exercising  any power,
right,  privilege,  or remedy  under this  Agreement  shall  operate as a waiver
thereof, nor shall any single or partial exercise of any such right,  privilege,
power, or remedy;  and any waiver of any provision of this Agreement  and/or any
consent to any departure by any of the parties from the terms of this  Agreement
shall be effective  only in the specific  instance and for the specific  purpose
for which it is given.

1.This Agreement will be governed, executed, and enforced in accordance with and
under the laws of the United States and the State of California  and the parties
agree to the use of International Arbitration in the event a dispute arises that
can not be resolved between the parties.  Any such arbitration  sessions will be
held in San Diego, California, or the nearest available location thereto.

2.KIT shall not directly or  indirectly  assign or pass off the benefits  and/or
obligations  of this  Agreement  or  otherwise  deal  with any such  contract(s)
without  giving  Greenland  prior  notice  and  acceptance  guarantees  for  the
continued  performance of any and all obligations provided and allowed for under
this Agreement.  This Agreement is fully assignable by Greenland and shall inure
to the benefit of Greenland's assignees or other legal successors in interest.

3.If for any  reason  any  portion  of this  Agreement  is or  becomes  invalid,
illegal,  unenforceable  and/or voidable,  all other portions shall remain valid
and  unaffected.  To the extent possible under law, the parties shall amend this
Agreement in order to preserve the original intentions of the parties hereunder.

                                    Exhibits
                                        3

<PAGE>



4.This  Agreement forms and fully  represents the agreement in whole between the
parties and it supersedes any and all prior agreements and obligations,  oral or
written, between the parties.

5.Neither this Agreement nor any term hereof may be amended, waived, discharged,
or  terminated  except by a written  instrument  signed by all  parties  to this
Agreement.

6.This Agreement may be executed in any number of duly signed counterparts, each
of which shall be an original,  but all of which together  shall  constitute one
instrument.

7.The parties to this Agreement,  and each of them,  maintain their independence
from the other and neither  party hereto is designated as an agent of, nor hired
as an employee of, the other.  Neither party has the authority to bind the other
or to make  commitments  on behalf of the other,  and  neither  shall  represent
itself as an agent of the other, or in any capacity other than as an independent
entity.

8.A signature received pursuant to a facsimile  transmission shall be sufficient
to bind a party to this Agreement.

IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered,  by their duly authorized officers,  effective as of the day and year
first written above.



GREENLAND                               KIT

By:      Eric W. Gaer                   By:      Paulo Klabin

Title:   President and CEO              Title:   Managing Director





                                    Exhibits
                                        4

<PAGE>

                                                                     EXHIBIT 10j

                   SALES AGENCY AND REVENUE SHARING AGREEMENT

         Agreement  made this 22nd day of May,  1997,  by and between  Greenland
Corporation, a Nevada corporation  ("Principal"),  7084 Miramar Road, 4th Floor,
San Diego,  California 92121 and International Power & Environmental  Company, a
California  corporation,  812  San  Luis  Obispo  Place,  Suite  C,  San  Diego,
California 92109, ("Agent").

         In  consideration  of  the  mutual  terms,   conditions  and  covenants
hereinafter set forth, Principal and Agent agree as follows:

Principal  appoints Agent as its  world-wide  sales  representative  to sell the
products  and/or  contracts for  installation  of the products in a sales agency
revenue-sharing  agreement of the Principal  related to Greenland  Corporation's
proposed AirLink(TM) parking meter automation system.

Agent  accepts  the  appointment  and  agrees to  promote,  market  and sell the
products of the Principal under terms mutually acceptable to Principal and Agent
as established from time-to-time  based upon the requirements of each particular
transaction.

The parties  agree that the list of products  and/or  prices may be amended from
time to time.  Principal  may  unilaterally  change  terms  of sale and  prices.
Recognizing  that the terms of certain  contracts  involving the AirLink parking
meter  automation  system may vary,  Principal and Agent may mutually change the
terms of the Revenue Sharing Agreement

Agent's  territory to represent  Principal's  products shall be world-wide  (the
"Territory"), which may be amended by mutual written agreement. Agent shall have
the exclusive  right to represent the products  described in paragraph 1, above.
Such exclusive  right,  however,  is contingent upon minimum gross revenues from
sales, subject to the following schedule:


                                      Gross
                                    Revenues


May 1997 through August 1998                                No Minimum
September 1998 through August 1999                   $      10,000,000
September 1999 through August 2000                          15,000,000
September 2000 through August 2001                          20,000,000
September 2001 through August 2002                          25,000,000
         If sales  volume  is not  achieved  according  to the  minimum  amounts
specified herein,  then Agent's  exclusive right to represent  Principal for the
product(s)  specified will  terminate.  However,  so long as Agent  continues to
represent  Principal,  the other terms and  conditions of this  Agreement  shall
remain in full force and effect.

Agent  shall use its best  efforts  to  promote,  market  and sell the  products
referenced  in  paragraph 1, above,  within the  allocated  territory  and shall
devote such time and attention as may be reasonably necessary.

Under Revenue  Sharing  Agreements  (as opposed to outright  sales  agreements),
Agent shall also be  responsible  for  management  and operations of the AirLink
parking  meter  automation  system and may contract with third parties to do so.
Greenland  shall provide  reasonable  technical  support or assistance to enable
Agent to fulfill its responsibilities under this section.

Agent agrees that during the term of this  Agreement and for a period of two (2)
years thereafter, Agent, either directly or indirectly, shall handle no products
that are competitive with AirLink products within the Territory.

Principal  agrees that Agent may employ  representatives  in furtherance of this
Agreement  and Agent  agrees  that  Agent  shall be solely  responsible  for the
payment  of wages or  commissions  to those  representatives  and that  under no
circumstances shall Agent's representatives be deemed employees of Principal for
any purpose whatsoever.

                                    Exhibits
                                        5

<PAGE>

For revenue  sharing  contracts,  Principal and Agent will divide cash receipts,
net of payments to  customers,  equally  (50% each).  Such  distribution  may be
amended from time to time by mutual  agreement.  Payments  shall be made monthly
within twenty (20) days of the end of the month.  Payments shall be made in U.S.
currency.

In the case of  direct  sale of the  AirLink  automated  parking  meter  system,
Principal  shall pay a commission  to Agent equal to 50% of the gross profits on
sales,  which  commission may be amended from time to time by mutual  agreement.
Principal shall be responsible for the granting of credit to customers and shall
pay  commissions  to Agent  within  twenty (20) days of receipt of payment  from
customers.

The books,  records,  reports and accounts of both  Principal and Agent shall be
kept at all  times  so as to  accurately  reflect  the  business  and  financial
condition of the operations covered under this Agreement. Said books, etc. shall
be kept at the main  business  addresses of Principal  and Agent.  Upon ten (10)
days' written notice,  given to the other,  any party may audit and inspect said
books, records, reports and accounts during normal business hours.

After the receipt, by Principal,  of project financing under terms acceptable to
Principal,  Agent shall be entitled  to an advance  payment of fifteen  thousand
dollars  ($15,000.00)  for  each  individual  project,  so long as such  project
includes a minimum of ten thousand (10,000) units. Should any of the first three
projects include more than 10,000 units, then Agent shall be entitled to $15,000
for each 10,000 quantity of units ordered.

For so long as Agent achieves  minimum sales volume as specified on the schedule
in paragraph 4, above,  Principal  shall provide to Agent,  warrants to purchase
the  common  stock of  Principal  in  amounts  and at  prices  according  to the
following schedule:


                                                Warrants         Price/Share


June 1, 1997 to May 31, 1998                      50,000       $        0.50
June 1, 1998 to May 31, 1999                     150,000                2.00
June 1, 1999 to May 31, 2000                     200,000                4.00

This Agreement shall be for a period of ten (10) years unless sooner  terminated
by mutual  agreement of the parties;  or, for cause, by either party upon thirty
(30) days' written notice. It shall be renewable for an additional ten (10) year
period at Agent's option.

Upon termination,  Agent and Principal shall be entitled to receive  commissions
and/or revenue sharing  payments  received from all orders accepted by Principal
prior to the date of  termination.  Payment to be made according to the terms of
paragraph 9, above.

Agent is an independent contractor and nothing contained in this Agreement shall
be deemed or interpreted to constitute the Agent as a partner or employee of the
Principal,  nor shall either  party have any  authority to bind the other in any
respect,  it being  understood and agreed that all orders submitted by Agent are
subject to acceptance by Principal in its sole discretion.

It is  agreed  between  the  parties  that  there  are no  other  agreements  or
understandings  between them relating to the subject  matter of this  Agreement.
This Agreement  supersedes all prior  agreements,  oral or written,  between the
parties and is intended as a complete and  exclusive  statement of the agreement
between the parties.  No change or modification of this Agreement shall be valid
unless the same be in writing and signed by the parties.

This Agreement  shall not be assigned by Agent without the prior written consent
of  Principal.  In the event of a change of ownership  or control of  Principal,
this  Agreement and all of its terms and  conditions,  will remain in full force
and effect.

Agent  shall  not  divulge  to  any  person,  firm  or  firms,   corporation  or
corporations,  any trade secret having to do with the business of Principal that
shall  come to the  knowledge  of  Agent  by  reason  of this  Agreement  or the
relationship of Principal and Agent created by this  Agreement,  during the term
of this  Agreement  and for  three  (3)  years  after  the  termination  of this
Agreement.

Agent  agrees  that  Principal  shall not be liable for:  any (i)  losses;  (ii)
damage, including consequential damages; (iii) detention;  (iv) delay or failure
to perform  in whole or in part  resulting  from  causes  beyond the  control of
Principal  including  but not  limited  to: acts of God;  acts or  omissions  of
Principal;   fires;  strikes;   insurrections;   riots;  embargoes;   delays  in
transportation;  inability to obtain supplies; or requirements or regulations of
the

                                    Exhibits
                                        6

<PAGE>

United  States  government or any other civil or military  authority.  Delays or
non-performance excused by this provision shall not excuse payment of any amount
due hereunder owed at the time of the occurrence.

No waiver of any term,  provision or condition of this Agreement,  the breach or
default  thereof,  by conduct or otherwise,  in one or more  instances  shall be
deemed to be either a continuing  waiver or a waiver of a  subsequent  breach or
default of any such term, provision or condition of this Agreement.

All notices  required or permitted to be given hereunder shall be in writing and
may be delivered  personally or by Certified  Mail - Return  Receipt  Requested,
postage  prepaid,  addressed to the party's last known address;  or by facsimile
transmission.

This Agreement shall be construed in accordance with and governed by the laws of
the State of California.

The  Parties  will  attempt  through  good faith  negotiation  to resolve  their
disputes.  The term "disputes" includes,  without limitation,  any disagreements
between the Parties concerning the existence,  formation,  and interpretation of
this Agreement and their obligation thereunder. If the Parties hereto are unable
to resolve their disputes through mediation.  If mediation proves  unsuccessful,
either Party may commence arbitration by sending a written notice of arbitration
to the other  Party.  The notice will state the dispute with  particularity.  As
part of the  arbitrator's  decision,  the  arbitrator  may  allocate the cost of
arbitration,  including fees of attorneys and experts,  as the arbitrator  deems
fair and equitable in light of all relevant circumstances.

         If the Parties  reasonably  believe that the amount in controversy will
be less than One Hundred Fifty Thousand  Dollars  ($150,000),  such  arbitration
will be  conducted in San Diego,  California  by an  arbitrator  selected by the
Parties,  in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration  Association then in effect. In this regard, each Party shall retain
the right to cross-examine the opposing Party's witnesses,  either through legal
counsel,  expert witnesses,  or both. The decision of the arbitrator(s) shall be
final,  binding,  and  conclusive  on all Parties  (without  any right to appeal
therefrom) and shall not be subject to judicial  review (except for abuse of the
arbitrator's discretion).

         If the Parties  reasonably  believe that the amount in controversy will
be One Hundred Fifty Thousand  Dollars  ($150,000) or greater,  then the parties
are not bound to  arbitrate  the dispute and may  commence an action in Superior
Court in San Diego, California, or in U.S. District Court in that jurisdiction.

INTENDING TO BE LEGALLY BOUND,  the parties hereto have caused this Agreement to
be executed as of the date first above written.


GREENLAND CORPORATION

BY: Eric W. Gaer, President and CEO


INTERNATIONAL POWER & ENVIRONMENTAL COMPANY

BY: Richard H. Green, President

BY: Ing. Mario Diaz Lugo, Vice President


                                    Exhibits
                                        7

<PAGE>

                                                                     EXHIBIT 10k

                       INDEPENDENT CONTRACTOR'S AGREEMENT

This INDEPENDENT  CONTRACTOR'S agreement  ("Agreement") is entered into this 9th
day of June, 1997, by and between Greenland  Corporation,  a Nevada  corporation
("Greenland"  and/or  the  "Corporation")  and  Kevin  G.  Smith,   ("Smith"  or
"Consultant"),  an individual, for the purpose of serving at the pleasure of the
Board of Directors of Greenland Corporation.

                                   1. Recital

         This Agreement is entered into in contemplation of the following facts,
circumstances and representations:

1.1      The parties desire to enter into an agreement whereby  Consultant shall
         lease office space from the  Corporation  and provide  management  with
         strategic planning advise.

1.2  Consultantagrees to the terms and conditions as more specifically set forth
herein.

1.2 As a condition of entering into this  Agreement,  the  Consultant  agrees to
assign all rights to any intellectual  property  developed by the Consultant for
any  Greenland  projects  while  working  under the terms of this  Agreement  to
Greenland.

         Now, therefore, the parties hereto agree as follows:

2.  Definitions

2.1 The term  "Technology"  shall  include  but not be  limited  to  inventions,
patented inventions, patent-pending inventions, copyrights, copyrightable works,
trade  secrets,  concepts  formed  in the mind of an  inventor  or  author  of a
definite  and  permanent  idea  of  the  complete  and  operative  invention  or
expression as it is thereafter to be applied in practice, expressed, or concepts
capable  of being  reduced  to  practice  or being  expressed  by any  person or
person(s) directly or indirectly  employed by Greenland or any of its associated
software, patents, pending patents, and trade secrets.

2.2 "Documentation" shall mean all specifications, manuals, documents, drawings,
and other tangible materials  pertaining to the Company's products,  and related
Technology.

2.3 The term "Product" shall mean any product or part thereof which:

         (a) is covered in whole or in part by an issued,  unexpired  claim or a
pending claim contained in the Patent Rights in the country in which any Product
is made, used or sold;

         (b) is covered in whole or in part by a  copyright,  either  common law
copyright or registered copyright, belonging to Greenland;

         (c) is  manufactured by using a process which is covered in whole or in
part by an issued,  unexpired  claim or a pending claim  contained in the Patent
Rights in the country in which any  Product is used or in which such  product or
part thereof is used or sold;

         (d) is  manufactured  in whole or in part by using a process which is a
trade secret of Greenland;

         (e) is derived from Patent Rights,  copyrights,  Know-How and /or trade
secrets related to Technology;

         (f) any expression which is covered in whole or in part by a copyright,
either common law copyright or registered copyright, belonging to Greenland;

         (g) any process,  device or article of manufacture  which is covered in
whole  or in part by an  issued,  unexpired  patent,  which is the  property  of
Greenland;

         (h) is derived from copyrights,  Patent Rights, Know-How,  and/or trade
secrets related to its Products and/or Technology.

                                    Exhibits
                                        8

<PAGE>

2.4 "Know-How" shall mean any and all technical data, information,  or knowledge
which  relates  to  the  Technology,  Product,  or the  manufacture,  marketing,
registration, purity, quality, potency, safety, and efficacy of the Product.
                 3. Scope Of Work To Be Performed By Consultant

3.1  Consultant   shall  serve  at  the  pleasure  of  the  Board  of  Greenland
Corporation,  and will advise the Board on management  and  technology  matters.
Consultant will report directly to Greenland's Board of Directors.

3.3 Consultant shall deliver reports from time-to-time as requested by the Board
of  Directors;  such reports  shall be written  and/or  verbal as  determined by
Consultant.

                              4. Price and Payment

4.1 Cash Compensation;  Terms of Payment. Greenland shall pay Consultant for his
services  $1,900 per week,  until  such time as a note he holds from  Greenland,
dated  6/9/97 (see Exhibit A) is paid in full,  then  Consultant  shall  receive
$1,750  per  week.  It is  understood  that due to the  start-up  nature  of the
Corporation  any salary that cannot be timely paid will accrue and be payable at
a later date.

4.2 Shares: Terms of Payment. In addition to cash compensation,  Greenland shall
pay Consultant for his services 100,000 shares of common stock issued under Rule
144 per year. The first 100,000 shares are to be issued upon the signing of this
Agreement  and the  second  block of  100,000  shares  are to be  issued  at the
beginning of the second year of the contract.

4.3 Office Rental:  Greenland shall provide  Consultant with office space on the
northwest  side of the building  (large back office) at the rental price of $200
per week. This rental clause shall remain in effect for a period of two years.

4.4  Expenses.  Consultant  will be  reimbursed  for  expenses of up to $500 per
month. All expenses in excess of $500 per month must be pre-approved.


                     5. Ownership of Technology and Product

5.1 The  Technology  and Product and all aspects of the  Technology and Product,
including but not limited to the Technology  and Product  software and hardware,
(but  excluding  materials,  designs or  expressions  that are within the public
domain  or  that  Consultant  has  previously  expressed,   has  file  copyright
registrations for, Copyright registration has been issued or has patented or has
patent  claims  pending)   developed,   expressed  or  manufactured  under  this
Agreement, shall be owned exclusively by Greenland.

5.2 Consultant  hereby expressly waives all rights to all intellectual  property
conceived,  developed,  expressed  or  reduced to  practice  by  Consultant  and
regarding the Technology  and/or  Product,  or the Technology  and/or  Product's
manufacture.  Such  intellectual  property  includes any and all trade  secrets,
expressions,   copyrights  and  patentable  process,  machine,   manufacture  or
composition of matter regarding the Technology and/or Product.

5.3 Consultant acknowledges and expressly agrees to assign any and all rights to
all intellectual property conceived, developed, expressed or reduced to practice
regarding the Technology  and/or  Product,  or the Technology  and/or  Product's
manufacture.  Such  intellectual  property  includes any and all trade  secrets,
expressions,   copyrights  and  patentable  process,  machine,   manufacture  or
composition of matter  regarding the Technology  and/or Product.  All such trade
secrets,  expressions,  copyrights and patentable products or processes shall be
owned exclusively by Greenland.

5.4  Consultant  will  provide  Greenland  with  executed   confidentiality  and
invention  agreements  (a copy of  which  is  attached  hereto  and  made a part
hereof).

                    6. Proprietary Information and Materials

6.1  Definition.  For the  purposes  of this  Agreement,  the term  "Proprietary
Information and Materials"  shall include the following items which belong to or
have been developed by Greenland,  or have been developed for Greenland under or
in conjunction with this Agreement: (i) written information, data, documents and
other material regarding or relating to the Technology and/or Product, including
source code,  object code,  engineering  drawings,  blueprints,  specifications,
diagrams,  manuals, parts lists, glossaries,  maintenance procedures,  handbooks
and  instruction  books,  if any,  which  have been  clearly  marked  "Greenland
Proprietary" or

                                    Exhibits
                                        9

<PAGE>

"Confidential"  on the first page of the same, or orally  disclosed by Greenland
to Consultant  and so designated in writing  within 14 days of oral  disclosure;
and (ii) technology,  products, designs,  copyrights,  source code, object code,
inventions,  trade secrets,  trademarks, trade names ad service marks, including
but not limited to the Technology and/or Product.

6.2  Confidentiality.  Unless  Consultant  first shall have obtained the express
written   consent  of  Greenland,   Consultant  will  not  use  any  Proprietary
Information  or materials for purposes other than the  development,  testing and
production  of  the  Technology  and/or  Product   hereunder.   All  proprietary
Information and Materials is to be kept  confidential  and is not to be supplied
to any other  person,  firm or entity for any purpose  without  express  written
consent of Greenland. For a period of five (5) years from the date of disclosure
of such Proprietary Information, each party agrees to keep confidential all such
Proprietary  Information  disclosed  to it by  the  other  party  in  accordance
herewith,  and to protect  the  confidentiality  thereof  in the same  manner it
protects the  confidentiality of similar information and data of its own (at all
times  exercising  at least a  reasonable  degree of care in the  protection  of
Proprietary Information);  provided,  however, that neither party shall have any
such  obligation with respect to use or disclosure to others not parties to this
Agreement of such  Proprietary  Information as can be  established  to: (a) have
been  known  publicly;  (b) have been known  generally  in the  industry  before
communication by the disclosing party to the recipient;  (c) have been developed
independently  by the recipient;  (d) have become  public,  without fault on the
part of the  recipient,  subsequent to disclosure by the disclosing  party;  (e)
have  been  known  otherwise  by  the  recipient  before  communication  by  the
disclosing  party; or (f) have been received by the recipient at any time from a
source (other than the  disclosing  party)  lawfully  having  possession of such
information.

6.3  Return  of  Proprietary  Information  and  Materials  to  Greenland.   Upon
completion of this  Agreement,  or in the event this  Agreement is terminated by
either party, or if either party shall fail or refuse to perform this Agreement,
Consultant shall forthwith  return all Proprietary  Information and Materials to
Greenland.

6.4 No  License  to  Manufacture  or Sell.  Consultant  shall not have any right
whatever to manufacture,  copy, derivate,  distribute assemble, offer or sell or
cause to be manufactured, copied, derivated, distributed,  assembled, offered or
sold, the Technology and/or Product or any Products or Technology of Greenland.

                            7. Terms and Termination

7.1 This Agreement shall become effective as of the date first written above and
continue in effect for a period of one year or termination  hereunder except for
the  provisions  of paragraph 6.2 which shall be binding for five years from the
termination of this Agreement.

7.2 Greenland may terminate this Agreement if the Board of Directors  determines
that the  continuation  of the  Agreement  is not in the best  interests  of the
Shareholders.  Such  termination will be effected by delivery of thirty day (30)
written  notice to  Consultant.  In the event  that  Greenland  terminates  this
contract  then  Greenland   shall  pay  consult   through  the  date  of  actual
termination.

7.3 Upon notice of termination hereof, Consultant shall return any and all data,
manuals, documents, magnetic tapes, computer disc or other medium of information
relating to the Technology and/or Product.

7.4      The term of this Agreement may be extended by mutual agreement of the 
parties as expressed in writing.

                 8. Events of Default and Remedies; Cancellation

                     [THIS SECTION INTENTIONALLY LEFT BLANK]

                                9. General Terms

9.1 Cooperation of Parties: The parties further agree that they will do all that
is required and  necessary to  accomplish  and  facilitate  the purposes of this
Agreement and that they will sign and execute any and all documents necessary to
bring about and perfect the purposes of this Agreement.

9.2  Interpretations  of  Agreement:  The parties  hereto  agree that should any
provision of this  Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the entire
Agreement in favor of or against any party herein,  but rather by construing the
terms of this Agreement fairly and reasonably in accordance with their generally
accepted meaning.

                                    Exhibits
                                       10

<PAGE>

9.3 No Presumption  Against  Drafting  Party:  This Agreement and the provisions
contained  herein shall not be construed or interpreted for or against any party
hereto because said party drafted or caused the party's legal  representative to
draft any of its provisions.

9.4 Amendments  Modifications and Waivers: No amendment,  modification or waiver
of any provision of this  Agreement  shall in any event be effective  unless the
same shall be in writing and signed by the parties  hereto.  No failure or delay
on the part of any party in  exercising  any power,  right  privilege  or remedy
under this Agreement shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such right,  power or remedy  constitute a waiver of any
other or  further  exercise  of any right,  power or  remedy.  Any waiver of any
provision  of this  Agreement,  and any consent to any  departure  by any of the
parties from the terms of any  provision of this  Agreement,  shall be effective
only in the specific instance and for the specific purpose for which given.

9.5  Severability of Provisions:  This Agreement shall be performed and shall be
enforceable  to the full extent  allowable by applicable  law. In the event that
any provision to this Agreement is declared by a court of competent jurisdiction
to be illegal, invalid, or unenforceable that provision will be severed from the
Agreement  and  the  Agreement  shall  be read  as if it did  not  contain  said
provision.  Any such provision and its severance  shall not affect the legality,
validity, applicability, enforceability or effect of the remaining provisions of
this Agreement.

9.6  Assignments:  None of the parties rights,  duties or obligation  under this
Agreement are  assignable by any of the parties hereto without the prior written
consent of the other party and any  attempted  assignment  without prior written
consent shall be null and void.

9.7 Entire  Agreement:  This  Agreement  constitutes  the entire  Agreement  and
understanding  of the  parties  hereto with  respect to the  matters  herein set
forth, and all prior negotiations,  writings and understandings  relating to the
subject  matter of this  Agreement  are  merged  herein and are  superseded  and
canceled by this Agreement.  In executing this  Agreement,  the parties have not
and do not rely on any statements,  inducements,  promises,  or  representations
made by the other  party or their  agents,  representatives  or  attorneys  with
regard to the subject matter,  basis,  or effect of this  Agreement,  except for
those specifically set forth in this Agreement. The parties acknowledge that the
terms of this  Agreement  are  contractual  and not a mere  recital.  Each party
hereto  further  certifies that it is fully familiar with the provisions of this
Agreement.

9.8  Successors:  This  Agreement  shall be binding  upon and shall inure to the
benefit of the  respective  parties  thereto,  their  legal  successors,  parent
corporations, subsidiaries, assigns, and legal representatives.

9.9 Choice of Law: The validity and  interpretation  of this  Agreement and each
clause and part thereof shall be governed by, and construed in accordance  with,
the laws and regulations then prevailing in the State of California.

9.10 Arbitration,  Legal Proceedings and Venue: The parties will attempt through
good faith negotiation to resolve their disputes.  The term "disputes" includes,
without  limitation,  any  disagreements  between  the  parties  concerning  the
existence,  formation and  interpretation of this Agreement and their obligation
thereunder.  If the  parties  hereto  are unable to resolve  their  disputes  by
negotiation,  they shall attempt to resolve their disputes through mediation. If
mediation proves unsuccessful,  either party may commence arbitration by sending
a written notice of  arbitration  to the other party.  The notice will state the
dispute with particularity.  As part of the arbitrators decision, the arbitrator
may allocate the cost of  arbitration,  including fees of attorneys and experts,
as  the   arbitrator   deems  fair  and  equitable  in  light  of  all  relevant
circumstances.  The  arbitration  hearing  shall be  commenced  thirty (30) days
following the date of delivery of notice of arbitration  to the other party,  or
as soon thereafter as set by the arbitrator(s).

          If the parties  reasonably believe that the amount in controversy will
be less  than  Thirty  Thousand  Dollars  ($30,000),  such  arbitration  will be
conducted in San Diego,  California by an arbitrator selected by the parties, in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  then in effect.  If the amount in  controversy  will likely  exceed
Thirty Thousand Dollars  ($30,000),  such arbitration  shall be conducted by the
Judicial Arbitration and Mediation Services,  Inc. ("JAMS") as arbitrator in San
Diego,  California in accordance  with the rules  promulgated  by JAMS (with the
widest  rights  of  discovery  as  provided  in the  California  Code  of  Civil
Procedure).  In this regard,  each party shall retain the right to cross-examine
the opposing party's witnesses,  either through legal counsel,  expert witnesses
or  both.  The  decision  of the  arbitrator(s)  shall  be  final,  binding  and
conclusive on all parties (without any right to appeal  therefrom) and shall not
be subject to judicial review (except for abuse of the arbitrator's discretion).

                                    Exhibits
                                       11

<PAGE>

          If the parties  reasonably believe that the amount in controversy will
exceed One Hundred Thousand Dollars  ($100,000),  then the parties are not bound
to  arbitrate  the dispute and may  commence an action in Superior  Court in the
County of San Diego, or in U.S District Court, Southern District of California.

9.11 Attorney Fees: If any legal action or any  arbitration or other  proceeding
is  brought  for the  enforcement  of this  Agreement,  or because of an alleged
dispute,  breach,  default or  misrepresentation  in connection  with any of the
provisions  of the  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover reasonable  attorney's fees and other costs incurred in that
action  or  proceeding,  in  addition  to any  other  relief  to which it may be
entitled.

9.12  Remedies  Cumulative:  Except  as  otherwise  expressly  set forth in this
Agreement,  the rights and remedies  herein  provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise  have at law or
in equity.

9.13  Notices.  Whenever  any party  desires or is  required to give any notice,
demand,  or  request  to this  Agreement,  each such  communication  shall be in
writing and shall be effective  only if it is  delivered by overnight  messenger
services,  express or  electronic  means (with  confirmed  receipt) to the other
party.

Such communications  shall be effective when they are received by the addressee.
Any  party  may  change  its  address  for  such  communications  by  giving  an
appropriate notice to the other party in conformity with this Section.

9.14 No Joint Venture:  Nothing  contained in this Agreement  shall be deemed or
construed as creating a joint venture or partnership between the parties. Except
as expressly set forth, no party by virtue of this Agreement is authorized as an
agent,  Consultant,  or  legal  representative  of  any  other  party,  and  the
relationship  of the parties  is, and at all times will  continue to be, that of
Consultant's.

9.15  Headings:  The provision  heading in this  Agreement are for reference and
convenience only. They do not form a part hereof,  and do not in any way codify,
interpret, or reflect the intent of the parties. Said headings shall not be used
to construe or interpret any provision of this Agreement.

9.16 Gender and Number:  In this  Agreement  where the context so requires,  the
masculine,  feminine or neuter gender shall be deemed to include each other, and
the singular to include the plural.

9.17     Counterparts: This Agreement may be signed in one or more counterparts.

9.18     Facsimile Transmission Signature:  A signature received pursuant to a 
facsimile transmission shall be sufficient to bind a party to this Agreement.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year first  indicated  above and this  Agreement  is effective as of
that date.


GREENLAND CORPORATION

BY: Michael deDomenico, Director


KEVIN G. SMITH


                                    Exhibits
                                       12

<PAGE>

                                                                     EXHIBIT 10l

                             SALES AGENCY AGREEMENT

         Agreement  made this 14th day of June 1997,  by and  between  Greenland
Corporation, a Nevada corporation  ("Principal"),  7084 Miramar Road, 4th Floor,
San Diego,  California 92121,  International  Power & Environmental  Company,  a
California  corporation,  812  San  Luis  Obispo  Place,  Suite  C,  San  Diego,
California 92109,  ("Agent"),  and Delgado & Ibanez, a Spanish law firm, Avenida
de Filipinas, 48, 28003 Madrid, Spain ("Representative").

         In  consideration  of  the  mutual  terms,   conditions  and  covenants
hereinafter set forth, Principal, Agent, and Representative agree as follows:

Principalappoints both Agent and Representative as its sales  representatives to
         sell the products and/or  contracts for installation of the products of
         the Principal related to Greenland Corporation's  AirLink(TM) automated
         meter reading system for electric, water, and gas utilities.

Agent and Representative accept the appointment and agree to promote, market and
sell the products of the Principal under terms mutually acceptable to Principal,
Agent,  and  Representative  as  established  from  time-to-time  based upon the
requirements of each particular transaction.

The parties  agree that the list of products  and/or  prices may be amended from
time to time. Principal may unilaterally change terms of sale and prices.

Agent and Representative shall be entitled to represent  Principal's products in
Spain and Portugal to customers that Agent and/or Representative shall identify,
in advance,  in writing to Principal.  Principal  shall have the right to refuse
any orders submitted by Agent in its sole discretion.  Notwithstanding  the fact
that  Principal may have also  established  prior  relationships  with potential
customers for its  products,  Principal  shall not accept orders from  customers
identified in advance by Agent and/or Representative, in writing, without paying
Agent and Representative commissions outlined in this Agreement.

Agent and  Representative  shall use their best  efforts to promote,  market and
sell the products  referenced in paragraph 1, above, and to devote such time and
attention as may be reasonably necessary.

Agent and Representative agree that, during the term of this Agreement,  and for
a period of one (1) year thereafter,  Agent and Representative,  either directly
or  indirectly,  shall  handle no products  that are  competitive  with  AirLink
products.

Principal agrees that Agent and  Representative  may employ  representatives  in
furtherance of this Agreement and Agent and Representative agree that they shall
be  solely  responsible  for the  payment  of  wages  or  commissions  to  those
representatives and that under no circumstances  shall their  representatives be
deemed employees of Principal for any purpose whatsoever.

Notwithstanding  paragraph 3, above, for sales of AirLink electric meter reading
units, Principal shall sell each unit for $100.00 and shall pay Agent $20.00 per
unit as a sales commission and shall pay Representative $10.00 per unit as sales
commission and an additional  $20.00 per unit to provide financing for the sale.
Prices and Agent fees for water and gas meters shall be  established  at a later
date. It is understood that fees paid to Agent and  Representative  for sales of
AirLink  products  are  determined  based upon the sales  price.  However,  both
Principal  and Agent agree that these  terms can be  modified  from time to time
and/or  from sale to sale with their  mutual  consent.  Representative  shall be
responsible  for providing  financing of the entire  purchase price of each sale
and shall be entitled  to  withhold  commissions  and fees while  remitting  the
balance of not less than $50.00 per unit to Principal.  All orders shall be paid
for in advance and funds may be placed in escrow in favor of  Principal  to draw
on said escrow account according to a schedule approved in advance.

Minimum  opening  orders shall be for five  thousand  (5,000)  units.  Orders in
smaller  quantities  will be  accepted  only if they are  follow-on  orders from
existing customers.

This Agreement shall be for a period of five (5) years unless sooner  terminated
by mutual  agreement of the parties;  or, for cause, by either party upon thirty
(30) days' written notice.

                                    Exhibits
                                       13

<PAGE>

Agent and  Representative  are independent  contractors and nothing contained in
this  Agreement  shall be deemed or  interpreted  to  constitute  the Agent as a
partner or employee of the Principal,  nor shall either party have any authority
to bind the other in any respect, it being understood and agreed that all orders
submitted by Agent and  Representative are subject to acceptance by Principal in
its sole discretion.

It is  agreed  between  the  parties  that  there  are no  other  agreements  or
understandings  between them relating to the subject  matter of this  Agreement.
This Agreement  supersedes all prior  agreements,  oral or written,  between the
parties and is intended as a complete and  exclusive  statement of the agreement
between the parties.  No change or modification of this Agreement shall be valid
unless the same be in writing and signed by the parties.

This  Agreement  shall not be  assigned by Agent or  Representative  without the
prior  written  consent of  Principal.  In the event of a change of ownership or
control of Principal,  this Agreement and all of its terms and conditions,  will
remain in full force and effect.

Agent  and  Representative  shall  not  divulge  to any  person,  firm or firms,
corporation or corporations,  any trade secret having to do with the business of
Principal  that shall come to the  knowledge of Agent and/or  Representative  by
reason  of  this  Agreement  and  the  relationship  of  Principal,  Agent,  and
Representative created by this Agreement,  during the term of this Agreement and
for three (3) years after the termination of this Agreement.

Agent and  Representative  agree that Principal shall not be liable for: any (i)
losses; (ii) damage,  including  consequential  damages;  (iii) detention;  (iv)
delay or failure to perform in whole or in part resulting from causes beyond the
control  of  Principal  including  but not  limited  to:  acts  of God;  acts or
omissions of Principal; fires; strikes; insurrections;  riots; embargoes; delays
in transportation;  inability to obtain supplies; or requirements or regulations
of the United States government or any other civil or military authority. Delays
or  non-performance  excused by this  provision  shall not excuse payment of any
amount due hereunder owed at the time of the occurrence.

No waiver of any term,  provision or condition of this Agreement,  the breach or
default  thereof,  by conduct or otherwise,  in one or more  instances  shall be
deemed to be either a continuing  waiver or a waiver of a  subsequent  breach or
default of any such term, provision or condition of this Agreement.

All notices  required or permitted to be given hereunder shall be in writing and
may be delivered  personally or by Certified  Mail - Return  Receipt  Requested,
postage  prepaid,  addressed to the party's last known address;  or by facsimile
transmission.

This Agreement shall be construed in accordance with and governed by the laws of
the State of California.

The  Parties  will  attempt  through  good faith  negotiation  to resolve  their
disputes.  The term "disputes" includes,  without limitation,  any disagreements
between the Parties concerning the existence,  formation,  and interpretation of
this Agreement and their obligation thereunder. If the Parties hereto are unable
to resolve their disputes through mediation.  If mediation proves  unsuccessful,
either Party may commence arbitration by sending a written notice of arbitration
to the other  Party.  The notice will state the dispute with  particularity.  As
part of the  arbitrator's  decision,  the  arbitrator  may  allocate the cost of
arbitration,  including fees of attorneys and experts,  as the arbitrator  deems
fair and equitable in light of all relevant circumstances.

            If the Parties  reasonably  believe  that the amount in  controversy
will  be  less  than  One  Hundred  Fifty  Thousand  Dollars  ($150,000),   such
arbitration will be conducted in San Diego, California by an arbitrator selected
by the Parties,  in  accordance  with the  Commercial  Arbitration  Rules of the
American  Arbitration  Association  then in effect.  In this regard,  each Party
shall retain the right to cross-examine the opposing Party's  witnesses,  either
through  legal  counsel,   expert  witnesses,  or  both.  The  decision  of  the
arbitrator(s)  shall be final,  binding,  and conclusive on all Parties (without
any right to appeal  therefrom)  and shall not be  subject  to  judicial  review
(except for abuse of the arbitrator's discretion).



                                    Exhibits
                                       14

<PAGE>

         If the Parties  reasonably  believe that the amount in controversy will
be One Hundred Fifty Thousand  Dollars  ($150,000) or greater,  then the parties
are not bound to  arbitrate  the dispute and may  commence an action in Superior
Court in San Diego, California, or in U.S. District Court in that jurisdiction.

INTENDING TO BE LEGALLY BOUND,  the parties hereto have caused this Agreement to
be executed as of the date first above written.


GREENLAND CORPORATION                                

BY:      Eric W. Gaer, President and CEO


INTERNATIONAL POWER & ENVIRONMENTAL CO

BY:      Richard H. Green, President

         Ing. Mario Diaz Lugo, Vice President


DELGADO & IBANEZ

BY:      Juan Delgado



                                    Exhibits
                                       15

<PAGE>

                                                                     EXHIBIT 10m

                         ASSIGNMENT OF OPTION AGREEMENT

         This Assignment,  dated June 24, 1997, is made by and between Greenland
Corporation  ("Greenland"),  as assignor, and Eyre Trading Group, Ltd. ("Eyre"),
as assignee.

                                    RECITALS

     Whereas  Greenland  has  entered  into  an  option  agreement  and  related
amendments thereto ("Option"), dated December 28, 1995, which is attached hereto
and incorporated herein by this reference as Exhibit A, to acquire, as Optionee,
certain  real  property  situated  in Pima  County,  Arizona and  consisting  of
approximately 102 acres (the "Property").

     Whereas Eyre desires to acquire  Greenland's  option granting the exclusive
right to purchase,  as Optionee,  the Property at an agreed upon price and under
specific terms and conditions set forth in such Option.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are acknowledged, the parties agree as follows:

         Assignment of Option to Purchase.  Subject to the terms and  conditions
of this Agreement,  and in reliance upon the  representations,  warranties,  and
agreements herein contained,  Greenland,  as Optionee,  shall assign to Eyre all
rights and title to, and  interest  in, the  exclusive  Option to  purchase  the
Property on the terms and conditions set forth in the underlying Option,  herein
attached as Exhibit A.

         Consideration  for  Assignment  of  Option.  As  consideration  for the
assignment  of the Option to purchase  the  Property,  Eyre agrees to deliver to
Greenland  one million one hundred  thousand  (1,100,000)  shares of its Class B
Convertible  Preferred  Shares and to assume all  remaining  obligations  of the
Optionee in the underlying Option.

         Option Consideration. Greenland represents, and Eyre acknowledges, that
all  consideration  paid to or for the benefit of Optionors in  consideration of
granting the Option  shall  belong to Optionors  and be retained by Optionors in
consideration  of  granting  the  Option,  whether  or not  Optionee  ultimately
exercises  Optionee's right to purchase the Property.  Optionors have no duty to
account  to  Optionee  for the  consideration  paid by  Optionee;  however,  all
consideration  paid by Optionee  shall be credited to the purchase  price of the
Property in the event the Option is exercised.

         Purchase Price.  Greenland represents,  and Eyre acknowledges,  that if
the Option is exercised,  the purchase price of the underlying  Property and the
terms of  purchase,  as set forth in the  Option  attached  hereto as Exhibit A,
shall generally be as follows:

                 Optionee  shall  pay  the  sum  of  Forty  Thousand  Dollars
              ($40,000.00) cash;

                 Optionee  shall assume or pay in its entirety an existing First
              Deed of Trust in favor of J. David Franklin and Susan A. Franklin,
              husband  and  wife,  in the  amount  of Four  Hundred  Thirty-Five
              Thousand  Dollars  ($435,000.00),  plus  all  accrued  and  unpaid
              interest thereon;

                 Optionee  shall assume all  delinquent  property taxes owing on
              the  Property,  including  any  taxes  accruing  after the date of
              Option;

                 Optionee shall deliver one million two hundred seventy thousand
              three hundred fifty-nine (1,270,359) shares of the common stock of
              Greenland  Corporation  to Optionors,  to be divided among them in
              the ratio of their  ownership  interest in the Property.  Optionee
              shall be given credit for any stock issued to Optionors' creditors
              prior to the close of escrow.

         Portion of Purchase Price Paid by Greenland.  Greenland  represents and
warrants, and Eyre acknowledges,  that Greenland,  as Optionee in the underlying
Option,  has  paid the  following,  and only  the  following,  consideration  to
Optionor with respect to the purchase price noted in Article 4, above,  and Eyre
further  acknowledges that Eyre shall, in the event Eyre chooses to exercise the
Option, be responsible, as Optionee, for all other and additional obligations of
purchase:

                 The sum of Thirty-Five Thousand Dollars ($35,000.00) cash. (See
attached Exhibit B).

                                    Exhibits
                                       16

<PAGE>

                 One  million  two  hundred   seventy   thousand  three  hundred
              fifty-nine  (1,270,359)  shares of the common  stock of  Greenland
              Corporation. (See Attached Exhibit B).

         Special   Provisions   Regarding   Eyre  Preferred   Stock.   Greenland
understands  and  acknowledges  that  the  shares  of Eyre  Class B  Convertible
Preferred  Stock it is  receiving as  consideration  for the  assignment  of the
Option have not and will not be registered  under the Securities Act of 1934, as
amended  (the  "Act"),  and are not  freely  tradable.  In  addition,  Greenland
understands the shares are not convertible  into Eyre common shares for a period
of two years after  issuance.  Therefore,  the shares must be held by  Greenland
indefinitely  unless the shares are sold  pursuant to an effective  Registration
Statement  under the Act,  are sold  pursuant  to an  available  exemption  from
registration  requirement  of the Act, or are converted to  free-trading  common
stock after a period of at least two years after issuance.

         Greenland's Representations, Warranties, and Indemnification. Greenland
represents  to Eyre as follows in sections  (a) through (f) below;  furthermore,
Greenland agrees to indemnify,  defend,  and hold Eyre harmless from and against
any  losses,  costs,  damages  and  expenses  (including,   without  limitation,
attorneys'  fees and costs)  incurred by Eyre and  resulting  from any breach by
Greenland of any of Greenland's  representations,  warranties,  and covenants as
set forth in this Agreement.

                     Organization,   etc.   Greenland  is  a  corporation   duly
                  organized,  validly  existing,  and in good standing under the
                  laws of Nevada  and has full power and  authority  to carry on
                  its  business  as it iis now  being  conducted  and to own the
                  properties and assets it now owns.

                     Authorization,   etc.   The  Company  has  full  power  and
                  authority  to enter into this  Agreement  and to carry out the
                  transaction  contemplated  hereby.  The  Company has taken all
                  action required by law, its charter, or otherwise to authorize
                  the  execution   and  delivery  of  this   Agreement  and  the
                  transactions  contemplated  hereby,  and this  Agreement  is a
                  valid and  binding  Agreement  of the Company  enforceable  in
                  accordance with its terms.

                     No  Violation.  Neither the  execution and delivery of this
                  Agreement,   nor   the   consummation   of   the   transaction
                  contemplated   hereby,  will  violate  any  provision  of  any
                  contracts, agreements, or be in conflict with, or constitute a
                  default  (or an event  which,  with notice or lapse of time or
                  both,  would  constitute  a default)  under,  or result in the
                  termination of, or accelerate the performance  required by, or
                  cause  the   accelartion  of  the  maturity  of  any  debt  or
                  obligation   pursuant   to,  or  result  in  the  creation  or
                  imposition of any security interest, lien or other encumbrance
                  upon any  property  or assets of the  corporation  under,  any
                  mortgage,   bond,   indenture,   agreement,   lease  or  other
                  instrument,  obligation or commitment to which the corporation
                  is a party or by which it is  subject,  or violate any stature
                  of law or any judgement,  decree, order, regulation or rule of
                  any court or governmental authority.

                     Consents.  No consent of any  person is  necessary  for the
                  consummation of the transactions contemplated hereby which has
                  not already been obtained and  disclosed,  including,  without
                  limitation, consents from parties to loans, contracts, leases,
                  or other agreements and consents from  governmental  agencies,
                  whether federal, state or local. Particularly,  the assignment
                  of the underlying Option requires the approval of the Optionor
                  of that  agreement,  evidence  of which  approval  is attached
                  hereto, and incorporated by reference, as Exhibit C.

                     Prior  Agreements  and Payments.  Greenland has  heretofore
                  delivered to Eyre,  and has attached  hereto as Exhibits A and
                  B, the agreement,  and  associated  amendments  thereto,  with
                  respect to the underlying  Option granted for the  acquisition
                  of the Property,  as well as documentation  evidencing any and
                  all payments, or deliveries,  by Greenland to the Optionor, as
                  consideration for the purchase of the Property.

                     Indemnification.   Notwithstanding  the  above,   Greenland
                  irrevocably covenants,  promises, and agrees to indemnify Eyre
                  and to hold Eyre harmless from and against any and all losses,
                  claims,   expenses,   suits,   damages,   costs,   demands  or
                  liabilities,  joint or  several,  of  whatever  kind or nature
                  which Eyre may  sustain  or to which  Eyre may become  subject
                  arising out of or relating in any way to  misleading or untrue
                  statements  related  to  the  representations   made  in  this
                  Agreement   including,   without  limitation,   in  each  case
                  attorneys'  fees,  costs and  expenses  actually  incurred  in
                  defending  against  or  enforcing  any  such  losses,  claims,
                  expenses, suits, damages or liabilities.

                                    Exhibits
                                       17

<PAGE>

         Eyre's   Representations,   Warranties,   and   Indemnification.   Eyre
represents   to  Greenland  as  follows  in  sections  (a)  through  (f)  below;
furthermore,  Eyre agrees to indemnify, defend, and hold Greenland harmless from
and  against  any  losses,  costs,  damages  and  expenses  (including,  without
limitation,  attorneys' fees and costs) incurred by Greenland and resulting from
any breach by Eyre of any of Eyre's representations,  warranties,  and covenants
as set forth in this Agreement.

                  (a)  Organization,  etc. Eyre is a corporation  duly organized
         and validly existing under the laws of the state of Colorado.  Eyre has
         made all filings and is in good  standing in the  jurisdictions  of its
         formation and in each other  jurisdiction in which the character of the
         property it owns or the nature of the business it transacts  makes such
         filings  necessary or where the failure to make such filings could have
         a material  adverse  effect on the  business,  operations,  assets,  or
         condition (financial or otherwise) of Eyre.

                  (b) Authorization,  etc. Optionee's execution,  delivery,  and
         performance of this Agreement has been duly authorized by all necessary
         corporate  action.  This Agreement has been duly executed and delivered
         by Eyre and constitutes  the legal,  valid,  and binding  obligation of
         eyre, enforceable in accordance with its terms.

                  (c)   Indemnification.   Notwithstanding   the   above,   Eyre
         irrevocably covenants,  promises, and agrees to indemnify Greenland and
         to hold Greenland harmless from and against any and all losses, claims,
         expenses,  suits,  damages,  costs,  demands or  liabilities,  joint or
         several,  of whatever kind or nature which  Greenland may sustain or to
         which  Greenland may become  subject  arising out of or relating in any
         way to misleading or untrue statements  related to the  representations
         made in this  Agreement  including,  without  limitation,  in each case
         attorneys'  fees,  costs and  expenses  actually  incurred in defending
         against or enforcing any such losses, claims, expenses,  suits, damages
         or liabilities.

         No  Untrue  or   Misleading   Statements.   None  of  the   warranties,
representations,  or statements made by any party in this Agreement  contain any
untrue  statements of material  fact, or omit a material fact necessary in order
to make the statements not misleading.

         Memorandum of Option.  The underlying  Option,  in the form attached to
this  Agreement as Exhibit D, has been recorded in the Official  Records of Pima
County, Arizona.

         Miscellaneous.

                  Attorneys' Fees. If any controversy,  claim, or dispute arises
         between the parties relating to this Agreement,  or the breach thereof,
         the prevailing party or parties shall be entitled to recover reasonable
         attorneys' fees and costs.

               Counterparts.   This   Agreement  may  be  executed  in  multiple
          counterparts,  each of which shall be deemed to be an original and all
          of which together shall constitute one and the same instrument.

               Captions.   The  section  headings  and  paragraph  captions  are
          intended  solely for the  convenience  of the  parties and not for the
          purpose of interpreting this Agreement.

                  Severability.  If any portion of this  Agreement is determined
         by a court of competent  jurisdiction  to be invalid or  unenforceable,
         then such  portion  shall be deemed  to be  severed  from and shall not
         affect the remainder of this Agreement.

               Survival.  All  representations,   warranties,   covenants,   and
          indemnities contained in this Agreement shall survive the Closing.

                  Notices.  All notices and demands  required or permitted to be
         given  hereunder  shall be in writing and shall be deemed  given on the
         date of delivery, if personally delivered or delivered by facsimile or,
         if  expressed,  on the next day after  depositing  it with an overnight
         express  delivery  service,  in sufficient  time for next day delivery,
         charges prepaid and properly addressed as follows:

                  Greenland Corporation
                  7084 Miramar Road, Suite 400
                  San Diego, CA 92121



                                    Exhibits
                                       18

<PAGE>

                  Jeffrey A. Nichols, Atty. At Law
                  Attn: Eyre Trading Group, Ltd.
                  388 Market Street, Suite 500
                  San Francisco, CA 94111

                  Any party may change his or here  address  for purpose of this
         paragraph by giving the other parties  notice of the new address in the
         manner set forth above.

               Governing Law. This Agreement  shall be governed by and construed
          under the laws of the State of California.

                  Arbitration,  Legal  Proceedings  and Venue.  The Parties will
         attempt through good faith  negotiation to resolve their disputes.  The
         term "disputes" includes, without limitation, any disagreements between
         the Parties concerning the existence,  formation, and interpretation of
         this Agreement and their obligation  thereunder.  If the Parties hereto
         are unable to resolve their disputes by negotiation, they shall attempt
         to resolve  their  disputes  through  mediation.  If  mediation  proves
         unsuccessful,  either  Party  may  commence  arbitration  by  sending a
         written notice of arbitration to the other Party. The notice will state
         the dispute with  particularity.  As part of the arbitrators  decision,
         the arbitrator may allocate the cost of arbitration,  including fees or
         attorneys and experts,  as the  arbitrator  deems fair and equitable in
         light of all relevant  circumstances.  The arbitration hearing shall be
         commenced  thirty (30) days following the date of delivery of notice of
         arbitration  to the other Party,  or as soon  thereafter  as set by the
         arbitrator(s).

                  If a Party reasonably  believes that the amount in controversy
         will  be  less  that  Twenty-Five  Thousand  Dollars  ($25,000),   such
         arbitration will be conducted in San Diego, California by an arbitrator
         selected by the Parties, in accordance with the Commercial  Arbitration
         Rules of the American  Arbitration  Association then in effect.  If the
         amount in controversy will likely exceed  Twenty-Five  Thousand Dollars
         ($25,000),   such  arbitration  shall  be  conducted  by  the  Judicial
         Arbitration and Mediation Services,  Inc. ("JAMS") as arbitrator in San
         Diego,  California in  accordance  with the rules  promulgated  by JAMS
         (with the widest rights of discovery as provided in the California Code
         of Civil Procedure). In this regards, each Party shall retain the right
         to cross-examine the opposing Party's  witnesses,  either through legal
         counsel,  expert witnesses,  or both. The decision of the arbitrator(s)
         will be final, binding and conclusive on all Parties (without any right
         to appeal  therefrom)  and  shall not be  subject  to  judicial  review
         (except for abuse of the arbitrator's discretion).

                  If a Party reasonable  believes that the amount in controversy
         will exceed One Hundred Thousand Dollars  ($100,000),  then the Parties
         are not bound to  arbitrate  the dispute and may  commence an action in
         Superior Court in the County of San Diego,  or in U.S.  District Court,
         Southern District of California.

               Binding  Effect.  This Agreement shall be binding on and inure to
          the benefit of the respective heirs, assigns,  successors-in-interest,
          executors, administrators, and representatives of the Parties.

                  No  Third  Party  Beneficiary.   This  Agreement  is  for  the
         exclusive  benefit of the parties,  creates rights and duties only with
         respect to the parties, and is not intended to benefit any other person
         or entity.

                  Entire Agreement. This Agreement contains the entire agreement
         of the  parties  and  supersedes  any and  all  priot  written  or oral
         agreements   between  them   concerning  the  subject  matter  of  this
         Agreement. There are no representations,  agreements,  arrangements, or
         understandings,  oral or written, between the parties,  relating to the
         subject matter of this Agreement, which are not fully expressed herein.

                  Waiver. No waiver of any right, remedy, or breach of a duty as
         provided  herein  shall be  effective  unless it is in  writing  and is
         signed by the waiving party;  no such waiver shall  constitute a waiver
         of any other  rights,  remedy,  or  breach;  and no delay or failure to
         enforce  any  right or  remedy  shall  preclude  or  affect  the  later
         enforcement of such right or remedy.

                  Further  Assurances.  The parties  shall take such actions and
         shall  execute,  have  acknowledged  (if  necessary),  and deliver such
         documents as may be reasonable or necessary to effectuate  the purposes
         and intents of this Agreement.

               Amendments.  No amendment or  modification  of, deletion from, or
          addition to this Agreement shall be effective  unless it is in writing
          and is executed and delivered by all the parties.

                                    Exhibits
                                       19

<PAGE>

               Authority.  Each person  executing this Agreement  represents and
          warrants  that he had  proper  authority  to bind  the  party on whose
          behalf he is executing it.

            IN WITNESS  WHEREOF,  the parties  hereto have  executed this Option
Agreement as of the date first above written.



            GREENLAND

            BY: Eric W. Gaer, President and CEO





            EYRE

            BY: Doug Silva, President



                                    Exhibits
                                       20

<PAGE>

                                                                     EXHIBIT 10n

                         COOPERATIVE MARKETING AGREEMENT
AGREEMENT made this 21st day of July, 1997  ("Agreement") by and between StarCom
USA Inc.,  ("StarCom")  located at 4800 S. 188th Street,  Suite 130, Seattle, WA
98188,  and  Greenland  Corporation,  ("Greenland")  a  wireless  communications
company having its offices at 7084 Miramar Road, San Diego, California 92121

THE PURSPOSE of this Agreement is to establish terms and conditions  pursuant to
which both  Greenland  and  StarCom  shall  perform  services  for,  and provide
benefits to, the other, which are expected to result in increased sales of their
products to third party Customers,  including but not necessarily limited to the
Power Authority of Puerto Rico.

WHEREAS, it is the desire and intent of Greenland and StarCom to develop between
them an agreement wherein each company shall provide its unique  capabilities to
make available  comprehensive,  advanced technology in the information gathering
needs of utility companies in the United States.

WHEREAS  Grccnland,  having  developed a patent-pending  wireless  communication
technology for use in automated meter reading (AMR) called "AirLink(TM)", wishes
to utilize  these  resources  in  concert  with  StarCom to supply the  complete
Airlink package to the utility industry.

WHEREAS StarCom has developed unique and proprietary solutions for wireless data
communications   network   services,   in-vehicle  unit  solutions  and  generic
mapping/dispatch  applications  software  for global  opportunities  with market
discriminators   in  network   coverage  and  cost  and  StarCom  has  developed
relationships  with utility  companies and wishes to utilize these  resources in
conceit with Greenland to supply a complete  "StarTrack(TM)"  and  "StarNet(TM)"
package to the utility industry.

THEREFORE, in consideration of the representations,  warranties,  and covenants,
including in particular,  the cooperative  marketing and exclusivity  covenants,
contained herein, Greenland and StarCom agree as follows:

I.   DEFINITIONS
Greenland  "Application  Systems," hereafter referred to as "AirLink" shall mean
and  refer  to those  computer  programs,  hardware  and  documentation  related
thereto,  developed by Greenland to perform  particular tasks,  which are listed
and more fully  described  in  Appendix  A.  Appendix A may,  by mutual  written
agreement of the parties, be amended from lime to time.

StarCom  "Application   Systems,"  hereafter  referred  to  as  "StarTrack"  and
"StarNet",  shall mean and refer to those communications  products,  technology,
hardware  and  documentation  related  thereto,  developed by StarCom to perform
particular  tasks,  which are listed and more fully  described  in  Appendix  B.
Appendix B may, by mutual written agreement of the parties, be amended from time
to time.

II.      TERM

This  Agreement  shall  become  effective  on the date first set forth above and
shall  remain in effect  for five (5) years,  unless  sooner  terminated  by the
parties as provided herein.  It shall  thereafter be  automatically  renewed for
successive  one(1) year terms unless  either Party  provides  written  notice of
termination at least sixty (60) days prior to commencement of a net term, unless
sooner terminated by the parties as provided herein.

III.     OBLIGATIONS
Each Party shall perform services as follows:

1. Technical Services

            (a) System  Integration.  Each Party  shall  provide  assistance  to
ensure the integration of the  Application  System.  When necessary,  each Party
shall work to improve the performance of the integrated Application System.


                                    Exhibits
                                       21

<PAGE>

            (b) Documentation.  Each Party shall deliver complete  documentation
for third party use of their Application Systems.

2. Names and  Trademarks.  Each Party hereby consents to the use by the other of
its  corporate  name,  the  names  of the  Application  System,  and  all of its
trademarks and other  proprietary names in order to enable each Party to fulfill
its obligations under, and receive the benefits of this Agreement.

3. Sales  Assistance.  Based upon mutual  agreement,  each Party will assist the
other by  performing  appropriate  tasks  including,  but not  limited  to,  the
following:

     informing  prospective  Customers that the StarTrack" and "StarNet" Systems
are interoperable with the AirLink System and vice versa;

            (b) developing and supplying marketing and promotional  material for
the  AirLink/StarTrack/StarNet  System which  describes their  availability  and
performance;

            (c)  supplying  technical  documentation  on all  versions  of  each
Application  System  and  other  technical  support,  including  consulting,  as
mutually agreed to by Greenland and StarCom;

            (d) developing and supplying,  specifically  for use by each Party's
sales organization, a guide to the AirLink/StarCom Systems which describes their
features and benefits;
            (e) providing  technical  support of  appropriate  quality to enable
both parties to demonstrate the  AirLink/StarTrack/StarNet  System at such trade
shows and Greenland 's seminar  series as shall be selected by mutual  agreement
of StarCom and Greenland;

            (f) both shall  provide a complete unit of each product at no charge
for promotional purposes;

            (g) providing copies of current  published price lists and sales and
license agreements applicable to each AirLink/StarTrack/StarNet System.
            4. Sales  Coordination.  It is the intent of both parties to jointly
market a particular  Customer,  however,  in order to insure that a  coordinated
sales effort occurs  between the Parties,  it is understood  and agreed that the
company   that   creates  the  initial   Customer   contact  will  have  primary
responsibility  for all  communications  with that  Customer.  A list of current
customers will be provided in Attachment 1. This includes all verbal and written
communication.  Any  communication  that  occurs  where the  primary  company is
bypassed will be immediately  copied or otherwise  transmitted via memorandum to
the primary  company.  Subject to mutual  agreement  and with the intent to best
service the  Customer,  responsibility  for primary  contact may transfer to the
other Party.

The Parties agree that they will not compete  independently  with respect to the
Customers  identified in Exhibit C or any other party for the work identified in
this Agreement.  The Parties  additionally  agree not to disclose technical data
with competitors with respect to the work identified in this Agreement.

The  Parties  understand  and agree  that in order to best  serve the  Customer,
situations  may arise where the systems are sold  separately  or  implementation
and/or  add-ons occur over a period of time.  The Parties agree to work together
in a  coordinated  manner  that is in the best  interest  of the  Customer.  The
Parties  will make a  "best-effort"  to promote  the sales of the other  party's
system,  and to allow the  other  Party to make  their  own sales  presentation.
However,  the Parties recognize that due to existing  Customer radio,  computer,
and/or  software  systems,  sale of one of the Party's  system may not occur and
consequently  the  selling  Party's  system  may  have to be  integrated  with a
competitor's product.

5. Customer Support. For so long as this Agreement is in effect, and for one (1)
year following its termination (for any reason  whatsoever),  both Parties shall
offer to the Customers,  at commercially  reasonable  prices, a complete support
and  maintenance  program for the StarCom Systems  interoperable  with Greenland
systems, including, but not limited to:


                                    Exhibits
                                       22

<PAGE>

            (a) installation/integration
            (b) timely problem reports
            (c) problem fixes

V. RELATIONSHIP OF THE PARTIES

Greenland  and StarCom  are each  independent  contractors.  Each Party shall be
solely  responsible for determining its manner of performance of its obligations
under this  Agreement.  Neither Party shall be, nor represent  itself to be, the
franchiser,  franchisee,  partner,  broker,  employee,  servant, agent, or legal
representative of the other Party for any purpose  whatsoever.  Neither Party is
granted  any  right  or  authority  to  assume  or  create  any  obligations  or
responsibility,  express  or  implied,  on behalf of or in the name of the other
Party or to bind the other  Party in any matter or thing  whatsoever,  including
but not limited to, the right or authority to obligate the other Party to accept
or deliver any order,  or to sell or refuse to sell to any third party.  Neither
Party shall be entitled to share any sales and/or licensing revenues received by
the other.

1. The parties  agree to co-market for dispatch,  service  provider  management,
billing,  and other  functions to be conducted  while doing  business with those
Customers  identified in Exhibit C that have a requirement  for AMR. Thc initial
target  industries  electric and water utilities.  Specific target companies are
identified  in Appendix C and may be changed from time to time.  This  agreement
shall apply to government,  commercial  and foreign  business  entities  without
geographical or territorial restriction that are mutually speed to and listed in
Exhibit C.

2. The parties  agree that they will not compete  independently  with respect to
the Customers identified in Exhibit C or any other party for the work identified
in this Agreement. The parties additionally agree not to disclose technical data
with competitors with respect to the work identified in this Agreement.

3. Neither Party shall issue a news release, public announcement, advertisement,
or any other form of publicity  concerning  his efforts in connection  with this
Agreement  without obtaining prior written approval from the other Party. In the
event such approval is granted,  any resulting form of publicity shall give full
consideration to the role and contributions of the other Party.

4. StarCom  shall  indemnify  and hold  Greenland  harmless from all third party
claims,  liabilities,  and losses, including reasonable attorneys' fees, whether
or not suit is brought or liability is established, resulting from: (i) any acts
or omissions of StarCom; (ii) any use, performance, or non-performance of any of
the StarCom  Systems;  or, (iii) any use of any results obtained from the use of
the StarCom Systems.

5.  Greenland  shall  indemnify  and hold StarCom  harmless from all third party
claims,  liabilities,  and losses, including reasonable attorneys' fees, whether
or not suit is brought or liability is established, resulting from: (i) any acts
or omissions of Greenland; (ii) any use, performance,  or non-performance of any
of the AirLink  Systems:  or, (iii) any use of any results obtained from the use
of the AirLink Systems.


6.  All  orders  for each  Party's  Application  Systems  shall  be  subject  to
acceptance  in  writing  by an  authorized  employee  of  the  other  Party,  in
accordance with its standard business practices.

7.  Nothing  in this  Agreement  is  intended  to make any  party a third  party
beneficiary  hereof. Any obligation assumed by either Greenland or StarCom, as a
result of this Agreement, to provide or make available any product or service to
any  Customer  or other  party is assumed  strictly  for the purpose of enabling
StarCom and/or  Greenland to increase sales,  and any resulting  benefit to that
Customer or other party is entirely incidental.

8. Greenland  acknowledges that StarCom has existing agreements with entities in
Europe,  MBCE and its affiliates,  for European  wireless data utilizing  meteor
burst and ELOS technologies,  and Greenland agrees not to circumvent StarCom for
business transactions with MBCE entities during the term of this agreement.


                                    Exhibits
                                       23

<PAGE>

VI.      REPRESENTATIONS AND WARRANTIES

1. StarCom hereby represents and warrants that:

            (a) StarCom is the sole  franchisee for StarTrack and StarNet in the
United States of America, free from all claims of third parties;

            (b) each StarCom System shall not infringe any patent, trade secret,
copyright or other  proprietary right of any person or entity during the term of
(his Agreement. StarCom agrees to defend, at its sole expense, any claim or suit
brought  against  Greenland or any Customer (but only in the event  Greenland is
obligated  to  defend  such  Customer  against  such  suit)  based on a claim of
infringement of a patent,  copyright,  trade secret or other proprietary  right.
StarCom  shall pay  resulting  costs,  damages,  and  attorney's  fees  provided
Greenland promptly notifies it of the claim or suit;

            (c) it shall not make any representation to third patties concerning
Greenland,  the AirLink  Application  Systems,  or Greenland 's other  products,
except  through  the  distribution  of then  current  information  published  by
Greenland; and,

            (d) it shall fulfill all of its obligations to the Customers.

2. Greenland hereby represents and warrants that:

            (a)  Greenland  is the owner of each  AirLink  System it offers  for
sale, free from all claims of third parties,

            (b) each AirLink System shall not infringe any patent, trade secret,
copyright or other  proprietary right of any person or entity during the term of
(his Agreement.  Greenland agrees to defend,  at its sole expense,  any claim or
suit brought  against  StarCom or any Customer (but only in the event StarCom is
obligated  to  defend  such  Customer  against  such  suit)  based on a claim of
infringement of a patent,  copyright,  trade secret or other proprietary  right.
Greenland  shall pay resulting  costs,  damages,  and  attorney's  fees provided
StarCom promptly notifies it of the claim or suit;

            (c) it shall not make any representation to third parties concerning
StarCom,  the StarCom Systems,  or StarCom's other products,  except through the
distribution of then current information published by StarCom; and,

            (d) it shall fulfill all of its obligations to the Customers.

Each Party  represents  and warrants  that it is  authorized  to enter into this
Agreement and that none of the provisions of this Agreement are in conflict with
any other agreement to which it is a party.

VII.     CONFIDENTIALITY

Each Party shall keep  confidential  and not disclose to third parties or use in
performing  work for third  parties or itself any design,  processes,  drawings,
specifications,  reports,  data and other  technical,  commercial  and financial
information  and the  features  of any  hardware,  paints,  equipment,  licensed
software,  training programs and other items furnished or disclosed by the other
Party under or in connection with the Agreement;  provided however, that nothing
in the Agreement or in this Article VII shall  preclude each Party from selling,
leasing or furnishing to third parties hardware,  licensed  software,  services,
training  or other goads and  services  for  performing  similar  processes  and
functions as those contemplated by this Agreement

VIII.    LIMITATATION OF LIABILITY

In no event shall either Party be liable for: (i) any damages resulting from the
other's failure to perform its responsibilities  under this agreement;  or, (ii)
any  incidental,   indirect,   special,  or  consequential  damages  whatsoever,
including,  but not  limited to lost  profits,  even if the other Party has been
advised, knew, or should have known, of the possibility of such damages.

                                    Exhibits
                                       24

<PAGE>

TERMINATION

Each Party shall have the right to terminate this Agreement immediately:  (i) if
the other Party fails to perform or observe  any of its  obligations  under this
Agreement provided such breach, if curable, is not cured within twenty (20) days
after written  notice  thereof;  (ii) if any  representation  of the other Party
shall  prove to be false;  or,  (iii) if the  other  Party  breaches  any of its
warranties,  or based  upon 15 days  notice  by one  Party to the  other for any
reason whatsoever, however the terms and conditions outlined herein shall remain
in effect for one (1) year concerning the customers listed in Exhibit C.

X.       MISCELLANEOUS

Greenland and StarCom shall each hear the costs of all labor,  travel, per diem,
materials  and  other  expenses  incurred  by its  respective  employees  in the
execution of the terms of this Agreement unless otherwise specified herein.

Notice  under this  Agreement  shall be in inviting  and shall be  delivered  or
addressed as follows:

If to StarCom:

Mr. Randal Ownbey
StarCom USA Inc.
4800 S. 188th Street, Suite 130
Sea(lie, 1VA 98188
(206) 431-3058 (fax)

If to Greenland:

Mr. Eric Gaer
Greenland Corporation
7084 Miramar Road
San Diego, CA 92121

Each such notice shall bc effective upon initial receipt by the addressee.

StarCom  and  Greenland  shall,  at each  one's  own  expense,  meet  quarterly,
alternately  at the  locations  stated in this  Section  X. These  meetings  may
include  the  development  of mutual  marketing  strategies  and  review of each
Party's performance under this Agreement.

XI.      ASSIGNMENT

Neither  Party may assign this  Contract in whole nor in part  without the prior
written consent of the other Party. Any attempted assignment absent such consent
shall be void.  In the event  either  Party is sold,  merged or  divested in any
other manner, each Party hereby guarantees that the Contract will be assigned in
whole to the  newly-formed  or acquiring  entity and that all provisions of this
Contract will bc upheld and satisfied.

XII.     ENFORCEABILITY

1. No action,  regardless of form,  arising out of this Agreement may be brought
by either Party more than two years after the cause of action has arisen.

2. Neither  Party shall be  responsible  for failure to fulfill its  obligations
under this Agreement due to causes beyond its control.

3. Failure of either Party to insist in any instance upon strict  performance by
the other Party of any  provisions of this  Agreement  shall not be construed of
deemed  to be a  permanent  waiver  of  such  or any  other  provision  of  this
Agreement.

                                    Exhibits
                                       25

<PAGE>

4. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

5. This  Agreement  shall be governed by, and construed in accordance  with, the
laws of tho Sale of California.

6.  JURISDICTION  - The court and  authorities of the State of California or the
federal  district  court  having  venue for the State of  California  shall have
jurisdiction  over  all  controversies  that  may  arise  with  respect  to this
Agreement,  the  parties  hereby  waiving any other venue to which they might be
entitled by virtue of domicile or  otherwise.  Should  either party  initiate or
bring a suit  or  action  before  any  other  courts,  it is  agreed  that  upon
application any such suit or action shall bc dismissed,  without prejudice,  and
may be filed in accordance with this  provision.  The party bringing the suit or
action  before a court not agreed to herein shall pay to the other party all the
costs of seeking dismissal including reasonable attorney's fees.

7.  ARBITRATION  - The Parties will attempt  through good faith  negotiation  to
resolve their disputes.  The tern "disputes" includes,  without limitation,  any
disagreements  between the Parties  concerning  the  existence,  formation,  and
integration of this Agreement and their  obligation  thereunder.  If the Parties
hereto are unable to resolve  their  disputes  through  mediation.  If mediation
proves unsuccessful,  either Party may commence arbitration by sending a written
notice of arbitration to the other Party. The notice will state the dispute with
particularity. As part of the arbitrator's decision, the arbitrator may allocate
the  cost of  arbitration,  including  fees of  attorneys  and  experts,  as the
arbitrator deems fair and equitable in light of all relevant circumstances.

If the Parties  reasonably  believe that the amount in controversy  will be less
than One Hundred Thousand Dollars ($100,000), such arbitration will be conducted
in San Diego, California by an arbitrator selected by the Parties, in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
then  in  effect.  In  this  regard,  each  Party  shall  retain  the  right  to
cross-examine  the opposing  Party's  witnesses,  either  through legal counsel,
expert  witnesses,  or both. The decision of the  arbitrator(s)  shall be final,
binding,  and conclusive on all Parties (without any right to appeal  therefrom)
and shall be subject to judicial  review  (except for abuse of the  arbitrator's
discretion).

If the Parties  reasonably  believe that the amount in  controversy  will be One
hundred Thousand Dollars  ($100,000) or greater,  then the parties are not bound
to  arbitrate  the dispute and may  commence an action in Superior  court in San
Diego, California or in U.S. District Court in that jurisdiction.

This Agreement is the complete and exclusive  statement of the agreement between
StarCom and  Greenland  relating  to its  subject  matter,  and  supcrsedes  all
proposals or prior agreements,  oral and written,  and all other  communications
between StarCom and Greenland, relating thereto.

IN WITNESS  HEREOF,  the parties  hereto have caused this  Agreement  to be duly
executed the day and year first written above.

GREENLAND CORPORATION

By: Eric Gaer, President


STARCOM USA, I.LC

By: R. Randal Ownbey, President


                                   APPENDIX A
                         COOPERATIVE MARKETING AGREEMENT


GREENLAND AirLink(TM) SYSTEM

                                    Exhibits
                                       26

<PAGE>


                                   APPENDIX B
                         COOPERATIVE MARKETING AGREEMENT

StarCom System

The  StarCom  Technologies  Application  System  which  is the  subject  of this
Agreement is hereafter called StarTrack(TM) Starlet(TM). StarNet consists of the
end-to-end  wireless data communications  network,  while StarTrack is StarCom's
data communications unit. This system comprises operational 40 MHz trunked radio
communication systems in major cities throughout the U.S. and a direct-marketing
program to place radio units in service au said systems.




                                   APPENDIX C
                              CUSTO'MER TARGET LIST

         CUSTOMER                                     PRIMARY CONTACT

            Power Authority, Puerto Rico              Fernando Co1on





                                  ATTACHMENT 1

                              CURRENT CUSTOMER LIST

            (To Be Supplied)


                                    Exhibits
                                       27

<PAGE>

                                                                     EXHIBIT 10o

                      COUNTERPART TO DISTRIBUTION AGREEMENT

This Counterpart to Distribution  Agreement  ("Counterpart"),  dated December 5,
1997, is a counterpart  to, and a continuation  of, the  Distribution  Agreement
("Agreement")  entered  into  effective  May 1, 1998,  by and between  Greenland
Corporation of 7084 Miramar Road,  Suite 400, San Diego, CA 92121; a corporation
duly formed under the laws of the state of Nevada, U.S.A., ("Greenland") and KIT
Concerns of Av.  Afranio de Melo Franco,  74 S. 101 Leblon,  Rio de Janiero,  RJ
22430-060,  Brasil;  an  organization  duly  formed  under  the laws of  Brasil,
("KIT").

                                    RECITALS

     WHEREAS,  KIT has fulfilled its duties and  obligations to Greenland  under
sections 3 and 4 of the Agreement;

         WHEREAS,  KIT has  identified  Centro de Pesquisas de Energia  Eletrica
("CEPEL")  as  a  qualified  partner  for  the  adaptation  and  development  of
Greenland's  AirLink  automated  meter reading  technologies  ("Technology")  in
Brasil, as allowed for under section 9 of the Agreement;

     WHEREAS,  CEPEL is  qualified  to act as a partner  in the  adaptation  and
development of the Technology in Brasil and desires to act in that capacity; and

         WHEREAS,  Greenland  acknowledges  and  approves  of CEPEL  acting as a
partner in the adaptation and development of the Technology in Brasil.

                                    AGREEMENT

         NOW THEREFORE,  in  consideration  of the covenants and mutual promises
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

            CEPEL, as a technology  partner,  shall be bound by the terms of the
Agreement  as those terms shall apply to KIT, and as the same may be modified by
the terms of this Counterpart.

            CEPEL  shall  provide  engineering  support  to  Greenland  for  the
development and adaptation of Greenland's  Technology to the Brasilian and South
American  markets.  Rights  to any  such  developments  and  adaptations  of the
Technology will inure to the exclusive benefit of Greenland and shall be subject
to the exclusive  distribution rights held hereunder by KIT and CEPEL. Ownership
of the  intellectual  property rights to technologies  that may be so developed,
but that are not  attributable  to  Greenland's  Technology,  shall be discussed
between the parties prior to such  development and the parties agree to, at such
time,  use their best efforts to come to a separate  agreement on the sharing of
such rights.

            Greenland, in addition to its duties under the Agreement, shall make
its  Technology  available  to CEPEL  and  assist  CEPEL,  to the  extent  it is
practicable,  with research and  development  in adapting the  Technology to the
Brasilian and South American markets.

            KIT, in addition to its duties under the Agreement,  shall assist in
developing  financial  models for  customer  sales of the  Technology  and shall
assist CEPEL in the marketing of the Technology.

            CEPEL shall, as soon as practicable  after the signing hereof,  send
an  engineer  to visit  the  Greenland  offices  for an  exchange  of  technical
information and hand-on training with the

                                    Exhibits
                                       28

<PAGE>

Technology.  CEPEL  shall  cause said  engineer to deliver ten (10) units of the
AirLink devices to Brasil for CEPEL's internal validation testing.

            Upon  satisfactory  internal  validation  testing of the Technology,
CEPEL and KIT shall use their best  efforts to arrange for a "pilot"  program of
testing with either a Brasilian utility company or via a government grant.

            Until such time as more detailed,  or other,  agreements may be made
between the parties,  initial Technology  products will be exported by Greenland
to Brasilian customers at costs to be mutually agreed between the parties.  Such
pricing  shall be developed  based upon actual and  anticipated  expenses of the
parties. Revenues from sales of such products and associated services will first
be reduced by a  reimbursement  to each party of direct  costs  incurred by each
party,  respectively,  plus fifteen percent (15%). The balance of revenues shall
be divided  equally  among the parties to this  Counterpart.  This  paragraph is
applicable for  applications  of the Greenland  AirLink  Technology in so far as
automated meter reading is concerned.  For other applications of the Technology,
a separate agreement shall be reached between the parties.

            Greenland  shall allow for the marketing of the Technology  products
under  the   Agreement  to  be  made  under  a  joint  lable  with  CEPEL  (i.e.
CEPEL/AirLink).

            The terms of this  Counterpart  shall  remain in effect  for two (2)
years and thereafter be renewable for consecutive,  renewable two year terms for
so long as the parties hereto, or their respective successors,  assigns, parties
in interest, and/or affiliates maintain commercially viable operations involving
the Technology and/or  associated  developments  thereof,  or until such time as
termination  shall occur under the Agreement.  In the event of termination,  the
parties shall be bound by the terms of the Agreement which cover such event.

            The  parties  to this  contract,  and each of them,  maintain  their
independence  from the other and no party hereto is  designated  as an agent of,
nor hired as an employee of, another. No party has the authority to bind another
or to make commitments on behalf of another,  and none shall represent itself as
an agent of the other, or in any capacity other than as an independent entity.

            A signature  received pursuant to a facsimile  transmission shall be
sufficient to bind a party to this Counterpart.

IN WITNESS  WHEREOF,  the parties have cause this Counterpart to be executed and
delivered,  by thei duly authorized  officers,  effective as of the day and year
first written above.

GREENLAND

By: Eric W. Gaer, President and CEO



KIT

Paulo E. Klabin, Managing Director



CEPEL

Reynaldo Sigiliao da Costa, Coordenador de Programa de Sistemas de Distribuicao



                                    Exhibits
                                       29

<PAGE>

                                                                     EXHIBIT 10p
                              AGREEMENT OF EXCHANGE

         This  Agreement is made  effective  December  31,  1997,  at San Diego,
California,  by and  between  Golden  Age  Homes,  Inc.,  a Nevada  Corporation,
hereinafter called "Golden Age", Greenland Corporation,  a Delaware Corporation,
hereinafter  called  "Shareholder",  and  GAM  Properties,  Inc.,  a  California
corporation, hereinafter called the "Corporation".

     WHEREAS,   the  Shareholder  has  represented  that  it  owns  all  of  the
outstanding stock of the Corporation, and

         WHEREAS Golden Age desires to acquire from  Shareholder and Shareholder
desires to exchange  stock with Golden Age,  one hundred  percent  (100%) of the
outstanding stock of the Corporation ("the Shares"), and

         WHEREAS the Corporation desires that this transaction be consummated.

         NOW,  THEREFORE,  in consideration of the mutual  covenants,  promises,
conditions,  agreements,   representations  and  warranties  contained  in  this
Agreement,  setting  aside all  previous  agreements  both oral and  written the
parties agree as follows:

1.       PURCHASE AND SALE OF SHARES

            1.1.  Subject  to  the  terms  and  conditions  set  forth  in  this
Agreement,  on the closing,  Shareholder  will transfer and convey to Golden Age
20,000 shares of common stock in the  Corporation,  which represents 100% of the
issued and outstanding shares of stock in the Corporation.

            1.2. As consideration for the transfer of the shares by Shareholder,
Golden Age shall deliver at the closing,  ten thousand  dollars  ($10,000.00) in
the form of a ninety  (90) day  promissory  note and  certificates  representing
290,000  shares of Golden Age's Class A  convertible  preferred  stock valued at
five dollars ($5.00) per share ($.001 par value), hereinafter referred to as the
"Preferred Stock".

            1.3.  The  290,000  shares  of  Preferred  Stock  shall be issued to
Greenland Corporation.

            1.4.  Conversion  of the 290,000  shares of Preferred  Stock held by
Shareholder  will be convertible on or after the two (2) year  anniversary  from
the date of issuance at a value equal to five dollars ($5.00), the face value of
the Preferred Stock, or convertible into common stock based on an exercise price
equal to the  average  of the  previous  five (5) days' bid price at the date of
conversion.

            1.5. Golden Age is to guarantee that there are sufficient  shares of
its common stock available to effect the conversion of the Preferred stock.

2.   REPRESENTATIONS AND WARRANTIES OF THE PARTIES

            2.1. The Shareholder represents and warrants that the Shareholder is
owner,  beneficially  and of record,  of all the shares free and clear of liens,
encumbrances,  security  agreements,  equities,  options,  claims,  charges, and
restrictions,   other  than  any   restriction   set  forth  by  the  California
Commissioner of Corporations. Shareholder will assure full power to transfer the
shares to Golden Age by obtaining the consent or approval of its Shareholders.

            2.2.  The  Shareholder  and the  Corporation,  to the  best or their
knowledge, represent and warrant as follows:

                                Corporation  is  a  corporation  duly  organized
                           validly existing, and in good standing under the laws
                           of California and has all necessary  corporate powers
                           to own its  properties and to operate its business as
                           now owned and operated by it.

                                The authorized  capital stock of the Corporation
                           consists of twenty thousand (20,000) shares of common
                           stock,  having  par value of one dollar  ($1.00),  of
                           which  20,000  shares  (the  shares)  are  issued and
                           outstanding. All the shares are validly issued, fully
                           paid, and  non-assessable,  and such shares have been
                           so issued in full  compliance  with all  federal  and
                           state  securities  laws.  There  are  no  outstanding
                           subscriptions, options, rights, warrants, convertible
                           securities,   or  other   agreement  or   commitments
                           obligating  the  Corporation  to issue or to transfer
                           from  treasury any  additional  shares of its capital
                           stock or any class.

                                    Exhibits
                                       30

<PAGE>

                                That there is no suit, action,  arbitration,  or
                           legal  administrative,  or other  proceeding,  to the
                           best knowledge of  Corporation;  against or effecting
                           corporation  or  any  other  business,   assets,   or
                           financial  condition  other than  those  specifically
                           disclosed by Corporation.

                                The  financial  statements  in the public filing
                           documents   (Forms  10K  and  10Q)  of   Shareholder,
                           including the financial condition of the Corporation,
                           have  been  prepared  in  accordance  with  generally
                           accepted accounting principles  consistently followed
                           by the  Shareholder  and  the  Corporation  as of the
                           respective  dates of said financial  statements,  and
                           the  results  of its  operation  for  the  respective
                           periods indicated.

                                That  there  has not been  since the date of the
                           financial  statements provided any material change in
                           the   financial   condition,   liabilities,   assets,
                           business or prospects of the  Corporation  other than
                           those specifically disclosed.

                                Since  December 31, 1994,  that within the times
                           and in the manner  prescribed by law, the Corporation
                           has filed all federal,  state,  and local tax returns
                           required  by law and has paid all taxes,  assessment,
                           and penalties due and payable.  There are not present
                           disputes  as to taxes of any  nature  payable  by the
                           Corporation.

                                The execution and delivery of this  Agreement by
                           the Corporation, and the performance of its covenants
                           and  obligations  under  it,  shall  have  been  duly
                           authorized by all  necessary  corporate  action,  and
                           Golden  Age  shall  have   received   copies  of  all
                           resolutions   pertaining   to   that   authorization,
                           certified by the secretary of the Corporation.

                              h.  The  Shareholder  is  acquiring  the  stock of
                  Golden  Age  as  an   investment,   and  no  with  a  view  to
                  distribution,  and each  hereby  consents  that the  shares of
                  Golden Age may be  legended to the effect that such shares are
                  not registered under the Securities act of 1933.

                              i. The  Corporation  has given no options or other
                  rights to purchase or subscribe for any shares of stock of the
                  Corporation  in  favor  of any  person,  firm or  corporation.
                  Stockholders do not have preemptive rights.

                              The  Corporation  has no assets or business  other
                  than those shown in the financial statements provided.

                              The  Corporation  is not  party to any  employment
                  agreements.

            2.3. Golden Age represents and warrants as follows:

                              Golden  Age  is  a  corporation   duly  organized,
                  validly existing and in good standing under the laws of Nevada
                  and has all necessary  corporate  powers to own its properties
                  and to operate its  business as now owned and  operated by it;
                  and neither the ownership of its  properties nor the nature of
                  its  business  requires  Golden  Age  to be  qualified  in any
                  jurisdiction other than the state of its incorporation.

                              The   authorized   capital  stock  of  Golden  Age
                  consists of 50,000,000  shares of common  stock,  having a par
                  value of $0.001  each,  of which not more than  5,000,000  are
                  issued and  outstanding.  All the shares are  validly  issued,
                  fully paid,  and  nonassessable,  and such shares have been so
                  issued  fully  in  compliance   with  all  federal  and  state
                  securities laws.

                              The financial statements provided pursuant to this
                  Agreement  have been  prepared in  accordance  with  generally
                  accepted accounting principles consistently followed by Golden
                  Age  throughout  the periods  indicated and fairly present the
                  financial position of Golden Age as of the respective dates of
                  said financial  statements,  and the results of its operations
                  for the respective periods indicated.

                              That  there  has not  been  since  the date of the
                  attached  financial  statements  any  material  change  in the
                  financial   condition,   liabilities,   assets,   business  or
                  prospects of Golden Age.

                              That Golden Age does not have any debt, liability,
                  or  obligation  of  any  nature,  whether  accrued,  absolute,
                  contingent,  or  otherwise,  and whether due or to become due,
                  that is not reflected in the financial statements or otherwise
                  disclosed to this Agreement, and that all debts, liabilities,

                                    Exhibits
                                       31

<PAGE>

                  and obligations  incurred after that date were incurred in the
                  ordinary  course of  business,  and are  usual  and  normal in
                  amount both individually and in the Agreement.

                              f.  That  within  the  times  and  in  the  manner
                  prescribed  by law,  Golden Age has filed all federal,  state,
                  and local tax returns  required by law and has paid all taxes,
                  assessments,  and penalties  which in Golden Age's opinion are
                  due and  payable  and has made  all  filings  required  by all
                  applicable state and federal laws.

                              g. That Golden Age has good and  marketable  title
                  to all of its  respective  assets  and  interests  in  assets,
                  whether real, personal, mixed, tangible and intangible,  which
                  constitute all the assets and interest in assets that are used
                  in the business of Golden Age.

                                The execution and delivery of this  Agreement by
                           Golden Age and the  performance  of its covenants and
                           obligations under it, shall have been duly authorized
                           by  all  necessary   corporation   action,   and  its
                           shareholders  have received copies of all resolutions
                           pertaining  to that  authorization,  certified by the
                           secretary of Golden Age.

                              i. That they have had an opportunity to review the
                  financial  statements  pursuant to this Agreement and based on
                  such  financial   statements   they  have  entered  into  this
                  Agreement.

                              j. That there has been given to the Shareholder an
                  opportunity  to review all of Golden  Age's  filings  with the
                  Securities and Exchange Commission.

3.   DOCUMENTATION, DELIVERY AND COOPERATION

            3.1. The Corporation  will furnish to Golden Age for its examination
(i) copies of the Articles of Incorporation and by-laws of the Corporation; (ii)
the minute books of the  Corporation  containing all records  required to be set
forth in all proceedings,  consents,  actions,  and meetings of the shareholders
and the Board of Directors of the Corporation;  (iii) all permits,  orders,  and
consents  issued  with  respect  to  corporation,   or  any  security,  and  all
applications for such permits, orders, and consents; and (iv) the stock transfer
books of the Corporation setting forth all transfers of any capital stock.

            3.2. At the closing, the Shareholder shall deliver to Golden Age the
following instruments,  in form and substance satisfactory to Golden Age and its
counsel:

                              a. A certificate or certificates  representing the
                  shares of the  Corporation,  registered  in the name of Golden
                  Age.

            3.3. At the closing,  Golden Age shall  deliver to  Shareholder  the
following instruments and documents:

                              a.  The  share   certificates   as  set  forth  in
paragraph 1.3.

            3.4. All of the parties  further  agree that they will do all things
necessary and reasonable to accomplish and facilitate the transfer of the shares
in conformance with any and all governmental bodies and regulatory agencies, and
that they will sign and execute any and all  documents  necessary to bring about
and perfect the purposes of the Agreement.

4.       OBLIGATIONS OF PARTIES
            4.1. The obligations of the Shareholder hereunder are, at the option
of the Shareholder, subject to the conditions that on or before the closing:

                              a. The  Shareholder  shall not have discovered any
                  material   error,   or   misstatement   or   omission  in  the
                  representations, and warranties made by Golden Age herein, and
                  all the terms and  conditions of this Agreement to be complied
                  with and  performed  by Golden  Age at or before  the  Closing
                  shall have been  complied  with and  performed in all material
                  respects.

                              b.  The  representations  and  warranties  made by
                  Golden Age in this Agreement  shall be correct in all material
                  respects at and as of the Closing.

                              c. The  Commissioner  of Corporations of the State
                  of California has issued, if necessary, the appropriate permit
                  or permits  pursuant to the California  Corporations  Code the
                  qualification  of the securities which are the subject of this
                  Agreement.

            4.2. The  obligations  of Golden Age hereunder are, at the option of
Golden Age, subject to the conditions that on or before the Closing:

                                    Exhibits
                                       32

<PAGE>

                              a.  Golden  Age  shall  not  have  discovered  any
                  material    error,    misstatement    or   omission   in   the
                  representations  and warranties made by the Shareholder of the
                  Corporation,   and  all  the  terms  and  conditions  of  this
                  Agreement to be complied with and performed by the Shareholder
                  and the  Corporation  on or before the Closing shall have been
                  complied with and performed in all material respects.

                              b. The  representations and warranties made by the
                  Shareholder  and the  Corporation in this  Agreement  shall be
                  correct in all material respects at and as of the Closing.

                              c. The  Commissioner  of Corporations of the State
                  of California has, if necessary, issued the appropriate permit
                  or permits  pursuant to the California  Corporations  Code for
                  the  qualification  of the securities which are the subject of
                  this Agreement.

            4.3.  The  Closing  under  this  Agreement  shall  take place at the
offices of Shareholder,  San Diego, California,  or at such place, time or date,
as may be agreed upon by the parties.

This Agreement may be signed in one or more counterparts.

GOLDEN AGE HOMES, INC.

BY: Todd Smith, President



GAM PROPERTIES, INC.

BY: Michael H. deDomenico, President



GREENLAND CORPORATION

BY: Eric W. Gaer, President and CEO


                                    Exhibits
                                       33

<PAGE>

                                                                     EXHIBIT 10q
                           MEMORANDUM OF UNDERSTANDING

         This  Memorandum  of  Understanding  ("MOU")  is  made as of the 2nd of
April, 1998 between Greenland Corporation, a Nevada Corporation, whose principal
offices are located at 7084 Miramar Road, San Diego, CA 92121 ("Greenland"), and
Symmetry Device Research,  Inc., a Nevada  Corporation,  whose principal offices
are located at 10329 MacArthur Blvd., Oakland, CA 94605 ("Symmetry").

         WHEREAS,  Greenland  is a developer  and  provider of wireless  digital
technology and products related to automated meter reading that it markets under
its AirLink(TM) trademark; and

         WHEREAS,  Greenland is interested  in selling  AirLink to utilities and
related businesses subject to the specifications,  terms and conditions that may
be required for each customer; and

         WHEREAS, Symmetry is a licensed power marketer, broker, and aggregator;
and  has  applied  for  certification   with  the  California  Public  Utilities
Commission  ("CPUC")  as  a  Meter  Service  Provider  ("MSP")  and  Meter  Data
Management Agent ("MCMA"); and

         WHEREAS,  Greenland  recognizes  Symmetry as a qualified  customer  for
AirLink,  and Symmetry  desires to purchase and install  AirLink for its utility
and industrial customers.

         The parties HEREBY MUTUALLY AGREE as follows:

         To   cooperate  with each other in  providing  AirLink  technology  and
              products to Symmetry  customers,  subject to terms and  conditions
              mutually agreed to for each contemplated transaction.

         To       cooperate  in serving  the City of  Richmond,  a  customer  of
                  Symmetry,  in the  development and delivery of automated meter
                  reading  services  using  AirLink.   Under  this  arrangement,
                  Symmetry  will be the  direct  customer  of  Greenland  and be
                  authorized to represent AirLink products as a reseller of such
                  products to the City of Richmond.

         Symmetry will  hire,  if  and  when  business  demands,  the  necessary
                  technicians  to  provide  AirLink  installations  and  ongoing
                  technical support for customer installations.

         Symmetry will  adopt  and  abide  by  the  pricing,  customer  service,
                  technical  support,  and other quality  standards and policies
                  utilized  by  Greenland,  as the  same by be  modified  by the
                  parties for distribution and sale of AirLink.

         Symmetry acknowledges  and  agrees  that  Greenland  is  the  sole  and
                  exclusive owner of all rights,  title,  interest in and to the
                  intellectual  property  associated  with AirLink  products and
                  associate  technology,  including,  but not  limited  to,  all
                  patents, trademarks, tradenames, and associated copyright, and
                  nothing in this MOU shall be  construed  as an  assignment  to
                  Symmetry of any right, title, or interest in such intellectual
                  property. Symmetry further agrees to not take any actions that
                  would  constitute  a voluntary  and knowing  violation of such
                  intellectual property rights.

Symmetry  recognized and acknowledges the value of the goodwill  associated with
Greenland's  AirLink products and associated  technology,  and/or the associated
trademarks,  tradenames, and copyrights, and further acknowledges that all right
therein and the goodwill  pertaining  thereto  belong  exclusively to Greenland.
Symmetry acknowledges and agrees that any and all goodwill generated by its sale
of AirLink shall inure to the benefit of Greenland and that Symmetry  shall not,
at any time,  acquire any rights in the goodwill of the AirLink  products and/or
the associated trademarks, tradenames, and copyrights.

         Symmetry shall not use  Greenland's  name  and/or  AirLink  trademarks,
                  tradenames,  and/or  copyrights  other  than as  permitted  by
                  Greenland.

         The      parties  to  this  MOU,  and  each  of  them,  maintain  their
                  independence  from the  other  and  neither  party  hereto  is
                  designated  as an agent of, nor hired as an  employee  of, the
                  other. Neither party has the authority to bind the other or to
                  make  commitments  on behalf of the other,  and neither  shall
                  represent  itself as an agent of the other, or in any capacity
                  other than as an independent entity.



                                    Exhibits
                                       34

<PAGE>

         A signature  received  pursuant to a  facsimile  transmission  shall be
sufficient to bind a party to this MOU.



IN WITNESS WHEREOF,  the parties have caused this Memorandum of Understanding to
be executed and delivered by their duly authorized officers, effective as of the
day and year first written above.



GREENLAND

By. Eric W. Gaer, President and CEO





SYMMETRY

By: Darwin E. Richards, President



                                    Exhibits
                                       35

<PAGE>

                                                                     EXHIBIT 10r

                              AGREEMENT OF EXCHANGE

This Agreement is made effective April 6, 1998, at San Diego, California, by and
between  Quantix,  a  Nevada  Corporation,  hereinafter  called  "Quantix",  and
Greenland Corporation, a Nevada Corporation, hereinafter called "Greenland".

         WHEREAS,  Quantix owns property consisting of approximately 10 acres on
Pasadena  Avenue,  Lake Elsinore,  California,  as more completely  described in
Exhibit A attached hereto, hereinafter called the "Elsinore Property", and

         WHEREAS,  Quantix  owns a second  trust deed in the amount of  $258,000
against 10 acres of  industrial  property  valued at $760,000  located in Moreno
Valley/Riverside, California (subject to a first trust deed of $42,000), as more
completely  described  in  Exhibit B  attached  hereto,  hereinafter  called the
"Riverside Property", and

         WHEREAS,  Quantix  owns a second  trust deed in the amount of  $115,000
against 4.27 acres of land in Perris,  California valued at $375,000 (subject to
a first  trust  deed of  $25,000),  as more  completely  described  in Exhibit C
attached hereto, hereinafter called the "Perris Property."

         WHEREAS  Greenland desires to exchange with Quantix and Quantix desires
to exchange the subject  properties  and a promissory  note to Greenland for the
securities  Greenland  owns in Natural Born Carvers,  Inc.,  hereinafter  called
"NBC"; and

            WHEREAS both Greenland and Quantix  desire that this  transaction be
consummated as soon as possible.

         NOW,  THEREFORE,  in consideration of the mutual  covenants,  promises,
conditions,  agreements,   representations  and  warranties  contained  in  this
Agreement,  setting  aside all  previous  agreements  both oral and  written the
parties agree as follows:

1.       EXCHANGE OF SHARES

1.1. Transfer.  Subject to the terms and conditions set forth in this Agreement,
on the Exchange Date, Quantix will transfer and convey to Greenland the Elsinore
Property,  the  second  trust  deeds on the  Riverside  Property  and the Perris
Property,  hereinafter referred to as the "Properties," and a Promissory Note in
the amount of  $1,527,000,  a copy of which is  attached  to this  Agreement  as
Exhibit D. The Properties  include the real property described in Exhibits A, B,
and C to this Agreement, subject to any indebtedness on the property.

1.2. Consideration.  As consideration for the transfer of the Properties and the
execution of the Promissory  Note by Quantix,  Greenland  shall deliver,  on the
Exchange  Date,  payment  consisting  of its  1,100,000  shares of Natural  Born
Carvers  Convertible  Class B  Preferred  Stock,  hereinafter  called  the  "NBC
Preferred  Stock".  Quantix is acquiring these securities as an investment,  and
not with a view to distribution.  Quantix hereby consents that, upon conversion,
the underlying  common shares may be legended to the effect that such shares are
not registered under the Securities act of 1933, as amended.

1.2.1. The NBC Preferred Stock shall be issued by NBC,  pursuant to instructions
provided by Greenland, to Quantix or its assignee(s). The NBC Preferred Stock is
convertible  into NBC common stock in March 1999 at a value equal to two dollars
and  sixty  cents  ($2.60),  the  face  value  of the NBC  Preferred  Stock;  or
convertible  into NBC  common  stock  based on an  exercise  price  equal to the
average of the previous five (5) days' bid price at the

                                    Exhibits
                                       36

<PAGE>

date of conversion.  NBC has guaranteed Greenland that there are and will be, at
the date of  conversion,  sufficient  shares of its common  stock  available  to
effect the conversion of the NBC Preferred stock.  One certificate  representing
240,000 shares of NBC Preferred Stock shall be issued to Quantix.

1.2.2. One certificate  representing 110,000 shares of NBC Preferred Stock shall
be issued to U.S. Holdings, LP, a California Partnership.

1.2.3. One certificate  representing 750,000 shares of NBC Preferred Stock shall
be issued to Quantix, but held as security for the $1,527,000 Promissory Note in
favor of Greenland. The shares will be held in escrow by Carmine Bua, Esq., 3838
Camino del Rio North, Suite 333, San Diego, CA 92109-1789.

2.       REPRESENTATIONS AND WARRANTIES OF QUANTIX

2.1.  Ownership.   Quantix  represents  and  warrants  that  Quantix  is  owner,
beneficially  and of  record,  of the  Properties,  free  and  clear  of  liens,
encumbrances,  security  agreements,  equities,  options,  claims,  charges, and
restrictions,  other than those expressly disclosed to Greenland, in writing, or
any  restriction  set  forth by the  California  Commissioner  of  Corporations.
Quantix  further  represents  that it is the legal  holder  of the  trust  deeds
associated  with this Agreement and that it has full legal authority to transfer
such trust deeds to  Greenland;  and that  Greenland,  a result of this Exchange
Agreement,  will have all the rights  and  privileges  represented  by the trust
deeds as though  Greenland  were the  original  beneficial  owner of such  trust
deeds.

2.2. Corporate Power and Authorization.  Quantix is a corporation duly organized
validly  existing,  and in good  standing  under the laws of Nevada  and has all
necessary  corporate powers to own its properties and to operate its business as
now owned and operated by it. The  execution  and delivery of this  Agreement by
Quantix,  and the performance of its covenants and  obligations  under it, shall
have been duly authorized by all necessary corporate action, and Greenland shall
have  received  copies  of all  resolutions  pertaining  to that  authorization,
certified by the secretary of the Corporation.

2.2.1.  Quantix's  execution  and  delivery  of  this  Exchange  Agreement,  and
performance of its  obligations  hereunder,  do not (a) conflict with or violate
Quantix's  Articles of  Incorporation  or Bylaws,  (b) violate or, alone or with
notice or the passage of time,  result in the material breach or termination of,
or  otherwise  give any  contracting  party the tight to  terminate or declare a
default under,  the terms of any written  agreement to which Quantix is a party,
or by which its properties or assets may be bound;  or (c) violate any judgment,
order, decree, or to the knowledge of Quantix,  any law, statute,  regulation or
other judicial or governmental restriction to which Quantix is subject.

Quantix warrants and represents that, before entering into this transaction,  it
has  investigated the business  properties and financial  condition of Greenland
and  NBC,  and has  relied  upon its own  investigation  and its own  legal  and
accounting counsel before executing this Exchange Agreement.

2.3. Litigation. There is no suit, action, arbitration, or legal administrative,
or other proceeding,  to the best knowledge of Quantix; against or effecting the
Properties;  or any other business,  assets,  or financial  condition that would
have a  material  adverse  effect on this  Exchange  Agreement  other than those
specifically disclosed by Quantix.

2.4. Appraisals. The real estate appraisals, if any, provided with this Exchange
Agreement  have been prepared in accordance  with generally  accepted  appraisal
principles  and fairly  present the value of the Properties as of the respective
dates of said appraisals. Furthermore, there has not been, since the date of the
attached appraisals, any material change in the condition,  liabilities, assets,
or prospects of the Properties other than those specifically  disclosed.  Should
appraisals on the  Properties  be provided  after the execution of this Exchange
Agreement, they will reflect, at a minimum, the aforementioned values.

2.5. Non-Disclosed  Liabilities.  Quantix does not have any debt, liability,  or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and whether due or to become due, that has not been otherwise  disclosed in this
Exchange Agreement.


                                    Exhibits
                                       37

<PAGE>

2.6. Taxes.  Within the times and in the manner  prescribed by law,  Quantix has
filed all federal, state, and local tax returns required by law and has paid all
taxes, assessments,  and penalties,  which are due and payable; and has made all
filings  required by all applicable state and federal laws. There are no present
disputes as to taxes of any nature payable by Quantix.

2.7. No Other  Rights/Options.  Quantix has given no options or other  rights to
purchase or exchange the Properties in favor of any person, firm or corporation.

2.8.  Legal  Compliance.  Quantix has complied  with all laws,  regulations  and
orders  applicable to the Properties.  Quantix is not in default with respect to
any  order,  writ,  injunction  or decree of any court or any court or  Federal,
State,  Municipal or other  Governmental  authority  or agency.  Quantix and the
Properties are not in violation of any zoning ordinance,  restrictive  covenant,
administrative  regulation,  environmental  law  or  regulation,  or  any  other
provision of law.

2.9.  Brokerage   Commissions.   All  negotiations  relative  to  this  Exchange
Agreement,  and the transactions  contemplated hereby on behalf of Quantix, have
been  carried on by Quantix in such a manner as not to give rise,  as the result
of any action of Quantix,  to any valid claim against  Greenland for a brokerage
commission, finders fee or other like payment.

2.10. Licenses and Permits.  Quantix holds all, if any, licenses,  certificates,
permits,  franchises  and rights from all  appropriate  Federal,  State or other
public  authorities  necessary for the use of the Exchanged Assets by Greenland;
and all, if any, such material licenses,  certificates,  permits, franchises and
rights  are set forth in  Exhibit C attached  hereto  and  incorporated  herein.
Quantix is presently  holding the Properties so as to comply with all applicable
statutes,   ordinances,  rules,  regulations  and  orders  of  any  governmental
authority,  including  but not  limited  to any  law,  ordinance  or  regulation
relating to the handling, storage, transportation,  treatment or disposal of any
Hazardous  Substance as defined under the Comprehensive  Environmental  Recovery
Compensation and Liability Act (CERCLA),  42 U. S. C. 9601 et. seq., as amended,
or any  petroleum  or  petroleum-bases  substance.  Further,  to its  knowledge,
Quantix  is  not   presently   charged  with  and  is  not  under   governmental
investigation  with  respect to any actual or alleged  violation of any statute,
ordinance, rule or regulation affecting the Exchanged Assets.

3.   REPRESENTATIONS AND WARRANTIES OF GREENLAND

     3.1.  Corporate  Power  and  Authority.  Greenland  is a  corporation  duly
organized,  validly  existing and in good standing  under the laws of Nevada and
has all  necessary  corporate  powers to own its  properties  and to operate its
business  as now owned and  operated by it; and  neither  the  ownership  of its
properties nor the nature of its business requires  Greenland to be qualified in
any jurisdiction other than the state of its incorporation.

     3.1.1.  The execution and delivery of this Agreement by Greenland,  and the
performance  of its  covenants  and  obligations  under it, shall have been duly
authorized by all necessary  corporate  action,  and Quantix shall have received
copies of all  resolutions  pertaining to that  authorization,  certified by the
chief executive officer and/or secretary of Greenland.

     3.2.  NBC  Preferred  Stock.  The NBC  Preferred  Stock owned by  Greenland
consists of 1,100,000  shares,  convertible into NBC common stock as outlined in
section 1.2.1 of this  Exchange  Agreement.  All the shares are validly  issued,
fully paid,  and  non-assessable,  and such shares have been so issued  fully in
compliance with all federal and state securities laws.

     3.3. Financial  Statements.  The financial  statements in the public filing
documents  (Forms 10K and 10Q) of  Greenland,  have been  prepared in accordance
with generally accepted accounting principles consistently followed by Greenland
as of the respective dates of said financial statements,  and the results of its
operation for the respective periods indicated.

     3.4.  Title.  Greenland  has  good  and  marketable  title  to  all  of its
respective  assets and  interests  in assets,  whether  real,  personal,  mixed,
tangible and intangible,  which constitute all the assets and interest in assets
that are used in the business of Greenland.

                                    Exhibits
                                       38

<PAGE>

     3.5.  Due  Diligence.  Greenland  has  had an  opportunity  to  review  the
documents  provided  by Quantix  related to the  Properties  and the trust deeds
pursuant to this Exchange  Agreement and based on such documents,  Greenland has
entered into this Exchange Agreement.

     3.6.  Conflicts.  Neither the  execution  and delivery by Greenland of this
Exchange  Agreement,  nor  the  consummation  of the  transactions  contemplated
hereby,  will:  (a) conflict  with or result in a breach of any provision of the
Articles  of  Incorporation  or Bylaws of  Greenland,  or (b) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Greenland or
any of its properties or assets.

     3.7.  Broker  Commissions.  All  negotiations  relative  to  this  Exchange
Agreement  and the  transactions  contemplated  hereby  have been  carried on by
Greenland  in such a manner as not to give rise,  as the result of any action of
Greenland,  to any valid  claim  against  Quantix  for a  brokerage  commission,
finders fee or other like payment.

4.   OBLIGATIONS OF QUANTIX

     4.1.  Books  and  Records.  Quantix  will  furnish  to  Greenland  for  its
examination (a) copies of Quantix's  Articles of Incorporation and by-laws ; (b)
the minute books of Quantix  containing all records  required to be set forth in
all  proceedings,  consents,  actions,  and meetings of the shareholders and the
Board of Directors of Quantix; and (c) all permits,  orders, and consents issued
with respect to Quantix, or any security, and all applications for such permits,
orders, and consents.

     4.2.  Documents  Due at Closing.  At the closing,  Quantix shall deliver to
Greenland  the following  instruments,  in form and  substance  satisfactory  to
Greenland and its counsel:

            Such  warranty   deeds,   leases,   bills  of  sale,   endorsements,
assignments,  and  other  good and  sufficient  instruments  of  conveyance  and
transfer,  and such further  assurances  and evidences of  conveyances as may be
reasonably  requested  by Greenland in form  satisfactory  to Greenland  and its
counsel,  as shall be effective to vest,  in  accordance  with the terms of this
Agreement,  all rights,  title and interest in and to the  Exchanged  Assets and
other rights contemplated by this Exchange Agreement;

     4.2.1. Copies certified by the Secretary of Quantix, of the approval by the
Board of Directors and all  shareholders  of Quantix  authorizing the execution,
delivery and  performance of this Exchange  Agreement and all other  agreements,
documents  and  instruments   relating  hereto  and  the   consummation  of  the
transactions contemplated hereby.

     4.3.   Promissory  Note.   Execution  of  a  Promissory  Note  representing
$1,527,000  payable to Greenland.  The term of the Promissory  Note shall be one
(1) year. The interest rate shall be nine percent (9%)  annually.  All principal
and interest  shall be due at maturity.  Quantix shall have the option of making
principal  and  interest  payments in cash or by utilizing  mutually  acceptable
assets. As principal  payments are tendered by Quantix,  Greenland shall release
the collateral  (represented  by 750,000  shares of NBC Preferred  Stock held in
escrow by Carmine Bua) in an amount equal to the principal reductions based upon
a value of $2.04 per share..

     4.4.  Changes in Status of the  Properties  Prior to Closing.  Quantix will
give notice  promptly to Greenland of the occurrence of any event or the failure
of any event to occur that would  preclude  the  satisfaction  of any  condition
contained herein.

     4.5.  Changes In Status of Greenland  Prior to Closing.  Quantix  shall not
have   discovered  any  material   error,   misstatement   or  omission  in  the
representations  and  warranties  made  by  Greenland,  and all  the  terms  and
conditions of this  Exchange  Agreement to be complied with and performed by the
Greenland  on or before  the  Closing  Date shall  have been  complied  with and
performed in all material respects.

     4.6. Delivery of Documents. Quantix shall promptly execute and deliver such
instruments with any and all governmental  bodies and regulatory  agencies,  and
that it will sign and execute any and all documents necessary to bring about and
perfect the purposes and take such actions as Greenland  reasonably  may request
in order

                                    Exhibits
                                       39

<PAGE>

to effect  the  transactions  contemplated  by this  Exchange  Agreement  and to
satisfy each of the conditions set forth in this Exchange Agreement.

     4.7.  Consents and  Authorizations.  Quantix  shall use its best efforts to
obtain promptly all consents and  authorizations  of third parties,  to make all
filings,  and to give all notices to third  parties  which may be necessary  and
reasonably  required in order to effect, or in connection with, the transactions
contemplated by this Exchange Agreement.

     4.8.  Cooperation.  Quantix  further  agrees  that it  will  do all  things
necessary and reasonable to accomplish and facilitate the transfer of the shares
in conformance of the Exchange Agreement.


5.   OBLIGATIONS OF GREENLAND

     5.1.  Delivery of Securities.  At the closing,  Greenland  shall deliver to
Quantix the share  certificates  as set forth in paragraphs  1.2.2,  1.2.3,  and
1.2.4.

     5.2. Corporate Approval. Copies certified by the Chief Executive Officer or
Secretary of  Greenland,  of the approval by the Board of Directors of Greenland
authorizing the execution,  delivery and performance of this Exchange  Agreement
and all other  agreements,  documents and  instruments  relating  hereto and the
consummation of the transactions contemplated hereby.

     5.3.  Notice of  Non-Performance.  Greenland  will give notice  promptly to
Quantix of the occurrence of any event or the failure of any event to occur that
would preclude the satisfaction of any condition contained herein.

     5.4.  Delivery of Documents.  Greenland shall promptly  execute and deliver
such instruments with any and all governmental  bodies and regulatory  agencies,
and that it will sign and execute any and all documents necessary to bring about
and perfect the purposes and take such actions as Quantix reasonably may request
in order to effect the transactions  contemplated by this Exchange Agreement and
to satisfy each of the conditions set forth in this Exchange Agreement.

     5.5. Consents and  Authorizations.  Greenland shall use its best efforts to
obtain promptly all consents and  authorizations  of third parties,  to make all
filings,  and to give all notices to third  parties  which may be necessary  and
reasonably  required in order to effect, or in connection with, the transactions
contemplated by this Exchange Agreement.

     5.6. Due Diligence. Greenland shall not have discovered any material error,
or  misstatement  or omission in the  representations,  and  warranties  made by
Quantix herein,  and all the terms and conditions of this Exchange  Agreement to
be complied  with and  performed by Quantix at or before the Closing  shall have
been complied with and performed in all material respects.

     5.7.  Cooperation.  Greenland  further  agrees  that it will do all  things
necessary and reasonable to accomplish and facilitate the transfer of the shares
in conformance with any and all governmental bodies and regulatory agencies, and
that it will sign and execute any and all documents necessary to bring about and
perfect the purposes of the Exchange Agreement.

     5.8.  Representations  and Warranties.  The  representations and warranties
made by Greenland in this  Exchange  Agreement  shall be correct in all material
respects at and as of the Closing Date.

6.   CLOSING

     6.1. The Closing  under this  Agreement  shall take place at the offices of
Greenland,  7084 Miramar Road,  San Diego,  CA 92121,  on or before the close of
business April 8, 1998 ("Closing Date").



                                    Exhibits
                                       40

<PAGE>



7.   COVENANTS OF QUANTIX AND GREENLAND

        Publicity.  Quantix  and  Greenland  agree  to  maintain  in  confidence
information concerning this Exchange Agreement and the transactions contemplated
by this Exchange  Agreement.  The parties shall consult with each other prior to
any public  announcements or disclosures required by law to be made with respect
to the  transactions  contemplated  by this  Exchange  Agreement,  and no  other
announcements will be made without mutual consent of Quantix and Greenland.

     7.1.  Best Efforts.  Quantix and  Greenland  will use their best efforts to
perform or cause to be satisfied  each  covenant or condition to be performed or
satisfied by them.

     7.2.  Filings.  Quantix and Greenland agree to cooperate with each other in
filing any necessary  applications,  reports or other documents with any Federal
or State  authorities  having  jurisdiction  with  respect  to the  transactions
contemplated by this Exchange Agreement;  and in seeking necessary  consultation
with and favorable action by any such agencies, authorities or bodies.

     7.3.  Cooperation  After  Closing.  After the  Closing  Date,  Quantix  and
Greenland  shall,  whenever and as often as shall be reasonably  required by the
other, execute,  acknowledge and deliver, or cause to be executed,  acknowledged
and delivered,  any and all further instruments as may be necessary or expedient
to consummate the transactions provided for in this Exchange Agreement.

8.   OTHER CONDITIONS AND OBLIGATIONS

     8.1. All obligations of Greenland under this Exchange Agreement are, at the
option of Greenland,  subject to and  conditioned  upon the  satisfaction  on or
prior to the Closing Date, of each of the following additional conditions:

     8.1.1.   Quantix   Representations  and  Warranties.   Except  for  changes
contemplated  by this Exchange  Agreement and changes  occurring in the ordinary
course of business,  the  representations,  warranties  and  agreements  made by
Quantix  herein shall be true in all  material  respects on an as of the Closing
Date with the same effect as though such representations and warranties had been
made or given on and as of the Closing  Date.  Quantix and all  shareholders  of
Quantix  shall  have  performed  in  all  material   respects  the  obligations,
agreements  and covenants  undertaken by them herein to be performed at or prior
to the Closing Date.

     8.1.2.  Authorizations  and Approvals.  All authorizations and approvals of
any third parties,  including  Federal or State regulatory bodies and officials,
necessary,  in the reasonable opinion of Greenland,  for the consummation of the
transactions contemplated by this Exchange Agreement.

     8.1.3. Authority to Enter Into and Consummate Transaction.  All resolutions
and actions  necessary to authorize the execution,  delivery and  performance of
this Exchange  Agreement and the consummation of the  transactions  contemplated
hereby by Quantix  shall have been duly and validly made and taken,  and Quantix
shall  have full power and right to  consummate  the  transactions  contemplated
hereby.

     8.1.4.  Damage to Assets Prior to Closing.  The  Properties  shall not have
suffered,  prior to the Closing,  any loss or damage on account of fire,  flood,
accident or any other  calamity to an extent  that would  materially  impair the
valuation of the  Properties  regardless of whether any such loss or losses have
been insured  against.  Greenland shall have had full  opportunity to enter upon
the Properties and make such  examinations  thereof as it deems  necessary.  The
results of such  examinations  must be  satisfactory  to Greenland,  in its sole
discretion.

     8.1.5.  Payment of Taxes.  Quantix  shall have paid or made  provision  for
payment of all transfer taxes, sales taxes, or other similar taxes, which become
due by reason of the transactions herein provided, if any.


                                    Exhibits
                                       41

<PAGE>

     8.2.  Other  Obligations  of Quantix Prior to Closing.  All  obligations of
Quantix  under this Exchange  Agreement are subject to and shall be  conditioned
upon  the  satisfaction  prior to the  Closing  Date,  of each of the  following
conditions:

     8.2.1.  The  representations,  warranties and agreements  made by Greenland
herein shall be true in all material respects on and as of the Closing Date with
the same effect as though such  representations  and warranties had been made or
given on and as of the  Closing  Date  with  the  same  effect  as  though  such
representations  and  warranties had been made or given on and as of the Closing
Date, except as affected by transactions  contemplated  hereby.  Greenland shall
have  performed  in  all  material  respects  the  obligations,  agreements  and
covenants undertaken herein to be performed at or prior to the Closing Date.

     8.2.2.  All resolutions  and actions  necessary to authorize the execution,
delivery and performance of this Exchange  Agreement and the consummation of the
transactions  contemplated  hereby by Greenland shall have been duly and validly
made and taken,  and Greenland shall have full power and right to consummate the
transactions contemplated hereby.

9.   TERMINATION

     9.1.  Mutual  Consent.  At any time on or prior to the Closing  Date,  this
Exchange  Agreement  may be  terminated  by the mutual  consent of Greenland and
Quantix  without  liability  on the  part  of any  party.  In the  event  of the
termination  of  this  Exchange  Agreement  by  mutual  consent,  this  Exchange
Agreement  shall  become void and have no effect,  without any  liability on the
part of any party or its directors, officers or shareholders.

     9.2.  Material  Default.  At any time on or prior to the Closing Date, if a
material  default shall be made by a party in the observance,  or in the due and
timely  performance of, the covenants herein  contained,  or if there shall have
been a material breach by a party of any of the  representations  and warranties
set forth in this Exchange Agreement,  Greenland or Quantix, as the case may be,
may terminate this Exchange  Agreement without prejudice to its other rights and
remedies, including such party's right to recover its expenses, costs, and other
damages.

     9.3.  Non-Compliance of Provisions of Exchange Agreement. If the conditions
of this  Exchange  Agreement  to be complied  with or performed by a party on or
before  the  Closing  Date  shall  not  have  been  complied   with,   and  such
non-compliance or non-performance  shall not have been waived, the party to whom
the benefit of such condition runs may terminate this Exchange Agreement without
prejudice  to its other rights and  remedies,  including  such party's  right to
recover its expenses, costs and other damages.

10.      MISCELLANEOUS

     10.1.  Amendment.  This  Exchange  Agreement  may be  amended,  modified or
supplemented  in whole or in part only by an instrument  in writing  executed by
both Greenland and Quantix.

     10.2.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts, each of which shall be considered to be an original instrument.

     10.3.  Expenses.  Quantix  and  Greenland  shall  each bear the  respective
expenses  incurred by them in  connection  with the  negotiation,  execution and
delivery of this Exchange  Agreement  and the  consummation  of he  transactions
contemplated hereby.

     10.4.  Entire  Agreement.  This  Exchange  Agreement  contains  the  entire
agreement  between Greenland and Quantix with respect to the Exchange Assets and
related  transactions  and supersedes all prior  arrangements or  understandings
with respect thereto.

     10.5. Descriptive Headings. The description headings are for convenience of
reference  only and shall not control or affect the meaning or  construction  of
any provision of this Exchange Agreement.


                                    Exhibits
                                       42

<PAGE>

     10.6.  Notices.  All notices or other  communications  that are required or
permitted  hereunder shall be in writing and sufficient if delivered  personally
or sent by registered or certified mail, postage prepaid, addressed as follows:

IF TO GREENLAND:                    Eric W. Gaer, Chief Executive Officer
                                    Greenland Corporation
                                    7084 Miramar Road
                                    San Diego, CA 92121

IF TO QUANTIX:                      H. Leah Hansen, President
                                    Quantix
                                    9310 Towne Center Drive
                                    Suite 78
                                    San Diego, CA 92121

     10.10 Specific  Performance.  Quantix acknowledges that the Exchange Assets
are  unique  and  that  if  Greenland  fails  to  consummate  the   transactions
contemplated  by this Exchange  Agreement,  such failure will cause  irreparable
harm to Greenland for which there will be no adequate  remedy at law.  Greenland
shall be  entitled,  in  addition  to its other  remedies  at law,  to  specific
performance of this Exchange Agreement if Quantix,  without just cause,  refuses
to consummate the transactions contemplated by this Exchange Agreement.

     10.10    Survival   of   Covenants,    Representations,    Warranties   and
Indemnifications.  All covenants,  representations  and  warranties  made by any
party to this  Exchange  Agreement  shall be  deemed  made  for the  purpose  of
inducing  the  other  parties  to  enter  into  this  Exchange  Agreement.   The
representations,  warranties and covenants  contained in this Exchange Agreement
shall,  except as otherwise  provided in this  Exchange  Agreement,  survive the
Closing  indefinitely.  The  covenants,  presentations  and  warranties  of both
Quantix and Greenland are made only to and for the benefit of the other party to
this Exchange Agreement and shall not create or vest rights in other persons.

     10.10  Controlling  Law. This Exchange  Agreement  shall be governed by and
construed pursuant to the laws of the State of California.

IN WITNESS  WHEREOF,  the  parties  have caused this  Exchange  Agreement  to be
executed by their authorized officers on the date stated above.



GREENLAND CORPORATION

BY: Eric W. Gaer, President and Chief Executive Officer




QUANTIX

BY: H. Leah Hansen, President



                                    Exhibits
                                       43

<PAGE>



                                    CONTENTS


                                                         Page
INDEPENDENT AUDITOR'S REPORT............................. F-2
BALANCE SHEET............................................ F-3
STATEMENTS OF OPERATIONS................................. F-4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY............ F-5
STATEMENTS OF CASH FLOWS................................. F-6
NOTES TO  FINANCIAL STATEMENTS........................... F-7

See Notes to Consolidated Financial Statements.


                                       F-1

<PAGE>
                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                   10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                         SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS             TELEPHONE:     (801) 575-8297
UTAH ASSOCIATION OF                           FACSIMILE:     (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS             E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Greenland Corporation

We have  audited the  accompanying  balance  sheet of Greenland  Corporation  (a
development  stage company) as of December 31, 1997, and the related  statements
of operations,  changes in  stockholders'  equity,  and cash flows for the years
ended  December 31, 1997 and 1996,  and for the period of July 17, 1986 (date of
inception)  to  December  31,  1997.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Greenland  Corporation  (a
development  stage  company) as of  December  31,  1997,  and the results of its
operations,  changes in stockholders'  equity,  and its cash flows for the years
ended  December 31, 1997 and 1996,  and for the period of July 17, 1986 (date of
inception)  to  December  31,  1997,  in  conformity  with  generally   accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has a working capital  deficiency of $(59,896) at December 31, 1997,
and a retained  deficit of  $(3,562,158).  The Company has suffered  losses from
operations  and  has  a  substantial  need  for  working  capital.  This  raises
substantial doubt about its ability to continue as a going concern. Management's
plans in  regard  to these  matters  are  described  in Note 3 to the  financial
statements. The accompanying financial statements do not include any adjustments
that may result from the outcome of this uncertainty.

                                                /s/ Smith & Company
                                           CERTIFIED PUBLIC ACCOUNTANTS


Salt Lake City, Utah
April 9, 1998, except Note 5 which is dated April 30, 1998

                                       F-2

<PAGE>



                              GREENLAND CORPORATION
                          (A Development Stage Company)
                                  BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                                12/31/97
                                                                                            ----------------
ASSETS
Current Assets
<S>                                                                                         <C>             
              Cash in banks                                                                 $          6,528
              Accounts receivable - officers (Note 2)                                                146,586
                                                                                            ----------------

                                                                   TOTAL CURRENT ASSETS              153,114

Equipment, net of depreciation of $12,134 (Note 1)                                                    30,338

Other Assets
              Investments (Note 4)                                                                 4,039,143
              Capitalized software costs (Note 1)                                                    186,723
                                                                                            ----------------

                                                                                            $      4,409,318
                                                                                            ================

LIABILITIES AND EQUITY
Current Liabilities
              Accounts payable                                                              $        123,502
              Accrued wages payable                                                                   29,750
              Payroll taxes payable                                                                   59,758
                                                                                            ----------------

                                                              TOTAL CURRENT LIABILITIES              213,010

              Convertible secured debentures (Note 5)                                                600,000
              Contingent liabilities                                                                       0
                                                                                            ----------------

                                                                      TOTAL LIABILITIES              813,010

STOCKHOLDERS' EQUITY
              Common Stock $.001 par value:
                 Authorized -100,000,000 shares
                 Issued and outstanding 27,097,787 shares                                             27,097
              Additional paid-in capital                                                           7,131,369
              Deficit accumulated during development stage                                        (3,562,158)
                                                                                            ----------------

                                                             TOTAL STOCKHOLDERS' EQUITY            3,596,308
                                                                                            ----------------

                                                                                            $      4,409,318
                                                                                            ================
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-3

<PAGE>



                              GREENLAND CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                                7/17/86
                                                                                                               (Date of
                                                                                 Year Ended December 31,     inception) to
                                                                                  1997           1996          12/31/97
                                                                             -------------   -------------  -------------
REVENUES
<S>                                                                          <C>             <C>            <C>          
           AMR Sales                                                         $      15,000   $      40,000  $      55,000
           Other income                                                             11,381          65,015         60,321
                                                                             -------------   -------------  -------------

                                                                                    26,381         105,015        115,321

EXPENSES
           General and administrative                                            1,820,050         639,462      2,561,768
           Depreciation                                                             12,134               0         12,134
           Interest                                                                 38,257           3,931         42,241
           Property taxes and other taxes                                           44,708           9,001         53,709
           Bad debts                                                                     0          59,668         59,668
                                                                             -------------   -------------  -------------

                                                                                 1,915,149         712,062      2,729,520
                                                                             -------------   -------------  -------------

LOSS FROM OPERATIONS                                                            (1,888,768)       (607,047)    (2,614,199)

OTHER INCOME (LOSS)
           Gain on disposition of subsidiary                                       531,388               0        531,388
           Loss on sale of properties                                             (115,000)              0       (115,000)
                                                                           ---------------   -------------  -------------

                                        NET LOSS FROM CONTINUING OPERATIONS     (1,472,380)       (607,047)    (2,197,811)

           Loss from discontinued operations (Note 1)                             (190,660)       (279,115)    (1,364,347)
                                                                             -------------   -------------  -------------

                                               NET LOSS BEFORE INCOME TAXES     (1,663,040)       (886,162)    (3,562,158)

PROVISION FOR INCOME TAXES                                                               0               0              0
                                                                             -------------   -------------  -------------

                                                                   NET LOSS  $  (1,663,040)  $    (886,162) $  (3,562,158)
                                                                             =============   =============  =============

Loss before discontinued operations                                          $        (.07)  $        (.09)
Loss from discontinued operations                                                     (.01)           (.04)
                                                                             -------------   -------------

                                        NET LOSS PER WEIGHTED AVERAGE SHARE  $        (.08)  $        (.13)
                                                                             =============   =============

Weighted average number of common shares used to
           compute net income (loss) per weighted average share                 20,270,173       6,637,617
                                                                             =============   =============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-4

<PAGE>



                              GREENLAND CORPORATION
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                              Common Stock                Additional
                                                            Par Value $0.001               Paid - in         Retained
                                                       Shares             Amount            Capital           Deficit
                                                   --------------     --------------    --------------    --------------
<S>                                                <C>                <C>               <C>               <C>           
Balances at 7/17/86 (date of inception)                         0     $            0    $            0    $            0
   Issuance of common stock (restricted)
     At $.002 per share at 7/17/86                      1,000,000              1,000             1,000
Net loss for period                                                                                               (1,950)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/86                                    1,000,000              1,000             1,000            (1,950)
Net loss for period                                                                                                  (10)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/87                                    1,000,000              1,000             1,000            (1,960)
Net loss for period                                                                                                  (10)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/88                                    1,000,000              1,000             1,000            (1,970)
Net loss for period                                                                                                  (10)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/89                                    1,000,000              1,000             1,000            (1,980)
Net loss for period                                                                                                  (10)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/90                                    1,000,000              1,000             1,000            (1,990)
Net loss for period                                                                                                  (10)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/91                                    1,000,000              1,000             1,000            (2,000)
Net loss for period                                                                                                    0
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/92                                    1,000,000              1,000             1,000            (2,000)
Net loss for period                                                                                                    0
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/93                                    1,000,000              1,000             1,000            (2,000)
   Issuance of common stock (restricted)
     at $.033 per share for cash                        1,200,000              1,200            38,800
     to acquire subsidiary at $3.04 per
       share at 10/1/94                                   100,000                100           303,893          (257,612)
     to acquire additional rental properties
       at $2.92 per share at 10/1/94                      524,147                524         1,529,803
     at par 10/21/94 for services rendered                132,000                132
Net loss for period                                                                                             (110,338)
                                                   --------------     --------------    --------------    --------------
Balance at 12/312/94                                    2,956,147              2,956         1,873,496          (369,950)
   Issuance of common stock (regulation
     S) at $.10 per share for stock
       subscription                                     1,100,000              1,100           109,900
   Issuance of common stock (restricted)
     at $.483 per share to cancel debt                     25,544                 26           123,294
     at $.001 per share for services                      209,400                209
     at $.09 per share for assets                       8,500,000              8,500           710,829
     at $2.00 per share for assets                          8,400                  8            16,800
     at $5.00 per share to cancel debt                     20,000                 20            99,980
     at $5.14 per share to cancel debt                      5,000                  5            25,714
     at $6.03 per share to land option                    408,512                409         2,464,591
   Cancellation of restricted common
     stock                                                (42,750)               (43)         (124,786)
Net loss for period                                                                                             (587,153)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/95                                   13,190,253             13,190         5,298,818          (957,103)
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-5

<PAGE>

                              GREENLAND CORPORATION
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)



<TABLE>
<CAPTION>
                                                              Common Stock                Additional
                                                            Par Value $0.001               Paid - in         Retained
                                                       Shares             Amount            Capital           Deficit
                                                   --------------     --------------    --------------    --------------
<S>                                                <C>                <C>               <C>               <C>        
Balances at 12/31/95                                   13,190,253             13,190         5,298,818          (957,103)
   Issuance of common stock (restricted)
     correction to issue price of shares
       previously sold on subscription                                                         (14,195)
     at $.001 per share for assets                      1,270,359              1,270            (1,270)
     at $.001 per share for services                      118,856                119              (119)
     at $.50 per share for cash                           242,500                242           121,008
     at $.25 per share for cash                         1,438,505              1,438           358,188
     at $2.00 per share for cash                           54,500                 55           108,945
     at $1.00 per share for cash                              600                  1               599
     at $5.00 per share for cash                              200                  0             1,000
     at $3.00 per share for cash                           28,000                 28            83,972
     at $.82 per share for services                        60,000                 60            48,940
     at $1.07 per share for cash                            2,888                  3             3,084
     at $.76 per share for services                         4,500                  5             3,396
     at $.31 per share for cash                           132,000                132            40,786
   Cancellation of restricted common stock             (1,328,701)            (1,329)         (458,103)
Net loss for year                                                                                               (886,162)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/96                                   15,214,460             15,214         5,595,049        (1,843,265)
   Issuance of common stock (restricted)
     at $.25 per share for cash                           887,000                887           220,863
     at $.26 per share for cash                            15,000                 15             3,885
     at $.283 per share for services                        5,300                  5             1,495
     at $.25 per share for services                       165,000                165            41,085
     at $.26 per share for services                        16,500                 17             4,273
     at $.15 per share for cash                         2,000,000              2,000           298,000
     at par $.001 to settle lawsuit                        61,382                 61               (61)
     at $.25 to settle debt                                   200                  0                50
     at $.10 per share for cash                         2,944,000              2,944           291,456
     at $.22 per share for services                       300,000                300            65,700
     at $.10 per share for services                       268,105                268            26,542
     at $.277 per share for services                       10,840                 11             2,992
     S-8 shares at
       $.26 per share for services                        700,000                700           181,300
       $.20 per share for services                        100,000                100            19,900
       $.10 per share for services                      2,100,000              2,100           207,900
       $.075 per share for services                     2,310,000              2,310           170,940
   Disposition of subsidiary                                                                                     (55,853)
Net loss for year                                                                                             (1,663,040)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/97                                   27,097,787     $       27,097    $    7,131,369    $   (3,562,158)
                                                   ==============     ==============    ==============    ==============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-6

<PAGE>

                              GREENLAND CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                                7/17/86
                                                                                                               (Date of
                                                                                 Year Ended December 31,     inception) to
                                                                                  1997           1996          12/31/97
                                                                             -------------   -------------  -------------
OPERATING ACTIVITIES
<S>                                                                          <C>             <C>            <C>           
   Net loss                                                                  $  (1,663,040)  $    (886,162) $  (3,562,158)
   Adjustments to reconcile net loss
     to cash provided (required) by operating activities:
       Depreciation and amortization                                               192,881         147,878        576,350
       Unrealized decrease in investments                                           47,576               0         83,826
       Book value of disposed assets/liabilities                                  (313,465)              0        200,374
       Stock issued for services                                                   728,153          52,401        823,422
   Changes in operating assets and liabilities:
       Accounts receivable                                                         (16,188)        (70,730)       (86,918)
       Escrow accounts                                                               7,518          (5,549)             0
       Other assets                                                                      0               0            542
       Accounts payable                                                             48,952          46,229        123,502
       Accrued expenses                                                            (27,572)        111,715         89,508
       Deposits                                                                    (20,814)         (1,015)             0
       Property taxes payable                                                      (83,782)         61,418       (112,522)
                                                                             -------------   -------------  -------------

                              NET CASH REQUIRED BY
                                                       OPERATING ACTIVITIES     (1,099,781)       (543,815)    (1,864,074)

INVESTING ACTIVITIES
   Capitalization of software costs                                                      0        (186,723)      (186,723)
   Purchase of stock                                                                     0               0        (55,000)
   Purchase of equipment                                                                 0          (1,626)       (17,558)
   Organization cost                                                                     0               0            (50)
                                                                             -------------   -------------  -------------

                                      NET CASH USED BY INVESTING ACTIVITIES              0        (188,349)      (259,331)

FINANCING ACTIVITIES
   Cash from subsidiary                                                                  0               0         23,415
   Proceeds from sale of stock                                                     820,050         719,481      1,637,336
   Collections of stock subscription                                                     0          40,000         40,000
   Amounts borrowed from (repaid to) stockholders                                 (290,790)        (10,000)             0
   Repayment of loans                                                              (29,860)        (91,931)      (243,818)
   Proceeds from new loans                                                         600,000          73,000        673,000
                                                                             -------------   -------------  -------------

                                NET CASH PROVIDED
                                                    BY FINANCING ACTIVITIES      1,099,400         730,550      2,129,933
                                                                             -------------   -------------  -------------

                               INCREASE (DECREASE)
                                               IN CASH AND CASH EQUIVALENTS           (381)         (1,614)         6,528

   Cash and cash equivalents at beginning of year                                    6,909           8,523              0
                                                                             -------------   -------------  -------------

                                                              CASH AND CASH
                                                 EQUIVALENTS AT END OF YEAR  $       6,528   $       6,909  $       6,528
                                                                             =============   =============  =============

   SUPPLEMENTAL INFORMATION
     Cash paid for interest                                                  $     306,892   $     309,799  $     951,321
     Assets acquired by assumption of debt and issuance of stock                         0         104,500     10,933,790
     Cancellation of stock previously issued for
       assets determined to be worthless (Note 4)                                        0         459,432        459,432
     Investment received in exchange for non-cash assets                         3,850,000               0      3,850,000
     Net book value of assets exchanged for investment                          (1,412,077)              0     (1,412,077)
     Land option exchanged for investment                                       (2,515,000)              0     (2,515,000)
     Stock issued to cancel debt                                                         0               0        249,039
                                                                             -------------   -------------  -------------

                                                                             $     229,815   $     873,731  $  12,516,505
                                                                             =============   =============  =============
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-7

<PAGE>

                              GREENLAND CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997



NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

                  Principal Operations
                  The  principal  business  of the Company is the  marketing  of
                  advanced communications technology, which enables utilities to
                  automate meter reading via the Company's AirLink System.

                  Accounting Methods
                  The  Company  recognizes  income  and  expenses  based  on the
                  accrual method of accounting.

                  Discontinued Operations
                  In  December,  1997 the Company  disposed of its  wholly-owned
                  subsidiary Gam Properties,  Inc. (which was in the real estate
                  rental  business).   The  net  loss  from  operations  of  the
                  subsidiary   during  1997  was   $(190,660).   The   financial
                  statements  for the year  ended  December  31,  1996 have been
                  restated to reflect the loss from Gam's operations  consistent
                  with 1997.

                  Development Stage
                  The Company was in the  development  stage prior to 1994, when
                  it acquired  its  subsidiary  Gam  Properties,  Inc.  Upon the
                  disposition  of the  subsidiary  at  December  31,  1997,  the
                  Company has re-entered the development stage.

                  Equipment
                  Equipment  is recorded at cost.  Depreciation  is provided for
                  using the  straight-line  method  over a seven year life.  The
                  cost of assets  sold or  retired  and the  related  amounts of
                  accumulated  depreciation are removed from the accounts in the
                  year of disposal.  Any resulting  gain or loss is reflected in
                  current operations.

                  Expenditures  for  maintenance  and  repairs  are  charged  to
                  operations  as  incurred;   additions  and   improvements  are
                  capitalized.

                  Dividend Policy
                  The Company has not yet adopted any policy  regarding  payment
                  of dividends.

                  Capitalized Software
                  The Company has capitalized  expenses incurred to install live
                  test sites for its AirLink  automated  meter reading  systems.
                  Those costs will be amortized  against  revenues from sales of
                  the systems over a period not to exceed five years.

                  Use of Estimates
                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make estimates and assumptions that affect certain reported
                  amounts and disclosures.
                  Accordingly, actual results could differ from those estimates.

                  Fair Market Value of Financial Instruments
                  The Company  considers  all highly liquid  investments  with a
                  maturity of three  months or less to be cash  equivalents  and
                  are deemed to approximate fair value. In management's opinion,
                  the carrying  value of long-term debt also  approximates  fair
                  value.

                  Income Taxes
                  The Company  records the income tax effect of  transactions in
                  the  same  year   that  the   transactions   enter   into  the
                  determination  of income,  regardless of when the transactions
                  are recognized  for tax purposes.  Tax credits are recorded in
                  the year  realized.  Since the  Company  has not yet  realized
                  income as of the date of this report,  no provision for income
                  taxes has been made.

                  The Company  utilizes the liability  method of accounting  for
                  income taxes as set forth in Statement of Financial Accounting
                  Standards No. 109,  "Accounting  for Income Taxes" (SFAS 109).
                  Under the  liability  method,  deferred  taxes are  determined
                  based on the  difference  between the financial  statement and
                  tax bases of assets and liabilities using enacted tax rates in
                  effect in the years in which the  differences  are expected to
                  reverse.  An allowance against deferred tax assets is recorded
                  when it is more  likely than not that such tax  benefits  will
                  not be realized.


                                       F-8

<PAGE>


                              GREENLAND CORPORATION
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1997


NOTE 1:       SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

              Income Taxes (continued)
              At December 31,  1997, a deferred tax asset has not been  recorded
              due to the Company's  lack of operations to provide  income to use
              the net operating loss carryover which expires as follows:

                   Year Ended              Expires             Amount
               -------------------   -------------------    ------------
                December 31, 1986     December 31, 2001     $      1,950
                December 31, 1987     December 31, 2002               10
                December 31, 1988     December 31, 2003               10
                December 31, 1989     December 31, 2004               10
                December 31, 1990     December 31, 2005               10
                December 31, 1991     December 31, 2006               10
                December 31, 1994     December 31, 2009           39,780
                December 31, 1995     December 31, 2010          378,664
                December 31, 1996     December 31, 2011          718,121
                December 31, 1997     December 31, 2012        1,892,413
                                                            ------------

                                                            $  3,030,978
                                                            ============

NOTE 2:       ACCOUNTS RECEIVABLE - OFFICERS

              During 1996 and 1997,  the Company  advanced  $146,586 to officers
              and  employees.  The funds will be repaid in 1998 or withheld from
              wages.

NOTE 3:       GOING CONCERN ITEMS

              The  Company's  financial  statements  have been  presented on the
              basis  that  it  is  a  going  concern,   which  contemplates  the
              realization  of assets  and  satisfaction  of  liabilities  in the
              normal  course of business.  The Company has incurred  losses from
              inception and has a retained deficit of $(3,562,158).

              Management  believes  the  Company  will be able to  continue as a
              going concern for the following reasons:


              1.           The Company is in the process of a private  placement
                           offering to sell shares of restricted common stock to
                           raise up to $5,000,000.

              2.           The  Company   expects  to   leverage   some  of  its
                           investments in other  publicly-held  corporations  to
                           borrow funds for working capital.

NOTE 4:       INVESTMENTS

              Investments consist of the following items:

              1-  25,000 shares of common stock in a public company.  The cost 
              was $55,000.

              2-  A 49% interest in a limited liability company which is 
              reported at $134,143 under the equity method.

              3- 1,100,000 convertible preferred shares in a public company. The
              basis in the land option  given in exchange  for these  shares was
              $2,515,000.  Subsequent  to  December  31,  1997,  the Company has
              exchanged  the  shares  for land and  notes  receivable  valued at
              $2,400,000.  The  investment  has  been  reflected  at a value  of
              $2,400,000 as of December 31, 1997. The shares are  convertible in
              1998 to the number of common  shares (at the  then-current  market
              price) equivalent to $2,860,000.

              4- 290,000 convertible  preferred shares in a public company.  The
              net book value of the Company's subsidiary which was exchanged for
              these shares was $1,412,077.  The negotiated price at December 31,
              1997  was  $1,630,000,  which  is the  value  reflected  on  these
              financial  statements.  The shares are  convertible in 1999 to the
              number  of  common  shares  (at  the  then-current  market  price)
              equivalent to $1,450,000.


                                       F-9

<PAGE>


                              GREENLAND CORPORATION
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1997


NOTE 5:       CONVERTIBLE SECURED DEBENTURES

              On April 9, 1997, the Company sold $600,000 in aggregate principal
              amount of 10%  Convertible  Debentures  due April 30,  1999  under
              Regulation  S. Sales  commissions  of 15% were paid.  The  Company
              placed 4,000,000 shares of restricted stock in escrow as security.
              Under  the  original  terms  of  their  issuance,   the  Series  B
              Convertible  Debentures are  convertible  into common stock at the
              lower of $.186  per share or 62% of the  closing  bid price of the
              common stock averaged over the five days prior to conversion.  The
              issuance  and sale of the  Series  B  Convertible  Debentures  was
              intended to comply with Regulation S of the Securities Act.

              Based in part on the advice of outside legal counsel,  the Company
              believed that the validity of the convertibility of the Debentures
              was open to some question.  The Company was sued by the Holders of
              the Debentures to force conversion.

              Subsequent  to December  31,  1997,  the Company  settled with the
              Holders  of the  Debentures  and  issued  9,000,000  shares of its
              common  stock to retire  the  Debentures.  If the  shares had been
              converted  at December  31,  1997,  the Company  would have issued
              8,415,147 shares.

NOTE 6:       LEASES

              In January,  1997, the Company entered into a three-year operating
              lease of office  space.  Required  lease  payments  are $73,313 in
              1998, and $79,560 in 1999.


                                      F-10

<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                      SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS          TELEPHONE:     (801) 575-8297
UTAH ASSOCIATION OF                        FACSIMILE:     (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS          E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

              As independent  public accountants for Greenland  Corporation,  we
hereby  consent to the use of our report  included in the annual  report of such
Company  on Form  10-KSB  for the  year  ended  December  31,  1997,  and in the
Company's  offering  pursuant to Regulation D of the  Securities Act of 1933, as
amended.

Date:         April 30, 1998


                                                 /s/ Smith & Company
                                            CERTIFIED PUBLIC ACCOUNTANTS

                                       68

<PAGE>




PART IV
                                   SIGNATURES
         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                           GREENLAND CORPORATION



                           By: _/s/ Eric W. Gaer_______
                                 Eric W. Gaer
                                 President and Chief Executive Officer

                                 May 11, 1998



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Signature                   Title                                     Date



/s/ Eric W. Gaer            President and Chief Executive Officer,  May 11, 1998
                            and acting Chief Financial Officer
---------------------------
Eric W. Gaer



/s/ Michael H. deDomenico   Secretary                               May 11, 1998
---------------------------
Michael H. deDomenico





                                       69