Exhibit 10.2

   

                             CONTRACT FOR PROJECT

This Contract is entered into effect on this day, March 11,1995, by and bet3ween
Goung-Lee  Construction Co., td.  (hereinafter  called "Party A") and Qualyserve
Construction  CO.,  Ltd.  (hereafter  called  "Party B").  Both parties agree as
follows:

1.   Project title:  Erection of Structural Stel of Passenger  Terminal  Project
     II, CKS International Airport.

2.   Work Scope:  For details,  refer to Price Quotation  (suprsonic  inspection
     shall be conducted on steel plate with a thickness at/over 19mm).

3.   Jobsite: Site of the Airport.

4.   The contracted total price: NT$ 72,263,400(excluding 5%VAT), as detailed in
     the price quotation.

5.   Estimation on the accomplished works for payment.

     1)   Estimation on the accomplished works shall be conducted on th 25th day
          of each month (if the day falls on a public holiday,  the day shall be
          advanced for 1 day) to verify the works  accomplished over the past 30
          days  and the  ratio  to the  scheduled  progress.  Payment  shall  be
          released after having retained 10% of the amount. If inspection on the
          works for  estimation  purpose  cannot be  finished by the 25th of the
          month, no payment shall be made.


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     2)   At th time of the  estimation,  party B  shall  submit  invoice  at an
          amount same as that for the estimation in conjunction  with( ) Request
          for  inspection  certifice  by  party  A, ( )  delivery  note (or hole
          boring) and weighing list (or cutting list)  certified by the in-charg
          prsonnel of party A, and ( ) the Daily Status Report.

     3)   Party  may give to party B a notice  for  suspension  from the work or
          defer the works  commensurate  with the progress in the related  works
          and status of rush work, or deduct payment under the estimation of the
          accomplished  works of the month till party B has made  remedies  by a
          deadline.

Terms of payment:

     1)   Payment under the estimation of the accomplished works:

          A.   No  payment  shall be made when the  accomplished  works  fail to
               conform to the requirements for such estimation purpose and party
               B fails to be make remedies by a deadline.

          B.   If the works conform to the requirements for estimation  purpose,
               party A shall mail a cheque  maturing in 60 ays in favor of party
               B to the address shown on the invoice on 10th of each month.

     2)   Deduction: Payment under estimation of the accomplished works shall be
          subject to deduction of man-date ccost,  compensation  for loss of the
          tools  borrowed  from party A and repair cost advanced by party A, for
          which party A shall give papers in support of deductions.

     3)   The retained amount.

          A.   Fabrication

               A)   After the Owner and party A have  accepted  the entire works
                    (that is the entire  oproject  awarded by owner to party A),
                    completed  the account  statement  and party B has  finished
                    procedure for project warranty, the retained amount shall be
                    released  o;n a  lump-sum  basis  in the  form  of a  cheque
                    maturing in 3 months.

               B)   Within one year after  completion  of the entire  structures
                    and party B has satisfied the requirements for warranty, the
                    retained amount shall be released on a lump-sum basis in the
                    form of a cheque maturing in one month.

6.       Work duration:

          ( ) refer to the attached work schedule.

          ( )in keeping with progress of party A's works

          ( ) refer to the attached price quotation for this project.

7.       The liquidated damages.

          1)   If party B fails to  complete  the works in  conformity  with the
               deadlin  under the contract or work  schedule of party A, penalty
               shall  be  meted  out  for an  amount  equivalent  to 0.3% of the
               contracted total price, to be deducted from dye payment, or party
               B or its  gua4rantor  shall be  liable  for  compensation  if the
               amount of due payment is insufficient for deduction.

          2)   If the recieving inspection calls for excavation or demolition of
               a part of the works,  paty B shall not refuse to cmply with, make
               repairs  or  restoration  afterwardds  without  refusal  to  make
               repairs  or delay  under the  remedy in the  first  paragraph  of
               Article  493  of  Civil  Code.   In  case  of  discovery  of  any
               discrepancies  between  the  works  and  the  requirements  under
               drawings/construction specification, the repairable portion shall
               be  repaired  by  a  deadline;   whereas  the  non-repairable  or
               remediable  portion shall be dismantled for rework by a deadline;
               otherwise,  penalty shall be meted out for an amount quivalent to
               0.3% of the  contracted  total price on a daily basis and party A
               may  continue  to work on the project on behalf of party B at the
               cost of party B.

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          3)   Party B shall  be  liable  for  compensation  to  party A for the
               damage resulting from delay on the part of party B.

8.   Engineering drawings
     Engineering drawings,  cosntruction  specification and other annexes shall
     be the integral part of the contract. In case of omissions,  descrepancies,
     or othe necessary technologies as required accordng to general practice of
     the trade, party B shall comply with the interpretation of party A; whereas
     party B shall not evade or request for extra  compensation or for extension
     to the work uration.  In case of any omission in the  engineering  drawing,
     party  B  shall  refer  it to  party  A and  work  out  recommendations  on
     improvement  of  correction  upon  discovery;  otherwise  party B shall not
     request for extension to work duration.

9.   Change order:

     (1)  Party B shall comply  with  change order issued by party a which would
          call for  increase or decrease  in project  quantities.  In case of nw
          work items, unit price under the contract shall apply.

     2)   In case of change  order  issued by the Owner  calling for decrease in
          work items and/or  increase in new work items and project  quantities,
          party B shall comply with the same without  delay;  otherwise  party B
          shall be solely responsible for the resultant damages.

10. Termination to the contract

     When necessary,  party A may give to party B a notice of termination to the
     contract for any reasons;whereas party B shall unconditionally agree to the
     termaination.  For the accomplished works,  payment shall be made according
     to the contract unit price after receiving inspecton by party A.

11.  Dissolution to the contract.

     1)   If party B is involved in any of the following circumstances,  party A
          may dissolve the contract;  whereby party A may hire other  contractor
          to continue working on the project entirely or party, to which party B
          and its guarantor shall have no objection but shal compensate  party A
          for the resultant damages/losses. if party B fails to compensate party
          A, provisions under Article 32 shall govern.
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          A.   Party B fails to observe the date to start working on the protect
               under notice to proceed without  obtaining  permission from party
               A.

          B.   Party B. fails to maintain the work  schedule or take slow motion
               without compliance with instructions of party A.

          C.   Where certificate of registration for constructor is suspended by
               the competent authorities.

          D.   Where party B violates pro;visions under the contract.

          E.   Where the  capability  of party B is  insufficient  to the extent
               that  it  cannot  be   expected   to  fulfill   the   contractual
               obligations.

          F.   Where party B has assigned this  contract to othe rparty  without
               approval of party A, or the Owner  points out that  qualification
               of party B fails to meet requirements  under the contract between
               party A and the Owner.

          G.   Where  items under the  contract  call for  negotiations  between
               party A and party B, and in case no resolution  can be reached in
               negotiations  party A may at any time take back entire or part of
               the  project  items;  whereas  party  B  shall  not  request  for
               compensation.

          H.   Where the  responsible  person of party B's firm is  missing,  or
               under criminal punishment or dead, or the firm of party B becomes
               bankrupt to the extent that party B cannot be expected to fulfill
               the contractual obligations.

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          I.   Wher  party B offrs  rebate  or any kind of  gifts to  government
               officials,   representatives,   employees   or  other   concerned
               personnel in connection with payments under this contract.

     2)   In case of dissolution to the contract for the causes  attributable to
          the fault of party B, for which  party A elects to continu  working on
          the project or hire other  contractor for the works resuklting in loss
          to party A, party A shall deduct such loss from the  deferred  payment
          to party B, with remainder,  if any, paid to party B. If the amount of
          ddue payment is insufficient for deduction,  party B and its guarantor
          shall be liable for payment.  In case of delay in performing  the work
          on the  part of party B at the time of  dissolution  to the  contract,
          penalty shall be meted out accordingly.

     3)   In case of dissolution to the contract for the causes  attributable to
          the fault of party B, default  penalty shall be imposed on party B for
          an amount  equivalent to 10% of the contracted  total price that shall
          be  deductibe  from due  payment.  If the  amount  of due  payment  is
          insufficient, party B shall be liable for making it up.

12.  Overtime for rush work.
     If party B fails to maintain  the work  schedule to the extent that party A
     deems it necessary  for party B to work  overtime,  party A shall do so and
     absorb the overtime  pay. If party B fails to comply with  requirement  for
     overtime,  party A may take over the works and the costs  hall be  deducted
     from  payment  under  the  estimation  of the  accomplished  works  and the
     retained amount, if the said amounts are insufficient for deduction,  party
     B and its guarantor shall make it up.

13.  Assign

     1)   prior   to   receiving   inspection,    the   accomplished   and   the
          non-accomplished  works as well as the  materials at Jobsite shall not
          be  resold  or  transferred  to any  third  parties  or use  them  for
          hypothecation of collateral.

     2)   Except for the  non-conforming  materials  that must be  removed  from
          Jobsite  soonest,  no matrials,  scaffolds,  supports and machinery at
          Jobsit may be removed from Jobsite  without  consent from  Engineer of
          party A.

14.  Subcontracting
     Except  otherwise  specified  below,  party B shall  not have  the  project
     subcontracted;  otherwise party B shall be liable for compensating  party A
     for the resultant damages.

     1)   Where  party A  desginates  certain  structures  which call for use of
          special machinery for erection.

     2)   Where part of  professional  works  requiring  use of  professionalism
          benefiting party A after having obtained consent form party A.

15.  Project progress
     Prior to work,  party B shall  consider its own  capability  and experience
     before working out work  schedule,  construction  procedures,  construction
     methods,   layots,  personnel  organization  chart  and  plan  for  use  of
     construction equipment to be approved by party A.. Jobsite manager of party
     B shall submit daily status report in 3 folds (according to format of party
     A) to the construction  supervisor of party A on the following date for his
     signature;  with a copy  returned  to party B. Part A has a right to adjust
     projct progress, to which party B shall have no objection.

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16.  Power of construction supervisor of party A.

     1)   Party  A  may  assign   construction   supervisor   to  supervise  the
          construction works.

     2)   The construction supervisor shall perform the following misions within
          the project scope:

          A.   To provide  recommendations  on improvement  in the  construction
               works of party B

          B.   To exercise  corrections  and  recommendations  on  negligence in
               supervision on the part supervisor and workers of party B.

          C.   To give  guidance and  supervision  over the design  drawings and
               construction specification

          D.   To conduct inspection on the construction works.

          E.   Construction  of the project  works  which  cannot be open to the
               public shall be done only under  supervision of Engineer of party
               A.

          F.   In case of inferior materials and poor workmanship of the project
               which  fai  to  conform  to  the  requi4rements,  party  B  shall
               dismantle them for rework at no cost to party A.

     3)   If party B is involved in such irregularities as bribery or threats to
          the  construction  supervisor or the  concerned  personnel of party A,
          party A shall take legal  actions  and bar party B from taking part in
          the projects of party A for a period of time or permanently.

17.  Construction supervisor of party B.
     Party B shall assign experienced construction supervisor to be stationed at
     Jobsite  on a full  time  basis  who  shall be in  charge  of  construction
     management and work under direction of construction  supervisor of party A.
     If th construction supervisor of party B is incompetent, party A may demand
     for replacement.

18.  Materials provided by party A.
     Party B shall  take good  care of  materials  provided  by party A. For the
     return of unused  matrials,  deduction in weight of scrap shall be based on
     1% of weight of th finished products and return of materials shall be based
     on CP defined by party A. In case of no CP, the returned  material shall be
     deemed as steel scrap.

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19.  Materials and machinery provided by party B.    
     Except  for the  materials  to be  provided  by  party A  according  to the
     contract,  party B shall  at its own cost  furnish  all the  materials  and
     machinery. Materials shall be limited to the brand new ones for which party
     B  shall   submit   certificates   of  quality  and  price  issued  by  the
     manufacturer.  When party Doubts about  strength,,  components of nature of
     the materials and would like to have them tested,  party B shall submit the
     materials to the testing  organization  designated  by party A for tests at
     the  cost  of  party  B,  and  this  provision  shall  also  apply  to  the
     accomplished works.

20.  Receiving of th materials.    
     Party  B  shall  receive  materials  from  the  designated  place/warehouse
     according  to the agreed  upon  quantities,  and party B shall not  request
     replacement  of the  received  materials,  but shall  take good care of the
     same;  otherwise,  party B shall be solely responsible for the shortage, or
     damage so caused.

21.  Compensation for damages to third parties.     
     Party B shall  indemnify  and hold aprty A harmless  from and  against  any
     claims for  injuries/deaths  or damage to any  properties  or  interests of
     third parties which are  attributable to  construction  work on the part of
     party B.

22.  Partial use.

     1)   In case party A intends to make advance use the  completed  portion of
          th project, party A may use the same after receiving inspection.

     2)   Party A may also make use of the unfinished works upon having obtained
          consent from party B,  provided  that this shall not  interfere in the
          works of party B.

     3)   Party a shall be  responsible  for taking  good care of the  completed
          works being used in advance.

23.  Insurance.   
     Party B shall buy and keep group  insurance  policy for accidents  covering
     the  values  of the  project  as well as the  materials  and  machinery  at
     Jobsite,  and the assure  amount  shall not be less than NT$ 1 million  per
     person. Party B shall at its own cost buy labor insurance for its employees
     for which party B shall submit  photocoipy of labor insurance  policies for
     the first receipt of payment.

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24.  Receiving inspection and taking over.

     1)   Upon a  successful  initial  receiving  inspection  on  the  completed
          project, party A shll conduct final receiving inspection;  while party
          B shall provide personnel and tolls for the inspection. If the results
          in the receiving inspection indicate that the works fail to conform to
          specification,  party B  shall  make  remedies  to be  completed  by a
          deadline;  otherwise,  party  B  shall  compensate  party  A  for  the
          resultant  damages  according to Artilce 7 and party A may make use of
          the unpaid payments to make repairs. If the amount of such payments is
          insufficient for repairs, party B and its guarantor shall make it up.

     2)   Regardless  whether th design  drawings have specified or not, party B
          shall guarantee that the works shall conform to the  requirements  for
          acceptance  by the competent  authorities.  In case the results in the
          recieving  inspection  reflect  non-conformance  requiring  penalty or
          rework,  party B shakll bear the  consequences and the costs. If party
          Bfails to comply  with the same,  party A may  suspend  the process of
          estimation of the accomplished works for payment or retain part of due
          payment till party B has made satisfactory improvement.

     3)   Party B shall make timely  remedies as required in the findings in the
          initail and final receiving inspections; otherwise, it shall be deemed
          as a delay and penalty  shall be meted out  according to article 7, to
          which party B shall have no objection.

25.  Jobsite saftey and sanitation.

     1)   party B shall  comply with the rules of party A and shall  observe the
          reuirements under Law of Labor Safety & Sanitation.

     2)   Party shall observe  requirements  under Labor Standards Law in hiring
          works for the project  andd be solely  responible  for handling of the
          occupational  diseases and injuries and shall indemnify and hold party
          A  harmless   from  and  against   any  claims  for   diaster   damage
          compensation, which may be deducted from due payments.

     3)   Party B shall provide such safety  facilities as nets/ropes and assure
          that the workers shall wear safety helmets,  and th relevant costs are
          included  in the unit  price  under  the  contract,  which is based on
          NT$100 per each ton of steel frames.

26.  Notices.   
     Exchange of documents  relevant to the contract  between  parties  shall be
     persoally  handed  or  via  registered  mail,  which  become  the  contract
     documents.  If the recipient has objection,  he shall initiate coordination
     with the  sender in 7 days upon  receipt;  otherwise  it shall be deemed as
     tacit consent.  Drawings,  work schedule,  minutes of coordinating meeting,
     documents,  target for rush work and penalty  clauses  issued by party a to
     party B during construction shal be effect as that of the contract.

27.  Warranty period:    
     Party B shall offer 1-year project  warranty  commencing from the date of a
     successful receiving inspection.  In case of discovery of defects or damage
     of the  works  during  warranty  period  which  are  attributable  to  poor
     workmanship of party B, party B shall at its own cost mak repairs and renew
     the  recognizance  for the warranty.  In case of civil lawsuits or criminal
     lawsuits of national  compensation  in  connection  with this  project ater
     expire of warranty  period,  party A shall pace claims  against party b for
     compensation.

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28.  Jobsite management.   
     Party B shall take all measures to prevent such  disasters as fire,  floods
     and othe rincidents at Jobsite and shall prohibit gambling and intrudrs, or
     other  irregularities.  Party B shall  indemnify  and hold party A harmless
     from and  against  any  claims  for  compensation  of  diseased,  injuries,
     violation  of laws on the part of its  employees as well as injuries to any
     third parties of damage to properties of any third parties  resulting  from
     execution of the works.

29.  Safety facilities.  
     In the course of construction, party B shall set up warning flags in red at
     the  prominent  locations  of the  site and  lamps  shall be on at night or
     proved fencing system around Jobsite; set up traffic signs, lines and other
     signs as required by the Owner so as to assure  safety.  Party B shall take
     preventive measures against any safety hazards to people,  domestic animals
     and  public/private  properties  around  the  Jobsite  and party B shall be
     solely responsible for any accidents and the resultant damages.

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30.  Safe-guarding for the works.    
     Prior  to  acceptance  by the  Owner,  party B  shall  be  responsible  for
     safe-keeping  of the  completed  works and  materials at  Jobsite(including
     those provided by party A and party B) and shall absorb any damage or loss.

31.  Disaster control.

     1)   Within 24 hours upon occurrence of accidents or disasters resulting in
          injuries/deaths or damages, party B shall report to party A.

     2)   Party B sahll  be  solely  responsible  for  handling  of  damages  or
          compensation resulting from accidents or disasters

     3)   In case of  injuries/deaths  of employees of party B, party B shall be
          solely responible for the consequences.

32.  Guarantee.
     Party  B shall  secure  one or  more  private  firms  or  companies  as the
     guarnators for th project. In case party B fails to fulfill the contractual
     obligations or incapable of compensation  to party A, the guarantors  shall
     waive  ordains  beneficial  available  under  Article 743 of Civil Code and
     severally  liable  for  compensation  to  party  A for all  losses.  If the
     guarantor  losses  his  qualification,  party B shall at request of party A
     replace the guarantor.  Capital of the guarantor shall not be less than 15%
     of th contracted total price. If the guarantor happens to be a company, the
     corporate  license of the  cocmpany  shall  include a clause  for  guaranty
     externally.

33.  Coordination for construction projects.     
     In  case  party  A  hires  other  contractors  performing  other  works  or
     installation or temporary  facilities,  party B shall initiate coordination
     with the other  contractors  without  failure;  otherwise  party B shall be
     solely responsible for compensation  (according to decision of party A) for
     the loss  resulting  from  mistakes,  extension  to the work  duration  and
     accidents.

34.  Clean-up at Jobsite.
     Upon completion of the project, party B shall remove scraps, misc. articles
     and temporary facilities from Jobsite.

35.  Validity of the contract.     
     Validity  of this  contract  shall  commence  from the date hereof and till
     expire of warranty period that is after a successful  receiving  inspection
     and account settlement.

36.  Lawsuits.
     In case of lawsuits in connection with this contract, both parties agree to
     accept  Kaohsiung  District Court as the competent  authority for the first
     instances.

37.  Seal specimen
     Seals of party B shall be  identical to seal  speciman  card as approved by
     the  government,  which  shall be affixed to the letters of party B. In cas
     party B losses the seals, it shall put up advertisement announcing the loss
     of seals which shall be published on two local daily newspapers  designated
     by party A for 3 days.  Party B shall submit entire sheet of the newspapers
     for 3 days and 2 sheets of seal specimen to party A for perusal.

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38.  Revision and addendum.
     These shall be done  pursuant to  provisions  under  Article 17 relevant to
     subcontracting.

39.  If party A makes advance  payment for alternation to the works or the fees,
     party B shall be charged for 10% overhead in addition to the reimbursement.

40.  In case of relevant matters not specified thereunder,  the general practice
     in the trade shall prevail.

PARTY A:

Goung-lee Construction Co., Ltd.
Responsible person: LU, HSIUNG
Address: #236, Jen-lin Road, Wu Lin Village, Jen-wu Hsiang, Kaohsiung County
Tel: (07)372-6088
Business register certificate No,. 75938113

PARTY B:
Qualyserve Construction Co., Ltd.
Responsible person: C.H. Tsai
Address: 13, Lane 17, Chuwei N Street, Kangshan Township, Kaohsiung County
Tel:(07) 621-8245
THE GUARANTOR FOR PARTY B:

Name of the business:
Responsible person:
Address: