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                                                                     EXHIBIT 4.3

                             JOINT VENTURE AGREEMENT

                                     Between

                           DSG International Limited,

                             Mitsubishi Corporation,

                                       And

                      Japan Absorbent Technology Institute

                                February 10, 2003

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CONTENTS

                                                                            Page
                                                                            ----

ARTICLE  1  : Definition                                                      2

ARTICLE  2  : Representation and Warranties                                   3

ARTICLE  3  : Establishment of New Companies                                  3

ARTICLE  4  : Issue of Shares                                                 5

ARTICLE  5  : General Meeting of Shareholders                                 5

ARTICLE  6  : Board of Directors                                              7

ARTICLE  7  : Transfer of Shares                                              9

ARTICLE  8  : Financing                                                      11

ARTICLE  9  : Remittance of Dividends                                        12

ARTICLE 10  : Accounting                                                     13

ARTICLE 11  : Auditors                                                       13

ARTICLE 12  : License                                                        14

ARTICLE 13  : Supply of Raw Materials                                        14

ARTICLE 14  : Sales of Products                                              14

ARTICLE 15  : Governmental Approval and Term                                 15

ARTICLE 16  : Termination                                                    15

ARTICLE 17  : Notice                                                         18

ARTICLE 18  : Governing Law                                                  19

ARTICLE 19  : Language                                                       19

ARTICLE 20  : Non-Assignment                                                 19

ARTICLE 21  : Entire Agreement                                               19

ARTICLE 22  : Settlement of Dispute                                          19

ARTICLE 23  : Secrecy Provisions                                             20

ARTICLE 24  : Priority of Joint Venture Agreement                            20

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                             JOINT VENTURE AGREEMENT

This Agreement, made and entered into this 10th day of February, 2003, by and
between Japan Absorbent Technology Institute, a corporation duly organized and
existing under the laws of Japan and having its principal place of business at
26-5, Nihonbashi-hamacho 2-chome, Chuo-ku, Tokyo, Japan (herein after called
"JATI"), MITSUBISHI CORPORATION, a corporation duly organized and existing under
the laws of Japan and having its principal place of business at 6-3, Marunouchi
2-chome, Chiyoda ku, Tokyo, Japan (hereinafter called "MC", MC and JATI
hereinafter sometimes collectively called the "Japanese Shareholders"), and DSG
International Limited., a corporation duly organized and existing under the laws
of British Virgin Islands and having its principal executive office at 17th
Floor, Watson Centre, Kung Yip Street, Kwai Chung, Hong Kong (hereinafter called
"DSG"),

                                   WITNESSETH:

WHEREAS, JATI has developed and owns certain valuable and proprietary patents,
and related technical information, trademarks, and other intellectual property
rights, for the manufacture of the Products (as hereinafter defined),

WHEREAS, MC has received a license under the Patents (hereinafter defined) and
Technical Information (as hereinafter defined) from JATI and has granted such a
license to DSG, and desires to sell raw materials for the Products as a supplier
and to purchase and sell a certain quantity of the Products manufactured by
SSC (as hereinafter defined).

WHEREAS, DSG is engaged in manufacture of absorbent products such as disposable
baby and incontinent diapers, feminine hygiene products and the like, in Hong
Kong, China and other areas, and desires to manufacture the End Products (as
hereinafter defined) by using the Products, and

WHEREAS, the parties hereto (hereinafter individually called the "Party", and
hereinafter collectively called the "Parties") desire (a) to establish a new
company under the laws of British Virgin Island as a holding company
(hereinafter called "SHC"), (b) to cause SHC to issue such number of shares to
the Parties so that they will hold shares in SHC in the ratio stated in Article
3.01 hereof, and (c) to cause SHC to invest in and establish (i) a new company
under the laws of People's Republic of China as a production company in
Waigaoqiao Free Trade Zone, People's Republic of China in order to manufacture
the Products (hereinafter called "SSC") and (ii) a new company under the laws
of Macau as a

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marketing company in Macau in order to sell the Products (hereinafter called
"SMC").

NOW THEREFORE, it is agreed by all the Parties as hereinafter set forth:

ARTICLE 1. Definition

Whenever used in this Agreement, unless otherwise clearly indicated in the
context, the following terms shall have only the meanings as defined in this
Article 1:

1.01 "End Products" means absorbent products such as disposable baby and
     incontinent diapers and feminine hygiene products into which the Products
     are incorporated.

1.02 "New Companies" means SHC, SSC and SMC.

1.03 "Patents" shall mean the China Patents and the Other Patents. "China
     Patents" means Chinese application for invention No.97181473.2, and other
     related Chinese applications and their counterparts in Hong Kong that have
     been or will be filed, and any patents to issue upon any such patent
     application and divisions, continuations, continuations-in-part, or
     reissues of any of the foregoing, now owned by JATI, or other patents
     subsequently acquired by JATI or under which JATI has royalty-free
     sublicensing rights, which patents would be infringed by the manufacture,
     use or sale of the Products or the End Products if their manufacture, use
     or sales in the Territory (as hereinafter defined) were not authorized.
     "Other Patents" shall mean any patents of JATI relating to the technology
     that would be infringed by DSG or MC's distribution, use, or sale of the
     End Products anywhere in the world if DSG or MC's distribution, use, and
     sale of the End Products were not authorized.

1.04 "Products" means certain highly absorbent sheet materials for use in
     absorbent products such as disposable baby and incontinent diapers,
     feminine hygiene products and the like, as covered by the Patents.

1.05 "Technical Information" means confidential technical information and
     know-how JATI has acquired as a result of scientific research, practical
     experience, and otherwise that is reasonably related to the practice of the
     Patents for the manufacture and use of the Products and the End Products.

1.06 "Territory" means the Exclusive Territory and the Nonexclusive Territory.
     "Exclusive Territory" means the People's Republic of China and Hong Kong.
     "Nonexclusive Territory" means Australia, Brunei, India, Indonesia, the
     Republic of Korea, Malaysia,

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     New Zealand, the Philippines, Singapore, Taiwan, Thailand, and Vietnam.

ARTICLE 2. Representation and Warranties,

2.01 DSG represents and warrants to the other Parties as follows:

          (a)  DSG is a duly organized corporation existing in good standing
               under the laws of British Virgin Island.
          (b)  The making and performance of this Agreement are within DSG's
               corporate powers, have been duly authorized by all necessary
               corporate actions of DSG and do not contravene any provisions of
               law or of the Articles of Association of DSG or of any contract
               binding on DSG.

2.02 JATI represents and warrants to the other Parties as follows:

          (a)  JATI is a duly organized corporation existing in good standing
               under the laws of Japan.
          (b)  The making and performance of this Agreement are within JATI's
               corporate powers, have been duly authorized by all necessary
               corporate actions of JATI and do not contravene any provisions of
               law or of the Articles of Association of JATI or of any contract
               binding on JATI.

2.03 MC represents and warrants to the other Parties as follows:-

          (a)  MC is a duly organized corporation existing in good standing
               under the laws of Japan.
          (b)  The making and performance of this Agreement are within MC's
               corporate powers, have been duly authorized by all necessary
               corporate actions of MC and do not contravene any provisions of
               law or of the Articles of Association of MC or of any contract
               binding on MC.

ARTICLE 3. Establishment of New Companies

3.01 Establishment of SHC Within one (1) month after the execution of this
     Agreement, subject to necessary approval of the Governments of British
     Virgin Island, the Parties shall establish SHC in accordance with the
     provisions of this Agreement and following conditions:

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          (a)  The name of SHC shall be "Shuiling Holding Company Limited", or
               such other name as may be mutually agreed upon by the Parties.
          (b)  The primary objects of SHC shall be holding all shares of SSC and
               SMC to control and manage these two companies.
          (c)  The Principal office of SHC shall be located at [Address at Hong
               Kong].
          (d)  The authorized capital of SHC at the time of establishment shall
               be five million US Dollars (US$ 5,000,000), divided into five
               million (5,000,000) ordinary shares with par value of one US
               Dollar (US$1.00) each.
          (e)  The Memorandum of Association and the Article of Association of
               SHC shall be substantially in the form and substance as EXHIBITs
               A and B attached hereto respectively.

3.02 Establishment of SSC Immediately after the establishment of SHC, the
     Parties shall cause SHC to begin the procedure of establishing SSC in
     accordance with the laws of Peoples Republic of China (PRC), the provisions
     of this Agreement and following conditions:

          (a)  The name of SSC shall be ("Shanghai DSG MegaThin Company
               Limited"), or such other name as may be mutually agreed upon by
               the Parties.
          (b)  The primary objects of SSC shall be to manufacture and sell the
               Products.
          (c)  The registered office of SSC shall be located at [Address at
               People's Republic of China]. (The location of the land at
               Waiguoqiao)
          (d)  The registered capital of SSC at the time of establishment shall
               be five million US Dollars (US$ 5,000,000).
          (e)  The Memorandum and Article of Association of SSC shall be
               substantially in the form and substance as EXHIBITs C and D
               attached hereto.

3.03 Establishment of SMC After the establishment of SHC, the Parties shall
     cause SHC to begin the procedure of establishing SMC in accordance with the
     laws of Macau, Special Administration Region (SAR), the provisions of this
     Agreement and following

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     conditions:

          (a)  The name of SMC shall be "Shuiling (Macau) Company Limited", or
               such other name as may be mutually agreed upon by the Parties.
          (b)  The primary objects of SMC shall be to market and sell the
               Products.
          (c)  The registered office of SMC shall be located at Macau.
          (d)  The authorized capital of SMC at the time of establishment shall
               be one thousand US Dollars (US$ 1,000), divided into one thousand
               (1,000) ordinary shares with par value of one US Dollar (US$1.00)
               each.
          (e)  The Memorandum of Association and the Article of Association of
               SMC shall be substantially in the form and substance as EXHIBITs
               E and F attached hereto respectively.

ARTICLE 4. Issue of Shares

4.01 Issue of Shares Immediately after the establishment of the SHC, SHC shall
     issue five million (5,000,000) ordinary shares, and each of the Parties
     shall subscribe and pay fully in cash for such shares at par in the
     following ratio:

Name   Ratio   Number of Shares
----   -----   ----------------
JATI   :  5%         250,000
MC     : 20%       1,000,000
DSG    : 75%       3,750,000

4.02 Additional Shares In the event the issued share capital of SHC is increased
     from time to time, each of the Parties shall have the obligation to
     subscribe and pay -in full for such new shares in proportion to the ratio
     of its then shareholding.

ARTICLE 5. General Meeting of Shareholders

5.01 Annual General Meeting An ordinary general meeting of shareholders shall be
     held within six (6) months after the end of each accounting period of SHC.

5.02 Extraordinary General Meeting An extraordinary general meeting of
     shareholders may be convened by the request of any shareholder when it is
     deemed necessary or appropriate.

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5.03 Notice of General Meeting Prior written notice of all general meetings of
     shareholders shall be sent to all shareholders at least twenty one (21)
     days before the meeting, specifying the time and place of the meeting and
     indicating all matters to be considered thereat, together with copies for
     reports, studies and any other data relating thereto, provided, however,
     that notice may be waived by the written consent of all the shareholders of
     SHC.

5.04 Quorum The quorum for all general meetings of shareholders shall be two (2)
     shareholders representing not less than fifty one percent (51%) of then
     issued and outstanding shares.

5.05 Vote At any general meeting of shareholders, any shareholder may attend and
     vote in person or by proxy appointed by an instrument in writing. Each
     shareholder shall be entitled to one vote for each share owned by it.

5.06 Chairman DSG shall appoint the chairman of the general meeting of
     shareholders. The chairman of the general meeting shall not be entitled to
     a second or casting vote.

5.07 Resolution Unless prohibited by any applicable law, to approve the
     following types of resolutions, the affirmative vote of not less than
     eighty percent (80%) of the issued and outstanding shares of SHC shall be
     required:

     (a)  Amendment, addition, change, modification or deletion of any portion
          of the Memorandum of Association or Articles of Association of the New
          Companies;
     (b)  Increase or decrease in capital of the New Companies, including
          issuance of shares with any preference;
     (c)  Any merger, acquisition of all or substantially all of the assets of
          the New Companies by the third party, or any transaction with a
          similar effect;
     (d)  Sales, lease, transfer, mortgage, charge, pledge, encumbrance or any
          other disposal of all or a substantial part of the shares, assets or
          business of the New Companies;
     (e)  Any other action for which a special or extraordinary resolution is
          required to

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          be passed under the laws of British Virgin Island with respect to SHC.

     (f)  Transaction between the New Companies and any shareholder of the New
          Companies or any person, firm or company that controls, is controlled
          by, or is under common control of any shareholder of the New
          Companies, with not less than the transaction amount US$5,000,000.-;
     (g)  Issuance of debentures, bonds or any other debt securities by the New
          Companies;
     (h)  Guarantee for the obligation or indebtedness of any person, firm or
          company by the New Companies;

     To approve any of the following types of resolutions with respect to the
     New Companies, a unanimous vote of the issued and outstanding shares shall
     be required:

     (a)  Liquidation or dissolution;

ARTICLE 6. Board of Directors

6.01 Directors The Board of Directors of SHC shall consist of four (4) members,
     three (3) of whom shall be nominated and may be removed by DSG and the
     remaining one (1) shall be nominated and may be removed by MC

     If for any reason there is a vacancy in any office of the directors, such
     vacancy shall be filled solely by nomination by the party who nominated the
     director whose absence creates such vacancy to be filled.

6.02 Remuneration No director shall be entitled to receive any remuneration for
     his services from the New Companies except actual expenses for attending
     the meeting of the Board of Directors, provided, however, that nothing
     herein contained shall preclude any director from serving the New Companies
     in any other capacity and receiving remuneration therefor.

6.03 Board of Directors The directors may meet together for the dispatch of
     business, adjourn and otherwise regulate the meetings of the Board of
     Directors as they think fit. A director may at any time, and the secretary
     of the New Companies, who shall be

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     nominated by DSG, (hereinafter referred to as the "Secretary") shall, on
     the request of a director, convene a meeting of the Board of Directors.

6.04 Notice of Board of Directors Prior written notice of meetings of the Board
     of Directors shall be sent to all directors at least seven (7) days before
     the meeting, specifying the time and place of the meeting and indicating
     all matters to be considered thereat, together with copies of reports,
     studies and any other data relating thereto, provided, however, that notice
     may be waived by the unanimous consent of all directors in writing.

6.05 Quorum The quorum for all meetings of the Board of Directors shall be three
     (3).

6.06 Votes

     (a)  Each director shall have one vote.

          In lieu of a validly constituted meeting as above described, unless
          prohibited under the applicable laws or regulations, any resolution of
          the Board of Directors shall be considered to have been validly passed
          if consented in writing by at least three directors of the Board.

     (b)  Unless prohibited in any applicable law or regulation, the party may
          by prior notice in writing SHC to nominate and appoint any person to
          act as alternate director for a director, whom the party has
          nominated, in the event of his absence. The alternate director shall
          be granted full power and authority to act as director in meeting of
          the Board of Directors.

6.07 Managing Director The Managing Director shall be appointed from among the
     directors nominated by DSG and shall act as the chairman of the meeting of
     the Board of Directors. In the event of his absence from the meeting of the
     Board of Directors, DSG shall appoint one director from the Board of
     Directors to act as the chairman of the meeting. The chairman shall not
     have a second or casting vote in the event of a tie at any meeting of the
     Board of Directors.

     Unless otherwise provided for in any other provisions of this Agreement,
     the Memorandum of Association or the Articles of Association of the New
     Companies, the Managing Director shall have the general power and authority
     to manage and control all business and affairs of the New Companies except
     for those matters stipulated in Article 6.08 below.

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     In the event the shareholding ratio of SHC mentioned in Article 4.01 is
     changed due to additional shares mentioned in Article 4.02 and the transfer
     of shares stipulated in Article 7.01 and 7.02, the number of directors whom
     each party hereto shall be entitled to nominate shall be revised according
     to the new shareholding ratio.

6.08. Resultions

     The duty, power and authority of the Board of Directors shall be provided
     in the Memorandum of Association and Articles of Association.

ARTICLE 7. Transfer of Shares

7.01 Restriction on Transfer of Shares For three (3) years from the date of the
     establishment of the New Companies, no Party may sell, transfer, assign,
     hypothecate, encumber, pledge or otherwise dispose of all or any part of
     its shares in SHC without the prior written consent of all the other
     Parties. To avoid any doubt, this Article shall not prohibit any
     substantial change in the ownership of any Party, whether by merger or
     sales of stock. Notwithstanding the foregoing, each Party (in this Article
     7.01, called the "Asset Seller") may transfer all (not a part) of its
     shares in SHC to any third party (in this Article 7.01, called the "Asset
     Purchaser") when the Asset Seller sells all or substantial part of its
     assets to the Asset Purchaser, on condition that the Asset Purchaser
     informs the Parties in written form of its consent to assume all
     obligations of the Asset Seller under this Agreement and any agreement
     mentioned herein.

7.02 First Right of Refusal

     (a)  In the event that any of the Parties desires to sell, transfer,
          assign, hypothecate, encumber, pledge or otherwise dispose of all or
          any part of its shares in SHC to any third party(s), such Party (in
          Article 7.02 and 7.03 called the "Transferor") shall first offer in
          writing to sell such shares to each of the other Parties (in this
          Article 7, called the "Offerees") in proportion to the ratio of its
          then shareholding in the New Companies or to sell such shares to the
          other Offeree if any one of the Offerees has declined the said offer.
          The offer made by Transferor to each of the Offerees must be accepted
          in full and not just to a part of the shares so offered to it.

     (b)  In the event that the Offerees do not give to the Transferor written
          notice, within sixty (60) days from the date of the offer of its or
          their desire to purchase the

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          shares so offered, the said offer shall deem to have been declined.

     (c)  In the event that either or both of the other Offerees give to the
          Transferor written notice, within sixty (60) days from the date of the
          offer, of its or their desire to purchase the shares so offered but
          the Transferor and such Offeree or Offerees (hereinafter referred to
          as the "Price Disagreeing Offeree") are unable to agree upon a
          purchase price within thirty (30) days from the date of such notice,
          then the book value of the shares on the basis of the financial
          condition of SHC on the last day of the calendar month immediately
          preceding the date of the said notice as determined by the firm of
          independent certified public accountants then employed to audit the
          books and accounts of SHC shall be determined as a suggested purchase
          price (the "Suggested Price"). Within thiry (30) days from the date of
          the determination of the Suggested Price, the Price Disagreeing Party
          or Price Disagreeing Parties shall give to the Transferor the notice
          of whether it or they agree or decline to purchase the offered shares
          at such Suggested Price.

     (d)  In the event that either or both of the Price Disagreeing Parties do
          not give such notice to the Transferor within thirty (30) days from
          the date of the determination of the Suggested Price, the Price
          Disagreeing Party or Price Disagreeing Parties shall be deemed to have
          declined to purchase the offered shares at the Suggested Price.

   The offer made by Transferor to each of the Offerees must be accepted in full
   not a part of the shares offered. If either of the Offerees, decline the
   offer or does not make cash payment in full within thirty (30) days from the
   date of the agreement as to the purchase price, then the Transferor shall
   offer those shares to the other Offerees.

7.03 Transfer to Third Party

     (a)  If all the shares which the Transferor desires to sell are not
          purchased after the procedures mentioned in the preceding provisions
          of this Article 7.02 have been taken, the Transferor may sell,
          transfer, assign, hypothecate, encumber, pledge or otherwise dispose
          of all or any part of such shares to any third party(s); provided,
          however, that, in case of sale, the price shall not be less than
          (I) the price which Transferor and any of the Offerees agreed upon or
          (II) Suggested Price as determined pursuant to Article 7.02.

     (b)  In case the Transferor should be unable so to dispose of all or a part
          of such shares

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          to any third party(s) within three (3) months after the other parties
          have declined to purchase them, then the Transferor shall no longer be
          free so to dispose of the shares without again following the
          procedures set out in the preceding provisions of this Article 7.

     (c)  In the event that (i) any Offeree, whose shareholding ratio in SHC is
          less than fifty percent (50%) (hereinafter called the "Minority
          Shareholder"), declines (or is deemed to decline) the offer mentioned
          in the Article 7.02 and (ii) the Transferor sells all or part of such
          shares in SHC to any third party (hereinafter referred to as the
          "Possible Purchaser" and this transaction shall be hereinafter
          referred to as the "Proposed Transfer"), then the Minority
          Shareholders shall have the right to require the Transferor, prior to
          the Proposed Transfer, offer to sell the Minority Shareholders' shares
          in SHC in addition to those owned by the Proposed Transferor at the
          same price and on the same terms as set forth in the Proposed
          Transfer.

7.04 Transfer to Subsidiaries Notwithstanding any of the provisions of this
     Article 7; Any of the Parties may sell or transfer all or any part of its
     shares in SHC to its wholly owned subsidiary(s), provided, however, that no
     such sale or transfer shall relieve such transferor of its obligations
     hereunder.

ARTICLE 8. Financing

8.01 Self Financing All necessary funds for the operations and activities of the
     New Companies which cannot be covered by the subscribed and paid up capital
     shall be secured by the New Companies by means of procuring loan(s) from
     independent sources and/or issuing bond(s), debenture(s) or other debt
     securities.

8.02 Financial Obligation, If the New Companies cannot secure such necessary
     funds by itself, all the Parties shall, subject to necessary internal
     approval of them, procure such funds for the New Companies in proportion to
     the ratio of their then respective shareholdings in SHC by way of making
     direct loan(s) to the New Companies, guaranteeing or furnishing collateral
     to banking institutions (hereinafter called the "Lender") for the benefit
     of the New Companies or rendering other appropriate financial assistance to
     the New Companies.

8.03 Maximum Financial Obligations of Shareholders In any event, the total
     amount of financial obligations (including payment for shares provided in
     Article 4.01) of the

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     Parties shall not exceed the amount as follows (hereinafter referred to as
     the "Maximum Financial Obligations")
     JATI  : US$ 1,350,000.-
     MC    : US$ 5,400,000.-
     DSG   : US$20,250,000.-
     TOTAL : US$27,000,000.-

     In the event that JATI is unable to meet its financial obligations
     (excluding payment for shares provided in Article 4.01) in terms of
     providing security, collateral, guarantee and financial assistance for the
     New Companies, MC, subject to its necessary internal approval, undertakes
     to assume the financial obligations of JATI.

     In the event that the maximum financial obligation is exceeded, each
     parties shall decide individually whether or not to increase additional
     financial arrangement for the New Company.

8.04 Assumption of the Obligation of Financial Assistance Upon completion of a
     Party's (hereinafter called the "Purchasing Party") purchase of all of the
     shares of SHC held by another Party (hereinafter called the "Selling
     Party"), the Purchasing Party shall irrevocably and unconditionally assume
     and agree to perform, in due course and without any delay, all the
     financial obligations of the Selling Party under, or being provided
     pursuant to, Article 8.02 at the time of the sale and purchase of such
     shares. The Selling Party shall be released and discharged from the
     financial obligations; provided, however, that, in the event that the
     Lenders do not grant their consent to the release and discharge of the
     financial obligations of the Selling Party, the Purchasing Party shall
     guarantee all such obligations of the Selling Party and indemnify and hold
     harmless the Selling Party from all the losses, damages and costs incurred
     by the Selling Party in connection with the financial obligations.

ARTICLE 9. Remittance of Dividends

9.01 Dividends SHC shall remit dividends in U.S. Dollars, if any, declared at
     the general meeting of shareholders to each of the shareholders of SHC
     within forty-five (45) days after its resolution for payment of such
     dividends. SHC has intention to provide at least 20% of all consolidated
     accumulated surplus earnings of the New Company to shareholder, and the
     Board of Directors of the New Company will decide whether or not SHC is in
     a position to provide such cash distribution. SSC and SMC shall remit

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     dividends, if any, to SHC within thirty (30) days after its resolution for
     payment of such dividends.

9.02 Approval The New Companies shall take all necessary steps at their own
     expenses to obtain any legal or official approval(s) required for the
     payment of dividends.

9.03 Withholding Tax In the event that it is required to deduct withholding tax
     from dividends payable to the Parties or SHC under the laws of the country
     of the New Company paying the dividend, the New Companies shall furnish to
     such Parties official tax receipts or other evidence issued by the tax
     authorities of the country sufficient to enable the Parties or SHC to
     establish payment of such withholding tax in support of a claim for tax
     credit, if any, in the country of the Parties or SHC.

ARTICLE 10. Accounting

10.01 Accounting Period The accounting period of the New Companies shall
     commence on the 1st day of January and end on the 31st day of December in
     each year.

10.02 Accounting Record The New Companies shall keep true and correct accounting
     records and books with regard to all of its operations and activities. Each
     of the Parties shall have the right to inspect, during any business hours
     of the New Companies, such records and books by itself or its authorized
     representative at its expense without interrupting the normal operations
     and activities of the New Companies.

10.03 Accounting Report Each of the New Companies shall furnish audited
     financial report as of the end of each accounting period to all the Parties
     within one hundred twenty (120) days after the end of such accounting
     period. Such financial report must be certified by the firm of independent
     certified public accountants appointed at the Annual General Meeting.

ARTICLE 11. Auditors

11.01 Auditors All New Companies shall have one auditor who shall be nominated
     in the first year to appoint the current existing DSG's auditor.

11.02 Vacancy of Auditors If for any reason there occurs a vacancy in the office
     of auditor, such vacancy shall be filled solely by nomination by the Party
     or Parties who have

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     nominated the auditor whose absence creates the vacancy to be filled.

ARTICLE 12. License

12.01 License Agreement MC has granted to DSG a license to manufacture, use and
     sell the Products in Hong Kong and People's Republic of China. For this
     purpose, a separate "License agreement" has been executed between MC and
     DSG, the genuine copy of which is attached hereto as EXHIBIT G and all the
     rights and obligations of DSG under the License Agreement shall be
     transferred to SHC and a corresponding license agreement between SHC (as
     licenser) and SSC (as licensee) shall be executed when SSC is duly
     established by SHC."

ARTICLE 13. Supply of Raw Materials

13.01 Materials Supply Agreement MC shall have the right to supply super
     absorbent polymer (SAP), to SSC with competitive quality, quantity, price,
     service and free of patent infringement. For this purpose, separate
     "purchase agreement of raw materials" shall be executed between MC and SSC
     substantially in the form and substance as EXHIBIT H attached hereto
     respectively.

ARTICLE 14. Sale of Products

14.01 Sales Agreement between SSC and SMC Each Party agrees that SSC shall
     appoint SMC as Marketing and Selling Agent for the Products for all
     territories except the People's Republic of China. For this purpose, a
     separate "Sales Agreement A" shall be executed between SSC and SMC
     substantially in the form and substance as EXHIBIT I attached hereto.

14.02 Sales of the Products Each party agrees that the Products manufactured by
     SSC and then purchased by SMC from SSC (hereinafter called the "Sales
     Products") are sold to the customers by DSG and MC as sales agent for sales
     of the Products. For this purpose, a separate "Sales agreement B" shall be
     executed between SMC and DSG substantially in the form and substance as
     EXHIBIT J attached hereto, and a separate "Sales Agreement C" shall be
     executed between SMC and MC substantially in the form and substance as
     EXHIBIT K attached hereto.

     And, Each Party agree that DSG have the right to purchase up to thirty
     percent (30%) of the total production volume of SSC at Standard Costs Plus
     (hereinafter defined) and

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     for the rest of production volume Sales Products shall be sold to DSG and
     MC, and others at market price basis.

14.03 Standard Costs Plus For the purpose of the purchase by DSG referred in
     14.02 above, the Standard Costs Plus is defined as the costs of production
     including costs of raw materials, packaging, labour, production overheads
     and depreciation plus five percent 5% or a differently percentage number
     mutually agreed upon by all parties.

ARTICLE 15. Governmental Approval and Term

15.01 Term This Agreement shall become effective from the execution hereof,
     subject to any necessary approvals of the Governments of British Virgin
     Island, the PRC and Japan and shall continue for a period of [twenty (20)
     years] commencing on the date hereof. The term shall be automatically
     extended for [one (1) years] and thereafter for the same period
     successively, unless any party gives to the other written notice of
     termination at least three (3) months prior to the expiration of the
     original term or any such extension thereof.

15.02 Governmental Approval If all necessary approvals of the Governments of
     British Virgin Island and the People's Republic of China are not obtained
     within six (6) months from the date hereof, this Agreement shall cease to
     have effect and no party shall have any claim whatsoever against the other
     Party.

ARTICLE 16. Termination

16.01 Event of Termination If one or more of the following events occur with
     regard to any Party (hereinafter called the "Insolvent Party"), any of the
     other Parties (hereinafter individually called the "Non-Insolvent Parties"
     and collectively called the "Non-Insolvent Parties") may, notwithstanding
     the provisions of Article 15.01 hereof, terminate this Agreement by given
     written notice to all the other parties:

     (a)  Appointment of a trustee or a receiver for all or any part of the
          assets of the Insolvent Party;

     (b)  A petition in bankruptcy or insolvency by or against the Insolvent
          Party;

     (c)  Assignment of a substantial part of the assets of the Insolvent Party
          for the

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<PAGE>

          benefit of creditors other than lender (banks or any financing
          institution) as part of ordinary course of business;

     (d)  Attachment of a substantial part of the assets of the Insolvent Party
          other than lender (banks or any financing institution) as part of
          ordinary course of business;

     (e)  Expropriation or nationalization of a substantial part of the assets
          of the Insolvent Party;

     (f)  Dissolution or liquidation of the Insolvent Party; or

     (g)  Default of its obligations hereunder failing to remedy such default
          within a period of sixty (60) days after receiving written
          notification of such default from any of the other parties. In this
          case, the right of termination shall be exercisable within fourteen
          (14) days after the expiration of such sixty (60) days period.

16.02 Notification of Insolvency The Insolvent Party shall notify the other
     Parties immediately in writing for the occurrence of any such event
     enumerated in subparagraphs (a) through (g) above.

16.03 Non-Insolvent Party's Option

     Upon termination of this Agreement pursuant to this Article 16.01, the
     Non-Insolvent Party shall have the right to exercise any one of the
     following rights:

     (a)  to dissolve or liquidate the New Companies; or

     (b)  to purchase all or any part of the shares in SHC then held by the
          Insolvent Party at par value or the book value of the shares as fixed
          pursuant to Article 16.04, whichever lower.

     If both of the Non-Insolvent Parties select option (b) above, each of the
     Non-Insolvent Parties shall have the right to purchase the shares in
     proportion to the ratio of its then shareholding in SHC, provided, however,
     that if the number of shares which one of the Non-Insolvent Parties desires
     to purchase does not amount to the total number of shares which such
     Non-Insolvent Party is entitled to purchase, the

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<PAGE>

     other Non-Insolvent Party shall have the right to purchase all or any part
     of the shares not purchased by the Non-Insolvent Party first mentioned.

     If one of the Non-Insolvent Parties (in this Article 16.03 called the
     "(A)-Party") selects the option (a) above or does not exercise option (a)
     or (b) above and the other Non-Insolvent Party (in this Article 16.03
     called the "(B)-Party") selects option (b) above, the (B)-Party shall have
     the option to purchase all of the shares in SHC then held by the (A)-Party
     at the same price as is mentioned in (b) above. If the (B)-Party does not
     exercise within a reasonable time the option to purchase all of those
     shares, the New Companies shall be dissolved or liquidated.

     If one of the Non-Insolvent Parties selects the option (a) above and the
     other Non-Insolvent Party does not select option (a) or (b) above, the New
     Companies shall be dissolved or liquidated.

     If the Non-Insolvent Party(ies) selects the option (b) above, the provision
     of Article 8.04 shall not be applied to the sales of shares in SHC from the
     Insolvent Party to such Non-Insolvent Party(ies).

16.04 Book Value The book value of the shares stipulated in Article 16.03 and
     16.06 shall be fixed on the basis of the financial condition of SHC on the
     last day of the calendar month immediately preceding the date of the
     exercise of each option as determined by the firm of independent certified
     public accountants then employed to audit the books and accounts of SHC.

16.05 Termination for Special Events If any of the following events occurs,
     Minority Shareholders shall, notwithstanding the provisions of Article
     15.01 hereof, have the right to terminate this Agreement by giving written
     notice to DSG:

     (a)  there is no total net profit on SHC profit and loss statement for
          three (3) consecutive full accounting years from the commencement of
          SSC operation;

     (b)  the consolidated liabilities of the New Companies at any time exceed
          the consolidated assets of the New Companies after three (3) years of
          SHC operation.

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<PAGE>

16.06 Minority Shareholders' Option Upon termination of this Agreement pursuant
     to above Article 16.05, Minority Shareholders shall have the right to
     demand that DSG purchase all or any part of the shares (at Minority
     Shareholders' sole discretion) in SHC then held by Minority Shareholders at
     a price not higher than the book value of the shares as fixed pursuant to
     Article 16.04.

ARTICLE 17 Notice

17.01 Any notice, declaration, demand, request or other communication which is
     required hereunder shall be in writing, in the English language, and shall
     be given to each of the parties at its address or facsimile number set
     forth:

     To JATI:
          JAPAN ABSORBENT TECHNOLOGY INSTITUTE
          2-26-5 Nihonbashi Hamacho, Chuo-ku,
          Tokyo, Japan
          Attention : Dr. Migaku Suzuki
          Facsimile No.: 81-3-3249-7330

     To MC:
          MITSUBISHI CORPORATION
          6-3, Marunouchi 2-chome, Chiyoda-ku,
          Tokyo, Japan
          Attention: Manager of Organic Ammenities Unit
          Facsimile No.: 81-3-3210-5828

     To DSG:
          DSG International Limited
          17th Floor, Watson Centre, Kung Yip Street,
          Kwai Chung, Hong Kong
          Attention :
          Facsimile No. : 852-2427-6951

     Any such notices given by mail shall be considered to have been given on
     the seventh day after having been mailed in the manner provided above.

     Any party may change its address by giving the other parties written notice
     of such

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     change in the manner provided above.

ARTICLE 18. Governing Law

18.01 This Agreement shall be governed by and construed in all respects in
     accordance with the laws of Singapore.

ARTICLE 19. Language

19.01 English shall be used officially in respect of all matters in connection
     with this Agreement, unless otherwise agreed in writing by all the Parties.

19.02 This Agreement shall be prepared in the English language. In case any
     translations are prepared and any dispute arises over the meaning of any
     provision, the English language version shall be controlling.

ARTICLE 20. Non-Assignment

20.01 This Agreement shall not be assigned to any third party(s) without prior
     written consent of all the other Parties.

ARTICLE 21 Entire Agreement

21.01 This Agreement represents the entire agreement and understanding between
     the Parties with respect to the subject matter of this Agreement and
     supersedes any other agreements or understanding, written or verbal, that
     the Parties may have had; provided, however, that Cost-Sharing Agreement
     among DSG, JATI and MC shall be effective even after the execution of this
     Agreement.

ARTICLE 22. Settlement of Dispute

22.01 Any dispute which may arise between the Parties out of or in relation to
     this Agreement or breach thereof shall, unless settled without undue delay
     by amicable arrangement of the Parties, be referred to arbitration in
     Singapore in accordance with the Arbitration Rules of the Singapore
     International Arbitration Centre. Any arbitration procedure shall be
     conducted in English. The award shall be final and binding upon the
     Parties, and judgement on such award may be entered in any court or

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<PAGE>

     tribunal having jurisdiction there over.

ARTICLE 23. Secrecy Provisions

23.01 Each Party (hereinafter called the "Recipient") shall not, during the term
     of this Agreement, directly or indirectly, disclose or divulge to any third
     party any of the trade secrets, proprietary information or other matters
     deemed confidential by similarly situated business (hereinafter
     collectively called "Confidential Information") received in connection with
     the performance of this Agreement; provided, however, that Confidential
     Information shall not include any information;

     (a)  which is in the public domain at the time of receipt
     (b)  which thereafter enters the public domain through no action or
          inaction by Recipient or those to whom Recipient has disclosed
          Confidential Information;
     (c)  which is in the possession of or known to Recipient prior to its
          receipt thereof;
     (d)  which is rightfully disclosed to Recipient by a third party not in
          violation of any confidential obligation;
     (e)  which is independently developed by Recipient; or
     (f)  which is required to disclose by any applicable orders, rules,
          regulations or laws.

ARTICLE 24. Priority of Joint Venture Agreement

24.01 In the event that there is any discrepancy between the contents in this
     Agreement and those in the Memorandum and Article of Association of the New
     Companies, the Parties agree to apply the former and amend the Memorandum
     and Articles of Association to be consistent with this Agreement.

IN WITNESS WHEREOF, all the parties have caused this Agreement to be executed in
triplicate, each triplicate of which shall be considered an original, by their
respective officers thereunto duly authorized as of the day and year first above
written.

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<PAGE>

                                 Japan Absorbent Technology Institute


                                 /s/ Migaku Suzuki
                                 -----------------------------------------------
                                 Name: Migaku Suzuki
                                 Title: President-Representative Director


                                 Mitsubishi Corporation


                                 /s/ Takuro Maruoka
                                 -----------------------------------------------
                                 Name: Takuro Maruoka
                                 Title: General Manager, Organic Amenities Unit,
                                        Functional Chemicals Division


                                 DSG International Limited


                                 /s/ Brandon Wang
                                 -----------------------------------------------
                                 Name: Brandon Wang
                                 Title: Member of Executive Cabinet
                                        Chairman & Chief Executive

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