Exhibit 10.2

                               PURCHASE AGREEMENT

         STOCK   PURCHASE   AGREEMENT,   dated  as  of  August  17,  2004  (this
"Agreement"),  by and between Jade Profit Investment  Limited,  a British Virgin
Islands  limited  liability   corporation  (the  "Buyer"),   and  Hainan  Fuyuan
Investment  Company  Limited,  a People's  Republic of China  limited  liability
corporation (the "Seller").

                                    RECITALS

         WHEREAS,  the Buyer owns 84.42% of the equity interest of Hainan Quebec
Ocean Fishing Company Limited,  a People's  Republic of China limited  liability
corporation ("HQ"); and

         WHEREAS,  the Seller owns the remaining  15.58%  equity  interest of HQ
(the "Minority Interest"); and

         WHEREAS,  the Seller desires to sell to the Buyer and the Buyer desires
to purchase  from the Seller,  all of the Minority  Interest  for the  aggregate
purchase  price of US$ 5.7 million,  on the terms and subject to the  conditions
set forth in this Agreement.

         NOW,  THEREFORE,  in consideration  of the respective  representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and  intending to be legally  bound  hereby,  the parties to this
Agreement do hereby agree as follows:

                                    ARTICLE I
                   SALE AND PURCHASE OF THE MINORITY INTEREST

         1.1 Sale and  Purchase of the Minority  Interest.  Subject to the terms
and conditions of this  Agreement,  the Seller shall sell to the Buyer,  and the
Buyer shall purchase from the Seller,  the Minority  Interest at the Closing (as
defined in Article IV of this Agreement).

         1.2 The Purchase Price. The total consideration for the purchase of the
Minority Interest pursuant to this Agreement shall be the sum of US$ 5.7 million
(the "Purchase Price").  The Buyer shall pay the Purchase Price to the Seller at
the Closing,  by wire transfer  using the Seller's  wire  transfer  instructions
previously  provided  to  the  Seller  by the  Buyer,  or in  other  immediately
available  funds.  All sums payable by the Buyer under this  Agreement  shall be
paid in full without set-off or counterclaim or any condition,  unless otherwise
expressly  instructed  in  writing by the  Seller,  free and clear of any tax or
other deductions or withholdings of any nature.


                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER
               REGARDING THE MINORITY INTEREST AND THIS AGREEMENT

         The Seller hereby represents and warrants to the Buyer that:

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         2.1 Title to the Minority Interest.  The Seller has good and marketable
title to and is the legal and  beneficial  owner of the Minority  Interest  and,
upon consummation of the sale and purchase of the Minority Interest contemplated
herein,  the Buyer will acquire from the Seller good and marketable title to all
of the  Minority  Interest,  free and clear of all liens,  claims,  charges  and
encumbrances of any kind whatsoever,  except  restrictions on transfer under any
applicable securities laws.

         2.2 Due Organization.  Seller is a limited  liability  corporation duly
organized,  validly and legally existing under the laws of the People's Republic
of China. As of the date of this Agreement, the Seller has not been dissolved.

         2.3 Corporate  Authority.  The Seller has all requisite corporate power
and  authority  to execute and deliver  this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  The execution and delivery by the Seller of
this Agreement and the consummation of all transactions contemplated hereby have
been duly and validly  authorized by the Board of Directors of the Seller and no
other corporate proceedings on the part of the Seller are necessary to authorize
or to consummate the transactions  contemplated  hereby. This Agreement has been
duly and validly  executed by the Seller and this Agreement  constitutes a valid
and binding agreement of the Seller,  enforceable  against it in accordance with
its terms,  except  that (i) such  enforcement  may be  subject  to  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating  to  creditors'   rights;  and  (ii)  the  remedy  of  specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding therefor may be brought.

         2.4 HQ  Authorization.  All requisite  action on the part of HQ, to the
extent necessary for the authorization of any documents to be produced, executed
or delivered by HQ pursuant to this Agreement, if any, and the sale and delivery
of the Minority Interest pursuant hereto, has been taken.

         2.5 Consents  Neither the execution and delivery of this  Agreement nor
the  consummation  of the  transactions  contemplated  hereby will (i)  violate,
result in a breach of any of the terms or  provisions  of,  constitute a default
(or any event  which,  with the giving of notice or the passage of time or both,
would   constitute  a  default)  under,   result  in  the  acceleration  of  any
indebtedness  under  or  performance   required  by,  result  in  any  right  of
termination  of,  increase  any  amounts  payable  under,  decrease  any amounts
receivable  under,  change any other rights  pursuant to, or conflict  with, any
material  agreement,  trust,  indenture,   mortgage,  loan  agreement  or  other
instrument  to which the Seller is a party or by which any of the  properties of
the Seller is bound,  the  organizational  documents of the Seller,  or any law,
rule, regulation,  judgment,  decree, order or award of any court,  governmental
body or  arbitrator  applicable  to the Seller;  or (ii)  require  any  consent,
approval, authorization or permit of or from, or filing with or notification to,
any  court,   arbitrator,   governmental   authority  or  other   regulatory  or
administrative  agency,  authority,  commission or instrumentality,  domestic or
foreign, federal, state or local.

         2.6 No Violation.  To the knowledge of Seller,  this Agreement does not
violate,  result in a breach of any of the terms or provisions of,  constitute a
default (or any event which, with the giving of notice or the passage of time or
both,  would  constitute a default)  under,  result in the  acceleration  of any


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<PAGE>


indebtedness  under  or  performance   required  by,  result  in  any  right  of
termination  of,  increase  any  amounts  payable  under,  decrease  any amounts
receivable  under,  change any other rights  pursuant to, or conflict  with, any
material  agreement,  trust,  indenture,   mortgage,  loan  agreement  or  other
instrument  to which the Seller is a party or by which any of the  properties of
HQ is bound, the organizational  documents of HQ, or any law, rule,  regulation,
judgment,  decree, order or award of any court,  governmental body or arbitrator
applicable to HQ.

         2.7 Compliance with Laws. The Seller has obtained all necessary permits
and  other  authorizations  or  orders  of  exemption  as  may be  necessary  or
appropriate under all applicable laws (including, without limitation, securities
laws) in connection with the sale of the Minority Interest to the Buyer pursuant
to the terms of this Agreement.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         The Buyer hereby represents and warrants to the Seller that:

         3.1 Due Organization. The Buyer is a limited liability corporation duly
organized and validly  existing  under the laws of the British  Virgin  Islands,
with all requisite power and authority to own its properties and to carry on its
business in the manner now being conducted.

         3.2  Corporate  Authority.  The  Buyer  has  all  requisite  power  and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby.  The  execution and delivery by the Buyer of
this Agreement and the consummation of all transactions contemplated hereby have
been duly and validly  authorized  by all actions  necessary  to authorize or to
consummate the transaction contemplated hereby. This Agreement has been duly and
validly  executed and  delivered by the Buyer and this  Agreement  constitutes a
valid and binding agreement of the Buyer,  enforceable  against it in accordance
with its terms except that (i) such  enforcement  may be subject to  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating  to  creditors'   rights;  and  (ii)  the  remedy  of  specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding therefor may be brought.

         3.3 Consents.  Neither the execution and delivery of this Agreement nor
the  consummation  of the  transactions  contemplated  hereby will (i)  violate,
result in a breach of any of the terms or  provisions  of,  constitute a default
(or any event  which,  with the giving of notice or the passage of time or both,
would   constitute  a  default)  under,   result  in  the  acceleration  of  any
indebtedness  under  or  performance   required  by,  result  in  any  right  of
termination  of,  increase  any  amounts  payable  under,  decrease  any amounts
receivable  under,  change any other rights  pursuant to, or conflict  with, any
material  agreement,  trust,  indenture,   mortgage,  loan  agreement  or  other
instrument  to which the Buyer is a party or by which any of the  properties  of
the Buyer is bound, the organizational documents of the Buyer, or any law, rule,
regulation,  judgment, decree, order or award of any court, governmental body or
arbitrator  applicable  to the Buyer;  or (ii)  require any  consent,  approval,
authorization  or permit of or from,  or filing  with or  notification  to,  any
court, arbitrator,  governmental authority or other regulatory or administrative
agency, authority, commission or instrumentality,  domestic or foreign, federal,
state or local.


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<PAGE>

                                   ARTICLE IV
             CLOSING OF PURCHASE OF THE MINORITY INTEREST; DELIVERY

         4.1 Closing.  Closing (the  "Closing")  of the sale and purchase of the
Minority  Interest  shall  occur on August  17,  2004,  or on a  different  date
mutually agreed by the parties (the "Closing  Date"),  at such time and location
as the parties may agree. Subject to the terms and conditions of this Agreement,
upon  the  basis  of  the  representations,  warranties  and  agreements  herein
contained,  the Seller shall sell,  convey and transfer the Minority Interest to
the Buyer upon receipt of payment of the Purchase  Price pursuant to Section 1.2
hereof.

         4.2 Delivery of the  Certificate of Transfer of Minority  Interest.  At
the Closing,  the Buyer shall deliver to the Seller the Purchase Price,  and the
Seller  shall  deliver to the Buyer a  certificate  of transfer of the  Minority
Interest evidencing the transfer thereof to the Buyer, substantially in the form
of Exhibit A attached hereto.

                                    ARTICLE V
                     CONDITIONS OF THE SELLER'S OBLIGATIONS

         5.1 At the Closing Date, (i) the  representations and warranties of the
Buyer contained in this Agreement shall be true and correct with the same effect
as if made on and as of the Closing  Date;  (ii) the Buyer shall have  performed
all of its obligations hereunder and satisfied all the conditions on its part to
be satisfied at or prior to the Closing Date;  (iii) no preliminary or permanent
injunction or other order or decree by any court of competent jurisdiction,  law
or regulation  prohibiting or otherwise restraining the sale and purchase of the
Minority Interest contemplated  hereunder shall be in effect; and (iv) such sale
and  purchase  of the  Minority  Interest  shall  comply  with the terms of this
Agreement and all applicable laws and regulations.

                                   ARTICLE VI
                      CONDITIONS OF THE BUYER'S OBLIGATIONS

         6.1 At the Closing Date, (i) the  representations and warranties of the
Seller  contained  in this  Agreement  shall be true and  correct  with the same
effect as if made on and as of the  Closing  Date;  (ii) the  Seller  shall have
performed all of its  obligations  hereunder and satisfied all the conditions on
its part to be satisfied at or prior to the Closing Date,  (iii) no  preliminary
or  permanent  injunction  or other  order or decree  by any court of  competent
jurisdiction,  law or regulation  prohibiting or otherwise  restraining the sale
and purchase of the Minority Interest contemplated hereunder shall be in effect;
and (iv) such sale and purchase of the Minority  Interest  shall comply with the
terms of this Agreement and all applicable laws and regulations.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1 Termination. This Agreement may be terminated, and the transactions
contemplated  hereby may be abandoned  at any time (i) by the mutual  consent of
the Seller and the  Buyer;  (ii) by the  Seller,  if the Buyer  breaches  in any
material respect any of its representations, warranties, covenants or agreements
contained in this  Agreement;  (iii) by the Buyer, if the Seller breaches in any
material  respect  any  representations,  warranties,  covenants  or  agreements
contained in this Agreement; or (iv) by either the Seller or the Buyer if any of
the  conditions to the Closing is not fulfilled or waived by the party for whose
benefit the conditions exist on or prior to the Closing Date.


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<PAGE>

         7.2 Binding  Effect.  All the terms and  provisions  of this  Agreement
shall be  binding  upon and inure to the  benefit of the  parties  hereto and to
their respective successors and permitted assigns.

         7.3 Further Assurances.  Each party agrees that it shall cooperate with
the  other  party to  facilitate  the  consummation  and  implementation  of the
transactions contemplated by this Agreement in an expeditious manner. Each party
agrees to execute such further and other documents, certificates, deeds or other
instruments as may be reasonably required or requested by the other party.

         7.4 Governing  Law. This  Agreement  shall be governed and construed in
accordance  with the internal laws of the State of New York,  without  regard to
its conflict of laws principles.

         7.5 Dispute Resolution.

                  (a)  Any  dispute,  controversy  or  claim  arising  out of or
relating  to this  Agreement,  or the  interpretation,  breach,  termination  or
validity  hereof,  shall first be resolved  through  friendly  consultation,  if
possible. Such consultation shall begin immediately after either Seller or Buyer
has delivered to the opposite party a written request for such consultation (the
"Consultation Date"). If the dispute cannot be resolved within 30 days following
the  Consultation  Date, the dispute shall be submitted to arbitration  upon the
request of either Party, with written notice to the other Party.

                  (b) Arbitration shall be conducted in New York, New York under
the auspices of the American Arbitration  Association ("AAA") in accordance with
the commercial arbitration rules and supplementary  procedures for international
commercial  arbitration  of the  AAA.  There  shall  be  three  arbitrators--one
arbitrator  shall  be  chosen  by  each  party  to the  dispute  and  those  two
arbitrators shall choose the third arbitrator. All arbitration proceedings shall
be  conducted in English.  Each party to the dispute  shall  cooperate  with the
other  in  making  full  disclosure  of and  providing  complete  access  to all
information  and  documents  requested  by the  other  party to the  dispute  in
connection  with the  arbitration  proceedings.  Arbitration  shall be the sole,
binding,  exclusive  and final  remedy for  resolving  any  dispute  between the
parties  thereto;  either  party  thereto  may apply to any  court of  competent
jurisdiction  in the State of New York for  enforcement  of any award granted by
the arbitrators.

                  (c) During the period when a dispute is being resolved, except
for the matter being disputed,  the Parties shall in all other respects continue
to abide by the terms of this Agreement.

         7.6 Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the Buyer and the Seller with respect to the subject
matter hereof. This Agreement supersedes all prior agreements and
understandings, written or oral, between the parties relating to the subject
matter hereof.


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<PAGE>

         7.7 Amendment. Any amendment to this Agreement shall be made in writing
and shall be signed by duly authorized representatives of both parties hereto.

         7.8  Severability.  If any term or other provision of this Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy,  all other terms and  provisions  of this  Agreement  will  nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party hereto.  Upon any such  determination that any term or other provision
is invalid,  illegal or incapable  of being  enforced,  the parties  hereto will
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable manner, to the end
that the  transactions  contemplated  by this  Agreement are  consummated to the
extent possible.

         7.9  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which is deemed to be an  original,  but all of which are
one and the same agreement,  it being understood that each party hereto need not
sign the same  counterpart.  Facsimile  copies of original  signatures by either
party hereto shall be deemed to be originals of such signatures.

         7.10 No  Liability  for Losses.  The Seller  shall not be liable to the
Buyer for any loss of profits, loss of revenue, lost opportunity,  lost business
or other losses, including indirect or consequential losses.



                             SIGNATURE PAGE FOLLOWS














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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their  respective  duly  authorized  representatives  as of the date
first above written.



                                                  JADE PROFIT INVESTMENT LIMITED



                                                  By:  /s/ Norbert Sporns
                                                     ---------------------------
                                                  Name:  President
                                                  Title: CEO




                                                  HAINAN FUYUAN INVESTMENT
                                                  COMPANY LIMITED


                                                  By: /s/ Fu Sheng Wang
                                                     ---------------------------
                                                  Name:  Fu Sheng Wang
                                                  Title: President


















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<PAGE>

                                    EXHIBIT A

                             CERTIFICATE OF TRANSFER

                                                                 August 17, 2004



Gentlemen:

         Reference  is made to that  certain  Purchase  Agreement,  dated  as of
August 17, 2004 (the  "Purchase  Agreement"),  between  Jade  Profit  Investment
Limited, a British Virgin Islands limited liability  corporation  ("Jade"),  and
the undersigned. Capitalized terms used herein which are defined in the Purchase
Agreement shall have the same meanings when used herein as therein defined.

         The undersigned  hereby  acknowledges  receipt from Jade of immediately
available funds in the amount of US$5.7 million,  constituting  the full payment
of the Purchase Price for the Minority  Interest.  The undersigned hereby sells,
conveys,  transfers and delivers to Jade the Minority Interest,  pursuant to the
terms of the Purchase Agreement.

         Please acknowledge receipt of the Minority Interest below.



                                          Very truly yours,


                                          HAINAN FUYAN INVESTMENT
                                          COMPANY LIMITED


                                         By:
                                            ------------------------------------
                                            Name:  Fu Sheng Wang
                                            Title: President

         Pursuant to the Purchase Agreement, Jade hereby acknowledges receipt of
the Minority Interest transferred thereto by Hainan hereunder.



                                          JADE PROFIT INVESTMENT LIMITED


                                          By:
                                             -----------------------------------
                                             Name:  Norbert Sporns
                                             Title: CEO

















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