EXHIBIT 10.1


    
      EXHIBIT
        10.1

       

AGREEMENT
      OF AMENDMENT AND RESTATEMENT

    
      OF
        PROMISSORY NOTE

       

      


      This
        AGREEMENT OF AMENDMENT AND RESTATEMENT OF PROMISSORY NOTE (this “Agreement”),
        dated
        as of May 18, 2006, is between Central Class Group Limited, a British Virgin
        Islands company (“Holder”),
        and
        WT Holdings Corporation (“Maker”),
        formerly known as Fortune Entertainment Corporation.

      


      WHEREAS,
        on November 21, 2005, the Holder loaned the Maker $126,000 in exchange for
        a
        promissory note in the principal amount of $126,000, bearing interest at
        the
        rate of 5% per annum (“Original
        Note”).
        

      


      WHEREAS,
        the holder is willing to amend and restate the Original Note, to among other
        things, extend its maturity date, on the terms and conditions set forth in
        this
        Agreement; 

      


      WHEREAS,
        in order to induce the Holder to amend and restate the Original Note, the
        Maker
        agrees that the Original Note shall be amended, restated and subdivided into
        four (4) separate notes in the aggregate representing the total principal
        and
        accrued interest on the Original Note, substantially in the form attached
        as
Exhibit
        A
        hereto
        (“Amended
        and Restated Notes”),
        which
        Amended and Restated Notes shall be convertible into either Common Stock
        or
        Preferred Stock of the Maker as set forth on Exhibit
        B
        hereto.


      


      WHEREAS,
        the Maker has agreed to such amendment and restatement and to perform its
        obligations under the Amended and Restated Notes, including but not limited
        to
        the making of payments due thereunder.

      


      NOW,
        THEREFORE, for and in consideration of the mutual premises contained herein
        and
        for other good and valuable consideration, the receipt and sufficiency of
        which
        are hereby acknowledged, the parties hereto agree as follows:

       

      1.    
        Amendment
        and Restatement.
        The
        Maker hereby agrees to amend and restate the Original Note into four separate
        notes, in the principal amounts set forth on Exhibit
        B
        hereto,
        and substantially in the form set forth in Exhibit
        A
        attached
        hereto. 

      


      2.    
        Conditions.
        As a
        condition to the assignment and assumption:

      


      (a)    
        Holder
        agrees to waive any and all defaults under the Original Note, and the maturity
        date shall be extended to July 20, 2006; and

       

      (b)    
        Maker
        agrees that (i) the Original Note shall be amended, substantially in the
        form of
        the attached Amended and Restated Notes, so as to permit the Assignees to
        convert such Amended and Restated Notes at their option into common stock
        or
        preferred stock of the Maker (as indicated on Exhibit
        B),
        and
        (ii) that such Amended and Restated Notes shall be convertible into shares
        of
        Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series
        C
        Preferred Stock, as applicable, as set forth on Exhibit
        B
        attached
        hereto. 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3.    
        Binding
        Effect, Benefits.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns; nothing in this
        Agreement, expressed or implied, is intended to confer on any other person,
        other than the parties hereto or their respective successors and permitted
        assigns, any rights, remedies, obligations or liabilities under or by reason
        of
        this Agreement. 

      


      4.    
        Effective
        Date.
        The
        amendment and restatement of the Original Note shall take effect upon the
        issuance of the Amended and Restated Notes promptly after execution of this
        Agreement by all of the parties hereto.

      


      5.    
        Amendments.
        This
        Agreement may not be modified or amended except on the written agreement
        of all
        of the parties hereto evidenced by their execution of such written agreement.
        

      


      6.    
        Miscellaneous.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California. This Agreement may be executed in any number of
        counterparts, each of which shall be deemed to be an original and all of
        which
        together shall be deemed to be one and the same instrument. In the event
        that
        any signature is delivered by facsimile transmission, such signature shall
        create a valid and binding obligation of the party executing (or on whose
        behalf
        such signature is executed) with the same force and effect as if such facsimile
        signature page were an original thereof. Each party hereby agrees to take
        any
        and all additional actions, including, without limitation, the execution,
        acknowledgement and delivery of any other documents and instruments, as the
        other party may reasonably request in order to effect the assignment and
        assumption contemplated hereby. 

      


      


      


      [Signature
        Page Follows]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        as
        of the date first written above.

       

      
        
          
            	 	 	 
	 	“HOLDER”
	 	 	 
	 	Central
                    Class Group Limited
	 
 	 
 	 
 
	 	By:  	/s/ S.W. Wong
	 	
                    

                  
	 	
                    Name:
                      S.W. Wong

                    Title:
                      Authorized Representative

                  


          

           

        

         

        
          	 	 	 
	 	“MAKER”
	 	 	 
	 	WT
                  HOLDINGS CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Ke Huang
	 	
                  

                
	 	
                  Ke
                    Huang

                  Chief
                    Executive Officer

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      


      EXHIBIT
        A

      


      FORM
        OF AMENDED AND RESTATED NOTE

      


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        B

      


      SCHEDULE
        OF NOTEHOLDERS

       

      


      
        	
                Holder

              	 	
                Principal
                  Amount of

                Amended
                  and Restated Note

              	 	
                 

                Class
                  of Conversion Stock

              
	 	 	 	 	 
	
                Central
                  Class Group Ltd. (1)

              	 	
                $
                  128,500 

              	 	
                Common
                  Stock

              
	
                Central
                  Class Group Ltd. (2)

              	 	
                100
                  

              	 	
                Series
                  A Preferred Stock

              
	
                Central
                  Class Group Ltd. (3)

              	 	
                100
                  

              	 	
                Series
                  B Preferred Stock

              
	
                Central
                  Class Group Ltd. (4)

              	 	
                100
                  

              	 	
                Series
                  C Preferred Stock

              
	
                TOTAL:
                  

              	 	
                 

                $
                  128,800.00

              	 	 


      

      


      
        
          
          

        

        
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