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                                                              EXHIBIT 10 (xxxii)

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                            SHARE PURCHASE AGREEMENT

                                  BY AND AMONG

                         CHENGSHAN GROUP COMPANY LIMITED

                                       AND

                        CTB (BARBADOS) INVESTMENT CO. LTD

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                          DATED AS OF October 27, 2005

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                                TABLE OF CONTENT

<TABLE>
<CAPTION>
ARTICLE                                                 PAGE
<S>                                                     <C>
1.  Interpretation...................................     2

2.  Purchase and Sale of Equity Interest.............     2

3.  Transaction Price................................     2

4.  Transaction Preconditions........................     3

5.  Closing..........................................     7

6.  Seller's Representations and Warranties..........     8

7.  Buyer's Representations and Warranties...........    20

8.  indemnification..................................    21

9.  Confidentiality..................................    22

10. Expenses.........................................    23

11. Termination......................................    23

12. Force Majeure....................................    24

13. Governing Law and Dispute resolution.............    25

14. Miscellaneous....................................    26

Appendix 1  Definitions and Interpretation...........    29
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                                       i
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This SHARE 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:           CHENGSHAN GROUP COMPANY LTD., a limited liability company
                  registered and incorporated under the laws of the PRC, with
                  its registered address at No. 98, North Nan Shan Road,
                  Rongcheng City, Shandong Province, PRC;

BUYER:            CTB (BARBADOS) INVESTMENT CO. LTD., an international business
                  company, duly incorporated pursuant to the laws of Barbados
                  and having its registered office at Chancery House, High
                  Street, Bridgetown, Barbados, W.I.; and

COMPANY:          RONGCHENG CHENGSHAN STEEL CORD CO., LTD., a limited liability
                  company registered and incorporated under the laws of the PRC,
                  with its registered address at No. 36, West Chengshan Avenue,
                  Rongcheng City, Shandong Province, PRC.

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

WHEREAS:

(A)     On the date of this Agreement, Seller holds 95.3% of the equity
        interests of the Company. For the purpose of this Agreement, Seller will
        purchase all of the Company's equity interests held by the other
        shareholder prior to the Closing Date;

(B)     Seller intends to sell to Buyer, and Buyer is willing to purchase from
        Seller, a portion of the equity interests of the Company owned by Seller
        in accordance with the terms and conditions of this Agreement;

(C)     As consideration for the transfer of Equity Interests for Sale and the
        other transactions contemplated herein, Buyer intends to pay Seller the
        Transaction Price subject to the terms and conditions hereof;

(D)     Upon completion of the above transfer of equity interests, Buyer shall
        own 25% of equity interest of the Company, and Seller shall own 75% of
        the equity interest of the Company; and

(E)     Seller intends to use its best endeavors to support, and provide a loan
        at an amount of US$ 6,400,000 to the Company after the Closing which
        will be subordinated to the claims against and liabilities incurred by
        the Company;

(F)     On or prior to the Closing Date, the Company shall be registered as a
        Sino-foreign equity joint-venture enterprise, for which purpose Buyer
        and Seller have agreed to enter into a Sino-foreign equity joint venture
        contract (the "JOINT VENTURE CONTRACT") on the date of this Agreement.

                                     - 1 -
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THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    INTERPRETATION

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

      1.2   The following terms in this Agreement shall have the meanings set
            out below:

            1.2.1 Reference to "entity" shall include the reference to any
                  individual, firm, corporation, enterprise or other body
                  corporate, government, state or state organization, any
                  partnership, association or employees' representative
                  organization (regardless of its eligibility as an independent
                  legal person); and

            1.2.2 Reference to an Article, paragraph or appendix shall mean the
                  corresponding Article, paragraph or appendix in this
                  Agreement, unless otherwise required herein.

      1.3   Headings of this Agreement shall not affect the understanding of the
            contents of this Agreement.

2.    PURCHASE AND SALE OF EQUITY INTEREST

      2.1   Seller agrees to sell to Buyer, and Buyer agrees to purchase from
            Seller, the Equity Interests for Sale free and clear of all
            Encumbrances, together with any other the incidental rights accrued
            thereon on or after the execution of this Agreement.

      2.2   Buyer shall pay, or cause to be paid, to Seller the Transaction
            Price set forth in Article 3 herein.

      2.3   Seller hereby undertakes to appropriately support, and to the extent
            necessary, provide a loan at an amount of US$ 6,400,000 to the
            Company as soon as practicable upon the Closing, which shall have a
            term of at least 10 years bearing interest at the prevailing market
            rate and will be subordinated to the claims against and liabilities
            incurred by the Company.

3.    TRANSACTION PRICE

      3.1   As consideration for the purchase of the Equity Interests for Sale,
            in reliance upon the representations and warranties, covenants,
            agreements and undertakings of Seller made herein, and subject to
            the terms and conditions of this Agreement, Buyer shall pay to
            Seller, the sum of United States Dollars Six Million Four Hundred
            Thousand (US$6,400,000) (the "TRANSACTION PRICE") (subject to the
            adjustments contained in this Article) according to the payment
            schedule as follows:

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            3.1.1 United State Dollars Six Million Four Hundred Thousand
                  (US$6,400,000), representing a hundred percent (100%) of the
                  Transaction Price, shall be paid by Buyer to Seller within
                  three (3) months of the issuance of the New Business License
                  of the Company.

      3.2   Seller and Buyer hereby covenant that the Transaction Price has been
            determined by reference to the appraisal value of the entire equity
            interest of the Company as indicated in the appraisal report. Buyer
            shall pay the Transaction Price to Seller in accordance with the
            applicable PRC laws and regulations, including without limitation,
            the relevant foreign exchange supervision statutory requirements.

      3.3   Upon Closing an audit of the Equity Interests for Sale (the "CLOSING
            AUDIT") shall be completed by a qualified audit firm selected by
            Buyer prior to payment of the Transaction Price by Buyer to Seller.

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

4.    TRANSACTION PRECONDITIONS

      4.1   Closing is conditional upon satisfaction of the following
            Transaction Preconditions:

            4.1.1 The representations and warranties of Seller made in this
                  Agreement shall be true and correct in all material respects
                  as of the date hereof and as of the Closing Date as though
                  made as of the Closing Date, and Seller and the Company shall
                  have performed and complied in all material respects with all
                  terms, agreements and covenants contained in this Agreement
                  required to be performed or complied by Seller or the Company
                  on or before the Closing Date.

            4.1.2 No provision of any applicable law and no judgment,
                  injunction, order or decree of any governmental authority
                  shall be in effect which shall prohibit the consummation of
                  the Closing.

            4.1.3 Seller and the Company shall have obtained all relevant
                  corporate approvals for the execution and performance of this
                  Agreement and the Joint Venture Contract, and the adoption of
                  the Articles of Association of New Company, and such corporate
                  approvals shall continue to be effective without amendment or
                  revocation as of the Closing Date.

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            4.1.4 All consents, approvals, waivers, subordinations and permits,
                  if any, required in connection with the consummation of the
                  sale and purchase of the Equity Interest for Sale and the
                  transactions contemplated herein shall have been received by
                  Seller and the Company, including but not limited to the
                  approval of the Ministry of Commerce, or examination and
                  approval authorities authorized by the Ministry of Commerce,
                  and other government or regulatory authorities necessary to
                  complete the transactions contemplated herein, for the purpose
                  of receiving approval for:

                  (a)   transfer of the Equity Interest for Sale and this
                        Agreement;

                  (b)   change of shareholders of the Company;

                  (c)   conversion of the Company into a Sino-foreign joint
                        venture enterprise;

                  (d)   the Joint Venture Contract; and

                  (e)   the Articles of Association of the New Company.

            4.1.5 Prior to the Closing Date, no event shall have occurred which,
                  individually or when considered together with all other
                  matters, has had, or could reasonably be expected to have, a
                  Material Adverse Effect the Company, and Buyer shall not have
                  discovered any fact or circumstance which, individually or
                  when considered together with all other matters, has, or could
                  reasonably be expected to have, a Material Adverse Effect on
                  the Company.

            4.1.6 Seller and the Company shall have obtained an appraisal report
                  in respect of the Equity Interests for Sale, which is
                  reasonably acceptable to both Seller and Buyer and have been
                  prepared and issued by an appraiser selected by Seller and
                  reasonably agreed upon by Buyer.

            4.1.7 Seller and the Company shall have delivered to Buyer the copy
                  of the Accounts.

      4.2   Each Party shall use its good-faith best efforts to satisfy and
            complete each of the Transaction Preconditions to be completed by
            such Party as soon as practicable after the execution of this
            Agreement.

      4.3   Where Seller, the Company or Buyer is aware at any time that a
            certain fact or circumstance may impede the completion of a
            Transaction Precondition, it shall promptly inform all other Parties
            of such fact or circumstance in writing.

      4.4   Seller and the Company shall forthwith notify Buyer of its receipt
            of any approval from the relevant government approval authorities on
            the transfer of the Equity Interests for Sale and the transactions
            contemplated herein. The Parties shall use their best efforts in
            attending to all necessary amendments with relevant government
            authorities in connection with the transfer of the Equity Interests
            for Sale and the transactions contemplated herein within the

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            time period prescribed by the relevant government authorities or
            applicable laws of China, including the obtaining of an approval
            certificate and a New Business License of the Company reflecting the
            result of the transfer of the Equity Interests for Sale.

      4.5   Subject to the terms and conditions of this Agreement, each of the
            Company, Seller and Buyer shall use its commercially reasonable
            efforts to take, or cause to be taken, all actions, and do, or cause
            to be done, all things necessary, proper or advisable under this
            Agreement and applicable laws and regulations to consummate the sale
            and purchase of the Equity Interests for Sale and the other
            transactions contemplated by this Agreement as soon as practicable
            after the date hereof, including (i) preparing and filing as
            promptly as practicable all documentation to effect all necessary
            applications, notices, petitions, filings, ruling requests, and
            other documents and to obtain as promptly as practicable all
            consents, waivers, licenses, orders, registrations, approvals,
            permits, rulings, authorizations and clearances necessary or
            advisable to be obtained from any third party and/or any
            governmental authority in order to consummate the sale and purchase
            of the Equity Interests for Sale and the other transactions
            contemplated by this Agreement (collectively, the "REQUIRED
            APPROVALS") and (ii) taking all commercially reasonable steps as may
            be necessary to obtain all such Required Approvals.

      4.6   During the period from the date of this Agreement to the Closing
            Date, the Company and Seller shall cause the Company to conduct
            operations only in the Ordinary Course of Business and use its
            commercially reasonable efforts to preserve intact its business
            organizations, and maintain its relationships and goodwill with
            licensors, suppliers, distributors, customers, landlords, employees,
            agents and others having business relationships with the Company.
            Notwithstanding the generality of the foregoing, Seller and the
            Company shall procure that, with effect from the date of this
            Agreement up to and including the Closing Date, the Company shall
            not, except with the written consent of Buyer (which consent should
            not be unreasonably withheld) or as otherwise specifically
            contemplated in this Agreement:

            4.6.1 Grant any severance or termination pay to any officer or
                  employee except pursuant to written agreements outstanding, or
                  policies existing, on the date hereof and unless previously
                  disclosed in writing or made available to Buyer, or adopt any
                  new severance plan or agreement or make changes in the terms
                  of employment of any of its employees.

            4.6.2 Cause or permit any of the senior management employees and key
                  technical personnel of the Company to be dismissed, resigned
                  or terminated from their employment with the Company.

            4.6.3 Sell, license or transfer to any person any intellectual
                  property right, or buy or license any intellectual property
                  right or enter into any agreement with respect to the
                  intellectual property right of any person, other than
                  agreements entered into with employees or ex-employees for the
                  transfer or assignment of any intellectual property right of
                  such employees or ex-employees in relations to their
                  employment with the Company.

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            4.6.4 Split, combine or reclassify any shares or issue or authorize
                  the issuance of any other securities in respect of, in lieu of
                  or in substitution for any shares.

            4.6.5 Purchase, redeem or otherwise acquire, directly or indirectly,
                  any shares or other equity interest in the capital of the
                  Company.

            4.6.6 Issue any shares or other equity interest in the capital of
                  the Company, or any securities convertible into shares or
                  other equity interest in the capital of the Company.

            4.6.7 Acquire or agree to acquire by merging or consolidating with,
                  or by purchasing any equity interest in or a portion of the
                  assets of, or by any other manner, any business or any
                  company, partnership, association or other business
                  organization or division thereof, or otherwise acquire or
                  agree to acquire any assets for aggregate consideration in
                  excess of US$500,000, or enter into any joint venture,
                  strategic partnership or alliance.

            4.6.8 Sell, lease, license, encumber or otherwise dispose of any
                  material properties or assets, except sales of inventory and
                  used equipment in the Ordinary Course of Business.

            4.6.9 Commence or settle any litigation the claims of which exceed
                  US$100,000.

            4.6.10 Enter into any commitment, activity or transaction (including
                  entering into any commitment to make any capital expenditure)
                  not in the Ordinary Course of Business or in any event
                  exceeding US$100,000 individually or US$500,000 in the
                  aggregate.

            4.6.11 Incur any material indebtedness for borrowed money, or
                  guarantee any such indebtedness of another person, issue or
                  sell any debt securities or options, warrants, calls or other
                  rights to acquire any debt securities of the Company, other
                  than drawdown of credit facilities granted prior to the date
                  hereof within the Ordinary Course of Business.

            4.6.12 Make any change in the nature, scope or organization of its
                  business.

            4.6.13 Make any loans or grant any credit (other than in the
                  Ordinary Course of Business and advances made to employees
                  against expenses incurred by them on its behalf).

            4.6.14 Permit any of its insurances to lapse or do anything which
                  would make any policy of insurance void or voidable.

            4.6.15 Agree in writing or otherwise to take any of the actions
                  described in 4.6.1 through 4.6.14 above.

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5.    CLOSING

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

      5.2   Seller and the Company shall, at the Closing, submit the following
            to Buyer:

            5.2.1 Copies of resolution of the board of directors of Seller and
                  the Company on the approval and authorization of its
                  execution, delivery and performance of this Agreement the
                  Joint Venture Contract and Articles of Association of the New
                  Company;

            5.2.2 An appraisal report in respect of the Equity Interests for
                  Sale prepared and issued by a qualified appraiser selected by
                  Seller and agreed upon by Buyer in China.

      5.3   Subject to the requirements of Articles 5.2, the transactions
            contemplated by this Agreement shall be effective on or subsequent
            to the Closing Date in the following sequence:

            5.3.1 The Equity Interests for Sale shall be transferred by Seller
                  to Buyer; and

            5.3.2 The Company shall be registered as a Sino-foreign
                  joint-venture enterprise (in the form of a limited liability
                  company), in which Seller shall hold 75% of the Company's
                  equity interest and Buyer shall hold 25% of the Company's
                  equity interest.

      5.4   If either Party shall fail to make a required payment on the due
            date of such payment in accordance with the terms and conditions of
            this Agreement, such Party shall pay the interest on such sum of
            money, with the interest period commencing from the due date of such
            payment to the date that the payment is actually made by the
            relevant Party. The interest assessed shall be 0.05% per day.

      5.5   Without prejudice to any other remedies available to Buyer, if in
            any respect the provisions of Article 5.2 are not complied with on
            the Closing Date the Buyer may:

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

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

            5.5.3 terminate this Agreement, and without limiting the Buyer's
                  right to claim all obligations of Seller under this Agreement,
                  Buyer shall, unless otherwise expressly stated, cease to enjoy
                  and assume all rights and liabilities hereunder, but, for the
                  avoidance of doubt, all rights

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                  and liabilities of the Parties which have accrued before
                  termination shall continue to exist.

6.    SELLER'S REPRESENTATIONS AND WARRANTIES

      Except otherwise disclosed, Seller hereby represents and warrants to
      Buyer, as of the date hereof and as of the Closing Date as though such
      representations and warranties were made at the Closing Date, all Seller's
      Representations and Warranties set forth hereunder are true, accurate and
      complete. For the sole purposes of Seller's Representations and
      Warranties, reference to the "Company" shall as of the Closing Date
      include the New Company:

      6.1   Capacity and Authority

            6.1.1 Incorporation and existence

                  Seller is a limited liability company as an independent legal
                  entity established in accordance with the laws of China.
                  Seller has been in continuous existence since its
                  establishment.

            6.1.2 Right, power, authority and action

                  (a)   Each of Seller and the Company has the right, power and
                        authority and has taken all actions necessary to execute
                        and deliver, and to exercise its rights and perform its
                        obligations under, this Agreement, the Joint Venture
                        Contract, and the Articles of Association of the New
                        Company.

                  (b)   The execution, delivery and performance by Seller and
                        the Company of this Agreement, the Joint Venture
                        Contract, and the Articles of Association of the New
                        Company and the consummation of the transactions
                        contemplated thereby will not violate, constitute a
                        default, conflict with, or give rise to any right of
                        termination, cancellation, or acceleration under any
                        agreement, note, bond, mortgage, lease, security,
                        license, permit, or other similar instrument to which a
                        Seller or the Company is a party; (ii) result in the
                        imposition of any Encumbrance on any Equity Interests
                        for Sale; (iii) violate or conflict with any relevant
                        laws; or (iv) require any consent, approval or other
                        action of, notice to, or filing with any person
                        (governmental or private), except for those that have
                        been obtained or will be obtained by the Closing Date.

                  (c)   The Company has the right, power and authority to
                        conduct its business as conducted at the date of this
                        Agreement.

      6.2   Information

            6.2.1 General

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                  All information given by, or on behalf of, Seller to Buyer,
                  its advisers or agents before or during the negotiations
                  leading to this Agreement is true, complete, accurate and not
                  misleading.

            6.2.2 This Agreement

                  The information set out in this Agreement (including the
                  Appendices) is true, complete, accurate and not misleading in
                  all material aspects.

            6.2.3 Material information

                  All information about the Equity Interests for Sale and the
                  business of the Company which might be material for disclosure
                  to a buyer of the Equity Interests for Sale has been disclosed
                  to Buyer in writing.

      6.3   The Company

            6.3.1 The Company has been duly established as a limited liability
                  company pursuant to the laws of China. The business license of
                  the Company is in full force and effect.

            6.3.2 Save for the interests of Seller, no person has any rights of
                  any nature whatsoever on, over or affecting the Company or the
                  registered capital of the Company unless otherwise disclosed.

            6.3.3 No event or omission has occurred whereby the constitution,
                  subsistence or corporate status of the Company has been or is
                  likely to be adversely affected.

            6.3.4 The Company does not have and has never had any subsidiary,
                  branch or representative office.

            6.3.5 The Company is not the legal or beneficial owner of any
                  shares, registered capital or other equity or contractual
                  interest in any other company.

      6.4   Equity Interests for Sale

            Seller is the currently the legal and beneficial owner of 95.3% of
            the equity interests of the Company, and immediately prior to the
            Closing shall be the legal and beneficial owner of 100% of the
            equity interests of the Company. There is no Encumbrance and there
            is no agreement, arrangement or obligation to create or give an
            Encumbrance, in relation to the Equity Interests for Sale or any
            part of it. No person has claimed to be entitled to an Encumbrance
            in relation to the Equity Interests for Sale or any part of it.

      6.5   Accounts

            6.5.1 General

                  (a)   The Accounts have been prepared in accordance with
                        Chinese GAAP on a consistent basis.

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                  (b)   The Accounts show a true and fair view of the assets,
                        liabilities, capital commitments and the state of
                        affairs of the Company at their respective reference
                        dates.

            6.5.2 Debts and liabilities

                  (a)   Subject to Chinese Accounting Rules, provision for bad
                        and doubtful debts and all liabilities (whether actual,
                        contingent or otherwise) and all financial commitments
                        in existence at the Accounts Date have been made in the
                        Accounts.

                  (b)   To the knowledge of the Seller, all liabilities (actual,
                        contingent or otherwise) and all financial commitments
                        of the Company have been accurately reflected and
                        disclosed in the Accounts.

            6.5.3 Provision for tax

                  The Accounts reserve in full for all Tax to which the Company
                  may become liable under Chinese law, for a period starting on
                  or before the Accounts Date. The Accounts reserve in full for
                  contingent or deferred liabilities to Tax for a period
                  starting on or before the Accounts Date.

            6.5.4 Accounting records

                  The accounting records of the Company are up-to-date, in its
                  possession or under its control and fully and accurately
                  completed in accordance with China law and applicable
                  standards, principles and practices generally accepted in
                  China.

      6.6   Changes since The Accounts Date

            Since the Accounts Date and through the date hereof, (i) the Company
            has conducted its business and operations only in the Ordinary
            Course of Business, and (ii) there has been no Material Adverse
            Effect on the Company.

      6.7   Tax

            6.7.1 General

                  (a)   The Company will pay any and all taxes in compliance
                        with the applicable laws and regulations;

                  (b)   All forms, filings, and information provided by the
                        Company to any taxing authority were timely filed and
                        were, at the time of filing and continue to be, complete
                        and accurate;

                  (c)   Except otherwise disclosed, there is no liability in
                        respect of taxation (whether actual or contingent) or
                        any liability for

                                     - 10 -
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                  interest, penalties or charges imposed in relation to any
                  taxation arising in any part of the world that is not
                  adequately disclosed or provided by the Company;

                  (d)   Except otherwise disclosed, the Company 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 Company or
                        regarding the availability of any relief from Tax or
                        duty to the Company 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 Company are agreed with the appropriate Tax
                        Authority;

            6.7.2 Value added tax

                  The Company:

                  (a)   is validly registered with the relevant Tax Authority
                        for the purposes of China value added tax laws and
                        regulations;

                  (b)   has made, given, obtained and kept up-to-date, full and
                        accurate records, invoices and documents appropriate or
                        required for the purposes of payment of value added tax
                        under Chinese laws and regulations;

                  (c)   is not in arrears with payment or returns of value added
                        tax due under Chinese laws and regulations;

                  (d)   has lodged timely claims for any refund of value added
                        tax under Chinese laws and regulations.

            6.7.3 Customs duties

                  (a)   All customs duties, charges, imposts or fees payable to
                        a Tax authority in respect of the import, export or
                        ownership of any asset (including, without limitation,
                        trading stock) or goods by the Company have been paid.

                  (b)   All plant, machinery, vehicles, equipment and raw
                        materials and consumables imported by the Company as
                        investment or required by the Company for production and
                        operation, and which were imported with funds within the
                        maximum amount of permitted registered capital of the
                        Company were imported exempt of customs duties and value
                        added tax. To the best knowledge of Seller, such
                        exemption will continue as long as the value of imports
                        fall within the maximum permitted registered capital of
                        the Company.

      6.8   Assets

            6.8.1 Title and condition

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                  (a)   Each asset acquired by the Company since the Accounts
                        Date and all assets used by the Company:

                        (i)   are legally and beneficially owned by the Company
                              free from any Encumbrance;

                        (ii)  are not the subject of any agreement for lease,
                              hire, hire purchase or sale on deferred terms;

                        (iii) where capable of possession, are in the possession
                              or under the control of the Company; and

                        (iv)  are situated in Rongcheng City, Shandong Province,
                              China.

                  (b)   The Company owns each asset necessary or desirable to
                        enable the Company to carry on its business.

      6.9   Intellectual Property

            6.9.1 Each Intellectual Property Right is:

                  (a)   valid and enforceable and nothing has been done or
                        omitted to be done by which it may cease to be valid and
                        enforceable;

                  (b)   legally and beneficially owned by, and validly granted
                        to the Company alone, free from any licence,
                        Encumbrance, restriction on use or disclosure
                        obligation, or is validly licensed to the Company in
                        China; and

                  (c)   is not, and will not be, the subject of a claim or
                        opposition from a person (including, without limitation,
                        an employee of the Company) as to title, validity,
                        enforceability, entitlement or otherwise.

      6.10  Debtors

            6.10.1 Except otherwise disclosed, no debt of the Company is overdue
                  by more than thirty (30) days or is the subject of an
                  arrangement not made in the Company's Ordinary Course of
                  Business.

            6.10.2 The Company has not released a debt shown in its accounting
                  records so that the debtor has paid or will pay less than the
                  debt's book value. Except otherwise disclosed, none of those
                  debts has been deferred, subordinated or written off or become
                  irrecoverable to any extent. Seller has no reason to believe
                  that any of those debts will fail to realize its book value in
                  the usual course of collection.

      6.11  Effect of Sale

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            6.11.1 Neither the execution nor performance of this Agreement or a
                  document to be executed at or before Closing will:

                  (a)   result in the Company losing the benefit of a permit or
                        an asset, license, grant, subsidy, right or privilege
                        which it enjoys at the date of this Agreement in any
                        jurisdiction; or

                  (d)   conflict with, or result in a breach of, or give rise to
                        an event of default under, or require the consent of a
                        person under, or enable a person to terminate, or
                        relieve a person from an obligation under, an agreement,
                        arrangement or obligation to which the Company is a
                        party or a legal or administrative requirement in any
                        jurisdiction.

      6.12  Insurance

            The Company maintains insurance coverage with reputable insurers in
            such amounts and covering such risks as are in accordance with
            normal industry practice for companies engaged in businesses similar
            to that of the Company in China.

      6.13  Property

            6.13.1 Property

                  (a)   The land use rights and premises acquired, used or
                        occupied by the Company and all the rights vested in the
                        Company relating to such land use rights and premises at
                        the date of this Agreement (the "PROPERTY") comprises
                        all the land use rights and premises acquired, used or
                        occupied by the Company and all the rights vested in the
                        Company relating to such land use rights and premises at
                        the date of this Agreement.

                  (b)   Full and accurate particulars of all land use rights
                        documents and all documents and agreements relating to
                        the use and occupation of the Property by the Company
                        (the "LAND DOCUMENTS") have been appropriately disclosed
                        and delivered to Buyer.

                  (c)   The Company does not own, hold or have any interest in
                        any allocated land use rights or granted land use rights
                        other than as disclosed to Buyer.

                  (d)   The Properties are not subject to land premiums, land
                        use fees, penalties or any other type of payment
                        whatsoever, which remains unpaid as of the date hereof,
                        or shall become otherwise due and payable as a result of
                        (i) the transactions contemplated herein; or (ii) the
                        conversion of the Company into a Sino-foreign joint
                        venture enterprise, except for those fees, expenses or
                        Taxes that would arise in the Ordinary Course of
                        Business.

                                     - 13 -
<PAGE>

            6.13.2 Exclusive right to use the Property

                  (a)   The Company has the exclusive right to use the Property.
                        There are appurtenant to the Property all rights and
                        easements necessary for its use and enjoyment by the
                        Company.

                  (e)   In respect of each Land Documents:

                        (i)   all procedures pertaining to the requirement to
                              approve or register such an agreement (where
                              necessary) have been duly effected;

                        (ii)  the Company has in all material respects observed
                              and performed all obligations (including the
                              payment of any rent or license fee) and
                              restrictions;

                        (iii) the grantor or lessor of the Property (as
                              appropriate) has not waived any obligation or
                              restriction;

                        (iv)  the land grant premium, other applicable land use
                              fees and rental payments (whether in the form of
                              advance payment or otherwise) have been paid in
                              full;

                        (v)   no extension or option for renewal has been
                              exercised and no notice requesting an extension or
                              renewal of the term of any Land Document has been
                              served or received; and

                        (vi)  there has not been any assignment, subletting,
                              parting with the possession of or transferring of
                              the Property or any part thereof or any interest
                              therein by the Company to any other person whether
                              formally or informally.

            6.13.3 Encumbrances and adverse matters

                  (a)   Except otherwise disclosed, the Property is not subject
                        to any Encumbrance and there is no person in possession
                        or occupation of or who has or may have or claims to
                        have any right or easement of any kind in respect of the
                        Property which may adversely affect the use occupation
                        and enjoyment thereof by the Company.

                  (b)   There are no disputes or outstanding or expected notices
                        (whether given by the lesser, a government authority or
                        any other person) affecting the Property.

                  (c)   There are no rights for the grantor or lessor (as
                        appropriate) to vary the terms of or to terminate the
                        Land Document

                                     - 14 -
<PAGE>

                        before its expiry and there are no circumstances which
                        would entitle or require the grantor or lessor or any
                        other person (as appropriate) to exercise any power of
                        entry or re-entry upon or to take possession of the
                        Property or which would otherwise restrict or terminate
                        the continued possession or occupation thereof or which
                        could prevent or restrict the development thereof.

                  (d)   The Company has duly performed, observed and complied
                        with and there is no subsisting breach of any agreement,
                        statutory requirement, order, building regulation or
                        other obligation affecting the Property or the use
                        thereof and no notice of any alleged breach of any of
                        the terms of the Land Documents has been served on or
                        received by the Company.

                  (e)   The Company will not (without the prior written consent
                        of Buyer, but such consent shall not be unreasonably
                        rejected) exercise or cause to be exercised, any
                        extension or option for renewal of any of the Land
                        Documents.

            6.13.4 No other adverse matters

                  There are no matters which adversely affect the value of, or
                  the use and enjoyment of the Property by the Company, and
                  there are no other facts or matters, the omission of which
                  would affect the valuation of the Property.

            6.13.5 Outstanding property liabilities

                  Save in relation to the Land Documents there is no actual or
                  contingent liability on the Company arising directly or
                  indirectly out of any agreement whatsoever relating to the
                  Property or any other property not forming part of the
                  Property, or to any interest therein.

      6.14  Environmental Matters

            The Company has not committed any breach of China legal or
            regulatory requirements for the protection of the environment or of
            human health or amenity, and has acted at all times in conformity
            with all relevant Chinese laws, regulations, codes of practice,
            guidance, notes, standards and other advisory material issued by any
            local and national governmental authority in China with regard to
            environmental protection and the protection of human health or
            amenity.

      6.15  Material Agreements

            Each Material Agreement is a legal, valid and binding obligation of
            the Company and, to the knowledge of Seller or the Company, each
            other party to such Material Agreement, enforceable against the
            Company and, to the knowledge of Seller or the Company, each such
            other party in accordance with its terms, and neither Seller nor the
            Company, or to the knowledge of Seller or

                                     - 15 -
<PAGE>

            the Company, any other party to a Material Agreement, is in material
            default or material breach or has failed to perform any material
            obligation under a Material Agreement, and there does not exist any
            event, condition or omission that would constitute such a material
            breach or material default.

      6.16  Creditors

            The Company has paid its creditors within the times agreed with
            them.

      6.17  Licenses and Statutory Compliance

            6.17.1 The Company has obtained all licenses, permits, approvals and
                  other authorizations as are necessary in order to enable it to
                  own, operate, and use all its assets and conduct its business
                  as it is currently being conducted. All such licenses,
                  permits, approvals, and authorizations are in full force and
                  effect. No violations have been recorded or alleged in respect
                  of any such licenses, permits, approvals or authorizations,
                  and no proceeding is pending or, to the knowledge of Seller,
                  threatened or contemplated with respect to the revocation or
                  limitation of the same.

            6.17.2 The Company is not in breach of any such approvals, licenses,
                  consents, permissions, authorizations and exceptions and there
                  are no factors that might in any way prejudice the
                  continuation or renewal of any of them, in whole or in part.

            6.17.3 The Company has conducted its business and its corporate
                  affairs in accordance with all applicable China laws and
                  regulations and has not done or omitted to do anything in
                  contravention or breach of any law or regulation of China or
                  elsewhere applicable to it or the business of the Company
                  which would have a material adverse effect upon the assets or
                  business of the Company.

            6.17.4 The Company has at all times carried on business in all
                  respects in accordance with, and all acts and things done or
                  performed by the Company are within the scope of business
                  specified in the Articles of Association and the business
                  license of the Company.

      6.18  Employees

            6.18.1 General

                  (a)   Except otherwise disclosed, there is no employment or
                        other contract of engagement (written or otherwise)
                        between the Company and any of its directors. Except
                        otherwise disclosed, the Company has not entered into
                        any consultancy agreements with any person currently.
                        The Company will not enter into any consultancy
                        agreements with any person before Closing Date unless it
                        gets a written approval from the Buyer in advance.

                                     - 16 -
<PAGE>

                  (b)   There is no employment contract between the Company and
                        any of its employees which cannot be terminated by three
                        months' notice or less without giving rise to a claim
                        for damages or compensation (other than economic
                        compensation under applicable Chinese laws and
                        regulations).

                  (c)   There is no employment or other contract of engagement
                        between the Company and any person which is in
                        suspension or has been terminated but is capable of
                        being revived or enforced or in respect of which the
                        Company has a continuing obligation.

                  (d)   There does not exist any waived or unpaid employee
                        compensation (including salary, bonuses, allowances, or
                        benefits) and there are no severance or pension
                        liabilities pertaining to the period prior to the
                        Closing. All recurring expenses related to severance,
                        pension, medical or other benefits which the Company
                        will incur post-transaction are reflected in the
                        management projections.

            6.18.2 Compliance with law

                  The Company has in relation to each of its employees (and, so
                  far as relevant, to each of its former employees):

                  (a)   complied with applicable PRC and local labor
                        regulations, and all other obligations imposed on it by,
                        and all orders and awards made under all regulations,
                        codes of conduct and practice, collective agreements,
                        customs and practices relevant to the relations between
                        it and its employees or any trade union or the
                        conditions of service of its employees; and

                  (b)   maintained current, adequate and suitable records
                        regarding the service of each of its employees.

            6.18.3 Trade union

                  (a)   The Company has no agreement or arrangement (binding or
                        otherwise) with any trade union or other body
                        representing its employees or any of them.

                  (b)   The Company is not involved in any industrial or trade
                        disputes or any dispute or negotiation regarding a claim
                        of material importance with any trade union or
                        association of trade unions or organization or body of
                        employees and there are no circumstances likely to give
                        rise to any such dispute.

      6.19  Liabilities

                                     - 17 -
<PAGE>

            6.19.1 Indebtedness

                  Save as may be reflected in the Accounts, the Company does not
                  have outstanding and has not agreed to create or incur loan
                  capital, borrowing or indebtedness in the nature of borrowing.

            6.19.2 Guarantees and indemnities

                  (a)   Save as disclosed in the Accounts, the Company is not a
                        party to and is not liable (including, without
                        limitation, contingently) under a guarantee, indemnity
                        or other agreement to secure or incur a financial or
                        other obligation with respect to another person's
                        obligation.

                  (b)   Except otherwise disclosed, no part of the loan capital,
                        borrowing or indebtedness in the nature of borrowing of
                        the Company is dependent on the guarantee or indemnity
                        of, or security provided by, another person.

            6.19.3 Events of default

                  No event has occurred or been alleged which:

                  (a)   constitutes an event of default, or otherwise gives rise
                        to an obligation to repay, under an agreement relating
                        to borrowing or indebtedness in the nature of borrowing;
                        or

                  (b)   will lead to an Encumbrance constituted or created in
                        connection with borrowing or indebtedness in the nature
                        of borrowing, a guarantee, an indemnity or other
                        obligation of the Company becoming enforceable (or will
                        do so with the giving of notice or lapse of time or
                        both).

            6.19.4 SAFE registration

                  All loans made to the Company by overseas entities, if any,
                  have been disclosed and have been approved by and/or
                  registered with the State Administration of Foreign Exchange
                  or its local branch in accordance with China law, and all
                  other foreign currency indebtedness of the Company has been
                  approved by and/or registered with the State Administration of
                  Foreign Exchange or its local branch to the extent required by
                  China law.

      6.20  Insolvency

            No order has been made or application for bankruptcy presented to
            the People's Court or resolution passed for the winding up of the
            Company; no distress, execution or other process has been levied on
            any of its assets; the Company has not stopped payment or become
            unable to pay its debts or become insolvent under China law and the
            Company has not applied for conciliation in order to settle its
            debts; no liquidation committee has been appointed by the Company,
            the People's Court or any other person for the

                                     - 18 -
<PAGE>

            purpose of liquidating the business or assets of the Company or any
            part thereof; no meeting of the creditors of the Company has been
            held or is in prospect; no ruling declaring the bankruptcy of the
            Company has been made and no public announcement in respect of the
            same has been pronounced by the People's Court, and there is no
            unfulfilled or unsatisfied judgment or order of the People's Court
            outstanding against it; and there has been no delay by it in the
            payment of any obligation due for payment.

      6.21  Pensions and Benefits

            Other than as otherwise expressly disclosed to Buyer, there are no
            agreements, arrangements, schemes, customs or practices (whether
            legally enforceable or not) in operation at the date of this
            Agreement for the payment of or contributions towards any provident
            fund, pensions, allowances, lump sums or other like benefits on
            retirement or on death or during periods of sickness or disablement
            for the benefit of any director or former director or employee or
            former employee of the Company or for the benefit of the dependants
            of any such persons other than pursuant to obligations prescribed by
            applicable China labor laws and regulations, nor has any proposal
            been announced to establish any such agreement or arrangement.

      6.22  Litigation and Compliance with Law

            6.22.1 Litigation

                  (a)   To the knowledge of the Seller, neither the Company nor
                        a person for whose acts or defaults the Company may be
                        vicariously liable is involved, or has during the two
                        years ending on the date of this Agreement been
                        involved, in a civil, criminal, arbitration,
                        administrative or other proceeding in any jurisdiction.
                        No civil, criminal, arbitration, administrative or other
                        proceeding in any jurisdiction is pending or threatened
                        by or against the Company or a person for whose acts or
                        defaults the Company may be vicariously liable.

                  (b)   To the best of the knowledge of Seller, information and
                        belief, no fact or circumstance exists which might give
                        rise to a civil, criminal, arbitration, administrative
                        or other proceeding in any jurisdiction involving the
                        Company or a person for whose acts or defaults the
                        Company may be vicariously liable.

                  (c)   There is no outstanding judgment, order, decree,
                        arbitral award or decision of a court, tribunal,
                        arbitrator or governmental agency in any jurisdiction
                        against the Company or a person for whose acts or
                        defaults the Company may be vicariously liable.

            6.22.2 Compliance with law

                                     - 19 -
<PAGE>

                  The Company has conducted its business and dealt with its
                  assets in all material respects in accordance with all
                  applicable PRC laws and regulations.

            6.22.3 Investigations

                  There is and has been no governmental or other investigation,
                  enquiry or disciplinary proceeding concerning the Company in
                  any jurisdiction and none is pending or threatened. To the
                  best of the knowledge of Seller, information and belief, no
                  fact or circumstance exists which might give rise to an
                  investigation, enquiry or proceeding of that type.

      6.23  Constitution

           6.23.1 The Articles of Association were duly executed and delivered
                  by the parties thereto and are legally valid, binding and
                  enforceable in accordance with their respective terms. There
                  is no circumstance which would give rise to the early
                  termination of the Articles of Association or the term of
                  operation of the Company as stated in its business license and
                  no order or petition has been made or presented.

           6.23.2 The Company is operating and has always operated its business
                  in all respects in accordance with the Articles of Association
                  and its business license.

           6.23.3 The Company is not, and will not be, liable to any fine,
                  penalty or other sanction (including any liability to the Tax
                  Authority) to make payment or repayment of any Tax as a result
                  of any breach by the Company of its obligations under this
                  Agreement.

      6.24  Brokerage or Commissions

            No one is entitled to receive from the Company any finder's fee,
            brokerage or commission in connection with this Agreement or
            anything contained in it.

      6.25  Foreign Exchange

            There is no event which would render the Company liable to any fine,
            penalty or other sanction (including revocation of its business
            license) as a result of any breach of the foreign exchange
            regulations of China.

7.    BUYER'S REPRESENTATIONS AND WARRANTIES

      7.1   Buyer hereby represents and warrants to Seller, as of the date
            hereof and as of the Closing Date as though such representations and
            warranties were made at the Closing Date, as follows:

            7.1.1 Buyer is a company duly existing under the laws of Barbados,
                  has the power and authorization necessary to execute and
                  implement

                                     - 20 -
<PAGE>

                  this Agreement, and has taken all corporate actions necessary
                  to authorize the execution of this Agreement and
                  implementation of all obligations under this Agreement,
                  including obtaining all relevant approvals from the competent
                  authorities of Buyer's country approving Buyer's purchase of
                  the Equity Interests for Sale (if such approval is required by
                  the local law).

            7.1.2 This Agreement and the Joint Venture Contract shall each
                  constitute effective and binding obligations of Buyer.
                  Compliance with the terms and conditions of this Agreement
                  will not be inconsistent with or violate any agreement or
                  contract to which Buyer is a party or any provisions of the
                  Articles of Association of Buyer, and will not be in violation
                  of any order, law or regulation, judgment or decree issued by
                  any court, governmental organization or other regulatory body
                  to which Buyer is a party or bound by, nor require Buyer or
                  any Affiliates of Buyer to obtain consent or approval from any
                  government body, supervising body or other organizations
                  (other than such bodies or organizations in China), or issue
                  notices to or register with any of the aforesaid bodies and
                  organizations;

            7.1.3 No assets or businesses of Buyer and its subsidiaries, in part
                  or in whole, have been taken over, seized, detained, frozen,
                  auctioned and sold off, etc. by relevant government
                  departments, liquidation committee or court.

            7.1.4 The Buyer has sufficient money to pay for all its obligations
                  hereunder.

8.    INDEMNIFICATION

      8.1   Seller and the Company shall give prompt notice to Buyer, and Buyer
            shall give prompt notice to Seller and the Company, of (a) the
            occurrence or non-occurrence of any event the occurrence or
            non-occurrence of which could reasonably be expected to cause any
            representation and warranty of such Party contained in this
            Agreement to be untrue or inaccurate, and (b) any failure of Seller,
            the Company or Buyer, as the case may be, to comply with or satisfy
            any covenant or agreement to be complied with or satisfied by it
            hereunder; provided however, that the delivery of any notice
            pursuant to this 8.1 shall not limit or otherwise affect the
            remedies available hereunder to the Party receiving such notice.

      8.2   If after the execution hereof and before the Closing Date, Seller
            shall have committed a breach of any of its representations and
            warranties, covenants or agreements contained herein, Seller shall
            promptly notify Buyer of such breach pursuant to Article 8.1. Upon
            receipt of such written notice from Seller, either Buyer or Seller
            may request the other Party to convene a meeting to communicate the
            facts and circumstances surrounding the breach, determine the
            materiality of the breach, and seek a mutual agreement for the
            resolution of the breach. If the Parties are able to reach an
            agreement with respect to the resolution of the breach, then the
            Parties shall proceed in accordance with such agreement and enter
            into any amendment or

                                     - 21 -
<PAGE>

            supplement to this Agreement as may be necessary. If the Parties do
            not reach an agreement with respect to the resolution of the breach,
            then the provisions of Article 8.3 shall apply.

      8.3   Unless otherwise agreed by Seller and Buyer, if Seller is in breach
            of any of its representations and warranties, covenants or
            agreements contained herein giving rise to a Buyer's Relevant Claim,
            Buyer may seek compensation from Seller for all losses, liabilities
            and damages incurred by Buyer, including but not limited to any
            relevant interest, fine, expenditure and reasonable legal expenses,
            by promptly notifying Seller of the assertion of a Relevant Claim in
            respect of which indemnity may be sought hereunder, but failure to
            give such notice shall not relieve Seller of any liability hereunder
            (unless Seller has suffered material prejudice by such failure).

      8.4   If after the Closing, Buyer discovers a breach by Seller of its
            representation and warranty, covenant or agreement contained herein,
            then Buyer may assert a Relevant Claim and seek compensation from
            Seller for all losses, liabilities and damages incurred by Seller,
            including but not limited to any relevant interest, fine, and
            expenditure.

      8.5   If this Agreement is terminated pursuant to Article 11.1 hereof,
            each Party shall take all necessary or appropriate actions to return
            the Company to the situation before the execution hereof, including
            but not limited to application to relevant PRC governmental
            authorities for the cancellation or revocation of the approvals of
            transactions contemplated hereunder.

9.    CONFIDENTIALITY

      9.1   Except as otherwise specifically provided in this Article 9.1, no
            Party shall divulge, disclose or communicate, or permit to be
            divulged, disclosed or communicated, to any unaffiliated third party
            in any manner, directly or indirectly, any Confidential Information,
            and each Party shall ensure that their respective Affiliates,
            officers, directors, employees (including, without limitation,
            individuals seconded thereto), agents and contractors (collectively
            "REPRESENTATIVES") do not divulge, disclose or communicate, or
            permit to be divulged, disclosed or communicated, to any
            unaffiliated third party in any manner, directly or indirectly, any
            Confidential Information. Confidential Information shall remain the
            exclusive and sole property of the relevant disclosing party (the
            "PROTECTED PARTY") and shall be promptly returned upon the request
            of the Protected Party.

      9.2   The Parties shall only disclose or permit to be disclosed
            Confidential Information to those of their respective
            Representatives who have a need to know such Confidential
            Information (and then shall only disclose such portion of the
            Confidential Information as is necessary) in order to consummate the
            transactions contemplated herein and to establish or conduct the
            Company's business and operations in the ordinary course. Each Party
            shall advise its Representatives of the confidentiality provisions
            hereunder, and shall be responsible to the Protected Party for any
            non-compliance by any such Representative.

                                     - 22 -
<PAGE>

      9.3   In the event that any Party, or any of its Representative is
            required by applicable law or is validly ordered by a governmental
            entity having proper jurisdiction to disclose any Confidential
            Information, the affected party shall, as soon as possible in the
            circumstances, provide the Protected Party with prompt prior written
            notice of the disclosure request or requirement, and, if requested
            by the Protected Party, shall furnish to the Protected Party an
            opinion of legal counsel that the release of all such Confidential
            Information is required by applicable law. The proposed disclosing
            party shall seek, with the reasonable cooperation of the Protected
            Party if necessary, a protective order or other appropriate remedy
            and shall exercise best efforts to obtain assurances that
            confidential treatment will be accorded to any Confidential
            Information disclosed.

      9.4   The Parties shall take all other necessary, appropriate or desirable
            actions to preserve the confidentiality of the Confidential
            Information.

10.   EXPENSES

      10.1  Unless otherwise agreed upon herein, all Parties shall bear all of
            its expenses incurred in the negotiation, preparation, execution and
            performance hereof and the documents as mentioned herein.

      10.2  Each of the Parties shall be responsible for its own Tax liability
            arising from the Transaction. In the event where Buyer or the
            Company is required to withhold Tax payable by Seller in China, the
            Parties shall agree to set-off the amount of such Tax from the
            Transaction Price payable to Seller. Buyer and Seller further agree
            that any stamp duty payable in China shall be borne by them equally.

11.   TERMINATION

      11.1  This Agreement may be terminated at any time prior to the Closing:

           11.1.1 by the mutual written consent of Buyer and Seller;

           11.1.2 by Buyer or Seller if the Closing shall not have occurred by
                  the end of the twelve-month period from the date of this
                  Agreement or such other later date as the Parties may agree in
                  writing; provided however that the right to terminate this
                  Agreement under this Article 11.1.2 shall not be available to
                  any Party whose action or failure to act has been a principal
                  cause of or resulted in the failure of the Closing to occur on
                  or before such date and such action or failure to act
                  constitutes a breach of this Agreement;

           11.1.3 by Buyer or Seller if (i) there shall be a final
                  non-appealable order of a court of competent jurisdiction in
                  effect preventing consummation of the Closing or the
                  transactions contemplated herein, or (ii) there shall be any
                  law, rule, regulation or order enacted or issued by any
                  governmental body that would make consummation of the Closing
                  illegal;

                                     - 23 -
<PAGE>

           11.1.4 by Buyer if Buyer is not in material breach of its
                  obligations under this Agreement and there has been a breach
                  of any representation and warranty, covenant or agreement of
                  Seller or regarding the Company contained in this Agreement
                  such that any of the Transaction Preconditions set forth in
                  Article 4 would not be satisfied and such breach has not been
                  cured within twenty (20) Business Days after written notice
                  thereof to Seller or the Company; provided however that no
                  cure period shall be required for a breach which by its nature
                  cannot be cured; or

           11.1.5 by Seller if Seller is not in material breach of its
                  obligations under this Agreement and there has been a breach
                  of any representation and warranty, covenant or agreement of
                  Buyer contained in this Agreement such that any of the
                  Transaction Preconditions set forth in Article 4 would not be
                  satisfied and such breach has not been cured within twenty
                  (20) Business Days after written notice thereof to Buyer;
                  provided however that no cure period shall be required for a
                  breach which by its nature cannot be cured.

      11.2  In the event of the termination of this Agreement in accordance with
            Article 11.1, nothing in this Article 11 shall be deemed to release
            any Party from any liability for any breach of any obligation under
            this Agreement prior to the termination hereof.

12.   FORCE MAJEURE

      12.1  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 disasters such as acts of
            God, earthquake, windstorm and flood, terrifying events such as war,
            terrorism, civil commotion, riot, blockade or embargo, fire,
            explosion, off-stream or strike or other labor disputes, epidemic
            and pestilence, material accident 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  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  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

                                     - 24 -
<PAGE>

            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  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.

13.   GOVERNING LAW AND DISPUTE RESOLUTION

      13.1  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.

      13.2  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 Hong Kong at
            the Hong Kong International Arbitration Center ("HKIC") in
            accordance with the arbitration rules of the HKIC (the "HKIC Rules")
            for the time being in force which rules are deemed to be
            incorporated by reference to this clause.

      13.3  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 HKIC. 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

                                     - 25 -
<PAGE>

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

      13.4  Notwithstanding any other provision of this Agreement, each Party
            acknowledges that a breach of confidentiality as provided in Article
            9 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.

14.   MISCELLANEOUS

      14.1  This Agreement is written and executed in a Chinese version and in
            an English version. 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.

      14.2  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.

      14.3  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, North Nan Shan Road, Rongcheng City,
                                     Shandong Province, PRC
                        Tel:         (86-631) 7523 205
                        Fax:         (86-631) 7523 888
                        Attn:        Zhang Jun Quan

            Buyer       Address:     Chancery House, High Street, Bridgetown,
                                     Barbados, W.I.
                        Tel:         1 (246) 431-0070
                        Fax:         1 (246) 431-0076
                        Attn:        Keisha N. Hyde

                                     - 26 -
<PAGE>
            Company     Address:    Cheng Shan Road, Rongcheng City, Shandong
                                    Province, PRC
                        Tel:         (86-631) 7523619
                        Fax:         (86-631) 7575287
                        Attn:        Liu Jin Bao

      14.4  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.

      14.5  This Agreement, together with its Appendix 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.

      14.6  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.

      14.7  No Party shall, without the prior written consent of the other
            Parties, transfer or assign any of its right hereunder.

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

      14.9  Unless already performed before the Closing or otherwise stipulated
            herein, the obligations and liabilities as specified herein shall
            continue to be effective after the Closing.

                                     - 27 -
<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.

                                      SELLER:

                                      CHENGSHAN GROUP COMPANY LIMITED

                                      By: _______________________________
                                      Name:             [-]
                                      Title:            [-]
                                      Nationality:      [-]

                                      PURCHASER:

                                      CTB (BARBADOS) INVESTMENT CO. LTD

                                      By: _______________________________
                                      Name: Harold C. Miller
                                      Title: President
                                      Nationality: USA

                                      COMPANY:

                                      RONGCHENG CHENGSHAN STEEL CORD CO., LTD.

                                      By: _______________________________
                                      Name: [-]
                                      Title: [-]
                                      Nationality: [-]

                                     - 28 -
<PAGE>

                                   APPENDIX 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"               shall mean the date of Closing

"AFFILIATE"                   shall mean, with respect to any Person, any other
                              Person controlling or controlled by or under
                              common control with such specified Person. For
                              purposes of this definition, "control" when used
                              with respect to any specified Person means the
                              power to direct the management and policies of
                              such Person, directly or indirectly, whether
                              through the ownership of shares, registered
                              capital or voting securities, by contract or
                              otherwise, and the terms "controlling" and
                              "controlled" have meanings correlative to the
                              foregoing.

"ARTICLES OF ASSOCIATION"     shall mean the Articles of Association of the
                              Company as modified from time to time;

"ARTICLES OF ASSOCIATION OF   shall mean the Articles of Association of the New
THE NEW COMPANY"              Company  signed by Seller and Buyer on the
                              execution date of this Agreement;

"BUSINESS DAY"                shall mean all days except Saturday, Sunday
                              and legal public holidays in (i) China, or (ii)
                              U.S.A.;

"CHINESE GAAP"                shall mean the general accepted accounting
                              principles applicable in China, consistently
                              applied;

"CLOSING"                     shall mean the completion of the sale and purchase
                              of the Equity Interests for Sale in accordance
                              with the terms and conditions of this Agreement;

"CLOSING DATE"                shall mean the date mutually agreed by both
                              Parties subsequent to the condition that Article
                              4.1 is satisfied;

"CONFIDENTIAL INFORMATION"    shall mean the terms of this Agreement and all
                              technical, financial, business, commercial,
                              operational and strategic information and data,
                              know-how, trade

                                     - 29 -
<PAGE>

                              secrets and any analysis, amalgamation, market
                              studies or compilation, whether written or
                              unwritten and in any format or media, concerning,
                              directly or indirectly, the business of a Party,
                              which has been delivered or furnished by a Party,
                              or any of its Representative, to another Party, or
                              any of its Representative, but shall not include
                              any information that: (a) at the time of
                              disclosure is (or thereafter becomes) generally
                              available to the public through no act of any
                              Person in violation of a confidentiality
                              obligation or applicable law; or (b) the receiving
                              Party has obtained lawfully from an independent
                              source not subject to a confidentiality
                              obligation; or (c) the receiving Party can prove
                              was known to it or to its Representatives prior to
                              the receipt of such information from the
                              disclosing Party; or (d) is independently
                              developed by the receiving Party without any
                              access to or knowledge of such information.

"ENCUMBRANCE"                 shall mean a mortgage, charge, pledge, lien,
                              option, restriction, right of first refusal, right
                              of pre-emption, third party right or interest,
                              other encumbrance or security interest of any
                              kind, or any type of preferential arrangement
                              (including, without limitation, a title transfer
                              or retention arrangement) having similar effect;

"EQUITY INTERESTS FOR SALE"   shall mean the equity interest accounting for 25%
                              of the registered capital of the Company that
                              Seller shall sell to Buyer in accordance with
                              Article 2 of this Agreement;

"EVENT"                       shall mean any event, action or omission,
                              including but not limited to collection or
                              generation of income, profit or benefit,
                              distribution, non-distribution, acquisition,
                              disposal, transfer, payment, borrowing or advance
                              payment;

"INTELLECTUAL PROPERTY RIGHT" shall mean:

                              (a)     rights in patent, trademark, service logo,
                                      registered pattern, trade name or company
                                      name, copyright, technical know-how,
                                      design and invention;

                              (b)     Rights in connection to Paragraph (a)
                                      above obtained through license;

"JOINT VENTURE CONTRACT"      shall mean the Joint Venture Contract of the New
                              Company, i.e. the joint venture contract of the
                              New Company entered into by Seller and Buyer on
                              the date of this Agreement;

                                     - 30 -
<PAGE>

"LAND DOCUMENTS"              shall have the meaning ascribed to such term
                              defined in Article 6.13 hereof;

"MATERIAL"                    shall mean, unless otherwise provided in specific
                              Articles, any event involving an amount of
                              [US$500,000] or more, or any event that has or
                              could be reasonably expected to have Material
                              Adverse Effect (defined below);

"MATERIAL ADVERSE EFFECT"     shall mean, with respect to the Company, Seller or
                              Buyer, as the case may be, any change, event,
                              violation, inaccuracy, circumstance or effect (any
                              such item, an "EFFECT") that, individually or when
                              taken together with all other Effects that have
                              occurred during the applicable measurement period
                              prior to the date of determination of the
                              occurrence of the Material Adverse Effect, is or
                              is reasonably likely to be materially adverse to
                              (i) the business, capitalization, financial
                              condition or results of operations of the Company,
                              Seller or Buyer, as the case may be, taken as a
                              whole or (ii) materially impede the ability of the
                              Company, Seller or Buyer, as the case may be, to
                              consummate the transactions contemplated by this
                              Agreement;

"MATERIAL AGREEMENTS"         shall mean any existing and effective agreements
                              involving an amount of [US$500,000] or above
                              including without limitation any loan or guarantee
                              agreements that are being performed by the Company
                              as contract party (if applicable) on the day when
                              this Agreement is signed, or any other agreements,
                              of which any default, event of default or breach
                              could reasonably be expected to invoke or trigger
                              default, event of default or breach under other
                              Material Agreements;

"NEW BUSINESS LICENSE"        The new business license of the Company as issued,
                              amended or replaced, as the case may be, by the
                              Registration Authority to indicate the Company
                              being converted into and registered as a
                              Sino-foreign equity joint venture;

"NEW COMPANY"                 shall mean the Company upon registration as a
                              Sino-foreign equity joint venture;

"ORDINARY COURSE OF BUSINESS" shall mean, with respect to any entity, the
                              ordinary course of business of such entity and its
                              subsidiaries, taken as a whole, consistent with
                              such entity's past practice;

"PERSON"                      shall mean any individual, company, legal person
                              enterprise, non-legal person enterprise, joint
                              venture,

                                     - 31 -
<PAGE>

                              partnership, wholly owned entity, unit, trust or
                              other entity or organization, including, without
                              limitation, any government or political
                              subdivision or any agency or instrumentality of a
                              government or political subdivision and other body
                              corporate or unincorporated; Person also includes
                              a reference to that Person's legal
                              representatives, assignees, successors or heirs.

"PRC" OR "CHINA"              shall mean the People's Republic of China.

"PROPERTY"                    shall have the meaning ascribed to such term
                              defined in Article 6.13 hereof;

"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 Buyer;

"RELEVANT CLAIMS"             shall mean any claims or payment requests
                              involving or concerning the breach of any
                              provision of this Agreement asserted by Buyer in
                              accordance with or based on this Agreement;

"REPRESENTATIVES"             shall have the meaning ascribed to such term in
                              Article 9.1 hereof;

"REQUIRED APPROVALS"          shall have the meaning ascribed to such term
                              defined in Article 4.5 hereof;

"SELLER'S REPRESENTATIONS AND shall mean any one of the representations or
WARRANTIES"                   warranties of Seller set forth in Article 6, and
                              "each Seller's Representations and Warranties"
                              referring to all those representations and
                              warranties;

"TAX AUTHORITIES"             refers to Chinese government, provinces,
                              municipalities and autonomous regions and other
                              authorities of finance, taxation and customs
                              administration;

"TAXES"                       shall mean all taxes, charges, withholdings and
                              levies, however denominated, that are levied by or
                              payable to the Tax Authorities (including but not
                              limited to any related fines and interests);

"TRANSACTION PRECONDITIONS"   shall mean the transaction preconditions listed in
                              Article 4, and "each Transaction Precondition"
                              shall mean all of such Transaction Preconditions;

"TRANSACTION PRICE"           shall have the meaning ascribed to such term
                              defined in Article 3.1 hereto.

                                     - 32 -