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                                                                EXHIBIT 10 (xxx)

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                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                SHANDONG CHENGSHAN TIRE COMPANY LIMITED BY SHARES

                                       AND

                COOPER CHENGSHAN (SHANDONG) TIRE COMPANY LIMITED

                                       AND

                         CHENGSHAN GROUP COMPANY LIMITED

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
ARTICLE 1      DEFINITIONS AND INTERPRETATIONS........................    2

ARTICLE 2      SALE AND PURCHASE OF PURCHASED ASSETS...................   2

ARTICLE 3      PURCHASE PRICE..........................................   5

ARTICLE 4      ASSIGNMENT OF CONTRACTS AND RIGHTS......................   5

ARTICLE 5      CONDITIONS.............................................    6

ARTICLE 6      ACTION PENDING CLOSING.................................    8

ARTICLE 7      CLOSING...............................................    11

ARTICLE 8      NOTICE OF SALE OF THE PURCHASED ASSETS................    13

ARTICLE 9      WARRANTIES.............................................   13

ARTICLE 10     INDEMNIFICATION.......................................    26

ARTICLE 11     GUARANTEE AND INDEMNITY BY GUARANTOR..................    28

ARTICLE 12     FORCE MAJEURE.........................................    29

ARTICLE 13     CONFIDENTIALITY.......................................    29

ARTICLE 14     GOVERNING LAW.........................................    30

ARTICLE 15     DISPUTE RESOLUTION....................................    30

ARTICLE 16     MISCELLANEOUS PROVISIONS..............................    31

SCHEDULE 1     DEFINITIONS AND INTERPRETATION........................    34
</TABLE>

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This ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into in the
People's Republic of China ("CHINA" or "PRC") on this 27th day of October, 2005,
in accordance with the PRC Tentative Regulations Regarding Merger with and
Acquisition of Domestic Enterprises by Foreign Investors (the "M&A REGULATIONS")
and other applicable PRC laws and regulations, pursuant to the principles of
equality and mutual benefit, by and among:

SELLER:      SHANDONG CHENGSHAN TIRE COMPANY LIMITED BY SHARES, a company
             limited by shares registered and incorporated under the laws of
             the PRC, with itsregistered address at No. 98, Nanshan Road North,
             Rongcheng City, Shandong Province, PRC;

PURCHASER:   COOPER CHENGSHAN (SHANDONG) TIRE COMPANY LIMITED, a Sino-foreign
             limited liability company registered and incorporated under the
             laws of the PRC, with its registered address at No. 98, Nanshan
             Road North, Rongcheng City,Shandong Province, PRC; and

GUARANTOR:   CHENGSHAN GROUP COMPANY LIMITED, a limited liability company
             registered and incorporated under the laws of the PRC, with its
             registered address at No. 98, Nanshan Road North, Rongcheng City,
             Shandong Province, PRC.

(Each of Seller, Purchaser and Guarantor is hereinafter individually referred to
as a "PARTY" and collectively as the "PARTIES".)

RECITALS:

(A)   Seller is the lawful owner of the Purchased Assets as set out in this
      Agreement and lawful party to the Contracts in connection with the TTR
      Business of Seller.

(B)   In accordance with a Sino-foreign equity joint venture contract executed
      on the date as of October 27, 2005 among the Seller and Cooper Tire
      Investment Holding (Barbados) Ltd. and Joy Thrive Investments Limited ("JV
      CONTRACT"), Seller has agreed to contribute the Owned Properties as set
      out in this Agreement to the Purchaser as its capital contribution, in
      exchange for a thirty five percent (35%) equity interest in the Purchaser.

(C)   In accordance with the JV Contract, the Seller agrees to sell the
      Purchased Assets (other than the Owned Properties contributed to the
      Purchaser in accordance with the JV Contract) to the Purchaser upon the
      duly establishment of the Purchaser.

(D)   In accordance with the terms and conditions of this Agreement, the
      Purchaser wishes to purchase and the Seller wishes to sell and transfer
      the Purchased Assets and Contracts, with the Purchaser's assumption of the
      Assumed Liabilities as at the Closing Date as specified herein, so as to
      accomplish the goal of transferring the TTR Business of Seller to
      Purchaser for continuous operation (hereinafter "TRANSACTION").

(E)   The Guarantor, which owns 73.76% equity interests of the Seller, agrees to
      provide a joint and several guarantee for all of the obligations of the
      Seller under this Agreement.

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THE PARTIES HEREBY AGREE AS FOLLOWS:

                    ARTICLE 1 DEFINITIONS AND INTERPRETATIONS

1.1   Unless the terms or context of this Agreement provide otherwise,
      capitalized terms used herein without definition have the meanings
      assigned to them in Schedule 1 as attached to this Agreement.

1.2   In this Agreement, save where the context otherwise requires:

      1.2.1 words in the singular shall include the plural, and vice versa;

      1.2.2 a reference to a person shall include a reference to a firm, a body
            corporate, an unincorporated association or to a person's executors
            or administrators;

      1.2.3 a reference to an Article, sub-article, Schedule and Exhibit shall
            be a reference to an Article, sub-article, Schedule and Exhibit (as
            the case may be) of or to this Agreement;

      1.2.4 if a period of time is specified and commences from a given day or
            the day of an act or event, it shall be calculated inclusive of that
            day;

      1.2.5 references to writing shall include any modes of reproducing words
            in a legible and non-transitory form;

      1.2.6 a reference to a balance sheet or profit and loss account shall
            include a reference to any note forming part of it;

      1.2.7 the obligations and liabilities of the Seller and Guarantor
            hereunder are the joint and severally obligations and liabilities of
            the Seller and Guarantor;

      1.2.8 references to this Agreement include this Agreement as amended or
            supplemented in accordance with its terms.

1.3   The designations adopted in the recitals and introductory statements
      preceding this Article apply throughout this Agreement and the Schedules.

                 ARTICLE 2 SALE AND PURCHASE OF PURCHASED ASSETS

2.1   The Purchaser, relying on the agreements, covenants, representations,
      warranties, undertakings and indemnities of the Seller herein, hereby
      agrees to purchase from the Seller and the Seller as legal and/or
      beneficial owner hereby agree to sell to the Purchaser on the Closing Date
      free and clear of all Encumbrances, assets, properties and rights related
      to the TTR Business of every kind and description, wherever located, real,
      personal or mixed, owned, held or used in the conduct of the TTR Business
      by Seller as the same shall exist at the Closing Date, including those
      assets of the TTR Business shown on the Management Accounts and not
      disposed of in the ordinary course of business (but excluding the Owned
      Properties) and those assets of the TTR Business thereafter acquired by
      the Seller (the "PURCHASED ASSETS"), and including, subject to the

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      limitations in Article 2.4, all rights, title, benefits and interests of
      the Seller in, to and under such of the foregoing as are more specifically
      described below:-

      2.1.1 all customer accounts of the Seller relating to the TTR Business,
            all customer mailing and prospect lists of the Seller relating to
            the TTR Business, and all of the Seller's rights to service the
            customer accounts of the TTR Business;

      2.1.2 all the Properties relating to the TTR Business together with all
            buildings, fixtures, and improvements erected thereon (except for
            those Owned Properties injected by the Seller as its capital
            contribution in accordance with the JV Contract);

      2.1.3 all vehicle, machinery, equipment, furniture and computer relating
            to the TTR Business (together with all the data stored therein);

      2.1.4 all claims, benefits, rights and entitlements under the Lease(s),
            Insurances and all contracts, contract rights, agreements, licenses,
            commitments, sales and purchase orders and other instruments
            (whether uncompleted or pending) relation to the TTR Business and
            the Purchased Assets, as wholly and fully disclosed to the Purchaser
            by the Seller (collectively, the "CONTRACTS") including all deposits
            or progress payments received prior to the Closing Date in respect
            of the same;

      2.1.5 accounts, notes, receivables and other amounts owing to the Seller
            by trade debtors in connection with the TTR Business in respect of
            goods or services supplied by the Seller (whether or not invoiced or
            which are only payable upon completion of the outstanding work/stage
            of work under the Contracts at Closing Date) and the benefit of all
            guarantees or other security in respect thereof (collectively the
            "ACCOUNTS RECEIVABLE");

      2.1.6 prepaid expenses and deposits in connection with the TTR Business,
            including, without limitation, ad valorem taxes, leases and rentals;

      2.1.7 Seller's rights, claims, credits, causes of action or rights of
            set-off against third parties relating to the TTR Business and the
            Purchased Assets, including, without limitation, unliquidated rights
            under manufacturers' and Seller' warranties;

      2.1.8 claims and rights (if any) under all franchises, transferable
            licenses, including, but not limited to, licenses, permits,
            consents, authorizations, certificates and approvals of any
            governmental agency or other governmental authorizations affecting,
            or relating in any way to, the TTR Business;

      2.1.9 all books, records, files and papers, whether in hard copy or
            computer format, including, without limitation, sales and
            promotional literature, manuals and data, sales and purchase
            correspondence, lists of present and former suppliers, lists of
            present and former customers, personnel and employment records, and
            any information relating to taxes imposed on the Purchased Assets;

      2.1.10 other properties and assets owned by the Seller and used in
            connection with the TTR Business at the Closing Date (wherever
            located).

2.2 Required Consent

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      2.2.1 Where the Seller is unable to transfer to the Purchaser a Contract
            on the Closing Date because consent from the relevant party to the
            Contract (other than the Seller) for such transfer has not been
            obtained on or before that date, without prejudice to Article 4.4
            the Seller shall use its best endeavors to obtain such consent and
            transfer the full benefit and legal right under such Contract to the
            Purchaser within 90 days from the Closing Date.

      2.2.2 The Purchaser shall use its best endeavors to assist the Seller in
            obtaining the consent for the purpose of Article 2.2.1. Without
            prejudice to Article 4, the Purchaser may at its absolute discretion
            waive any of the requirements under Article 2.2.1.

2.3 Assumption of Liabilities

      2.3.1 Without prejudice to the provisions in Article 2.3.2, the Purchaser
            shall assume the transferable liabilities incurred by the Seller in
            connection with the TTR Business and identified by the Purchaser and
            stated on the balance sheet of the Seller dated as of the Closing
            Date (the "ASSUMED LIABILITIES").

      2.3.2 Except as otherwise contained in Article 2.3.1 above or as otherwise
            agreed by the Parties in writing, the Seller shall remain liable for
            and the Purchaser shall not assume any other liabilities incurred by
            the Seller in connection with the TTR Business or the Purchased
            Assets and any other claims arising from the operation of the TTR
            Business prior to the Closing Date. The Seller shall promptly pay
            and discharge in full all liabilities and claims referred to in this
            Article 2.3.2, which may adversely impact the normal operation of
            the Purchaser, to the extent practicable and as soon as practicable
            after the Closing Date in all other cases, but in no event later
            than sixty (60) days from the Closing Date.

2.4      Limitations

      2.4.1 Those Owned Properties injected by the Seller as its capital
            contribution in accordance with the JV Contract shall be excluded
            from the Purchased Assets.

      2.4.2 On or after the Closing Date, Seller will retain the ownership of
            certain inventories sufficient to liquidate the duty and value-added
            tax (VAT) exempt importations of raw materials that shall be owned
            by Seller as of the Closing Date.

      2.4.3 On or after the Closing Date, Seller shall retain the ownership of
            the working capital assets and liabilities (the "NET WORKING
            CAPITAL") to the extent that the net of the retained assets less the
            retained liabilities (including those specified in Article 2.4.2
            above) will not exceed the net change in Net Working Capital between
            December 31, 2004 and the Closing Date.

      2.4.4 The net of the Purchased Assets less the Assumed Liabilities shall
            not result in the amount of the Purchaser's assumption of debt that
            will cause the excess of the permitted total investment of the
            Purchaser stated in the JV Contract.

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                            ARTICLE 3 PURCHASE PRICE

3.1   As consideration for the purchase of the Purchased Assets, in reliance
      upon the representations and warranties, covenants, agreements and
      undertakings of the Seller made herein, and subject to the terms and
      conditions of this Agreement, the Purchaser shall pay to the Seller, the
      sum equivalent to the excess of the Purchased Assets over the Assumed
      Liabilities in United States Dollars (the "PURCHASE PRICE") (determined by
      reference to the appraisal value of the Purchased Assets) within three (3)
      months of the issuance of the Business License of the Purchaser.

3.2   If any liabilities, save to extent the Assumed Liabilities in Article 3.1,
      cannot be transferred to the Purchaser due to any reason arising out of
      legal proceedings or approval procedures, the Purchased Assets described
      in Article 3.1 shall be reduced proportionately.

3.3   Without prejudice to any other remedies available to the Purchaser, in the
      event that the Seller is in material breach of this Agreement or the JV
      Contract ("DEFAULT") before the full amount of the Purchase Price has been
      paid under this Article 3, at the discretion and request of the Purchaser,
      the Seller shall forthwith cease to have any right to receive and the
      Purchaser shall cease to have any further obligation to pay any remaining
      balance of the Purchase Price to the Seller, and the Seller shall refund
      the amount of the Purchase Price, which has been paid by the Purchaser
      immediately preceding the occurrence of the Default, to the Purchaser
      within five (5) days from demand by the Purchaser.

3.4   If the Purchaser fails to pay the Purchase Price within the period set
      forth in Article 3.1 (the amount due and owing is referred to as the
      "DEFAULT PAYMENT"), the Purchaser shall pay to the Seller a default
      penalty of 0.05% per day based on the Default Payment from the first day
      of the default until the day on which the Default Payment is fulfilled in
      full by the Purchaser.

                  ARTICLE 4 ASSIGNMENT OF CONTRACTS AND RIGHTS

4.1   Seller agrees to assign or cause to be assigned to the Purchaser as of the
      Closing Date, all of the rights of the Seller under the Contracts that are
      assignable without license, consent, agreement, approval or waiver of any
      third party or as to which consent has been obtained and, without
      prejudice to Article 4.6, the Purchaser shall assume all obligations of
      the Seller thereunder which will arise after the Closing Date.

4.2   This Agreement shall not constitute an agreement to assign any Purchased
      Asset, Contract, or any claim, right or any benefit arising thereunder or
      resulting therefrom if an attempted assignment thereof, without license,
      consent, agreement, approval or waiver of a third party, would constitute
      a breach or other contravention thereof or in any way adversely affect the
      rights of the Purchaser thereunder and such consent cannot be obtained by
      the Seller.

4.3   If any licenses, consents, agreements, approvals or waivers from third
      parties are required for the transfer, assignment or novation to or in
      favour of the Purchaser of any Contracts under this Agreement, the Seller
      shall use its best efforts (but without requiring any payment of money by
      the Purchaser) to obtain such licenses, consents, agreements,

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      approvals or waivers from the other parties or claim any right or any
      benefit arising thereunder for the assignment thereof to the Purchaser as
      the Purchaser may request.

4.4   If such license, consent, agreement, approval or waiver is not obtained,
      or if an attempted assignment thereof would be ineffective or would
      adversely affect the rights of the Seller thereunder so that Purchaser
      would not in fact receive or otherwise be entitled to the full benefit of
      all such rights, the Seller (i) shall enter into such arrangement with the
      Purchaser at the Purchaser's direction under which the Purchaser will
      obtain the benefits and assume the obligations thereunder in accordance
      with this Agreement, or under which the Seller would exercise for the
      benefit of the Purchaser, with the Purchaser assuming Seller's
      obligations, any and all rights of the Seller against a third party
      thereto in accordance with the applicable PRC laws and regulations. The
      Seller shall promptly pay to the Purchaser when received all monies
      received by the Seller under any Purchased Asset, Contracts, or any claim,
      right or any benefit arising thereunder; or (ii) shall exercise or cause
      to be exercised, at the Purchaser's direction, any rights of the Seller
      arising from such Contracts against the other party(ies) thereto,
      including the right to elect to terminate any such Contracts in accordance
      with the terms thereunder upon the request of the Purchaser.

4.5   The foregoing provisions do not affect Purchaser's rights and remedies
      against the Seller in respect of a Contract which has been warranted to be
      assignable, or may be performed by Purchaser instead of the Seller without
      any novation or transfer agreement.

4.6   Except as otherwise expressly contained herein, nothing in this Agreement:

      4.6.1 shall require the Purchaser to perform any obligation falling due
            for performance or which should have been performed before the
            Closing Date;

      4.6.2 shall make the Purchaser liable for any act, neglect, default or
            omission in respect of any Contracts or for any claim, expense, loss
            or damage arising from any failure to obtain the consent or
            agreement of any third party to the entry into of this Agreement or
            from any breach of any of the Contracts caused by this Agreement or
            its Closing; or

      4.6.3 shall impose any obligation on the Purchaser for or in respect of
            any goods supplied by the Seller or any service performed by the
            Seller.

4.7   The Seller shall indemnify the Purchaser against all actions, proceedings,
      costs, damages, claims and demands in respect of:

      4.7.1 any act or omission on the part of the Seller in relation to the
            Contracts; or

      4.7.2 any alleged fault, defect or error of any kind arising from goods
            supplied, services provided by the Seller or otherwise arising from
            the operation of the TTR Business prior to the Closing Date.

                              ARTICLE 5 CONDITIONS

5.1   Conditions Precedent

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      Closing is conditional upon satisfaction of the following conditions prior
      to the Closing Date:

      5.1.1 Seller's completion of the capital contribution in accordance with
            the JV Contract, with the contribution having been verified by a PRC
            registered accountant;

      5.1.2 the completion of satisfactory (in Purchaser' sole and discretionary
            judgment) legal, commercial, human resources, taxation and financial
            due diligence on the Seller;

      5.1.3 the completion of any formal internal corporate approvals as may be
            required by the Purchaser including approval by the board of
            directors of each of the Purchaser, Seller and Guarantor and
            approval by the shareholders assembly of Seller;

      5.1.4 Seller's publication of the notice and announcement of transfer
            relating to the sale of the Purchased Assets within not more than 10
            days from the date on which the Seller's board of directors and/or
            shareholders assembly have approved the sale of the Purchased Assets
            in compliance with the provisions of the M&A Regulations;

      5.1.5 any and all Claims notified to Seller or Purchaser pursuant to the
            notice published pursuant to the relevant assets transfer
            legislation applicable in China as set forth in Article 8 have been
            paid in full or otherwise settled to the satisfaction of the
            Purchaser. The Seller having confirmed to the Purchaser in writing
            that it has had no further Claims in writing notified to it in
            response to the notices served by it under the relevant assets
            transfer legislation applicable in China, other than those Claims
            which have been paid, compromised, defended or otherwise dealt with
            subject to the prior consent of, and to the satisfaction of the
            Purchaser;

      5.1.6 the parties to the Contracts (other than the Seller) having given
            their respective consents if required to the assignments or
            novations of the same in favour of the Purchaser;

      5.1.7 the Seller have certified in writing:

            (i)   there having occurred no Material Adverse Change in the period
                  between the date of this Agreement and Closing;

            (ii)  nothing having occurred or been omitted which is, or had it
                  occurred or been omitted on or before the date of this
                  Agreement would have constituted, a breach of the Warranties;

            (iii) no order or judgment of any court or governmental, statutory
                  or regulatory body having been issued or made prior to
                  Closing, which has the effect of making unlawful or otherwise
                  prohibiting the purchase of the Purchased Assets by the
                  Purchaser;

            (iv)  the Seller having performed or complied with, in all material
                  respects, all covenants, obligations and agreements
                  contemplated by this Agreement

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                  to be performed or complied with by it at or prior to Closing,
                  including without limitations those set forth in Article 5.

      5.1.8 any and all approvals, consents, registrations and permissions
            necessary for or to the best benefit of the Transaction contemplated
            hereby having been duly obtained from the appropriate government
            authorities, including, without limitation, approval of this
            Agreement, approval of the employment settlement plan of Seller, and
            approval of the transfer of "bonded" equipment from Seller to
            Purchaser.

      5.1.9 all corporate and other proceedings and actions taken in connection
            with the Transaction contemplated hereby and all certificates,
            opinions, agreements, instruments, release and documents referenced
            herein, or incident to the Transaction contemplated hereby, being in
            form and substance satisfactory to Purchaser.

5.2   Responsibility for Satisfaction

      Without prejudice to the foregoing, it is agreed that all requests and
      enquiries from any government, governmental, trade agency, court or
      regulatory body shall be dealt with by the Seller and the Purchaser in
      consultation with each other and each of the Seller and the Purchaser
      shall promptly co-operate with and provide all necessary information and
      assistance reasonably required by such government, agency, court or body
      upon being requested to do so by the other.

5.3 Non-Satisfaction

      5.3.1 If any of the conditions in Article 5.1 is not satisfied or waived
            by the Purchaser within 6 months after the execution of the
            Agreement such other date as the Purchaser and Seller may agree or
            the Purchaser becomes aware of any fact that would prevent any of
            the conditions in Article 5.1 from being satisfied, the Purchaser
            may, in its sole discretion, by written notice to the Seller,
            terminate this Agreement and no Party shall have any claim against
            any other under it, save for any claim arising from any antecedent
            breach (including breach of any undertaking contained in Article
            5.1).

      5.3.2 In the event that the Purchaser shall terminate this Agreement in
            accordance with Article 5.3.1, and without limiting the Purchaser's
            right to claim all obligations of the Seller under this Agreement,
            the Purchaser shall, unless otherwise expressly stated, cease to
            enjoy and assume all rights and liabilities hereunder, but, for the
            avoidance of doubt, all rights and liabilities of the Parties which
            have accrued before termination shall continue to exist.

                        ARTICLE 6 ACTION PENDING CLOSING

6.1   Seller's General Obligations

      The Seller undertakes to procure that from the date of this Agreement
      until Closing:

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      6.1.1 the Seller will carry on TTR Business only in the ordinary and usual
            course and in the manner and scope carried on as at the date of this
            Agreement, save insofar as agreed in writing by the Purchaser;

      6.1.2 the Purchaser and its agents will, upon reasonable notice, be
            allowed access to the employees and premises of the Seller and shall
            also be allowed access to, and to take copies of, the books and
            records of the Seller, the TTR Business and the Purchased Assets
            including, without limitation, the statutory books, minute books,
            leases, licences, contracts, details of receivables, tax records,
            supplier lists and customer lists in the possession or control of
            the Seller;

      6.1.3 such representatives and advisers as the Purchaser requests may be
            designated to work with the Seller with regard to the management and
            operations of the TTR Business. The Seller will consult with such
            representatives and advisers with respect to any action which may
            materially affect the TTR Business of the Seller taken as a whole.
            The Seller will furnish to such representatives and advisers such
            information as it may reasonably request for this purpose;

      6.1.4 the Seller shall take all reasonable steps to preserve its property
            and assets in relation to the TTR Business (including the Purchased
            Assets) and, shall notify the relevant insurance companies of the
            interest of the Purchaser in the Insurances and shall procure that
            with effect from the Closing Date the interest of the Purchaser
            therein is noted on the relevant Insurance policies;

      6.1.5 the Seller shall promptly provide to the Purchaser monthly
            Management Accounts in the usual form.

6.2   Restrictions on the Seller

      Without prejudice to the generality of Article 6.1, the Seller shall not
      between the date of this Agreement and Closing (except as may be expressly
      provided in this Agreement) without the prior written consent of the
      Purchaser:

      6.2.1 enter into or amend any contract or commitment in relation to the
            TTR Business: (i) which is not capable of being terminated without
            compensation at any time with one months' notice or less; or (ii)
            which is not in the ordinary and usual course of business and on
            arms' length terms or (iii) which involves or may involve total
            revenue or total expenditure in excess of US$500,000 (excluding
            purchase contracts for raw materials);

      6.2.2 incur any indebtedness in relation to the TTR Business otherwise
            than in the ordinary and usual course of business;

      6.2.3 save as required by law, make any amendment to the terms and
            conditions of employment (including, without limitation,
            remuneration, pension entitlements and other benefits) of any
            employee or consultants engaged in the TTR Business, provide or
            agree to provide any gratuitous payment or benefit to any such
            person or any of their dependants, or dismiss or terminate (except
            with good cause) the engagement of any such person or engage or
            appoint any additional employee in relation to the TTR Business;

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      6.2.4 acquire or agree to acquire or sell, transfer, lease, assign or
            dispose of or agree to sell, transfer, lease, assign or dispose of
            any material asset or material stocks or enter into or amend any
            material contract or arrangement in relation to the TTR Business;

      6.2.5 sell, convey, lease, assign or otherwise transfer or dispose of any
            interest in any debts or factor any notes or amounts receivable in
            relation to the TTR Business;

      6.2.6 delay making payment to any trade creditors of the TTR Business
            generally beyond the date on which payment of the relevant trade
            debt should be paid in accordance with credit periods authorised by
            the relevant creditors (or (if different) the period extended prior
            to the date of this Agreement by creditors in which to make
            payment);

      6.2.7 amend, to any material extent, any of the terms on which goods,
            facilities or services in relation to the TTR Business are supplied,
            such supplies being material in the context of the TTR Business,
            except where required to do so in order to comply with any
            applicable legal or regulatory requirement;

      6.2.8 enter into any guarantee, indemnity or other agreement to secure any
            obligation of a third party or create or agree to create any
            Encumbrance over any of its assets or undertaking in relation to the
            TTR Business (including the Purchased Assets);

      6.2.9 amend or discontinue any insurance contract in relation to the TTR
            Business or the Purchased Assets, fail to notify any insurance claim
            in accordance with the provisions of the relevant policy or settle
            any such claim below the amount claimed;

      6.2.10 acquire or agree to acquire any share, shares or other interest in
            any company, partnership or other venture or incorporate any
            subsidiary in relation to the TTR Business;

      6.2.11 make any change to its accounting practices or policies or
             accounting reference date or amend its articles of association (or
             equivalent constitutional documents);

      6.2.12 make any substantial change in the nature or organisation of its
             TTR Business;

      6.2.13 discontinue or cease to operate all or a material part of the TTR
             Business or resolve to be wound up;

      6.2.14 change its residence for Taxation purposes;

      6.2.15 commence, compromise or discontinue any legal or arbitration
             proceedings in relation to the TTR Business (other than in respect
             of the collection of debts which are not material in the context of
             the TTR Business in the ordinary and usual course of business); or

      6.2.16 acquire or agree to acquire or dispose of or agree to dispose of
             any land use rights or leasehold interest in land in relation to
             the TTR Business.

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6.3   Covenant to Pay

      The Seller covenant to pay to the Purchaser an amount equal to the Losses
      suffered or incurred by the Purchaser or, subject to Closing, through the
      Seller's failure or delay in complying with the provisions of Articles 6.1
      and 6.2.

6.4   Exercise of Purchaser's Rights

      It is hereby acknowledged (for the avoidance of doubt) that none of the
      provisions of this Article 6 or the exercise or failure to exercise by the
      Purchaser of its rights thereunder, shall give rise to any liability on
      the part of the Purchaser or any of its employees, consultants or
      representatives or any person connected with it.

                                ARTICLE 7 CLOSING

7.1   Closing shall take place at the offices of the Seller or such other place
      as the Purchase and Seller may agree, on the Closing Date.

7.2   On the Closing Date:

      7.2.1 the Seller shall deliver or cause to be delivered to the Purchaser:

            (i)   such conveyances, assurances, transfers, assignments,
                  releases, novation agreements, consents and other documents
                  duly executed by the relevant parties as the Purchaser may
                  require to vest in the Purchaser the full benefit of and legal
                  title to the Purchased Assets and all other rights and assets
                  hereby agreed to be sold and the full benefit of this
                  Agreement and all liabilities and debts agreed to be assumed
                  including without limitation;

                  (a)   duly executed assignments in the Agreed Form of the
                        Accounts Receivable;

                  (b)   duly executed assignments or novation agreements in the
                        Agreed Form of the Contracts;

                  (c)   duly executed assignments in the Agreed Form of the
                        Accounts Payable;

                  (d)   duly executed assignments or novation agreements in the
                        Agreed Form of the Borrowings;

                  (e)   in respect of each of the motor vehicles used in the TTR
                        Business owned by the Seller (if any), the prescribed
                        notice and the vehicle registration documents (and shall
                        deliver or procure delivery of a duplicate of the
                        prescribed notice to the relevant transportation
                        authorities in China as soon as possible after Closing);

            (ii)  the title deeds and documents relating to the Leased
                  Properties and Owned Properties occupied or owned by the
                  Seller (all re-registered in the name of the Purchaser);

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<PAGE>

            (iii) all subsisting contracts, license and permits in connection
                  with the TTR Business and all books, papers, records and other
                  documents (including financial records) relating to the TTR
                  Business and Purchased Assets and all lists of customers and
                  suppliers and other information or documents in relation to
                  the TTR Business as the Purchaser may require;

            (iv)  all the designs and drawings, plans, technical and sales
                  publications, advertising material, brochures, catalogues and
                  other technical and sales matter of the Seller in relation to
                  the TTR Business together with any plates, blocks, negatives
                  and other like material relating thereto as the Purchaser may
                  require;

            (v)   any other documents of title relating to any of the other
                  Purchased Assets as the Purchaser may require;

            (vi)  such other documents as may be required to give to the
                  Purchaser good title to the Purchased Assets and to enable the
                  Purchaser or its nominees to become the registered owner
                  thereof as the Purchaser may require; and

            (vii) certificate in writing duly executed by the Seller pursuant to
                  Article 5.1.7 confirming the matters mentioned thereunder.

      7.2.2 the Seller shall permit the Purchaser to take possession of the TTR
            Business and Purchased Assets.

7.3   Upon Closing, the Seller shall deliver to the Purchaser a copy of the
      resolution of the shareholders assembly of the Seller approving and
      authorizing the transfer of the Purchased Assets hereunder and all the
      transactions contemplated hereby, and such resolution shall be in form and
      substance in accordance with the applicable laws and regulations.

7.4   Within three (3) months upon compliance by the Seller with the provisions
      of Articles 7.2.1 and 7.2.2 the Purchaser will pay the Purchase Price to
      the Seller in accordance with Article 3.

7.5   Without prejudice to any other remedies available to the Purchaser, if in
      any respect the provisions of Article 7.2 are not complied with on the
      Closing Date the Purchaser may:

      7.5.1 defer Closing to a date not more than thirty (30) days after the
            Closing Date (and so that the provisions of this Article 7.5 shall
            apply to Closing as so deferred); or

      7.5.2 proceed to Closing so far as practicable (without prejudice to its
            rights hereunder); or

      7.5.3 terminate this Agreement, and without limiting the Purchaser's right
            to claim all obligations of the Seller under this Agreement, the
            Purchaser shall, unless otherwise expressly stated, cease to enjoy
            and assume all rights and liabilities hereunder, but, for the
            avoidance of doubt, all rights and liabilities of the Parties which
            have accrued before termination shall continue to exist.

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<PAGE>

                ARTICLE 8 NOTICE OF SALE OF THE PURCHASED ASSETS

The Seller shall, within not more than 10 days from the date on which Seller's
board of directors and/or shareholders assembly have approved the sale of the
Purchased Assets pursuant to this Agreement, give notice to its creditors and
release public announcement of the sale of the Purchased Assets contemplated
under this Agreement in accordance with the provisions of the M&A Regulations
and the publication costs of such notifications shall be borne by the Seller.
The Purchaser and the Seller shall notify each other as soon as practicable in
the event of any Claim being received by any of them pursuant to such
notification. Any such notice given shall be without prejudice to the rights and
obligations of the Parties, as against each other, under this Agreement.

                              ARTICLE 9 WARRANTIES

The Seller warrants, represents and undertakes to the Purchaser as to the
matters set forth hereunder:

9.1   General Warranties

      9.1.1 The Accounts and Management Accounts:

            Except as otherwise disclosed to the Purchaser:

            (i)   have been prepared in accordance with Chinese GAAP;

            (ii)  are accurate and show a true and fair view of the affairs of
                  the Seller and the TTR Business as at the specified accounting
                  date and of its results for the accounting reference period
                  ended on that date, with the Management Accounts having been
                  properly prepared in a manner consistent with that adopted in
                  the preparation of the management accounts of the TTR Business
                  for all periods during the financial year ended on the
                  Accounts Date;

            (iii) comply with the requirements of all relevant statutes;

            (iv)  are prepared on consistent bases and policies of accounting;

            (v)   are not affected by any unusual or non-recurring items.

      9.1.2 Purchased Assets

            (i)   Title to Purchased Assets

                  Otherwise disclosed in writing:

                  the Purchased Assets included in the Accounts and Management
                  Accounts or acquired by the Seller since the Accounts Date
                  (other than trading stock disposed of since that date in the
                  ordinary course of business) and all other Purchased Assets
                  used or employed by the Seller

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<PAGE>

                  are the absolute property of the Seller free from any
                  mortgage, charge, lien, bill of sale or other encumbrance and
                  are not the subject of any leasing, hiring or hire-purchase
                  agreement or agreement for payment on deferred terms or
                  assignment or factoring or other similar agreement or any
                  interests of the third parties, and all such assets are in the
                  possession or under the control of the Seller.

            (ii)  Condition of plant machinery and equipment

                  the machinery, office equipment, computer systems and vehicles
                  used by the Seller in the TTR Business are in good repair,
                  regularly maintained and normally usable and comply with any
                  applicable legal requirement or restriction, and the vehicles
                  are duly licensed and suitable for the purposes for which they
                  are used.

            (iii) Control of records and information

                  all records and information belonging to the Seller (whether
                  or not held in written form) are in its exclusive possession,
                  under its direct control and subject to unrestricted access by
                  it.

      9.1.3 Borrowings

            (i)   in relation to the TTR Business and the Purchased Assets,
                  except as otherwise disclosed to the Purchaser in the manner
                  acceptable to the Purchaser, the Seller does not have
                  outstanding any obligation for the payment or repayment of
                  money, whether present or future, actual or contingent, in
                  respect of:

                  (a)   monies borrowed or raised;

                  (b)   any recourse to a company selling or discounting
                        receivables in respect of receivables sold or
                        discounted;

                  (c)   moneys raised under any bond, note, stock, or other
                        security;

                  (d)   moneys raised under or in respect of acceptance credit
                        and documentary credit facilities;

                  (e)   the acquisition cost of assets or services to the extent
                        payable after the time of acquisition or possession;

                  (f)   rental payments under chattel leases and hire purchase
                        agreement; or

                  (g)   any guarantee, indemnity or other assurance against or
                        arrangement intended to prevent or limit loss in respect
                        of any obligation for the payment or repayment of money
                        described in paragraphs (a) to (f) above (any such
                        obligation being referred to below as a "BORROWING").

                                       14
<PAGE>

                  (ii)  Except as otherwise disclosed to the Purchaser in the
                        manner acceptable to the Purchaser, the Seller does not
                        have subsisting over the whole or any part of its
                        present or future revenues or assets in relation to the
                        TTR Business any encumbrance, mortgage, charge, pledge,
                        lien or other security interest or any other agreement
                        or arrangement having a similar effect.

                  (iii) no Borrowing of the Seller has become or is now due and
                        payable, or capable of being declared due and payable,
                        before its normal or originally stated maturity and no
                        demand or other notice requiring the payment or
                        repayment of money before its normal or originally
                        stated maturity has been received by the Seller.

                  (iv)  no event or circumstance has occurred, or may occur with
                        the giving of notice or lapse of time determination of
                        materiality or satisfaction of any other condition, such
                        as to entitle any person to require the payment or
                        repayment of any Borrowing before its normal or
                        originally stated maturity or which is or shall be such
                        as to terminate, cancel or render incapable of exercise
                        any entitlement to draw money or otherwise exercise the
                        rights of the Seller under an agreement relating to
                        Borrowing.

      9.1.4 Environment

            Except as otherwise disclosed to the Purchaser:

            (i)   the Seller has complied with the applicable environmental law:

            (ii)  there are no circumstances in relation to the Seller or the
                  TTR Business which give rise or could give rise or have given
                  rise to any civil, criminal, administrative or other action,
                  claim, suit, complaint, proceeding, investigation,
                  decontamination, remediation or expenditure by any person or
                  competent authority under Environmental Law in relation to any
                  matter including properties now owned or formerly owned by the
                  Seller or used in the TTR Business;

            (iii) the Seller has obtained and there are in full force and effect
                  and the Seller has at all times complied with all Permits
                  necessary for the TTR Business, there are no circumstances
                  which could lead to the revocation, cancellation, suspension,
                  modification, variation or alteration of such Permits and
                  there are no circumstances which necessitate any works,
                  remediation or expenditure (other than routine maintenance) in
                  order to continue to comply with the Permits;

            (iv)  at no time has the Seller received from the governmental
                  environment authority any unresolved notice or intimation
                  alleging a breach of the terms of a Permit or alleging any
                  other breach of the applicable environmental law;

            (v)   all assessments reviews reports returns information and audits
                  required by the applicable environmental law or any Permit
                  have been properly carried out and submitted to the
                  appropriate authorities and their

                                       15
<PAGE>

                  recommendations and requirements implemented where required by
                  the applicable environmental law;

            (vi)  there are no circumstances which could require any further
                  Permits to be obtained in connection with the current TTR
                  Business of the Seller which require works, remediation or
                  additional expenditure to ensure compliance with such Permits.

      9.1.5 Commercial Arrangements and Conduct

            Except as otherwise disclosed to the Purchaser:

            (i)   Material contracts

                  In relation to the TTR Business and the Purchased Assets,
                  there is not outstanding:

                  (a)   any contract of guarantee, indemnity or suretyship or
                        any contract to secure any obligation of any person;

                  (b)   any joint venture, consortium or partnership agreement
                        or arrangement to which the Seller is a party;

                  (c)   any sale or purchase option or similar agreement or
                        arrangement affecting any assets owned or used by the
                        Seller or by which it is bound;

                  (d)   any liability, obligation or commitment of any kind
                        (other than those listed in (a) to (c) above) on the
                        part of the Seller (including a capital commitment)
                        which:

                        (1)   is incapable of complete performance within three
                              months from the date of Agreement; or

                        (2)   has not been incurred in the ordinary course of
                              business; or

                        (3)   is, or is likely to be, of major significance to
                              the Seller; or

                        (4)   exceeds, or is likely to exceed, in aggregate a
                              sum of US$500,000.

            (ii)  Effect of Agreement on other agreements

                  there is no agreement or arrangement in relation to the TTR
                  Business and the Purchased Assets between the Seller and any
                  other person which shall or may be terminated as a result of
                  this Agreement (or Closing) or which shall be affected by it
                  or which includes any provision with respect to a change in
                  the control, management or shareholders of the Seller.

            (iii) Commercial position

                                       16
<PAGE>

                  so far as the Seller is aware:

                  (a)   there is no substantial customer or supplier of the
                        Seller in relation to the TTR Business who has ceased
                        purchasing from or supplying to it or who is likely
                        after the date of this Agreement (or Closing) to reduce
                        substantially or terminate purchases from or supplies to
                        it;

                  (b)   there are no special circumstances which might lead to
                        the supply by the Seller or to it of any goods or
                        services, in relation to the TTR Business being
                        restricted or hindered.

            (iv)  Restrictive agreements and anti-competitive behaviour

                  so far as the Seller is aware:

                  (a)   the Seller does not infringe and has not infringed any
                        legislation applicable in any jurisdiction relating to
                        anti-competitive agreements or practices or behaviour or
                        any similar matter;

                  (b)   the Seller is not in relation to the TTR Business, bound
                        by or party to any order or decision made or
                        undertakings (binding or not) given to or any court or
                        tribunal of competent jurisdiction or any similar
                        authority in any jurisdiction, under or in any law,
                        regulation or administrative process relating to fair
                        competition anti-trust, monopolies, mergers or other
                        similar matters;

                  (c)   the Seller has not in relation to the TTR Business,
                        within the last two years been party to any merger or
                        other similar arrangement which was capable of review by
                        any anti-trust or similar authorities in any
                        jurisdiction.

            (v)   Notice of official action

                  the Seller is not aware of any process, notice or
                  communication, formal or informal, by or on behalf of any
                  authority of any country having jurisdiction in anti-trust
                  matters, in relation to any aspect of the TTR Business or the
                  conduct of the Seller or any agreement or arrangement to which
                  the Seller is or was, or is alleged to be or have been, a
                  party, and so far as the Seller is aware it is not likely to
                  receive any such process, notice or communication.

      9.1.6 Litigation, Defaults and Insurance

            Except as otherwise disclosed to the Purchaser:

            (i)   Legal proceedings

                  the Seller is not engaged or proposing to engage in any
                  litigation, arbitration, prosecution or other legal
                  proceedings, and there are no

                                       17
<PAGE>

                  claims or actions (whether criminal or civil) in progress,
                  outstanding, pending or threatened against the Seller, any of
                  its assets or any of its directors or officers or in respect
                  of which the Seller is liable to indemnify any party
                  concerned.

            (ii)  Unlawful acts by the Seller

                  so far as the Seller is aware:

                  neither the Seller nor any of its directors, officers or
                  employees has by any act or default committed, to the extent
                  adversely impacting the normal operation of the Purchaser:

                  (a)   any criminal or unlawful act in connection with the
                        business of the Seller, other than minor road traffic
                        offences;

                  (b)   any breach of trust in relation to the business or
                        affairs of the Seller;

                  (c)   any breach of contract or statutory duty or any tortious
                        act which could entitle any third party to terminate any
                        contract to which the Seller is a party or could lead to
                        a claim against the Seller for damages, compensation or
                        an injunction.

            (iii) Defaults by others

                  So far as the Seller is aware, no party with whom the Seller
                  has entered into any contract in relation to the TTR Business
                  or the Purchased Assets is in default under it, and there are
                  no circumstances likely to give rise to such a default.

            (iv)  Official investigations

                  so far as the Seller is aware, no governmental or official
                  investigation or inquiry concerning the Seller is in progress
                  or threatened and there are no circumstances which are likely
                  to give rise to any such investigation or inquiry.

            (v)   Adequacy of insurance

                  the Seller has, and since 2003 has had, valid insurance cover
                  in respect of the TTR Business and the Purchased Assets:

                  (a)   against all risks (including product liability for a
                        period of at least six months) normally insured against
                        by companies carrying on the same type of business or
                        having similar assets;

                  (b)   for the full replacement value of the Purchased Assets
                        and for such amount in respect of the TTR Business as
                        would in the circumstances be prudent for such a
                        business;

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<PAGE>

                  (c)   from a well-established and reputable insurer.

            (vi)  Policies

                  All policies of insurance taken out in connection with the TTR
                  Business or the Purchased Assets have been disclosed to the
                  Purchaser, are written in the name of the Seller and are in
                  full force and effect; and the Seller has not done or omitted
                  to do or allowed anyone to do or not to do anything which
                  might render any of those policies void or voidable and has
                  complied with all conditions attached to them.

            (vii) Claims

                  No claim under any policy of insurance taken out in connection
                  with the TTR Business or the Purchased Assets is outstanding
                  and, so far as the Seller is aware, there are no circumstances
                  likely to give rise to such a claim.

      9.1.7 Corporate Organisation and Business

            Except as otherwise disclosed to the Purchaser:

            (i)   Corporate Status

            The Seller (including any of its representative offices or branches)
            has been duly incorporated and constituted, and is legally
            subsisting under the laws of its respective place of incorporation.

            (ii)  Title to TTR Business and Purchased Assets

                  The Seller has a good and marketable title to, and is the
                  exclusive legal and beneficial owner of the TTR Business and
                  the Purchased Assets, and, therefore, has an absolute right to
                  sell and transfer the TTR Business and the Purchased Assets.
                  All the Purchased Assets will be sold to the Purchaser free
                  and clear of any Encumbrance together with all accrued
                  beneficial rights attached to them at the date of this
                  Agreement or subsequently becoming attached to them;

            (iii) Licences, permissions or consents

                  so far as the Seller is aware, all licences, permissions and
                  consents required for the carrying on of the TTR Business of
                  the Seller have been obtained by it and are in full force and
                  effect, and the Seller is not aware of any circumstances
                  indicating that any of those licences, permissions or consents
                  is likely to be revoked or not renewed in the ordinary course.

            (iv)  Existence of subsidiaries and other business

                  The Seller does not have, and has never had, any subsidiary.
                  Save for the TTR Business,the Seller has not carried on any
                  other TTR Business.

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<PAGE>

            (v)   No material change

                  No material changes have occurred to the TTR Business since
                  the Accounts Date.

            (vi)  Conflict of Interest

                  Save for the TTR Business carried on by the Seller, the Seller
                  does not and whether on its own account or in conjunction with
                  or on behalf any person, firm or company, directly or
                  indirectly or whether as a shareholder, partner, agent or
                  otherwise, carry on, and is not engaged or interested in a
                  competing business or restricted services save for the holding
                  of investment up to two (2) % of any class of securities
                  quoted or dealt in on a recognized stock exchange.

      9.1.8 Miscellaneous

      Except as otherwise disclosed to the Purchaser:

            (i)   Insolvency

                  (a)   No order has been made and no resolution has been passed
                        for the winding up of, or a provisional liquidator to be
                        appointed in respect of, the Seller and no petition has
                        been presented and no meeting has been convened for the
                        purpose of winding up the Seller;

                  (b)   no receiver has been appointed in respect of the Seller,
                        the TTR Business or the Purchased Assets;

                  (c)   the Seller is not insolvent or unable to pay its debts
                        within the meaning of the applicable legislation to
                        which it is subject and the Seller has not stopped
                        paying its debts as they fall due;

                  (d)   no event analogous to any of the foregoing has occurred
                        with respect to the Seller in any jurisdiction outside
                        China;

                  (e)   no unsatisfied judgment is outstanding against the
                        Seller.

            (ii)  Consents

                  All consents, permissions, approvals and agreements of third
                  parties which are necessary or desirable for the Seller to
                  obtain in order to enter into and perform this Agreement in
                  accordance with its terms have been unconditionally obtained
                  in writing and have been disclosed to the Purchaser.

            (iii) Material information

                  all information relating to the Seller, the TTR Business and
                  the Purchased Assets which is known or would on reasonable
                  enquiry be known to the

                                       20
<PAGE>

                  Seller and which should be known by a Purchaser for a proper
                  valuation of the Purchased Assets has been disclosed to the
                  Purchaser.

            (iv)  Brokers and Finders

                  No person or entity acting on behalf or under the authority of
                  the Seller is or will be entitled to any broker's, finder's or
                  similar fee or commission in connection with the transactions
                  contemplated hereby.

            (v)   Recitals and disclosures

                  The recitals, Schedules to the Agreement and all information
                  and documents relating to the TTR Business and Purchased
                  Assets (including without limitation budgets and forecasts)
                  supplied by the Seller or any agent of Seller to the
                  Purchaser, its lawyers, accountants or other agents or
                  advisers during or with a view to the negotiations leading up
                  to the Agreement, are true and accurate in material respects,
                  and there is no fact not disclosed which would render any such
                  information or document inaccurate or misleading or which, if
                  disclosed, might reasonably affect the willingness of the
                  Purchaser to purchase the Purchased Assets for the
                  consideration or otherwise on the terms specified in the
                  Agreement.

      9.1.9 Authority of the Seller

            Except as otherwise disclosed to the Purchaser:

            (i)   The Seller has full power and authority to enter into and
                  perform this Agreement and the provisions of this Agreement,
                  when executed, will constitute valid and binding obligations
                  on the Seller, in accordance with its terms;

            (ii)  The execution and delivery of, and the performance by the
                  Seller of its obligations under, this Agreement will not
                  result in a breach of any order, judgment or decree of any
                  court or governmental agency to which any Seller is a party or
                  by which it is bound;

            (iii) None of the Seller or any of its agents or advisers is aware
                  of any fact or matter which would or may constitute a breach
                  of any of the Seller's Warranties.

9.2   Tax Warranties

      Seller represents and warrants:

      (i)   That it will pay any and all taxes in compliance with the applicable
            laws and regulations;

      (ii)  that all forms, filings, and information provided to any taxing
            authority were timely filed and were, at the time of filing and
            continue to be, complete and accurate;

                                       21
<PAGE>

      (iii) so far as the Seller is aware, there is no liability in respect of
            taxation (whether actual or contingent) or any liability for
            interest, penalties or charges imposed in relation to any taxation
            arising in any part of the world that is not adequately disclosed or
            provided for in full in the Accounts and Management Accounts;

      (iv)  so far as the Seller is aware, Seller is not and has not in the last
            three years been the subject of a Tax Authority unresolved
            investigation or other dispute regarding Tax or duty recoverable
            from the Seller or regarding the availability of any relief from Tax
            or duty to the Seller and there are no facts which are likely to
            cause such an investigation or audit to be instituted or such a
            dispute to arise and all returns made by the Seller are agreed with
            the appropriate Tax Authority;

      (v)   Seller has neither been a party to nor otherwise involved in any
            transaction, scheme or arrangement:

            (a)   the sole or dominant purpose of which was to obtain a tax
                  benefit by the avoidance, postponement or reduction of a
                  liability to tax within the meaning of the applicable tax
                  legislation.

            (b)   which reduces or would reduce the amount of tax payable by any
                  person and which is artificial or fictitious or in respect of
                  which any disposition is not given effect to within the
                  meaning of the applicable tax legislation.

      (vi)  Seller will assist Buyer in responding to any future inquiry from or
            dispute with a Taxing Authority.

9.3   Property Warranties

      Except as otherwise disclosed to the Purchaser:

      9.3.1 Interests

            The Properties comprise, and will as at Closing comprise, all the
            land, buildings and premises used in the TTR Business owned by the
            Seller or occupied by the Seller or in which the Seller has, or will
            as at Closing have, any interest.

      9.3.2 Insurance

            (i)   Where the Seller is responsible for maintaining insurance in
                  respect of any of the Leased Properties, the policy conforms
                  in all respects with the requirements of the Lease.

            (ii)  True and complete copies of all insurance policies, in respect
                  of the Leased Properties for which the Seller is responsible
                  for maintaining insurance, have been delivered to the
                  Purchaser.

            (iii) The Seller has not done or omitted to do anything which may
                  result, directly or indirectly, in any of the insurance
                  policies may become void or voidable.

                                       22
<PAGE>

            (iv)  No claims outstanding or circumstances which the Seller is
                  aware of which would give rise to a claim under any of the
                  insurance policies.

      9.3.3 Owned Properties

            The Owned Properties represent all the real properties owned by the
            Seller or in respect of which the Seller has any estate, interest,
            right or liability (as defined below), and in respect of each of the
            Owned Properties:

            (i)   the Seller is the sole beneficial owner of and has a proper
                  legal title (in the form of granted land use rights the
                  premium for which has been fully paid) to the Owned Properties
                  and is entitled to transfer, dispose, sell, mortgage or
                  otherwise deal with the Owned Properties and is entitled the
                  use of such property in the manner in which it is used or is
                  proposed to be used;

            (ii)  except as otherwise created for the Assumed Liabilities and
                  disclosed to the Purchaser in the manner acceptable to the
                  Purchaser, each of the Owned Properties held by the Seller is
                  free from mortgage, debenture, charge, lien, lease,
                  encumbrances or any third party rights and the Seller has not
                  entered into any agreement to do any of the foregoing;

            (iii) the Seller has not received or is not aware of there being any
                  notice from any government or other competent authorities
                  requiring it to revise the terms of the ownership rights
                  relating to the Owned Properties or adversely affecting the
                  Owned Properties or the rights of the Seller in relation
                  thereto;

            (iv)  all land premium, purchase price, land grant fees or other
                  fees payable in respect of the Owned Properties have been paid
                  in full and will be duly paid up to the date of Closing and no
                  further such premiums, price or fees are payable under any
                  applicable laws;

            (v)   none of the terms and conditions contained in the relevant
                  sale and purchase or transfer contracts, deed of mutual
                  covenants, government grant, occupation permit, real estate
                  title certificate, land use right certificate, building
                  ownership certificates and/or certificate of ownership and the
                  applicable laws, rules and regulations have been breached in
                  respect of the Owned Properties;

            (vi)  the Seller has duly performed and observed all the terms and
                  conditions contained in the sale and purchase or transfer
                  contracts (if any), assignment, deed of mutual covenant, land
                  use right certificate and building ownership certificates for
                  the Owned Properties to be performed and observed on the part
                  of the Seller as Purchaser thereof;

            (vii) all relevant legal requirements or conventions for
                  notarization and registration of the sale and purchase
                  contracts and assignments for the Owned Properties have been
                  complied with;

                                       23
<PAGE>

            (viii) the land and building ownership rights pertaining to the
                  Owned Properties are valid and subsisting and has not been
                  amended, modified or supplemented in any manner whatsoever;

            (ix)  no contracts have been entered into by the Seller to sell,
                  assign, subdivide, let or lease, licence, charge, mortgage,
                  partition, share, grant any option over or otherwise dispose
                  of an interest in or part with the possession or occupation of
                  the Owned Properties or any part thereof or otherwise encumber
                  the Owned Properties nor is there any agreement by the Seller
                  to do any of the aforesaid;

            (x)   the Seller is in physical possession and actual occupation of,
                  each and every one of the Owned Properties on an exclusive
                  basis and no right of occupation or enjoyment has been
                  acquired or is in the course of being acquired by any third
                  party or has been granted or agreed to be granted to any third
                  party;

            (xi)  except as otherwise included in the Assumed Liabilities, the
                  Seller does not have any outstanding liabilities under the
                  terms and conditions upon which the land and building
                  ownership rights pertaining to the Owned Properties are
                  granted;

            (xii) except as otherwise disclosed to the Purchaser in the manner
                  acceptable to the Purchaser, the Owned Properties are not
                  subject to any restrictive covenants, stipulations, easements,
                  licences, restrictions or other like rights vested in third
                  parties other than those stipulated in the terms and
                  conditions upon which the land and building ownership rights
                  pertaining to the Owned Properties are granted which terms and
                  conditions are of a usual nature with reference to such terms
                  and conditions in China;

            (xiii) there are no circumstances which would entitle or require any
                  person to exercise any powers of entry or taking possession of
                  the Owned Properties;

            (xiv) compliance has been made with all applicable statutory and
                  by-law requirements with respect to the Owned Properties;

            (xv)  all requisite licences, certificates and authorities necessary
                  for the existing use of the Owned Properties by the Seller
                  have been duly obtained and are in full force, validity and
                  effect;

            (xvi) there are no disputes with any adjoining or neighbouring owner
                  with respect to boundary walls and fences, or with respect to
                  any easement, right or means of access to the Owned
                  Properties;

            (xvii) the Owned Properties are used by the Seller for legal
                  purposes and has not violated any relevant land or
                  construction regulations;

            (xviii) all requisite approvals, consents, permits and licences
                  necessary for the user of the Owned Properties as it is
                  presently being used by the Seller have been duly obtained and
                  are in full force, validity and effect;

                                       24
<PAGE>

            (xix) no default (or event which with notice or lapse of time or
                  both will constitute a default) by the Seller has occurred or
                  is continuing under the government grant, occupation permit,
                  deed of mutual covenant, land use right certificate, building
                  ownership rights certificate and/or other documents applicable
                  to the property and it is not in breach of any applicable
                  laws, rules, regulations, guidelines, notices, circulars,
                  orders, judgments, decrees or rulings of any court,
                  government, governmental or regulatory authorities in respect
                  of the use occupation and enjoyment of the Owned Properties;

            (xx)  all requisite planning and building approvals required for any
                  government, local or public authority with respect to the
                  Owned Properties have been obtained and are in full force and
                  effect;

            (xxi) all the buildings and other structures on the Owned Properties
                  are in good and substantial repair and fit for the purposes
                  for which they are being used; and

            (xxii) there is (and has been) no breach of any applicable
                  statutory, by-law or regulatory requirement as to fire
                  precautions, public health, pollution, discharge of effluents,
                  environmental or any other matters to which, in respect of any
                  of the Owned Properties compliance is required.

      9.3.4 Other involvement in relation to property

            So far as the Seller is aware, the Seller has not at any time:

            (i)   had vested in it (whether as an original tenant or undertenant
                  or as an assignee, transferee or otherwise) any immovable
                  property used in relation to the TTR Business other than the
                  Properties.

            (ii)  given any covenant or entered into any agreement, deed or
                  other document (whether as a tenant or undertenant or as an
                  assignee, transferee, guarantor or otherwise) in respect of
                  any immovable property used in relation to the TTR Business in
                  respect of which any contingent or potential liability remains
                  with the Seller other than those disclosed to the Purchaser in
                  relation to the Properties.

            (iii) done, omitted or knowingly suffered or been party or privy to
                  any act, deed, matter or thing whereby or by means whereof the
                  Properties or any part thereof are or can or shall or may be
                  impeached, charged, affected or encumbered in title, estate or
                  otherwise.

9.4   The Seller acknowledges that, in entering into this Agreement and in
      purchasing the Purchased Assets, the Purchaser has relied and will reply
      upon the Warranties given herein and the Warranties as confirmed by the
      Seller.

9.5   Each of the Warranties shall be construed as a separate warranty and shall
      not be otherwise limited or restricted by reference to or inference from
      the terms of any other Warranty or any other term of this Agreement.

                                       25
<PAGE>

9.6   The Seller shall procure that the Warranties are true and accurate in
      material respects at the date of this Agreement and, for this purpose the
      Warranties shall be deemed to be repeated at the Closing Date and any
      express or implied reference therein to the date of this Agreement shall
      be replaced by a reference to the Closing Date. The Warranties shall
      remain in full force and effect notwithstanding Closing.

9.7   The Purchaser shall be entitled to claim both before and after Closing
      that any of the Warranties is or was untrue or misleading or has or had
      been breached even if the Purchaser discovered or could have discovered on
      or before Closing that the Warranty in question was untrue misleading or
      had been breached and Closing shall not in any way constitute a waiver of
      any of the Purchaser's rights.

9.8   The rights and remedies of the Purchaser in respect of a breach of any of
      the Warranties shall not be affected by Closing, by any investigation made
      by or on behalf of the Purchaser into the affairs of the Seller and the
      TTR Business, by the giving of any time or other indulgence by the
      Purchaser to any person, by the Purchaser rescinding or not rescinding
      this Agreement, or by any other cause whatsoever except a specific waiver
      or release by the Purchaser in writing; and any such waiver or release
      shall not prejudice or affect any remaining rights or remedies of the
      Purchaser.

9.9   All representations and warranties made by the Seller contained in this
      Agreement, any Exhibit, Schedule, certificate or other instrument
      specifically referred to in the Warranties pursuant hereto or made in
      writing by or on their behalf in connection with the transactions
      contemplated by this Agreement, and all indemnification obligations of the
      Seller under this Agreement shall survive the execution and delivery of
      this Agreement and the Closing of the transactions contemplated hereunder.
      All statements contained in any Exhibit, Schedule, certificate or other
      instrument specifically referred to in the Warranties shall be deemed
      representations and Warranties under this Agreement.

9.10  The Seller undertakes with the Purchaser that it will both before and
      after Closing promptly notify the Purchaser in writing of any event or
      circumstance of which it becomes aware which is or may be inconsistent
      with any of the Warranties or which might make any of the Warranties
      untrue or misleading if given at Closing.

                           ARTICLE 10 INDEMNIFICATION

10.1  General Indemnification

      10.1.1 As used in this Article 10.1, the following terms shall have the
            following meanings:

            (i)   "EVENT OF INDEMNIFICATION" with respect to the Seller shall
                  mean:

                  (a)   any untruth, inaccuracy or breach of any representation
                        or Warranty relating to anything undisclosed to
                        Purchaser as of the Closing Date, any untruth,
                        inaccuracy, omission, in non-compliance with PRC laws
                        and regulations or breach of any representation or
                        Warranty relating to anything disclosed the Purchaser as
                        of the Closing Date, or any breach or failure of

                                       26
<PAGE>

                        observance or performance of any agreement, undertaking,
                        commitment, obligation, indemnity or covenant of the
                        Seller contained in this Agreement (including the
                        Schedules) or in any certificate or other writing
                        delivered in connection herewith at, before or after
                        Closing or any facts or circumstances constituting such
                        untruth, inaccuracy or breach; and

                  (b)   except for the Assumed Liabilities, any other Claims,
                        liabilities or obligations of any kind or nature
                        relating to the TTR Business or the Purchased Assets
                        arising from, relating to or in connection with the TTR
                        Business, operations or affairs of the Seller or any of
                        the assets, properties, interests in assets or
                        properties or rights of the Seller which were existing
                        at or as of Closing or arising in whole or in part out
                        of any acts, transactions, conditions, circumstances or
                        facts which occurred or existed on or prior to Closing,
                        and which were not disclosed on or before the execution
                        of this Agreement and explicitly assumed by Purchaser
                        pursuant to this Agreement.

            (ii)  "LOSSES" shall mean any and all Losses sustained, suffered or
                  incurred by any Indemnified Person directly.

      10.1.2 "INDEMNIFIED PERSONS" shall mean and include the Purchaser and its
             respective officers, directors, employees, Affiliates, successors
             and assignees.

      10.1.3 The Seller shall indemnify, defend and hold harmless the
             Indemnified Persons, and each of them, from and against any and all
             Losses and Claims (including Claims by third party) arising from or
             in connection with any Event of Indemnification.

      10.1.4 This indemnity is to be a continuing security to the Purchaser for
             each representation, Warranty, agreement, undertaking, commitment,
             obligation, indemnity or covenant on the part of the Seller under
             or pursuant to this Agreement notwithstanding settlement of account
             or other matter or thing whatsoever.

      10.1.5 This indemnity is in addition and without prejudice to and not in
             substitution for any rights or security which the Purchaser may now
             or hereafter have or hold for performance and observance of any
             agreement, undertaking, commitment, obligation, indemnity or
             covenant on the part of the Seller under or in connection with this
             Agreement.

      10.1.6 The Guarantor shall be jointly and severally liable for the
             liabilities of the Seller under Article 10.1, as well as all other
             liabilities of Seller arising under this Agreement.

10.2  Exercise of Purchaser's Rights

      10.2.1 Without prejudice to any other right or remedy of the Purchaser
             hereunder, if before Closing the Purchaser becomes aware that any
             of the material Warranties was at the date of this Agreement, or
             has since become, untrue or misleading or

                                       27
<PAGE>

             that the Seller is in breach of any term of this Agreement, the
             Purchaser shall be entitled to, by written notice to the Seller,
             terminate this Agreement without liability to the Seller. In the
             event of the termination of this Agreement, without limiting the
             Purchaser's right to claim all obligations of the Seller under this
             Agreement, the Purchaser shall,unless otherwise expressly stated,
             cease to enjoy and assume all rights and liabilities hereunder,
             but, for the avoidance of doubt, all rights and liabilities of the
             Parties which have accrued before termination shall continue to
             exist.

      10.2.2 The rights, including rights of rescission, conferred on the
            Purchaser by this Agreement are in addition and without prejudice to
            all other rights and remedies available to the Purchaser; and no
            exercise or failure to exercise a right under this Agreement or
            otherwise or to invoke a remedy shall constitute a waiver of that
            right or remedy by the Purchaser.

                 ARTICLE 11 GUARANTEE AND INDEMNITY BY GUARANTOR

11.1  In consideration of the Purchaser entering into this Agreement, Guarantor
      hereby unconditionally and irrevocably guarantees to the Purchaser the due
      and punctual performance and observance by the Seller of all obligations,
      commitments, undertakings, warranties, indemnities and covenants under or
      pursuant to this Agreement and agrees to indemnify the Purchaser and its
      Affiliates against any and all Losses and Claims which the Purchaser or
      any of its Affiliates may suffer through or arising from any breach by the
      Seller of such obligations, commitments, warranties, undertakings,
      indemnities or covenants. The liability of Guarantor as aforesaid shall
      not be released or diminished by any arrangements or alterations of terms
      (whether of this Agreement or otherwise) or any forbearance, neglect or
      delay in seeking performance of the obligations hereby imposed or any
      granting of time for such performance.

11.2  Guarantor hereby waives any right which it may have to require the
      Purchaser to proceed first against or claim payment from the Seller to the
      intent that as between the Purchaser and Guarantor the latter shall be
      liable as principal obligor as if it had entered into all undertakings,
      agreements and other obligations jointly and severally with the Seller.

11.3  This guarantee and indemnity is to be a continuing security to the
      Purchaser for all obligations, commitments, warranties, undertakings,
      indemnities and covenants on the part of the Seller under or pursuant to
      this Agreement notwithstanding any settlement of account or other matter
      or thing whatsoever.

11.4  This guarantee and indemnity is in addition to and without prejudice to
      and not in substitution for any rights or security which the Purchaser may
      now or hereafter have or hold for the performance and observance of the
      obligations, commitments, undertakings, covenants, indemnities and
      warranties of the Seller under or in connection with this Agreement.

11.5  As a separate and independent stipulation, Guarantor agrees that any
      obligation expressed to be undertaken by the Seller under this Agreement
      (including, without limitation, any moneys expressed to be payable under
      this Agreement) which may not be enforceable against or recoverable from
      the Seller by reason of any legal limitation, disability or incapacity of
      the Seller or any other fact or circumstance shall nevertheless

                                       28
<PAGE>

      be enforceable against or recoverable from Guarantor as though the same
      had been incurred by Guarantor and Guarantor was sole or principal
      obligors in respect thereof and shall be performed or paid by Guarantor on
      demand.

                            ARTICLE 12 FORCE MAJEURE

12.1  Scope of Force Majeure. A "FORCE MAJEURE EVENT" shall mean any event,
      circumstance or condition that (i) directly or indirectly prevents the
      fulfillment of any material obligation set forth in this Agreement, (ii)
      is beyond the reasonable control of the respective Party, and (iii) could
      not, by the exercise of reasonable care, have been avoided or overcome in
      whole or in part by such Party. Subject to the aforementioned items (i),
      (ii) and (iii), Force Majeure Event includes, but is not limited to,
      natural disaster such as earthquake, acts of God, flood, windstorm, etc.,
      contingency such as war, civil commotion, riot, blockade or embargo, fire,
      explosion, etc., delays of carriers that can be proved, epidemic, or by
      reason of any law, order, proclamation, regulation, ordinance, demand,
      expropriation, requisition or requirement or any other act of any
      governmental authority, including military action, court orders, judgments
      or decrees.

12.2  Notice. Should any Party be prevented from performing the terms and
      conditions of this Agreement due to the occurrence of a Force Majeure
      Event, the prevented Party shall send notice to the other Parties within
      fourteen (14) days from the occurrence of the Force Majeure Event stating
      in the details of such Force Majeure Event.

12.3  Performance. Any delay or failure in performance of this Agreement caused
      by a Force Majeure Event shall not constitute a default by the prevented
      Party or give rise to any claim for damages, losses or penalties. Under
      such circumstances, the Parties are still under an obligation to take
      reasonable measures to perform this Agreement, so far as is practical. The
      prevented Party shall send notice to the other Parties as soon as possible
      of the elimination of the Force Majeure Event, and confirm receipt of such
      notice.

12.4  Consultations and Termination. Should the Force Majeure Event continue to
      delay implementation of this Agreement for a period of more than three (3)
      months, the Parties shall, through consultations, decide whether to
      terminate or modify this Agreement. Should the Force Majeure Event
      continue for a period of six (6) months or longer, any Party may terminate
      this Agreement by giving written notice to the other Parties. In the event
      of the termination of this Agreement, without limiting the Purchaser's
      right to claim all obligations of the Seller under this Agreement, the
      Purchaser shall, unless otherwise expressly stated, cease to enjoy and
      assume all rights and liabilities hereunder, but, for the avoidance of
      doubt, all rights and liabilities of the Parties which have accrued before
      termination shall continue to exist.

                           ARTICLE 13 CONFIDENTIALITY

13.1  The Parties undertake with each other that they shall treat as strictly
      confidential all information received or obtained by them or their
      employees, agents or advisers as a result of entering into or performing
      this Agreement including information relating to the provisions of this
      Agreement, the negotiations leading up to this Agreement, the subject
      matter of this Agreement or the business or Affairs of the Seller or the
      Purchaser and that it will not at any time hereafter make use of or
      disclose or divulge to any person

                                       29
<PAGE>

      any such information (except in relation to the operation of the TTR
      Business after Closing by the Purchase) and shall use its best endeavours
      to prevent the publication or disclosure of any such information.

13.2  The restrictions contained in Article 13.1 shall not apply so as to
      prevent the Parties from making any disclosure required by law or by any
      supervisory or regulatory or governmental body or from making any
      disclosure to any professional adviser for the purposes of obtaining
      advice (providing always that the provisions of this Article 13 shall
      apply to and the Parties shall procure that they apply to and are observed
      in relation to, the use or disclosure by such professional adviser of the
      information provided to them) nor shall the restriction apply in respect
      of any information which comes into the public domain otherwise than by a
      breach of this Article 13 by any Party.

                            ARTICLE 14 GOVERNING LAW

The formation of this Agreement, its validity, interpretation, execution and any
performance of this Agreement, and the settlement of any Disputes hereunder,
shall be governed by published and publicly available laws, rules and
regulations of the PRC, the applicable provisions of any international treaties
and conventions to which the PRC is a party, and, if there are no published or
publicly available PRC laws, rules or regulations, or treaties or conventions
governing a particular matter, by general international commercial practices.

                          ARTICLE 15 DISPUTE RESOLUTION

15.1  Consultations and Arbitration. Any and all disputes, controversies or
      claims (the "DISPUTE") arising out of or relating to the formation,
      validity, interpretation, implementation or termination of this Agreement,
      or the breach hereof or relationships created hereby shall be settled
      through friendly consultations. If a Dispute is not resolved through
      friendly consultations within thirty (30) days from the date a Party gives
      the other Parties written notice of a Dispute, then it shall be resolved
      exclusively and finally by arbitration in Beijing at the China
      International Economic and Trade Arbitration Commission ("CIETAC") in
      accordance with the arbitration rules of the CIETAC (the "CIETAC RULES")
      for the time being in force which rules are deemed to be incorporated by
      reference to this clause.

15.2  Arbitration Proceedings and Award. Any arbitration shall be heard before a
      tribunal consisting of three (3) arbitrators. Each side of the Dispute
      shall appoint one (1) arbitrator. The two arbitrators thus appointed shall
      choose the third arbitrator who will act as the presiding arbitrator of
      the tribunal. If the two arbitrators have not agreed on the choice of the
      presiding arbitrator, the presiding arbitrator shall be appointed by the
      Chairman of the CIETAC. The language of the arbitration shall be Chinese
      and English . The arbitration shall be final and binding on the Parties,
      shall not be subject to any appeal, and the Parties agree to be bound
      thereby and to act accordingly. The award of the arbitrators may be
      enforced by any court having jurisdiction to do so. Throughout any dispute
      resolution and arbitration proceedings, the Parties shall continue to
      perform this Agreement, to the extent practical, with the exception of
      those parts of this Agreement that are under arbitration. Except as
      otherwise determined by the arbitration tribunal, each Party shall be
      responsible for its expenses incurred in connection with

                                       30
<PAGE>

      resolving any Dispute, but the arbitration fees shall be borne by the
      losing side of the Dispute.

15.3  Injunctive Relief. Notwithstanding any other provision of this Agreement,
      each Party acknowledges that a breach of confidentiality as provided in
      Article 13 or other obligations under this Agreement may result in
      irreparable harm and damage to the affected Party and its Affiliates in an
      amount that is difficult to ascertain and that cannot be adequately
      compensated by a monetary award. Accordingly, in addition to any other
      relief to which the affected Party and its Affiliates may be entitled,
      such Party shall be entitled to temporary and/or permanent injunctive
      relief from any breach or threatened breach by the relevant Party without
      proof of actual damages that have been or may be caused to such Parties by
      such breach or threatened breach.

                       ARTICLE 16 MISCELLANEOUS PROVISIONS

16.1  Language. This Agreement is written and executed in a Chinese version and
      in an English version. Both language versions of this Agreement are of
      equal validity and effect. In case of any discrepancy between the Chinese
      version and the English version, the Chinese version approved by the
      Examination and Approval Authority shall prevail.

16.2  Waiver and Preservation of Remedies. No delay on the part of any Party in
      exercising any right, power or privilege under this Agreement shall
      operate as a waiver thereof, nor shall any waiver on the part of any Party
      of any right, power or privilege hereunder, nor any single or partial
      exercise of any right, power or privilege hereunder, preclude any other or
      other exercise thereof hereunder. The rights and remedies herein provided
      are cumulative and are not exclusive of any rights or remedies that any
      Party may otherwise have.

16.3  Notices. All notices or other communications under this Agreement shall be
      in writing and shall be delivered or sent to the correspondence addresses
      or facsimile numbers of the Parties set forth below or to such other
      addresses or facsimile numbers as may be hereafter designated in writing
      on seven (7) days' notice by the relevant Party. All such notices and
      communications shall be effective: (i) when delivered personally; (ii)
      when sent by telex, telefacsimile or other electronic means with sending
      machine confirmation; (iii) ten (10) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid;
      or (iv) four (4) days after deposit with a commercial overnight courier,
      with evidence of delivery provided by the courier.

Seller         Address:      No. 98, Nanshan Road North, Rongcheng City,
                             Shandong Province, PRC
               Tel:          0631-7523205
               Fax:          0631-7523888
               Attn:         Zhang Junquan

Purchaser      Address:       No. 98, Nanshan Road North, Rongcheng City,
                             Shandong Province, PRC
               Tel:
               Fax:
               Attn:

                                       31
<PAGE>

Guarantor      Address:      No. 98, Nanshan Road North, Rongcheng City,
                             Shandong Province, PRC
               Tel:          0631-7523206
               Fax:          0631-7506826
               Attn:         Zhang Junquan

16.4  Severability. If any provision of this Agreement should be or become fully
      or partially invalid, illegal or unenforceable in any respect for any
      reason whatsoever, the validity, legality and enforceability of the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

16.5  Entire Agreement. This Agreement, together with its Schedules and Exhibits
      which are hereby incorporated by reference as an inseparable and integral
      part of this Agreement, constitutes the entire agreement among the Parties
      with reference to the subject matter hereof, and supersede any agreements,
      contracts, representations and understandings, oral or written, made prior
      to the signing of this Agreement.

16.6  Modification and Amendment. No amendment or modification of this
      Agreement, whether by way of addition, deletion or other change of any of
      its terms, shall be valid or effective unless a variation is agreed to in
      writing and signed by authorized representatives of each of the Parties.

16.7  Successors. This Agreement shall inure to the benefit of and be binding
      upon each of the Parties and their respective permitted successors and
      permissible assignees.

16.8  Originals. This Agreement is executed in nine (9) original counterparts,
      each of which shall have equal effect in law.

                                       32
<PAGE>

IN WITNESS WHEREOF, each of the Parties has executed this Agreement or has
caused this Agreement to be executed by its duly authorized officer or officers
as of the date first above written.

PURCHASER:                                                              SELLER:

COOPER CHENGSHAN (SHANDONG) TIRE                    SHANDONG CHENGSHAN TIRE
                                                    COMPANY
COMPANY LIMITED                                     LIMITED BY SHARES

Represented by Cooper Tire Investment Holding
(Barbados) Ltd. before legal establishment:

By:                                                 By:
   ----------------------------------------            -------------------------
Name: Harold C. Miller                              Name:         Che Hongzhi
Title:  President                                   Title:        Chairman
Nationality:  U.S.A.                                Nationality:  Chinese

                                                    GUARANTOR:

Confirmed and ratified after legal establishment:   SHANDONG CHENGSHAN GROUP
                                                    COMPANY

By:                                                 By:
   ----------------------------------------            -------------------------
Name:                                               Name:          Che Hongzhi
Title:                                              Title:         Chairman
Nationality:                                        Nationality:   Chinese

                                       33
<PAGE>

                                   SCHEDULE 1

                         DEFINITIONS AND INTERPRETATION

ACCOUNTS - The audited financial statements of the Seller (including, without
limitation, a balance sheet, profit and loss statement and cash flow statement
together in each case with the notes thereon) made up to the Accounts Date and
for the financial period from January 1, 2005 to the Accounts Date prepared in
accordance with relevant PRC laws and regulations, the Chinese GAAP, and in
manner consistent with past practice.

ACCOUNTS DATE - The date of Closing.

AFFILIATES - Any person which directly or indirectly controls, is controlled by,
or is under common control with Seller, or Seller or any of its related
companies; the term "control" means ownership, the power to elect or appoint
directors or senior management, and/or the ability to determine and enforce the
strategic, business or operations policies of any person.

AGREED FORM - In relation to any document, such document in the terms agreed
between the Purchaser and Seller and signed by or on behalf of them for the
purposes of identification.

AGREEMENT - This Assets Purchase Agreement

BUSINESS LICENSE - The business license of the Purchaser as issued, amended and
replaced, as the case may be, from time to time by the Registration Authority.

CERTIFICATE OF APPROVAL - The certificate of approval issued by the Examination
and Approval Authority approving the JV Contract and establishment of the
Purchaser.

CHINESE GAAP - The general accepted accounting principles applicable in China,
consistently applied.

CLAIM - Any claim, demand, dispute, action, suit, investigation or legal or
analogous proceedings

CLOSING - The completion of the purchase by the Purchaser from the Seller of the
Purchased Assets in accordance with Article 7.

CLOSING DATE - the date mutually agreed by the Parties subsequent to the
conditions in Article 5.1 being satisfied or such other date as is determined by
the Seller and Purchaser.

CONTRACTS - The meaning set forth in Article 2.1.4

EMPLOYEES - The employees to be employed in relation to the TTR Business by
Purchaser.

ENCUMBRANCES - Any mortgage, charge (fixed or floating), pledge, lien,
hypothecation, trust, right of set off or other third party right or interest
(legal or equitable) including any right of pre-emption, assignment by way of
security, reservation of title or any other security interest of any kind
however created or arising or any other agreement or arrangement (including a
sale and repurchase arrangement) having similar effect.

                                       34
<PAGE>

EXAMINATION AND APPROVAL AUTHORITY - The Ministry of Commerce, or its authorized
local division or any successor government institution or agency empowered to
approve the JV Contact, this Agreement, and any amendments, supplements,
modifications or termination thereof or hereof.

GUARANTOR - Chengshan Group Company Limited.

TTR BUSINESS - The business in relation to the bias light truck tires, radial
and bias medium truck tires, engineering tires and Related Products, which has
been carried on by Seller as part of the business scope specified on the
effective business license of Seller, such as "production and sales of rubber
products; import and export business within the approved scope; sales of
vehicles (including cars); contracting of the offshore rubber industry projects
and onshore international tender offer projects and exporting of the equipment
and materials required for the aforesaid projects; and expatriation of the labor
personnel required for enforcing the aforesaid offshore projects".

INSURANCES - The policies of assurance and insurance in connection with the TTR
Business and the Purchased Assets and the Employees.

LEASE(S) - The lease(s) or tenancy agreement(s) between the Landlord (as therein
defined) and the Seller by which the premises used by the TTR Business was let
to the Seller.

LEASED PROPERTIES - All the real properties used by the TTR Business leased by
the Seller, particulars of which are set out in this Agreement.

LOSSES - All losses, liabilities, costs (including, without limitation, legal
costs arising out of any disputes involving any third party), charges and
expenses.

MANAGEMENT ACCOUNTS - The unaudited balance sheet of the Seller as at the
Management Accounts Date and the unaudited statements of profit and loss and
cash flow of the Seller for the period commencing from December 31, 2004 and
ended on the Management Accounts Date prepared in a manner consistent with past
practice.

MANAGEMENT ACCOUNTS DATE - The date of Closing.

M&A REGULATIONS - The Tentative Provisions Regarding Merger with, and
Acquisition of, Domestic Enterprises by Foreign Investors, promulgated by the
Ministry of Foreign Trade and Economic Cooperation, State Administration of
Taxation, State Administration for Industry and Commerce and State
Administration of Foreign Exchange on March 7, 2003, and effective as of April
12, 2003.

MATERIAL ADVERSE CHANGE - Any material adverse change in the business, assets or
position (financial, trading or otherwise), profits or prospects of the TTR
Business or any event or circumstance that may result in such a material adverse
change. Without prejudice to the generality of the foregoing and to the extent
that any adverse change or series of adverse change can be quantified, any
adverse change to the extent of more than USD500,000 or series of adverse change
to the aggregate extent of more than USD500,000 shall be deemed to be a material
adverse change.

OWNED PROPERTIES - All the real properties used by the TTR Business owned by the
Seller.

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PRC - People's Republic of China

PROPERTIES - The Leased Properties and Owned Properties set out in this
Agreement.

PURCHASER - Cooper Chengshan (Shandong) Tire Company Limited, a Sino-foreign
limited liability company registered and incorporated under the laws of the PRC,
with its registered address at No. 99, Qingshan Road West, Rongchen City,
Shandong Province, PRC.

PURCHASED ASSETS - The meaning set forth in Article 2.1

REGISTRATION AUTHORITY - The State Administration of Industry and Commerce, or
its local division or any successor government institution or agency empowered
to issue a Business License to the Purchaser.

RENMINBI or RMB - The lawful currency of the PRC

SELLER - Shandong Chengshan Tire Company Limited by Shares. A company limited by
shares registered and incorporated under the laws of the People's Republic of
China, with its registered address at No. 98, Nanshan Road North, Rongchen City,
Shandong Province, People's Republic of China.

TAX AUTHORITY - Any local, municipal, governmental, provincial, State or fiscal,
revenue, customs or excise authority, body, agency or official in China having
or purporting to have power or authority in relation to Tax, including without
limitation the PRC State Administration for Taxation or any other relevant
fiscal authority in China.

TAXATION/TAX - All taxes, charges, duties, imposts, fees, levies or other
assessments, and all estimated payments thereof, including without limitation
income, business profits, property, sales, use, value added taxes (VAT),
environmental, franchise, customs, import, payroll, transfer, gross receipts,
withholding, social security, as well as stamp duties and other costs, imposed
by any Tax Authority, or any subdivision or agency thereof, and any interest and
penalty relating to such taxes, charges, fees, levies or other assessments.

WARRANT(IES) - the warranties, representations, and undertakings stated in
Article 9.

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