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                                                                     EXHIBIT 4.5

                     Dated the 20th day of September , 2004.

                            DF CHINA TECHNOLOGY INC.
                                 (the "Vendor")

                                       and

                              GUMPTION TRADING LTD.
                                (the "Purchaser")

                                       and

                       GUANGZHOU DRANSFIELD PAPER LIMITED
                                    ("GDPL")

                       -----------------------------------

                              DEED OF CONFIRMATION

                       -----------------------------------

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THIS DEED OF CONFIRMATION is made the 20th day of September     ,  2004

BETWEEN :-

1.    DF CHINA TECHNOLOGY INC., a company incorporated in the British Virgin
      Islands, whose shares are listed on the Nasdaq SmallCap Market and now on
      OTC Bulletin Board, whose registered office is situate at Craigmur
      Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (the
      "Vendor") of the first part;

2.    GUANGZHOU DRANSFIELD PAPER LTD., a company incorporated in The People's
      Republic of China, whose registered office is situate at Taiping
      Industrial Zone, Conghua, Guangzhou, Guangdong Province, The People's
      Republic of China ("GDPL") of the second part; and

3.    GUMPTION TRADING LIMITED, a company incorporated in the British Virgin
      Islands, whose registered office is situate at P.O. Box 3174, Road Town,
      Tortola, British Virgin Islands (the "Purchaser") of the third part

WHEREAS :-

1.    By an Agreement for the Sale and Purchase of Shares in certain
      Subsidiaries of DF China Technology Inc. and certain Assets in the PRC
      dated the 26th day of January, 2004 signed between the Vendor of the first
      part, the Purchaser of the second part and GDPL of the third part (the
      "Agreement"), the Vendor agreed to sell the Sale Shares (as defined in the
      Agreement), GDPL agreed to sell the PRC Assets (1) (as defined in the
      Agreement) and the Purchaser agreed to purchase the Sale Shares and the
      PRC Assets (1) under the terms and conditions of the Agreement.

2.    There are some uncertainties as to the liabilities of the Purchaser under
      the Agreement.

3.    The parties hereto have agreed to enter into this Deed for the purpose of
      clarifying and defining the liabilities of the Purchaser under the
      Agreement.

NOW THIS DEED WITHNESSETH as follows :-

1.    In consideration of the premises, the parties hereto hereby rectify and
      confirm the Agreement in the manner as follows :-

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      (a)   The definition of "Contingent Liabilities" on page 2 of the
            Agreement be deleted in its entirety and replaced by the
            following :-

            "Contingent Liabilities" means the liabilities incurred by the
            Vendor and the Subsidiary Companies prior to the Completion Date
            even if not disclosed in the Audited Accounts and/or the Management
            Accounts;"

      (b)   The definition of "Employees' Entitlements" on page 2 of the
            Agreement be deleted in its entirety and replaced by the
            following : -

            "Employees' Entitlements" means all liabilities of the Subsidiary
            Companies to the Existing Employees which have been or shall be
            incurred and/or payable by the Subsidiary Companies on or before the
            Completion Date, including but not limited to all salaries,
            emoluments, benefits, long service payments, severance payments, all
            contributions required to be made by the Subsidiary Companies
            pursuant to the Central Pension Scheme operated by the government of
            The People's Republic of China and any other pension scheme in
            respect of the Subsidiary Companies, and all claims and demands by
            any former employees of the Subsidiary Companies or Existing
            Employees whether under any legislation relating to employment in
            The People's Republic of China or the Employment Ordinance Cap.57 of
            the Laws of Hong Kong or any other similar legislation whether in
            Hong Kong or The People's Republic of China;"

      (c)   Clause 4.02 on page 4 of the Agreement be deleted in its entirety
            and replaced by the following :-

            "The Purchaser hereby agrees, undertakes and warrants to pay and
            discharge all claims (including but not limited to taxation claims),
            demands, liabilities, damages, costs and expenses (including all
            legal expenses reasonably incurred) in relation to or arising from
            or in connection with any and all of the Leased Back Assets. The
            Purchaser undertakes, unconditionally and irrevocably, to indemnify
            and keep GDPL indemnified on a full indemnity basis, and hold GDPL
            harmless from and against all claims (including but not limited to
            taxation claims), demands, liabilities, damages, costs and expenses
            (including all legal expenses reasonably incurred) which GDPL may
            sustain, suffer, or incur arising from or in connection with the
            Lease Back Assets. This indemnity shall remain in full force and
            effect notwithstanding Completion."

      (d)   Clause 8.01(iii) on page 8 of the Agreement be deleted in its
            entirety and replaced by the following :-

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            "Without prejudice to or limiting the generality of the foregoing
            and/or any other rights and remedies of the Vendor and GDPL
            hereunder or otherwise, in the event that the Vendor and/or GDPL is
            required to pay (i) any such costs and expenses for such removal and
            delivery aforesaid; and/or (ii) any duties, taxes, penalties and
            liabilities relating to the aforesaid PRC Assets and PRC Assets (1),
            to the government or authorities of The People's Republic of China
            and/or Hong Kong, the Purchaser hereby undertakes and warrants that
            it shall forthwith on demand of the Vendor and/or GDPL pay to the
            Vendor and/or GDPL (as the case may be) a sum equal to the same
            amount as the Vendor and/or GDPL is required to pay as aforesaid.
            This Clause shall remain in full force and effect notwithstanding
            Completion."

      (e)   Clause 9.02 on page 9 of the Agreement be deleted in its entirety
            and replaced by the following :-

            "For avoidance of doubt, notwithstanding anything contained in this
            Agreement to the contrary, the Vendor shall not be responsible for
            the Employees' Entitlements or any and all claims of wrongful
            dismissal or redundancy payment, severance payment or otherwise
            which may be brought by any Existing Employees or former employees
            against the Subsidiary Companies in respect of any period or periods
            of employment with the Subsidiary Companies before the Completion
            Date and the Purchaser undertakes, unconditionally and irrevocably,
            to indemnify and keep the Vendor indemnified on a full indemnity
            basis, and hold the Vendor harmless from and against the Employees'
            Entitlements, and the claims aforesaid and costs and expenses
            (including all legal expenses reasonably incurred) which the Vendor
            may sustain, suffer, or incur as a result of or arising out of the
            failure on the part of the Subsidiary Companies to pay the
            Employees' Entitlements or the claims aforesaid. This indemnity
            shall remain in full force and effect notwithstanding Completion."

      (f)   Clause 9.04 on page 9 of the Agreement be deleted in its entirety
            and replaced by the following :-

            "Notwithstanding anything contained herein, the Purchaser
            undertakes, unconditionally and irrevocably, to indemnify and keep
            the Vendor indemnified on a full indemnity basis, and hold the
            Vendor harmless from and against all claims (including but not
            limited to taxation claims), demands, liabilities, damages, costs
            and expenses (including all legal expenses reasonably incurred)
            which the Vendor may sustain, suffer, or incur arising from or in
            connection with the Subsidiary Companies and/or its/their business
            activities or operations. This indemnity shall remain in full force
            and effect notwithstanding Completion."

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      (g)   The following shall be added as Clause 9.06 :-

            "The Purchaser hereby represents, warrants and undertakes that the
            Purchaser will on demand of the Vendor forthwith pay and discharge
            any and all liabilities of the Vendor incurred by the Vendor prior
            to Completion (whether actual or contingent). For the avoidance of
            doubt, the Purchaser shall have no claim or any recourse against the
            Vendor in respect of any payment or discharge of any liability of
            the Vendor aforesaid. This Clause shall remain in full force and
            effect notwithstanding Completion."

2.    Save as varied or rectified as aforesaid, the Vendor, GDPL and the
      Purchaser hereby agree and declare that the terms and conditions of the
      Agreement in so far as the same are still subsisting and capable of taking
      effect shall remain in full force and effect and all the provisions
      covenants and terms contained, incorporated and/or implied therein shall
      in all respect continue to be binding on the Vendor, GDPL and the
      Purchaser (as the case may be).

3.    The parties hereto hereby agree and declare that this Deed shall operate
      to take effect as from the date of the Agreement.

4.    It is expressly declared and agreed that nothing herein shall prejudice or
      affect the rights of the parties in respect of any antecedent breach which
      might have been committed by the other party or parties prior to the
      execution of this Deed and it is hereby further declared that all such
      rights shall be enforceable by any party under the Agreement (as amended
      by this Deed).

5.    This Deed shall be governed by and construed in accordance with the laws
      of Hong Kong and the parties hereto hereby irrevocably submit to the
      non-exclusive jurisdiction of the Courts of Hong Kong.

      IN WITNESS whereof the parties hereto have executed this Deed the day and
year first above written.

SEALED with the Common Seal of the                )
Vendor and signed by Dr. Fan Di, its director     )
duly authorized by the board, in the presence     )
of :-                                             )

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SEALED with the Common Seal of GDPL               )
and signed by Zhou Li Yang, its director, duly    )
authorized by the board, in the presence of :-    )

SEALED with the Common Seal of the                )
Purchaser and signed by Li Yang, its director     )
duly authorized by the board, in the presence     )
of :-                                             )

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