EXHIBIT
      10.4

     

    Water
      Supply Agreement

    


    Party
      A: Winner Medical & Textile Ltd. Tianman (“Winner
      Tianmen”)

    Hubei
      Winner Textiles Co., Ltd. (“Winner Hubei”)

    


    Party
      B: Tianmen Yuekou Water Supply Co., Ltd.

    


    Whereas:
      Party B
      is short of fund for its water supply channel reconstruction and it is presently
      supplying manufacturing and living water to Party A. Party B asks Party A for
      financial aid. 

    


    Therefore,
      through
      mutual negotiation and based on mutual benefit, the parties have reached the
      following agreement regarding water supply and relevant issues:

    


    	1.      	
            Party
              A shall pay RMB 2.5 million to Party B before December 25th, 2004 as
              prepaid fees for Party A’s manufacturing and living water for 15 years,
              from August 25th
              2004 to August 24th
              2019,. 

          


    


    	2.      	
            Party
              A shall pay in three installments. The first installment of RMB 1.2
              million is to be paid before August 31st,
              2004. The second installment of RMB 0.5 million is to be paid before
              October 31st
              2004 while the last installment of RMB 0.8 million is to be paid before
              December 25th
              2004.

          


    


    	3.      	
            During
              the period from August 25th
              2004 to August 24th
              2019, Party B shall not ask Party A to pay any other fees or expenses
              for
              its manufacturing and living water and shall guarantee the normal and
              continuous supply for Party A’s manufacturing and living water within the
              said 15 years.

          


    


    	4.      	
            Within
              the valid period of this Agreement, Party B shall not charge Party
              A for
              increased use of water volume due to production increase. Party B shall
              take nto fully consideration of Party A’s increased production need when
              reconstructing its water supply channels and shall guarantee the water
              supply to Party A after its increase of production in hydraulic pressure
              and channel caliber (the hydraulic pressure shall be no less than 3
              kg).

          


    


    	5.      	
            As
              Party A shall pay Party B RMB 2.5 million as water fee for 15 years,
              Party
              B shall issue RMB 35,000 VAT invoice to Party A each month (RMB 30,000
              for
              Winner Tianman and RMB 5,000 for Winner Hubei) from August 25th
              2004 to August 24th
              2019.

          


    


    	6.      	
            Within
              the valid period of this Agreement, the performance of this Agreement
              shall not be affected by change of equity share, company name, legal
              representative, merge or transfer of either party, this Agreement shall
              still be effective and the successor of either party shall fulfill
              the
              rights and obligations under this Agreement as
              well.

          


    


    	7.      	
            Breach
              of Agreement: In case of Party A’s breach of this Agreement, it shall pay
              30% of the total amount as fine for breach of agreement. In case of
              Party
              B’s breach of the Agreement, it shall refund twice the amount it has
              received from Party A plus interests.

          


    


    	8.      	
            Arbitration:
              Any dispute occurred relating to the performance of this Agreement
              shall
              be settled through friendly consultations. In case no settlement can
              be
              reached, the dispute shall be submitted to Tianmen Municipal Arbitration
              Committee.

          


    


    	9.      	
            This
              Agreement is signed in two originals and each party shall retain one
              original. This Agreement shall become effective once it is signed and
              stamped by both parties. 

          


     

    
      
        	
                Party
                  A (official seal):

              	
                Party
                  B (official seal):

              
	 	 
	
                Winner
                  Medical & Textile Ltd. Tianman

              	
                Tianmen
                  Yuekou Water Supply Co., Ltd.

              
	 	 
	
                Hubei
                  Winner Textiles Co., Ltd.

              	 


      

August
      2nd,
      2004