Exhibit 10.5

                     ASSETS  AND  SHARE  EXCHANGE  AGREEMENT


THIS  ASSETS  AND  SHARE  EXCHANGE  AGREEMENT  is  dated the 2nd of April, 2001.


BETWEEN  : CHANGZHOU  BROADWAY  GROUP  CO.  LTD,  whose  address  is No. 15,
           Huangshan  Road,  New  District,  Changzhou,  Jiangsu,  China.
           (  hereinafter  referred  to  as  "  OLD  CHANGZHOU  "  ),

AND  :     CHANGZHOU  BROADWAY  BUSINESS  DEVELOPMENT CO. LTD, with its business
           address  at  5th  floor,  Tianan  Industrial  Village,  New District,
           Changzhou, Jiangsu,  China.
           (  hereinafter  referred  to  as  "  NEW  CHANGZHOU  "  ).

WHEREAS  : OLD CHANGZHOU has established a reputable real estate development
business  with sizeable assets, and it now wishes to transfer some of its assets
into  another real estate development company with aggressive management skills,
in  exchange  for  majority  control  of  such  a  company.

WHEREAS  : NEW  CHANGZHOU  is  a newly formed company that has an aggressive
management team to take real estate projects to high levels within China, and it
now  wishes  to  join  with  another  real  estate  development company that has
significant  assets,  in  order  to  expedite  its  financial  goals.

NOW
WHEREAS:   OLD  CHANGZHOU  and  NEW CHANGZHOU wish to incorporate their mutual
assets,  whereby  OLD CHANGZHOU will transfer certain assets mentioned below, to
NEW  CHANGZHOU,  and  in  return  NEW  CHANGZHOU will issue common shares to OLD
CHANGZHOU  and  certain  designated  individuals  of  OLD  CHANGZHOU.


NOW  THEREFORE,  in  consideration  of the mutual terms and conditions contained
herein,  the  parties  hereby  agree  as  follows  :

SECTION   1  -  SCOPE  OF  THE  AGREEMENT

1.00 This  agreement  covers  within its scope all phases of the transfer of the
     assets by OLD CHANGZHOU to NEW CHANGZHOU, and the issuance of common shares
     of  NEW  CHANGZHOU  to  OLD  CHANGZHOU  and  its  designated  individuals.

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SECTION   2  -  OBLIGATIONS  OF  OLD  CHANGZHOU

2.00 OLD  CHANGZHOU will transfer 7.56 hectares of prime development land to NEW
     CHANGZHOU.  Such  land  is  estimated  to  be worth 21,728,960 RMB ( for an
     exchange  rate  at  this  date of US$1: 8.2777 RMB, the land would be worth
     US$2,625,000 ). Such a transfer will be effected no later than December 31,
     2002.

2.01 OLD CHANGZHOU guarantees that the land being transferred, is free and clear
     of  all  financial  encumbrances.

2.02 OLD  CHANGZHOU guarantees that the valuation of the land being transferred,
     is  stated  at cost and not market value at the date of the above transfer.

2.03 OLD  CHANGZHOU  guarantees  that  the  land  being transferred is in no way
     contaminated,  and  that  such  land  could  be  used for housing and other
     development  purposes on an immediate basis after the necessary permits are
     issued.

2.04 OLD  CHANGZHOU  warrants  that  to  the best of its knowledge, there are no
     hindrances  to  applying  for  development  permits  for  the  land  being
     transferred.

2.05 When  and  if  necessity  demands, OLD CHANGZHOU will provide the necessary
     working  capital  to  NEW  CHANGZHOU  on  a short term basis to be mutually
     decided  between  the  parties.

2.06 The  necessary license to develop the land will be loaned free of charge to
     NEW  CHANGZHOU  until  such  time  when  NEW CHANGZHOU has its own license.
     During  the  loan period, all liabilities, legal or otherwise, would be the
     sold  responsibility  of  NEW  CHANGZHOU.


SECTION  3  -  OBLIGATIONS  OF  NEW  CHANGZHOU

3.00 In  exchange  for  the land being transferred by OLD CHANGZHOU mentioned in
     Section  2  above,  NEW  CHANGZHOU  would  allot and issue 2,625,000 of its
     common  shares  to  OLD  CHANGZHOU.

3.01 NEW  CHANGZHOU  to  provide  the necessary management to develop the assets
     being  transferred,  and  propel  the  Company to the next level as soon as
     possible.

3.02 NEW  CHANGZHOU  will  manage  the  assets  wisely.

SECTION   4  -  OTHER  MATTERS

4.00 INDEPENDENCE  Nothing  contained  herein  shall  be  deemed or construed to
     create  between  the  parties a partnership or joint venture. Neither party
     shall  have  the  authority  to  act  on  behalf  or  bind the other party.

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4.01 Any  notice or other communication required or permitted hereunder shall be
     made  in  writing,  and shall be deemed to have been given if placed in the
     mail,  registered  and  certified,  postage prepaid, addressed to the other
     party.

4.02 CHOICE  OF  LAW  AND  ARBITRATION  This  Agreement  shall  be  governed  in
     accordance  with  the  laws  of  the  People's  Republic of China force and
     effect.  In the event of any dispute arising between the parties concerning
     this Agreement or its enforceability, the same shall be settled by a single
     arbitrator  pursuant  to  the  provisions  of  the  Arbitration  Act of the
     People's  Republic  of  China,  or  any  similar legislation then in force.

4.03 AGREEMENT, MODIFICATION, WAIVER AND HEADINGS This Agreement constitutes the
     entire  agreement  between  the  parties  hereto  pertaining to the subject
     matter  herein  and  supersedes  all  prior and contemporaneous agreements,
     understandings,  negotiations and discussions among the parties, written or
     otherwise.  No  supplement,  modification  or waiver or termination of this
     Agreement  shall  be  binding unless executed in writing by the party to be
     bound  thereby.

4.04 The  terms  and  provisions  herein  shall  be  binding on and inure to the
     benefit of the parties hereto, and their respective transferees, successors
     and  assigns.

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IN  WITNESS   WHEREOF,  the  parties  have caused this Agreement to be effective
all  as  of  the  date  set  forth  above.


Signed,  Sealed  and  Delivered
by  OLD  CHANGZHOU
in  the  presence of :          CHANGZHOU  BROADWAY  GROUP  CO.
LTD
Ye  Jing  Ming                        /s/  Jiaping  Jiang
________________________     _________________________________
Witness                                   President

5th  Floor,  Tianan  Industrial  Village
New  District,  Changzhou,  Jiangsu,
China
________________________
Address
320404741202122
________________________
I.D.  Number


Signed,  Sealed  and  Delivered
by  NEW  CHANGZHOU
in  the  presence  of  :           CHANGZHOU  BROADWAY  BUSINESS  DEVELOPMENT
                                                CO.  LTD.
Ye  Jing  Ming                            /s/  Jiaping  Jiang
________________________           _________________________________
Witness                                        President

5th  Floor,  Tianan  Industrial  Village
New  District,  Changzhou,  Jiangsu,
China
________________________
Address
320404741202122
________________________
I.D.  Number

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