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                                                                   EXHIBIT 10.15




                             JOINT VENTURE AGREEMENT
                     JILIN LIANLI (CBR) BREWING COMPANY LTD.



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JOINT VENTURE AGREEMENT
JILIN LIANLI (CBR) BREWING COMPANY LTD.


CHAPTER 1 : GENERAL

Clause 1      Whereas in accordance with the "Law of the People's Republic
              of China for the Joint Ventures Enterprises with Chinese and
              Foreign Investments", "Company Law of the People's Republic of
              China" and other relevant legislations and regulations of
              China, Jilin Province Juetai City Brewery, Jilin Province
              Chuang Xiang Zhi Yie Ltd. and March International Group
              Limited agree, on the basis of equality and procuring mutual
              benefits, friendly co-operation and mutual development, to
              sign this joint venture agreement to establish a joint
              venture company designated as "Jilin Lianli (CBR) Brewing
              Company Ltd." in Juetai City, Jilin Province of China.


CHAPTER 2 : INTERPRETATION

Clause 2      In this Agreement, unless the context otherwise requires, the
              following terms and words have the interpretations as follow:

              1.       "Agreement" means this Joint Venture Agreement and
                       all its appendices.

              2.       "Joint Venture Company" means Jilin Lianli (CBR)
                       Brewing Company Ltd.

              3.       "Party A" means Jilin Province Juetai Brewery.
                       "Party B" means March International Group Limited.
                       "Party C" means Jilin Province Chuang Xiang Zhi Yie
                       Ltd.

              4.       "China" means the People's Republic of China ("PRC").

              5.       "PRC Laws" means all the central, provincial and
                       local laws, legislations, regulations, rules,
                       procedures, and judicial interpretation documents
                       (including transient and provisional), but excludes
                       all the internal documents which are not disclosed to
                       foreign investors.

              6.       "Board of Directors" means the Board of Directors of
                       the Joint Venture Company.

              7.       "Directors" means the members in the Board of
                       Directors as appointed by the Joint Venture Parties
                       in accordance with this Agreement.

              8.       "Articles of Association" means the articles of
                       association of the Joint Venture Company prepared in
                       accordance with the terms and


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                       conditions specified in this Agreement, which is
                       signed by all the Joint Venture Parties, and is
                       approved by the relevant governmental authorities.

              9.       "Third Party" means any legal person or legal entity
                       in China other than the Joint Venture Parties.

              10.      "Joint Venture Law" means the Law of the People's
                       Republic of China for the Joint Venture Enterprises
                       with Chinese and Foreign Investments, and other
                       legislation and regulations applicable to
                       Sino-foreign joint venture enterprises.

              11.      "Company Law" means the Company Law of the People's
                       Republic of China.

              12.      "Joint Venture Period" means the period commencing
                       from the date of issuance of the business license of the
                       Joint Venture Company and terminating on the date as
                       specified in this Agreement and Articles of
                       Association in compliance with the PRC laws.

              13.      "Yuan" means the unit of currency denominated in this
                       Agreement. Unless otherwise indicated, the currency
                       means the Renminbi ("RMB").

              14.      "Foreign Currency" or "Foreign Exchange" means the
                       legal currency, as stipulated by the laws of that
                       foreign country, which can be freely exchanged and
                       transacted outside the vicinity of China.

Clause 3      The attached appendices are an integral and non-segregated
              part of this Agreement, and possess the same legal efficacy
              as this Agreement.

              Appendix I :      List of assets and liabilities transferred
                                from Party A to the Joint Venture Company,
                                and such list shall be signed by all
                                three Joint Venture Parties.

              Appendix II :     Land use right certificate, red-lined
                                diagram, and the property deeds.

              Appendix III :    The certificates issued by the relevant
                                governmental authorities certifying the
                                property ownership documents contained in
                                Appendix I and Appendix II.

              Appendix IV :     The trademarks registration certificates of
                                Party B, and the relevant identification
                                documents.

              Appendix V :      The documents in relation to the packaging line
                                transferred from Party B to the Joint Venture
                                Company.



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              Appendix VI :     List of assets transferred from Party C to the
                                Joint Venture Company, and such list shall be
                                signed by all the three Joint Venture Parties.


CHAPTER 3 : PARTIES TO THE JOINT VENTURE

Clause 4       The parties of this Agreement are :

               Party A :
               Name                      : Jilin Province Juetai Brewery
               Legal Address             : Juetai City, Jilin Province, China
               Legal Representative      : Mr. Sun Chang Yuan

               Party B :

               Name                      : March International Group Limited
               Legal Address             : 23rd Floor, Hang Seng Causeway Bay
                                           Building, 28
                                           Yee Wo Street, Causeway Bay,
                                           Hong Kong

               Legal Representative      : Mr. Chen Zi Shou

               Party C :
               Name                      : Jilin Province Chuang Xiang Zhi
                                           Yie Ltd.
               Legal Address             : No. 50 Tong Zhi Street, Chang Chun
                                           City, Jilin Province, China
               Legal Representative      : Mr. Li Wei

Clause 5       In accordance with Chapter 25 of this Agreement, all Parties
               have the rights and responsibilities to inform the other
               Parties in any change of the legal address or the legal
               representative.


CHAPTER 4 : ESTABLISHMENT OF THE JOINT VENTURE COMPANY

Clause 6       All Parties have agreed to establish a Joint Venture Company
               in China in accordance with the Joint Venture Law, the Company
               Law and other PRC Laws. The Joint Venture Company will be
               established as an independent legal person under the laws of
               the PRC and will subject to the jurisdiction and protection of
               the laws of China, as well as the associated rights and
               benefits thereto.

Clause 7       Name of the Joint Venture Company:
               Jilin Lianli (CBR) Brewing Company Ltd.

               Legal address of the Joint Venture Company:
               Juetai City, Jilin Province, China

Clause 8       All activities of the Joint Venture Company shall comply with
               the legislations, regulations, orders and relevant rules
               prevailing in the PRC.


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Clause 9       The Joint Venture Company shall be a company with limited
               liability. Parties to the Joint Venture Company shall assume
               liability up to the limit of their respective capital
               contributions. All Parties shall share the profit and loss and
               undertake the risk according to the ratio of their capital
               contribution towards the registered capital. The Joint Venture
               Company shall use all its assets to undertake all the
               liabilities of the Joint Venture Company.

Clause 10      Unless with written consent and agreement, all the
               liabilities, responsibilities, and debts created in any forms,
               for any reasons, and in any circumstances by an individual Joint
               Venture Party shall be borne and undertaken by such Party.


CHAPTER 5 : OBJECTIVES, SCALE AND SCOPE OF BUSINESS

Clause 11      The objectives of the Joint Venture Parties in forming the
               joint venture business are:

               Basing on the wishes to strengthen economic cooperation and
               technology exchange, by adopting advanced but practical
               technique and scientific management method, by expanding the
               synergy of joint venture advantage, to improve quality of the
               products, to establish the production facilities up to 30,000
               metric tons annual capacity, in order to actively explore the
               domestic and international market, to continuously expand the
               scale of operation, so as to increase the production capacity
               to 200,000 metric tons in five years, and to procure
               satisfactory economic benefits for all Parties.

Clause 12      The scope of business of the Joint Venture Company is:

               The production, sale, research and development and other
               technology consultation activities in relation to beer,
               beverage and other auxiliary products.


CHAPTER 6 : TOTAL INVESTMENT, INVESTMENT RATIO AND REGISTERED CAPITAL

Clause 13      The total investment of the Joint Venture Company is RMB
               25,000,000. Party A shall contribute RMB 10,000,000, which
               amounts to 40% of the total registered capital of the Joint
               Venture Company. Party B shall contribute RMB 12,750,000,
               which amounts to 51% of the total registered capital of the
               Joint Venture Company. Party C shall contribute RMB 2,250,000,
               which amounts to 9% of the total registered capital of the
               Joint Venture Company.

Clause 14      The registered capital of the Joint Venture Company is RMB
               25,000,000.

Clause 15      Party A shall contribute its existing net assets to the Joint
               Venture Company as its capital contribution.

Clause 16      Party A hereby guarantees that, in pursuant to Clause 15 of
               this Agreement, all the assets injected by Party A which
               represents its capital contribution to the


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               Joint Venture Company are legally owned by Party A itself, and
               all these assets do not bear or attach with any guarantees,
               charges or collateral of debts. In case of any Party
               subsequently claiming right or ownership of those assets
               injected by Party A to the Joint Venture Company, all such
               responsibilities shall be borne by Party A. The values of the
               relevant assets will be deducted from the total capital
               contribution by Party A. Party A shall then deduce other means
               to pay up its capital contribution to the Joint Venture
               Company.

Clause 17      Party B shall use its US "CBR" brandname (Chinese name:
               "Lianli"), one bottle packaging line for beer with the
               annual capacity of not less than 30,000 metric tons, and the
               relevant brewing technology, craftsmanship, formula, and yeast
               as its capital contribution to the Joint Venture Company. The
               value of the aforesaid assets is valued at RMB 12,750,000.

Clause 18      Party C shall inject the assets and the distribution
               networks of its Shengyang sales office, Cheungchun sales
               office, Jilin sales office and Haribun sales office into the
               Joint Venture Company. The value of the aforesaid assets is
               valued at RMB 2,250,000.

Clause 19      Other capital required by the Joint Venture Company besides
               the registered capital shall be resolved by the Joint Venture
               Company through loan financing.

Clause 20      The assets injected by all the Joint Venture Parties shall be
               completed within 90 days after the effective date of this
               Agreement.

Clause 21      The registered capital of the Joint Venture Company cannot be
               reduced at any time during the Joint Venture Period.

Clause 22      The Parties cannot withdraw their contributed capital at
               any time during the Joint Venture Period.

Clause 23      If the registered capital is increased during the Joint
               Venture Period, it shall be approved and adopted by the Board
               of Directors and all relevant registration procedures shall be
               completed.


CHAPTER 7 : TRANSFERENCE OF EQUITY AND ASSETS OF THE JOINT VENTURE COMPANY,
            CHARGES, GUARANTEES, LENDING AND BORROWING FROM OUTSIDE PARTIES,
            INVESTMENTS AND LOANS

Clause 24      After the establishment of the Joint Venture Company, if any
               Party intends to transfer its portion of capital contributions
               or equity, notwithstanding partially or entirely, such Party
               shall report in written form to the Board of Directors as well
               as communicate to the other Parties. Under the same
               conditions, the other Parties have the preemptive right to
               acquire such share or equity interest. Unless all the
               Parties to the Joint Venture Company forfeit the rights


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               of acquisition, the solicitor cannot transfer its equity
               interest to other third parties.

               After the counter-parties receive the written notice, they
               must reply to the soliciting party within 30 days explicitly
               stating whether they will acquire the equity interest. If
               no reply is received within 30 days, it is assumed that the
               counter-parties will not acquire the relevant equity interest.

               All the activities in connection with the transference of
               equity and assets of the Joint Venture Company, executing
               charges against the assets of the Joint Venture Company,
               making guarantees in the name of the Joint Venture Company,
               lending and borrowing from outside parties, making investments
               and obtaining loans, shall be agreed and approved by the Board
               of Directors. If the representatives from any Parties
               execute the aforesaid activities without the authorization
               from the Board of Directors, the ultimate liability and
               responsibility shall be borne by that Party.


CHAPTER 8 : RESPONSIBILITIES OF THE PARTIES TO THE JOINT VENTURE

Clause 25      All Joint Venture Parties shall accomplish their respective
               responsibilities as follows:

               Responsibilities of Party A:

               1.       To be responsible for obtaining approvals, permits,
                        business registrations, business licenses for
                        establishing and operating the Joint Venture Company
                        from relevant governmental authorities in China. The
                        related expenses will be paid by the Joint Venture
                        Company.

               2.       To be responsible for negotiating with the relevant
                        governmental authorities in order to enable the Joint
                        Venture Company to obtain all the privileges as
                        granted by law.

               Responsibilities of Party B:

               1.       To assist the Joint Venture Company in the import of
                        raw materials, equipment, office utilities,
                        transportation facilities and communication devices.

               2.       To assist the Joint Venture Company in promoting sales
                        and building up sales network of its products
                        overseas.

               3.       To assist the Joint Venture Company in recruiting
                        managerial, operational, technical and other
                        functional personnel from overseas.

               4.       To assist the Joint Venture Company in dealing with
                        financing activities overseas for future development.


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               5.       To be responsible for other matters entrusted by the
                        Joint Venture Company.

               Responsibilities of Party C:

               To assist the Joint Venture Company in relation to all the
               marketing and distribution affairs, and to assist both Parties
               A and B to fulfill their responsibilities.


CHAPTER 9 : SALE AND DISTRIBUTION OF PRODUCTS

Clause 26      The products produced by the Joint Venture Company are mainly
               sold in the China market, and may be progressively developed
               and sold to the overseas market.

Clause 27      The trademark used by the Joint Venture Company is mainly the
               "Lianli CBR" brandname. Basing on the prevailing market
               conditions, the Joint Venture Company can also use other
               trademarks under sublicensing arrangements.

Clause 28      The Joint Venture Company can explore other international
               famous brandnames and trademarks, and employ sophisticated
               technologies in order to enhance its competitive position and
               profitability.


CHAPTER 10 : BOARD OF DIRECTORS

Clause 29      The date of registration of the Joint Venture Company is the
               same as the date of the setting up of the Board of Directors.

Clause 30      The Board of Directors is composed of five directors. Two of
               them are appointed by Party A and three of them are appointed
               by Party B. The chairman of the Board is appointed by Party B,
               and the vice-chairman is appointed by Party A. The tenure of
               office of the directors, chairman and vice-chairman is four
               years. The period of the tenure of office can be extended by
               the appointing Party. Any vacancy in the Board of Directors
               will be filled and appointed by the designated Party. Both
               Parties have the right to appoint and change their respective
               directors. A written notice for any appointments or changes in
               directors shall be delivered 14 days in advance to the Board
               of Directors.

Clause 31      The chairman who is unable to attend a meeting has to
               appoint an alternative or substitute director in writing to
               hold the meeting. In case of not having a written letter of
               entrustment, it is assumed that the vice-chairman will be
               entrusted to hold the meeting. The resolutions passed by the
               Board of Directors meeting which fall within the agendas
               previously circulated will become effective after being signed by
               the chairman.


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Clause 32      The chairman has to send agendas to all the directors 15 days
               before the meeting in order to inform them about the topics
               concerned and also the date and place where the meeting will
               be held.

Clause 33      The quorum of a meeting of the Board of Directors shall be
               two-thirds of the number of directors. If there are less than
               two-thirds of the number of directors attending the meeting after
               half an hour of the meeting commencing at the predetermined
               place, then the chairman shall issue another notice to all
               directors in order to inform them that the meeting will be
               held again after 5 days. During the second call of a meeting,
               if there are still less than two-thirds of the number of
               directors attending the meeting, then the meeting can commence
               with more than one-half of the number of directors attending.

Clause 34      A director who is unable to attend a meeting has to appoint
               an alternative or substitute director in writing. A substitute
               can represent one or more than one directors to attend the
               meeting. However, a director who is unable to attend a meeting
               and does not appoint any person to represent him will be
               regarded as giving up the vote.

Clause 35      The Board of Directors is the highest authority of the
               Joint Venture Company. The following decisions shall be
               passed with the unanimous agreement of all directors on the
               Board:

               1.       Amendment of the articles of association of the Joint
                        Venture Company.

               2.       Termination and dissolution of the Joint Venture
                        Company.

               3.       Increase in, or transfer of, the registered capital
                        or equity of the Joint Venture Company.

               4.       Acquisition of subsidiary or amalgamation with other
                        economic organizations by the Joint Venture Company.

               The following decisions shall be passed with the agreement of
               more than one-half of the number of votes by the directors on
               the Board:

               1.       The appointments of general manager, deputy general
                        manager, financial controller and other key
                        positions.

               2.       The approvals of the financial budget, financial
                        statements and distribution of profit.

               3.       The approvals of important policies and system
                        procedures of the Joint Venture Company.

               4.       All other affairs that need to be decided by the
                        Board of Directors, except for item 1 of this Clause.


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Clause 36      The chairman is stipulated by laws to be the representative
               of the Joint Venture Company. If the chairman cannot fulfill
               his duties due to acceptable reasons, he can temporarily
               entrust the vice-chairman or another director to represent him.

Clause 37      The Board of Directors shall hold a meeting at least once a
               year. The Board of Directors meeting shall be called by the
               chairman, and the place of meeting in principle shall be the
               registered address of the Joint Venture Company. When it is
               proposed by more than one-third of the number of directors on
               the Board, the chairman can call for a temporary meeting of
               the Board of Directors. Minutes of the Board of Directors
               meetings shall be prepared and kept safely.


CHAPTER 11 : MANAGEMENT

Clause 38      The Joint Venture Company has to establish a management team
               to handle the daily affairs of the Joint Venture Company. The
               management association consists of a general manager who is
               appointed by the Board of Directors; two deputy general
               managers who are nominated by the general manager and
               appointed by the Board of Directors; and one financial
               controller who is appointed by the Board of Directors. The
               tenure of the offices of general manager, deputy general
               managers and financial controller is four years, and they can be
               re-elected.

Clause 39      The duty of the general manager is to execute the decisions of
               the Board of Directors, and to lead the daily management
               activities of the Joint Venture Company. The duty of the
               deputy general managers is to assist the general manager. The
               duty of the financial controller is to organize and monitor
               the financial operations of the Joint Venture Company. The
               general manager and financial controller are directly
               accountable to the Board of Directors. The management
               association can employ several department managers, who are
               responsible for the operations of their respective functional
               departments, and accomplish the assignments from general
               manager and deputy general managers. The department managers
               are accountable to the general manager and deputy general
               managers.

Clause 40      If the general manager, deputy general managers and financial
               controller have abused their positions for personal interest,
               corruption, or committed severe mistakes due to negligence,
               they will be laid off by the consent of the Board of
               Directors. The general manager can terminate the employment of
               other department managers with the approval of the Board of
               Directors. The Board of Directors can also dismiss any
               department manager as necessary.


CHAPTER 12 : PURCHASE OF REQUIRED MATERIALS AND EQUIPMENT

Clause 41      All the raw materials, equipment, fuels and energy,
               auxiliary components, transportation facilities and office
               utilities needed by the Joint Venture Company have to be
               preferentially procured in China under the same conditions
               offered by different suppliers.


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Clause 42      If the Joint Venture Company desires to purchase equipment
               overseas, the Board of Directors shall discuss and agree on the
               models, prices, terms and specifications of such equipment.


CHAPTER 13 :  FOREIGN EXCHANGE CONTROL

Clause 43      The Joint Venture Company has to open bank accounts for RMB
               and foreign currencies with Bank of China or any other banks
               which have been approved by the State Exchange Administration
               Bureau to transact foreign currencies. The Board of Directors
               of the Joint Venture Company has to decide on the cheques
               issuing system. If necessary, the Joint Venture Company can
               also open a foreign exchange account overseas after obtaining
               approval from the Board of Directors and permission from the
               State Exchange Administration Bureau.

Clause 44      All the foreign exchange received by the Joint Venture
               Company has to be deposited in the foreign exchange account
               and those payments in foreign exchange shall also be paid from
               this account.

Clause 45      The foreign exchange has to be used by the Joint Venture
               Company in according with the following sequences or as
               decided by the Board of Directors:

               1.       Payments for the compensation of the employment of
                        foreign employees.

               2.       Principle and interest of foreign currency loans and
                        any other related debts that must also be paid by
                        foreign exchange.

               3.       Payments for the materials, facilities, spare parts
                        and services that are needed by the Joint Venture
                        Company and are required to be settled by foreign
                        exchange.

               4.       Payments for some administrative expenses that are
                        related to the business of the Joint Venture Company and
                        are required to be settled with foreign currencies.

               5.       To pay for the dividends distributable to Party B
                        according to its investment ratio.

Clause 46      The profit appropriations by the Joint Venture Company shall
               be decided by the Board of Directors, and distributed to all
               Parties in accordance with their respective capital
               contribution ratios. Profits distributable to Party B shall
               have priority in utilizing the foreign exchange for payments.
               If the foreign exchange is insufficient, the remaining portion
               can be paid by RMB. The Joint Venture Company shall assist
               Party B to convert and remit the dividends denominated in RMB
               to foreign currency through the exchange SWAP centers or
               banks.


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CHAPTER 14 : LABOR ADMINISTRATION

Clause 47      The recruitment, hiring, dismissal, wages, labor insurance,
               employees welfare, bonuses and punishments of employees of the
               Joint Venture Company shall be implemented in accordance with
               the Company Law, Sino-foreign Joint Venture Enterprises
               Employment Law of China, Employment Law and other employment
               regulations prevailing in Jilin Province. The employment
               policy of the Joint Venture Company shall be determined and
               enacted by the Board of Directors. The Joint Venture Company
               will conclude the employment contracts with individual
               employees and shall file the contracts with the local labor
               department. The employees currently hired by Party A will be
               preferentially employed by the Joint Venture Company under the
               same terms and conditions. Employee not recruited by the Joint
               Venture Company will be handled by the local government and
               Party A, the Joint Venture Company will not assume any
               responsibilities thereon.

Clause 48      Any labor disputes occurring with the Joint Venture Company shall
               first be settled through bilateral negotiations. If the
               problems remain to be unresolved after negotiation, either
               party can seek arbitration from the local or provincial labor
               department. If any party is not satisfied with the arbitration
               results, legal proceedings can be instituted through the local
               court.

Clause 49      The salaries, social welfare, benefits and travelling
               reimbursement standards of the senior managerial personnel
               recommended by all the Joint Venture Parties shall be
               discussed and ratified by the Board of Directors.


CHAPTER 15 : TAXATION, FINANCIAL AND AUDITS

Clause 50      The Joint Venture Company must pay those taxes which are
               applicable to its businesses in accordance with the relevant
               laws of the PRC. The Joint Venture Company can benefit from
               the preferential tax treatments and concessions applicable to
               all Sino-foreign joint venture enterprises. In accordance
               with the requirements of the relevant laws in the PRC, the
               Joint Venture Company shall prepare and submit its financial
               statements and tax information to the relevant government
               departments, local financial administration bureau and local
               tax bureau.

Clause 51      All the staff and workers of the Joint Venture Company must
               pay personal income taxes in accordance with the Personal
               Income Tax Laws of the PRC.

Clause 52      In accordance with the Joint Venture Law, the Joint Venture
               Company shall appropriate reserve fund, staff welfare and
               bonus fund, and enterprise development fund. With reference to
               the operating results of the Joint Venture Company, the Board
               of Directors will decide the proportions of these funds to be
               appropriated in each year.


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Clause 53      The financial year of the Joint Venture Company is the same as
               the calendar year which commences on 1st January and ends on
               31st December. All the vouchers, supportings records,
               accounting ledgers and financial statements shall be
               documented in Chinese. The Joint Venture Company shall also
               prepare another set of financial statements which comply with
               the International Accounting Standards in English. The first
               financial year of the Joint Venture Company begins from the
               date of the business license to 31st December of the same
               year. The last financial year of the Joint Venture Company
               will be from 1st January to the last day of business.

Clause 54      The financial statements of the Joint Venture Company shall
               be prepared in accordance with both PRC Accounting Standards
               and International Accounting Standards.

Clause 55      At the end of each fiscal year, the Joint Venture Company
               shall employ China Certified Public Accountants to audit the
               accounts and financial statements, and the auditors' report
               shall be submitted to the Board of Directors within three
               months after the year end date.

               All Parties have the right to appoint independent auditors in
               China or overseas to audit the financial statements of the
               Joint Venture Company. The Joint Venture Company shall assist
               the audit in a cooperative manner and submit all the necessary
               information, and shall pay for the audit fees accordingly.


CHAPTER 16 :  PROFIT APPROPRIATIONS

Clause 56      After paying all the profit taxes, the Joint Venture Company
               can distribute its profit according to the following sequence:

               1.       Covering all the losses of assets and properties
                        arising from confiscation. Settling all the tax
                        detention monies and penalties.

               2.       Offsetting any losses incurred in prior years.

               3.       Appropriation of statutory reserve fund.

               4.       Appropriation of staff welfare and bonus fund.

               5.       Appropriation of enterprise development fund.

               6.       Distribution to the Parties to the Joint Venture
                        Company in accordance with their respective capital
                        contribution ratios.


CHAPTER 17 :  JOINT VENTURE PERIOD, TERMINATION AND DISSOLUTION

Clause 57      The duration of the Joint Venture Company is 30 years.


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               The date of establishment of the Joint Venture Company is the
               same as the date of issuance of the business license.

               The Joint Venture Period can be extended if the Board of
               Directors has unanimously consented and filed application to
               the relevant governmental authorities at least six months
               before the expiry date.

Clause 58      The Joint Venture Company will be dissolved under the
               following circumstances :

               1.       The Joint Venture Period has expired.

               2.       The business of the Joint Venture Company cannot
                        continue due to substantial loss.

               3.       The business cannot be operated due to one of the
                        Parties being unable to fulfill the responsibilities as
                        specified in this Agreement and the Articles of
                        Association.

               4.       The business of the Joint Venture Company cannot be
                        operated due to serious natural disasters, wars and
                        other force majeure.

               5.       In accordance with relevant laws and relevant clauses
                        specified in this Agreement, one of the Parties has
                        already acquired all the equity owned by another of
                        the Parties.

               6.       If any policies, rules or regulations formulated by
                        any local government department have caused serious
                        unfavorable effects to the Joint Venture Company or
                        either of the Parties, and all Parties are unable to
                        complete the required changes and adjustments in
                        accordance with the original terms and conditions of
                        the Agreement.

               7.       During the Joint Venture Period, if any Party to the
                        Joint Venture Company has been discovered to have
                        the following behaviors, the other Parties can obtain
                        written approvals from relevant governmental
                        authorities to terminate this Agreement.

                        (a)      If any Party violates the regulations of
                                 this Agreement to transfer its investment in
                                 the Joint Venture Company, either partially
                                 or entirely.

                        (b)      In case of any Party involved in legal
                                 dispute with third party, and the dispute is
                                 having severe effects on the business
                                 operations of the Joint Venture Company, the
                                 Joint Venture Company or other Parties can
                                 request in writing to terminate this
                                 Agreement if the dispute remains
                                 unresolved for more than six months.

                        (c)      If any Party seriously violates this
                                 Agreement, the Joint Venture Company or
                                 other Parties can request in writing for


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                                 remedies. If the Party who has breached this
                                 Agreement fails to correct the situation or
                                 provide compensations to the suffering
                                 Parties, this Agreement can be terminated
                                 after three months of the written request.

               Under the above circumstances, except for items 1 and 7, the
               application for dissolution shall be initiated and approved by
               the Board of Directors, and filed with the relevant governmental
               authorities.

Clause 59      If the Joint Venture Company is dissolved due to those reasons
               specified in Clause 58 above, all the assets of the Joint
               Venture Company shall be estimated and valued according to
               guidelines set up by the liquidation committee which is
               established according to relevant rules and laws. During the
               counting and valuation of the assets, the liquidation
               committee shall try its best to obtain the highest price of
               the asset. If necessary, the liquidation committee shall put
               the asset, either wholly or partly, up for auction sale in
               China. Any Party to the Joint Venture Company, either
               individually or associated with another third party, can make
               a bid offer in the auction sale. The proceeds from liquidation
               of assets will be used to pay off the liabilities of the Joint
               Venture Company, including liquidation expense, employees
               salaries, labor insurance, tax liability, bank loans,
               debentures and other corporate debts. The residual amount will
               be repaid to all Parties in accordance with their respective
               capital contribution ratios.

CHAPTER 18 :  INSURANCE

Clause 60      The Joint Venture Company can purchase different kinds of
               insurance coverage from local and overseas insurance companies.
               The Board of Directors shall discuss and determine the types
               of insurance to be obtained, the amount insured and the period
               covered by such insurance policies.


CHAPTER 19 :  AMENDMENT, RECTIFICATION AND TERMINATION OF THE AGREEMENT

Clause 61      In respect of any amendments to this Agreement or its
               supplementary agreements, Party A, Party B and Party C
               shall all sign on the written agreement. All the amendments will
               be validated only with the approvals from relevant
               governmental authorities.

               If the terms of this Agreement cannot be carried out due to
               force majeure or if the business of the Joint Venture Company
               cannot be continued due to occurrence of substantial loss, the
               Board of Directors can unanimously resolve to cease the
               operations of the Joint Venture Company and terminate this
               Agreement. Approval for such termination shall be obtained from
               relevant governmental authorities.

Clause 62      If any Party violates the regulations specified in this
               Agreement or the Articles of Association, or any Party does
               not fulfill the responsibilities as stipulated in


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               this Agreement or the Articles of Association of the Joint
               Venture Company, and consequentially causes the Joint
               Venture Company to be unable to attain its business objective,
               such Party is regarded as breaching the Agreement.
               Besides seeking remedies and compensation, the other
               Parties can obtain approvals from the relevant governmental
               authorities to terminate this Agreement. If all the Joint
               Venture Parties ultimately consent to continue the
               business, the Party who has breached the Agreement shall
               provide remedies and compensation to the other Parties for
               their economic losses.

CHAPTER 20 :  RESPONSIBILITIES OF VIOLATION OF AGREEMENT

Clause 63      All the three Joint Venture Parties must contribute their
               portions of capital in accordance with the time schedules as
               specified in this Agreement. Any Party who fails to contribute
               its portion of capital will constitute a breach of this
               Agreement.

               If any Party violates the Agreement and consequentially causes
               this Agreement to not be executed, that Party needs to
               compensate the other Parties for their losses. If all Parties
               violate the Agreement, each Party has the responsibility to
               bear the loss caused by the violation.


CHAPTER 21 :  FORCE MAJEURE

Clause 64      When one Party to the Joint Venture Company encounters
               earthquake, typhoon, flooding, war, embargo, diplomatic
               cessation, chaos, nationalization, or other unpredictable and
               unavoidable events, which consequentially causes the Party to
               be unable to execute and accomplish its obligations under this
               Agreement, that Party must inform the other Parties
               immediately through telex. Within 15 days, such Party must
               also furnish the evidence and information about the details of
               the force majeure to the other Parties, together with the
               reasons for the inability to entirely or partially fulfill or
               accomplish the Agreement or request an extension of the
               period to fulfill the obligation under this Agreement. All
               Parties will then discuss and negotiate the magnitude of such
               unpreventable events, and determine whether the Agreement
               shall be invalidated in part or as a whole, or to agree to an
               extension of this Agreement. All Parties and the Joint Venture
               Company cannot claim compensation for any losses caused by
               force majeure.

CHAPTER 22 :  APPLICABLE LEGISLATION

Clause 65      The conclusion, efficacy, interpretation, execution and
               resolution for dispute of this Agreement is governed by the
               PRC laws.

Clause 66      During the Joint Venture Period, when the prevailing laws
               and regulations at the place where any of the Parties resides
               have been amended or new laws and regulations have been
               enacted, and such alteration will cause a substantial adverse
               effect on the economic benefit of any Parties, all Parties
               shall


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               immediately discuss and negotiate with each other in order to
               decide on any necessary adjustment or amendment so as to
               minimize any potential loss.

Clause 67      In accordance with Rule 40 of the PRC foreign-related economic
               contract laws, if the existing laws and regulations in China
               have been modified or new laws and regulations have been
               enacted, and such alteration will cause a substantial or
               adverse effect, either directly or indirectly, to the economic
               benefit of the Parties or any one party, the Agreement should
               continue to be effectively implemented under the original
               terms and laws, as far as it is allowed by laws and not
               hurting any Parties' interest. If the laws do not permit, all
               Parties must discuss together in order to minimize the
               potential loss to the affected Parties through amendments on
               the existing Agreement and Articles of Association.


CHAPTER 23 :  THE RESOLUTION OF DISPUTES

Clause 68      When there is a dispute arising from the execution of this
               Agreement or related to this Agreement, all Parties should
               communicate with the other Parties to clarify and resolve the
               dispute in a friendly manner. If all Parties fail to reach a
               resolution, the dispute can be forwarded to the Beijing office
               of the China International Economic & Trade Arbitration
               Committee and be arbitrated in accordance with the committee's
               rules and regulations. The judgements obtained from that
               arbitration committee will be final and have restrictions to
               all Parties.

Clause 69      During the arbitration process, except for those parts
               involving in the dispute, the rest of this Agreement is still
               valid and executable.

CHAPTER 24 :  LANGUAGE

Clause 70      This Agreement is written in Chinese with twelve original
               copies. Each Party shall keep two copies. Other copies will be
               filed with relevant governmental authorities.

Clause 71      This Agreement and its supplement must be approved by the
               International Trade & Economic Department of the PRC or any
               organization designated by that department, and will be
               effective upon the date of approval.

Clause 72      When all Parties use telex or fax to circulate notices, and
               when the contents of such notices involve the rights and
               responsibilities of all Parties, these notices shall also be
               served in written by mail. The correspondence addresses of all
               Parties as specified in this Agreement are also the mailing
               addresses of these Parties. The correspondence addresses or
               legal addresses of all Parties, or notices of changes in
               correspondence addresses or legal addresses of all Parties
               will be regarded as their mailing addresses.

Clause 73      When any clauses contained in this Agreement are judged by
               court or other arbitration institutes to be illegal, other
               clauses contained in this Agreement


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               are still considered to be lawful. All Parties and the
               Joint Venture Company must continue to execute other
               clauses in this Agreement.

Clause 74      This Agreement was signed by the representatives from Party
               A, Party B and Party C on 18th October, 1999 in Juetai City,
               Jilin Province, China.







Party A  :        Jilin Province Juetai Brewery

Representative :  Mr. Sun Chang Yuan /s/



Party B  :        March International Group Limited

Representative :  Mr. Li Zhao /s/



Party C  :        Jilin Province Chuang Xiang Zhi Yie Ltd.

Representative :  Mr. Li Wei /s/