Exhibit
      10.1

    
       

      June
        29,
        2007

       

      Beijing
        Qiang Long Real Estate Development Co. Ltd.

      95
        West
        Road, Badaling Industrial Development Zone,

      Yanqing
        County, Beijing City, People’s Republic of China

      Attention: 
        Mr. Chang-de Li

      


      


      Gentlemen:

       

      Re:
         Fulfillment
        of Qiang Long Investment Obligation

       

      Reference
        is made to that certain Contract, dated January 29, 2004, between Beijing
        Qiang
        Long Real Estate Development Co. Ltd. (“Qiang
        Long”)
        and
        Minghua Group International Holdings Ltd. (the “Company”),
        as
        amended and supplemented from time to time (the “Contract”).
        Capitalized terms used, but not otherwise defined, have the meanings ascribed
        to
        such terms in the Contract.

      


      Pursuant
        to the Contract, Qiang Long is obligated to purchase 140,000,000 shares of
        Minghua's common stock, par value $0.01 (the “Shares”)
        at an
        aggregate purchase price of US$29,400,000, or $0.21 per Share (the “Purchase
        Price”).
        In
        accordance with the Contract, Qiang Long has paid US$653,795 of the Purchase
        Price to the Company as a performance bond at the signing of the Contract
        and
        US$632,911 of the Purchase Price in exchange for 3,013,862 Shares, and is
        obligated to pay the US$28,113,294 balance of the Purchase Price (the
“Final
        Installment”)
        in
        full by June 30, 2007 (the “Performance
        Date”).
        In
        exchange, the Company is obligated to issue the Shares to Qiang Long. However,
        as you are aware, the Company does not have a sufficient number of authorized
        shares available to issue all the Shares to Qiang Long by the Performance
        Date.
        Rather, the Company will have to obtain the consent of its stockholders to
        amend
        the Certificate of Incorporation of the Company to, among other things, effect
        a
        one-for-twenty reverse split of the Company’s issued and outstanding Common
        Stock, such that the Company would be able to issue the Shares to Qiang Long
        (the “Amendment”).
        Therefore, to allow for the issuance of the Shares after the Performance
        Date,
        Qiang Long has agreed to permit the Company to issue the Shares to Qiang
        Long as
        hereinafter set forth:

      


      1. Qiang
        Long will deliver the Purchase Price to Beijing China Cardinal Real Estate
        Consulting Co., Ltd., the Company’s wholly-owned PRC subsidiary, to be held for
        the benefit of the Company in accordance with the Company’s procedures.


       

      2. Within
        fifteen (15) business days after receiving the Final Installment, the Company
        shall issue 50,000,000 of the Shares to Qiang Long.

       

      3. Within
        fifteen (15) business days following the effective date of the
        Amendment,
        the
        Company will issue to Qiang Long the remaining 86,986,138
        Shares,
        which is equal to  4,349,307
        Shares
        post-reverse split.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4. Each
        of
        the Company and Qiang Long acknowledges and agrees that, except as specifically
        set forth in this letter agreement, all of the terms and conditions of the
        Contract, including, but not limited to, all the obligations of the Company
        and
        Qiang Long, shall remain unchanged, with the same force and effect as if
        such
        matters were set forth herein. The terms and conditions set forth in this
        letter
        agreement may not be changed except in a writing signed by the Company and
        Qiang
        Long.

       

      5. The
        representations and warranties of Qiang Long set forth in the Contract,
        including those regarding compliance with local laws, being a non-US person
        and
        the U.S. Patriot Act, are true and correct on and as of the date hereof,
        with
        the same effect as though such representations and warranties had been made
        on
        and as of the date hereof, except for any such representation or warranty
        that
        expressly applies to a specified earlier date, in which case such representation
        or warranty shall have been true in all material respects on and as of such
        earlier date.

       

      6. This
        letter agreement shall be governed by and construed in accordance with the
        laws
        of the State of New York (without giving effect to conflict of law principles)
        as to all matters, including but not limited to matters of validity,
        construction, effect, performance and remedies. 

       

      7. This
        letter agreement may be executed in two or more counterparts, each of which
        shall be deemed an original, and which together shall constitute one and
        the
        same instrument.

       

      


      [REMAINDER
        OF PAGE LEFT INTENTIONALLY BLANK]


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      If
        the
        foregoing provisions correctly state our understanding with respect to the
        above
        matters, please indicate your agreement by signing two copies of this letter
        in
        the space provided below and returning one of the copies to us. 

       

      
        	 	 	 
	 	Very truly yours,
	 	 
	 	MINGHUA GROUP INTERNATIONAL HOLDINGS
                LTD.
	 
 	 
 	 
 
	 	By:  	/s/
                Jie
                Chen
	 	
                
Jie
                Chen
	 	Chief
                Executive Officer


      

       

      Acknowledged
        this 29th
        day of June, 2006:

       

       

      BEIJING
        QIANG LONG REAL ESTATE DEVELOPMENT CO. LTD

       

       

      By
        /s/
        Changde Li

      
        

      

      Changde
        Li

      President