EXHIBIT 10.128

      AMENDMENT, MODIFICATION AND RATIFICATION OF ASSET PURCHASE AGREEMENT
       WITH SILVER FAITH DEVELOPMENT LIMITED AND BEIJING GRAND CANAL REAL
                          ESTATE DEVELOPMENT CO., LTD.

                    AMENDMENT, MODIFICATION AND RATIFICATION
                           OF ASSET PURCHASE AGREEMENT



         This  Amendment,   Modification  and  Ratification  of  Asset  Purchase
Agreement  (the  "Agreement")  is  entered  into  this  day of  September  1996,
effective  the  28th  day  of  September  1995,  by  and  between  Silver  Faith
Development  Ltd., a corporation  organized under the laws of Hong Kong ("Silver
Faith"),  Nona Morelli's II Inc., a corporation  organized under the laws of the
United  States,  state of Colorado  ("Nona") and Beijing Grand Canal Real Estate
Development  Co.,  Ltd.,  a joint  venture  enterprise  approved  by the Beijing
Municipal Foreign Trade Bureau, approval number (1993) 049, ("CJV")

         WHEREAS  all  parties  hereto  desire to amend,  modify  and ratify the
transaction  contemplated  by that certain Asset Purchase  Agreement (the "Asset
Purchase  Agreement") dated September 25, 1595 executed by Silver Faith and Nona
in order to allow for a subsequent  sale of the Property  described in the Asset
Purchase Agreement (the "Property").

         NOW  THEREFORE,  for and in  consideration  of Ten Dollars  (USD10) and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  the parties hereto do hereby amend, modify and ratify the
Asset Purchase  Agreement  based upon the following  promises,  representations,
warranties and covenants.

          1.  As the  Property  is  located  in  Beijing,  the  purchase,  sale,
assignment or transfer of the Property is and shall only be governed by the laws
of the Peoples Republic of China (PRC).

          2. CJV is the sole  developer  and owner of the  Property  and has the
legal right to develop, own and sell the Property under PRC law.

          3. Silver Faith is, and at all times  subsequent to September 28, 1995
was, the Managing Equity Partner of CJV.

          4. The intent of Silver Faith and Nona in entering the Asset  Purchase
Agreement was to grant, transfer and convey all of the right, title and interest
of CJV and/or Silver Faith in and to the Property  through a pre-sale  contract,
as that  concept  applies to the sale and purchase  transaction  on the property
under  construction,  under PRC law. CJV  approves,  ratifies,  and confirms all
actions heretofore taken in furtherance of that intent.

          5. CJV and/or Silver Faith shall, at its own cost and effort, take any
and all necessary actions to comply with any national,  state or local PRC laws,
including  but not limited to (1) a local  regulation  of Beijing on real estate
property  sales that  requires use of the standard  form  contract  prepared and
printed by the Beijing  Municipal  Housing and Land  Administration  Bureau (the
"Bureau"),  (2) pre-sale transaction  registration at the Market  Administration
Department or the Bureau (the "Department"), and (3) the property title transfer
formalities  at the  Department,  in order to fully vest in Nona, its successors
and assigns all of the right,  title and interest of CJV and/or  Silver Faith in
and to the Property.

                                                           [NM\AGR:PEONYAMD.PUR]

                                        1

<PAGE>



          6. CJV bargains,  sells, grants,  transfers and conveys unto Nona, its
successors  and assigns  all of CJV's  right,  title and  interest in and to the
Property.

          7. Silver Faith bargains,  sells,  grants,  transfers and conveys unto
Nona, its successors and assigns all of Silver Faith's right, title and interest
in and to the Property and under the CJV.

          8. CJV and Silver Faith agree to hold harmless  Nona,  its  successors
and  assigns,  from any  liability or loss  resulting  from the  performance  or
non-performance  by CJV or Silver Faith of the duties and obligations  under the
agreement of CJV, including but not limited to the completion of construction on
the Property.

          9. CJV and Silver  Faith  irrevocably  appoint  Nona as CJV and Silver
Faith's  true  and  lawful  attorney,   with  full  power  of  substitution  and
revocation, in CJV and Silver Faith's name, or otherwise, but at Nona's own cost
and expense,  to demand and receive the real,  personal or  leasehold  interests
due, or to become due  attributable  to the Asset  Purchase  Agreement  and this
Amendment,  and to sue, and to commence any lawful  action,  suit and proceeding
for the  enforcement of such interest,  and to acknowledge  satisfaction,  or to
discharge  same as fully as CJV or Silver Faith might,  or could do if the Asset
Purchase Agreement and this Amendment had not been made.

          10. CJV, Silver Faith and Nona have the power and authority to execute
this Amendment under and as required by applicable law.

                     [rest of page intentionally left blank]

                                                           [NM\AGR:PEONYAMD.PUR]

                                        2

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed, effective the 18th of September 1995.


                                        CJV
                                        Beijing Grand Canal Real Estate
                                        Development Co., Ltd., a joint venture
                                        enterprise organized under the laws of
                                        the Peoples Republic of China
                                        By: Silver Faith Development Ltd.
                                        Its: Managing Equity Partner



                                        By:  /s/  Cheng Tai Chee
                                           ------------------------------------
                                            Name: Cheng Tai Chee
                                            Title:Director

                                        Silver Faith
                                        Silver Faith Development Ltd., a
                                        corporation organized under the laws
                                        of Hong Kong



                                        By:  /s/  Silver Faith Development Ltd.
                                           -----------------------------------



                                        Nona
                                        Nona    Morelli's    II   Inc.,    a
                                        corporation organized under the laws
                                        of  the  United  States,   state  of
                                        Colorado



                                        By:  /s/  Fred G. Luke
                                           -----------------------------------
                                           Name:  Fred G. Luke  
                                           Title: Chief Executive Officer

                                                           [NM\AGR:PEONYAMD.PUR]

                                        3