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EXHIBIT 10.2
 Agreement
with Beijing Holdings Limited to acquire 51% interest of CNT dated
September 13, 2005
 Dated the 13th day of September 2005
 BEIJING HOLDINGS LIMITED
 and
 TRAMFORD INTERNATIONAL LIMITED
 
 SALE & PURCHASE AGREEMENT
Relating to the Sale and Purchase of 51% interest
in the capital of
Future Solutions Development Inc.




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THIS AGREEMENT
 BETWEEN
 (1)
    
    BEIJING HOLDINGS LIMITED, a company incorporated in Hong Kong whose registered office and
principal place of business is at Room 4301, 43/F., Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong (the Vendor); and
 (2)
    
    TRAMFORD INTERNATIONAL LIMIED,a company incorporated in The British Virgin Islands and
having its principal executive offices at Room 2413-18, Shui On Centre, 8 Harbour Road,
Wanchai, Hong Kong (the Purchaser)
 WHEREAS:
 (A)
    
    The Purchaser is a company incorporated in the British Virgin Islands and is listed on the
NASDAQ Stock Exchange.
 (B)
    
    The Vendor is the beneficial owner of Sale Shares as at the date hereof.
 (C)
    
    The Vendor has agreed to offer for sale and the Purchaser has agreed to purchase the Sale
Shares on the terms and conditions set out in this Agreement.
 THE PARTIES AGREE THAT:
 Definitions and Interpretation
 (A)
    
    DefinitionsIn this Agreement (including the Recitals above), the following expressions shall, unless
the context requires otherwise, have the following meanings:
 Agreement
    
    means this agreement as amended or varied from
time to time by an agreement in writing duly
executed by the Parties;Business Day
    
    means any day (excluding a Saturday) on which
banks generally are open for business in Hong
Kong;Consideration Shares
    
    means the common stock of 2,233,800 ordinary
shares of US$0.01 each to be issued by the
Purchaser as the consideration in acquiring the
51% interest of FSD from the Vendor;




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FSD
    
    means Future Solutions Development Inc., a limited
company incorporated in the British Virgin Islands
which owns 71.43% equity interest in Zhejiang
University (Hangzhou) Innoessen Bio-Technology
Limited, a company incorporated in the PRC and is
engaged in the research and development,
production and sale of chemical extracts from
bamboo;HK$
    
    means Hong Kong dollars;Hong Kong
    
    means the Hong Kong Special Administrative Region
of the Peoples Republic of China;Parties
    
    means the named parties to this Agreement and
their respective successors and permitted assigns;Sale
    
    means the offer by way of private sale of the Sale
Shares by the Vendor on the terms and conditions
set out in this Agreement;Sale Completion
    
    means completion of the Sale in accordance with
Clause 3.1(A);Sale Completion Date 
    
    means the date on which the Sale Completion shall
take place, being 3 business days following the
approval of the shareholders of the Company being
obtained on the Sale pursuant to the terms and
conditions herein (or such other date as may be
agreed in writing between the Parties);Sale Shares
    
    means 82,418 shares of US$0.01 each in FSD being
51% of the entire existing issued shares of FSD
owned by the Vendor to be sold to the Purchaser
(and/or such other persons as the Purchaser may
direct) in accordance with Clause 3.2(A);PRC
    
    means the Peoples Republic of China excluding
Taiwan, Hong Kong and the Macao Special
Administrative Region for the purpose of this
Agreement;US
    
    means the United States of America; and




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US$
    
    means the US dollars.
 (B)
    
    Construction and Certain References
     (C)
    
    HeadingsHeadings are for convenience only and shall not affect the interpretation of this
Agreement.
 The Sale of Shares




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Terms and Conditions
 Completion of Sale
 (A)
    
    Subject to the relevant Special Resolution being passed at the 2005 Meeting of Shareholders
of the Purchaser approving the sale and purchase of the 51% interest in FSD, completion shall
take place on the Sale Completion Date before 5:00 p.m. at such time as the Parties may agree.
 (B)
    
    To the extent physical delivery or document exchange is required, Sale Completion under
sub-clause (A) above shall take place at the office of the Purchaser at Room 2413, 24th Floor,
Shui On Centre, 8 Harbour Road, Central, Wancahi, Hong Kong or such other venue as the Parties
may agree.
 Obligations of the Parties
 (A)
    
    Purchasers ObligationsSubject to the performance by the Vendor of its obligations under sub-clause (B) below,
within 10 days after Sale Completion, the Purchaser shall deliver to, or procure the
delivery to, the Vendor or as it may direct, the relevant share certificates for the
Consideration Shares.
 (B)
    
    The Vendors Obligations(i)
    
    Against compliance by the Purchaser with its obligations pursuant to Clause
3.2(A), on the Sale Completion Date, the Vendor shall deliver the relevant
instrument of transfer duly executed by the authorized person of the Vendor or the
nominee of the Sale Shares, to the Purchaser and procure the issuing of the new
share certificate in respect of the Sale Shares to the Purchaser or to the
Purchasers nominated receiving agent, and the Purchaser agrees that the delivery
of the relevant instrument of transfer thereof shall constitute a complete
discharge of the Vendors payment obligations in respect of the Consideration
Shares; and




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(ii)
    
    (if applicable) the Vendor shall as soon as reasonably practicable after the
Sale Completion, arrange for payment of any stamp duty and prescribed fees for the
transfer of the Sale Shares.
 Further Undertakings
 (A)
    
    Purchasers UndertakingsIn consideration of the Vendor entering into this Agreement and agreeing to perform its
obligations hereunder, the Purchaser hereby undertakes to the Vendor to provide the Vendor,
at its request, with all such information known to it or which on reasonable enquiry ought
to be known to it and relating to the Purchaser and/or the Group as may be reasonably
required by the Vendor in connection with the transactions contemplated or arising under
this Agreement for the purposes of, without limitation, complying with all requirements of
applicable law (including any due diligence defences) or of the rules and regulations of
the NASDAQ stock exchange or any applicable regulatory bodies; and(B)
    
    Vendors Undertakings
 (i)
    
    The Vendor hereby undertakes to the Purchaser to submit to the applicable
regulatory authorities as and when it is required to do so, such information which it
may have regarding the Vendor as the applicable regulatory authorities may require.(ii)
    
    The Vendor hereby further undertakes to the Purchaser that the Board of
Directors of FSD shall remain unchanged prior to the Sale Completion and will not
nominate any director to the board of director of the Purchaser after the Sale
Completion.
 Warranties and Indemnity
 (A)
    
    Warranties, Representations and UndertakingsThe Vendor hereby warrants, represents and undertakes to the Purchaser (and the Purchaser
acknowledges that the Vendor has not been induced to enter into this Agreement) as follows:
 (i)
    
    the Sale Shares are duly allotted and fully paid up, and the Vendor is the
beneficial owner of the Sale Shares, and it has the authority, power and capacity to
enter into this Agreement and to sell the Sale Shares pursuant to this Agreement;




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(ii)
    
    this Agreement constitutes and the other documents to be executed by the
Vendor which are to be delivered at Sale Completion will, when executed, constitute
valid, legal, binding and enforceable obligations of the Vendor in accordance with
their respective terms;(iii)
    
    the execution and delivery of, and the performance by the Vendor of its
obligations under, this Agreement do not and will not:
 (a)
    
    result in a breach of any provision of its memorandum of
association and bye-laws or articles of association (as the case may be) of
the Vendor;(b)
    
    result in a breach of, or constitute a default under, any
agreement or instrument to which the Vendor is a party or by which it is
bound; or(c)
    
    result in a breach of any order, judgment or decree of any
court or governmental agency to which the Vendor is a party or by which it is
bound;
 (iv)
    
    the particulars relating to the Vendor and FSD as set out in the recitals are
true and correct;(v)
    
    the Sale Shares are being sold hereunder free from all liens, charges,
encumbrances and third-party rights of whatever nature and shall rank pari passu in
all respects with all the other Shares in issue as at Sale Completion and in
particular shall rank in full for all dividends and other distributions declared, made
or paid thereafter;(vi)
    
    all published information regarding FSD (including its financial results) are
true, accurate and not misleading;(vii)
    
    all public information and facts given to the Purchaser in relation to the
Sale are true, accurate and not misleading and the Vendor has not withheld any other
information or facts the omission of which will make the information or facts given to
the Purchaser incorrect or misleading and the Vendor shall notify the Purchaser
forthwith in writing should such omission or inaccuracy first come to the attention of
the Vendor; and
 (B)
    
    PeriodThe representations and warranties set out in Clause 4 are given as at the date hereof and
shall be deemed to be repeated by the Vendor on each day up to and including the date of
Sale Completion as if given or made on such date, with reference in each case to the facts
and circumstances then subsisting. The Vendor undertakes up to and until completion of




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this Agreement or its earlier termination to notify the Purchaser of any matter or event
coming to its attention prior to Sale Completion which would or would reasonably be
considered to render or have rendered any of the representations and warranties made by it
set out in Clause 4 untrue, inaccurate or misleading in any material respect.
 (C)
    
    IndemnityThe Vendor undertakes with the Purchaser that it shall on demand hold the Purchaser fully
and effectively indemnified against all losses, claims, damages, liabilities, costs or
expenses of whatever nature (except those arising out of or as a result of any fraud,
willful default or gross negligence on the part of Purchaser or any material breach by the
Purchaser of its obligations under this Agreement) which it may suffer or incur or which
may be brought against or incurred by it arising out of or as a result of the performance
by it of its obligations under this Agreement and any breach by the Vendor of any of the
warranties or any other obligations of the Vendor under this Agreement.(D)
    
    Full Force and EffectThe representations and warranties contained in sub-clauses (A) and (B) and the indemnity
contained in sub-clause (C) shall remain in full force and effect notwithstanding
Completion and the purchase of the Sale Shares by the Purchaser, as the case may be.
 Force Majeure and Termination
 (A)
    
    If, at any time prior to 5:00 p.m. on the Sale Completion Date:
 (i)
    
    there shall develop, occur, exist or come into effect:
 (a)
    
    any change in, or any event or series of events resulting
or likely to result in any change in Hong Kong, the PRC or the US national or
international financial, currency, political, military, industrial, economic
or market conditions (and for the purpose of construing the foregoing any
normal market fluctuations shall not be construed as events or series of
events affecting market conditions referred to above); or(b)
    
    any material and adverse change in the conditions of Hong
Kong, the PRC, the US or international equity securities or other financial
markets; or(c)
    
    the imposition of any moratorium, suspension or material
restriction on trading in securities generally on the US stock exchanges due
to exceptional financial circumstances or otherwise; or




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(d)
    
    any change or development occurs involving a prospective
change in taxation or exchange control (or the implementation of any exchange
control) in Hong Kong, Bermuda or the PRC or the US or elsewhere;
 which, in the opinion of the Purchaser makes it inadvisable or inexpedient to
proceed with the Placing; or(ii)
    
    it comes to the notice of the Purchaser any matter or event rendering any of
the Vendors representations and warranties in any material respect to be untrue,
inaccurate or misleading or as having been breached (Breached Warranty) and if the
Purchaser considers that the Breached Warranty to have a materially prejudicial effect
on the Placing,
 then the Purchaser may give written notice to the Vendor to terminate this Agreement with
immediate effect.(B)
    
    Upon the termination of this Agreement pursuant to the provisions of sub-clause (A) above,
each of the Parties shall cease to have any rights or obligations under this Agreement, save
in respect of the provisions of this Clause and Clauses, 5(A), 8 and 10, and any antecedent
breaches of this Agreement or any rights or obligations which may have accrued under this
Agreement prior to such termination.
 Announcements
 ProhibitionNone of the Parties hereto shall, directly or indirectly, make any public announcement or
communication in relation to the Placing without the prior approval of the other Parties
and except where such announcement or communication is required by laws and regulations
applicable to the Vendor and the Company.
 Time of Essence
 Any date or period mentioned in any Clause may be extended by mutual agreement between the
Vendor and the Purchaser, but, as regards any date or period originally fixed or any date
or period so extended as aforesaid, time shall be of the essence.
 Assignment
 None of the Parties may assign or transfer any of their rights or obligations under this
Agreement, save that the Purchaser may assign the benefit of the undertaking and warranties
given by the Vendor in Clauses 3.2(B), 3.3(B) and 4(A) respectively to the




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Purchaser.
 Notices
 (A)
    
    AddressesAll notices delivered hereunder shall be in writing in the English language and shall be
communicated to the following addresses and/or facsimile numbers:
 
 
 
 
 (B)
    
    ServiceAny such notice shall be served either by hand or by facsimile. Any notice shall be deemed
to have been served, if served by hand, when delivered, and if sent by facsimile on receipt
of confirmation of transmission. Any notice received on a day which is not a Business Day
shall be deemed to be received on the next Business Day.
 General
 (A)
    
    Entire agreementThis Agreement sets out the entire agreement and understanding between the Parties and
supersedes and replaces any prior agreements or understandings entered into between the
Parties with respect to the matters provided for herein, and none of the Parties has
entered into this Agreement in reliance upon any representation, warranty or undertaking of
the other Parties which is not set out or referred to in this Agreement.




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(B)
    
    AmendmentThis Agreement may be amended or supplemented, and any provision hereof may be waived, only
in writing by all the Parties or, in the case of a waiver, by the Party waiving compliance.
 (C)
    
    Remedies and waiversNo delay on the part of any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any Party of such
right, power or privilege, or any single or partial exercise thereof, preclude any further
exercise thereof or the exercise of such or of any other right, power or privilege. The
rights and remedies herein provided are cumulative and are not exclusive of any rights or
remedies that any Party may otherwise have.(D)
    
    SeverabilityIf any term or provision of this Agreement shall become or be declared illegal, invalid or
unenforceable for any reason whatsoever such term or provision shall be severed from this
Agreement and shall be deemed to be deleted from this Agreement provided always that if
such deletion materially affects or alters the basis of this Agreement, the Parties shall
negotiate in good faith to amend and modify the provisions and terms of this Agreement as
may be necessary or desirable in the circumstances.
 Governing Law, Jurisdiction and Miscellaneous
 (A)
    
    Governing LawThis Agreement shall be governed by and construed in accordance with the laws of Hong Kong,
for the time being in force and the Parties hereby irrevocably submit to the non-exclusive
jurisdiction of the courts in Hong Kong.(B)
    
    CounterpartsThis Agreement may be executed by the Parties in counterparts, each of which shall be
binding on the Party or Parties who shall have executed it but which shall together
constitute one agreement.




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Signature page
  SIGNED by
    
    )ZHAO Chang Shan
    
    )for and on behalf of
    
    )
    
    /s/ Changshan ZhaoBeijing Holdings Limited
    
    )in the presence of: Michael Siu
    
    )
 SIGNED by
    
    ))for and on behalf of
    
    )
    
    /s/ Xu QianTramford International Limited
    
    )in the presence of: William Kwok
    
    )