DATED THE 15TH DAY OF JULY, 2000




                        Eternal Technology Group Limited



                                       and



                                Mr. Shang Jia Ji



                                    AGREEMENT

                            For the sale and purchase
                                 of interest in
                            Willsley Company Limited

<PAGE>


THIS AGREEMENT is made on the 15th July, 2000

BETWEEN:

1.   Eternal  Technology  Group Limited of Tropic Isle  Building,  P.O. Box 438,
     Road Town, Tortola, British Virgin Islands ("the Purchaser"); and

2.   Mr. SHANG Jia Ji of Unit 2407, China Resources  Building,  26 Harbour Road,
     Wanchai, Hong Kong (the "Vendor").

WHEREAS:

(A)  Willsley  Company  Limited ("the  Company") a company  incorporated  in the
     British  Virgin  Islands on 16th May,  2000 and had 100%  interest in Inner
     Mongolia Aershan  Agriculture & Husbandry  Technology  Company  Limited,  a
     foreign  enterprise  incorporated in the People's  Republic of China on the
     11th of July 2000.

(B)  The Vendor has a 100 percent interest in the Company (the "Sale Interest").

(C)  The  Purchaser has agreed to purchase 100 percent of the Sale Interest from
     the Vendor on the terms and conditions hereinafter appearing.


NOW IT IS HEREBY AGREED AS FOLLOWS:

1.   SALE AND PURCHASE OF SALE INTEREST

     The Vendor hereby agrees to sell to the Purchaser and the Purchaser  agrees
     to purchase  from the Vendor the 100 percent of the Sale Interest free from
     all claims, charges, liens,  encumbrances,  equities and third party rights
     and  together  with all  rights  attached  thereto  and all  dividends  and
     distributions declared, paid or made in respect thereof after the date at a
     consideration  of  USD47,108,346(United  States Dollars Forty Seven Million
     One Hundred Eight  Thousand Three Hundred and Forty six only) to be paid on
     completion.

2.   COMPLETION

2.1  Completion of the sale and purchase of the Sale Interest shall take place a
     Room 2407, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on
     or before 1st of August, 2000 (the "Completion Date") when the Vendor shall
     deliver to the Purchaser all the relevant documents necessary for effecting
     the transfer of the Sale Interest to the Purchaser.

3.   WARRANTIES AND REPRESENTATIONS

<PAGE>

3.1      The Vendor hereby warrants and represents to the Purchaser that each of
         the following matters are as at the date hereof and will be for all
         times up to and including the Completion Date, true and correct in all
         respects:

(a)  The  Vendor  is the  beneficial  owner of the Sale  Interest  free from all
     liens,  charges,  pledges,  options,  contracts,  pre-emption rights, third
     party rights and equities, and encumbrances of whatever nature and the same
     are  freely  transferable  by the Vendor  without  the  consent,  approval,
     permission, license or concurrence of any third party; and

(b)  The Vendor is fully capable of entering into this  Agreement and to perform
     all  obligation  and  duties  hereunder  without  the  consent,   approval,
     permission,  license or concurrence of any third party save as mentioned in
     this Agreement.


3.2  The Purchaser hereby warrants and represents to the Vendor that each of the
     following matters are as at the date hereof and will be for all times up to
     and including the Completion Date, true and correct in all respects:

(a)  The  Purchaser  is fully  capable of entering  into this  Agreement  and to
     perform all obligations and duties hereunder without the consent, approval,
     permission,  license or concurrence of any third party save as mentioned in
     this Agreement.

3.3  Each of the warranties and  representations,  undertakings  and indemnities
     contained in this  Agreement  will survive the  completion  of the sale and
     purchase of the Sale Interest.

3.4  Prior to the Completion Date, if any of the warranties,  representations or
     undertakings  in  this  Agreement  are  found  to  be  materially   untrue,
     inaccurate or misleading or have not been fully carried out in any material
     respect,  or in the event of the  Vendor  becoming  unable or failing to do
     anything  required  under this  Agreement to be done by it at or before the
     Completion  Date,  the  Purchaser  may by notice in  writing  rescind  this
     Agreement but without prejudice to any claim the Purchaser may have against
     the Vendor hereunder.

4.   ENTIRE AGREEMENT

     This  Agreement  constitutes  the entire  agreement  and the  understanding
     between the parties in connection with the subject-matter of this Agreement
     and  supersedes  all  previous  proposals,   representations,   warranties,
     agreements,  or  undertakings  relating  thereto  whether oral,  written or
     otherwise   and   neither   party  has   relied  on  any  such   proposals,
     representations, warranties, agreements, or undertakings.

5.   TIME

5.1  Time shall be of the essence of this Agreement.

5.2  No time or indulgence given by any party to the other party shall be deemed
     or in any way be  construed  as a waiver of any of its rights and  remedies
     hereunder.

<PAGE>

6.   CONFIDENTIALITY

     Other  than such  disclosure  as may be  required  by law or any  competent
     authorities, neither of the parties hereto shall make, and the Vendor shall
     procure  that the Company  will not make,  any  announcement  or release or
     disclose any  information  concerning  this  Agreement or the  transactions
     herein  referred  to or  disclose  the  identity  of the other  party (save
     disclosure  to  their  respective  professional  advisers  under  a duty of
     confidentiality) without the written consent of the other party.

7.   ASSIGNMENT

     This Agreement  shall be binding on and shall enure for the benefits of the
     successors  and assigns of the parties  hereto but shall not be assigned by
     any party without the prior written consent of the other party.

8.   NOTICES AND OTHER COMMUNICATION

     Any notice or other communication to be given under this Agreement shall be
     in writing and may be  delivered  by hand or given by  facsimile,  telex or
     cable. Any such notice or communication  shall be sent to the party to whom
     it is addressed and must contain sufficient reference and/or particulars to
     render it readily  identifiable with the  subject-matter of this Agreement.
     If so delivered by hand or given by  facsimile,  telex or cable such notice
     or  communication  shall deemed  received on the date of despatch and if so
     sent by post (or,  if sent to an address  outside of Hong Kong,  so sent by
     first class  air-mail)  shall be deemed  received 2 business days after the
     date of despatch.

9.   COSTS AND EXPENSES

     Each party shall bear its legal and  professional  fees, costs and expenses
     incurred in the negotiation, preparation and execution of this Agreement.

10.  GOVERNING LAW

     This  Agreement  shall be governed by and construed in accordance  with the
     laws of Hong Kong.

     IN WITNESS  whereof the parties hereto have executed this Agreement the day
     and year first above written.

 SIGNED by                                   )
 A director, for and on behalf of            )
 Eternal Technology Group Limited            )
 In the presence of                          )


 SIGNED by                                   )
 Mr.SHANG Jia Ji                             )
 in the presence of                          )