EXHIBIT
      10.2

     

    DISPOSAL
      AGREEMENT

    


    THIS
      AGREEMENT dated October 31, 2006 is made

    


    BETWEEN:--

    


    (1)
      PHYSICAL SPA & FITNESS INC., a Delaware corporation whose business address
      is at 40/F., Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong
      Kong
      (the "Vendor");

    


    and

    


    (2)
      Mr.
      NGAI KEUNG LUK, whose corresponding address is at Flat A, 5/F., Mei Foo Sun
      Cheun, 120 Broadway, Kowloon, Hong Kong (the "Purchaser").

    


    WHEREAS
      the Vendor has agreed to sell and the Purchaser has agreed to purchase the
      Disposing Shares subject to the terms and conditions hereinafter set
      out.

    


    IT
      IS
      HEREBY AGREED:--

    


    1.
      INTERPRETATION

    


    (A)
      In
      this Agreement and the Recitals hereto, unless the context otherwise
      requires:--

     

        "Business
      day" means a day other than a Saturday on which banks are open for business
      in
      Hong Kong;

    


        "Company"
      means Physical Beauty & Fitness Holdings Limited, details of which are set
      out in Schedule 1;

    


        "Completion"
      means the time fixed for completion pursuant to Clause 3(B) and where the
      context requires also means the performance by the parties of their


                 
      respective obligations in accordance with the provisions of Clause
      3;

    


        "Condition"
      means the condition set out in Clause 3(A);

    


        "Disposing
      Shares" means the one share of US$1.00 of the Company which represents the
      entire issued share capital of the Company;

     

        "Hong
      Kong"
      means the Hong Kong Special Administrative Region of the People's Republic
      of
      China; 

    


        "Share
      Exchange Agreement" means the agreement of even date between the Vendor and
      the
      Purchaser;

    


        "US$"
      means
      dollars of the United States of America.

    


    (B)
      In
      this Agreement, words importing the singular include the plural and vice versa,
      words importing gender or the neuter include both genders and the neuter and
      references to persons include bodies corporate or unincorporate.

    


    (C)
      References in this Agreement to statutory provisions are references to those
      provisions as respectively amended or re-enacted from time to time (if and
      to
      the extent that the provisions as amended or re-enacted are for the purposes
      hereof equivalent to those provisions before such amendment or re-enactment)
      and
      shall include any provision of which they are re-enactments (if and to the
      extent aforesaid) and any subordinate legislation made under such
      provisions.

    


    (D)
      References herein to "Clauses" and "Schedules" are to clauses of and schedules
      to this Agreement respectively and a reference to this Agreement includes a
      reference to each Schedule hereto.

    


    (E)
      The
      headings and table of contents in this Agreement are for convenience only and
      shall not affect its interpretation.

    


    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

    2.
      TRANSFER, CONVEYANCE, AND ASSIGNMENT OF THE DISPOSING
      SHARES

    


    Subject
      to satisfaction of the Condition, the Vendor as beneficial owner shall transfer,
      convey, and assign and the Purchaser shall accept and assume of the Disposing
      Shares (to be completed at Completion pursuant to Clause 3) free from all rights
      of pre-emption options, liens, claims, equities, charges, encumbrances or
      third-party rights of any nature and with all dividends, benefits and other
      rights now or hereafter being attached or accruing thereto as from the date
      of
      this Agreement.

    


    3.
      COMPLETION

    


    (A)
      Completion of this Agreement is conditional upon the shareholders of the Vendor
      having approved this Agreement as required under Delaware law and a Definitive
      Information Statement on Schedule 14C having been filed with the U.S. Securities
      and Exchange Commission (the “Commission”) and been mailed to shareholders, and
      twenty days have elapsed since such filing and mailing.

    


    (B)
      Completion shall take place immediately after the closing pursuant to the Share
      Exchange Agreement, provided that if closing pursuant to the Share Exchange
      Agreement does not take place, Completion shall not take place. Completion
      shall
      take place at the offices of 40/F., Tower One, Times Square, 1 Matheson Street,
      Causeway Bay, Hong Kong when all (but not part only) of the following businesses
      set out in sub-clauses (C) and (D) shall be transacted.

    


    (C)
      The
      Vendor shall procure that before Completion a board meeting of the Company
      is
      held and that at such meeting resolutions are passed to approve of the transfer
      of the Disposing Shares to the Purchaser or its nominee upon presentation of
      duly executed transfers.

    


    (D)
      At
      Completion:--

    


        
      (a) the Vendor shall deliver or procure the delivery to the Purchaser
      of:--

    


             
      (i)   instruments of transfer in respect of the Disposing Shares
      duly executed by the registered and beneficial 

                    
      owner thereof in favor of the Purchaser and/or its nominee;

             
      (ii)  the share certificates in respect of the Disposing
      Shares;


             
      (iii) certified true copies of any power of attorney or other authority pursuant
      to which this Agreement and any 

                   
      document referred to in (i) above may have been executed;

    


        
      (b) the Vendor shall deliver to the Purchaser in respect of the
      Company:--

    


             
      (i)  the corporate seal, cheque books, chops and all copies of the
      memorandum and articles of association of the Company;


             
      (ii) the statutory books of the Company duly made up to date and any unissued
      share certificates and such

                
        other records (including all title documents to the assets including
      financial records) of the Company as may exist;

             
      (iii) all current insurance policies, books and records, title documents of
      the
      Company, all contracts to which 

                   
      the Company is a party and such licenses, authorizations and registrations
      granted to or owned by the Company.

    


    (E)
      The
      Purchaser shall not be obliged to complete the purchase of the Disposing Shares
      or perform any obligations hereunder unless the Vendor complies fully with
      its
      obligations under Sub-Clauses (C) and (D).

    


    (F)
      For
      avoidance of doubt, this Agreement shall automatically terminate if the Share
      Exchange Agreement is terminated and the parties shall in such event be released
      from all their obligations hereunder and shall have no claims against each
      other
      for such termination.

    


    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    4.
      SET-OFF

    


    The
      parties agree that upon Completion, the Vendor shall be deemed to be released
      from all assets and properties of the Company; and all liabilities and
      obligations of the Vendor relating to the Company.

    


    5.
      CLAIMS

    


    (A)
      The
      Vendor hereby waives and agrees to waive all claims which it may have against
      the Company or in respect of any assets of the Company.

    


    (B)
      For
      the purpose hereof "Claims" means any and all rights and claims, contingent
      or
      otherwise and whether or not known to the parties or any of them, which the
      Vendor and may have against the Company subsisting at or before Completion,
      together with any such rights or claims arising out of any events or omissions
      at or before Completion.

    


    6.
      THE PURCHASER INDEMNITY

    


    It
      is
      being understood that the Purchaser is fully familiar with the operation of
      the
      Company. The Purchaser shall indemnify and hold harmless the Vendor (i) from
      any
      obligation and liabilities arising from this transaction, and (ii) any claim
      by
      or any obligation or liability to any third party arising out of or in relation
      to the Company or any assets of the Company, whether known or unknown, actual
      or
      contingent, to the extent the same are arisen on or before the closing under
      the
      Share Exchange Agreement, provided that notice of any claim under this Clause
      6
      by the Vendor must be delivered by the Vendor to the Purchaser within 2 years
      from Completion.

    


    7.
      TAX INDEMNITY

    


    (A)
      Subject to other provisions of this clause, the Purchaser hereby covenants
      with
      and undertakes to indemnify and keep indemnified the Vendor against any loss
      and
      liability suffered by the Vendor and costs and expenses reasonably incurred
      as a
      result of or in connection with any claim by any fiscal authorities falling
      on
      the Vendor resulting from or by reference to or arising out of the Disposing
      and
      purchase of the Disposing Shares herein.

    


    (B)
      If
      the Vendor shall become aware of a claim relevant for the purpose of this clause
      the Vendor shall forthwith give written notice thereof to the Purchaser at
      the
      address given in this Agreement (or such other address or addresses as the
      Purchaser may from time to time notify the Vendor for the purpose of this
      Agreement) and shall take such action as the Purchaser may reasonably request
      and at the costs of the Purchaser to avoid, resist or compromise any such
      claim.

    


    (C)
      The
      liabilities of the Purchaser under this clause shall cease after 24 months
      from
      Completion except in respect of matters which have been the subject of a bona
      fide written claim made within the said period by the Vendor to the
      Purchaser.

    


    8.
      ANNOUNCEMENTS AND CONFIDENTIALITY

    


    (A)
      Each
      of the parties hereby undertakes to the other that it will not, at any time
      after the date of this Agreement, divulge or communicate to any person other
      than to their respective professional advisers, or when required by law, or
      to
      their respective officers or employees whose province it is to know the contents
      of this Agreement or the negotiations in respect thereof and that it will not,
      at any time after Completion, divulge or communicate to any person other than
      to
      their respective professional advisers, or when required by law or to their
      respective officers or employees whose province it is to know, any confidential
      information concerning the business, accounts, finance or contractual
      arrangements or other dealings, transactions or affairs of the Company which
      may
      be within or may come to its knowledge and that it shall prevent the publication
      or disclosure of any such confidential information concerning such matters
      provided that the parties' obligations under this Sub-Clause (A) shall cease
      and
      determine upon Completion.

    


    (B)
      No
      public announcement or communication of any kind shall be made in respect of
      the
      subject matter of this Agreement unless specifically agreed between the parties
      or unless an announcement is required pursuant to relevant law or statutory
      requirements. Any announcement by either party required to be made pursuant
      to
      any relevant law or statutory requirements shall be issued only after such
      prior
      consultation with the other party as is reasonably practicable in the
      circumstances.

    


    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    9.
      NOTICES

    


    Each
      notice, demand or other communication given or made under this Agreement shall
      be in writing and delivered or sent by post or airmail or by facsimile
      transmission to the relevant party at its address or fax number set out below
      (or such other address or fax number as the addressee has by five (5) days'
      prior written notice specified to the other parties):--

    


    To
      the Purchaser:

    


    Flat
      A,
      5/F., Mei Foo Sun Chuen

    120
      Broadway,

    Kowloon,
      Hong Kong

    Fax
      Number: 852.2890.9484

    Attention:
      Mr. Ngai Keung Luk

    


    To
      the Vendor:

    


    40/F.,
      Tower One, Times Square

    1
      Matheson Street,

    Causeway
      Bay, Hong Kong

    Fax
      Number: 852.2573.2930

    Attention:
      Ms. Darrie Lam

    


    Any
      notice, demand or other communication so addressed to the relevant party shall
      be deemed to have been delivered (a) if given or made by letter, 3 business
      days
      after the date of dispatch, and (b) if given or made by fax, when
      dispatched.

    


    10.
      MISCELLANEOUS

    


    (A)
      The
      provisions of this Agreement shall, so far as they are capable of being
      performed or observed, continue in full force and effect notwithstanding
      Completion except in respect of those matters then already
      performed.

    


    (B)
      If at
      any time one or more provisions hereof is or becomes invalid, illegal
      unenforceable or incapable of performance in any respect under the laws of
      any
      relevant jurisdiction, the validity, legality, enforceability or performance
      in
      that jurisdiction of the remaining provisions hereof or the validity, legality,
      enforceability or performance under the laws of any other relevant jurisdiction
      of these or any other revisions hereof shall not thereby in any way be affected
      or impaired.

    


    (C)
      Time
      shall be of the essence of this Agreement.

    


    (D)
      Each
      party shall bear its own legal and professional fees, costs and expenses
      incurred in connection with this Agreement.

    


    (E)
      This
      Agreement shall be binding on and shall enure for the benefit of the successors
      and assigns of the parties hereto but shall not be capable of being assigned
      by
      any party without the written consent of the other party.

    


    (F)
      This
      Agreement sets forth the entire agreement and understanding between the parties
      or any of them in relation to the Disposing and purchase of the Disposing Shares
      the other transactions contemplated by this Agreement and supersedes and cancels
      in all respects all previous agreements, letters of intent, correspondence,
      understandings, agreements and undertakings (if any) between the parties hereto
      with respect to the subject matter hereof, whether such be written or
      oral.

    


    (G)
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and each of which shall
      be
      binding on and enforceable against the party who shall have executed
      it.

    


    (H)
      No
      variation or amendment to or waiver of any of the provisions of this Agreement
      shall be valid or effective unless in writing and signed by or on behalf of
      each
      party.

    


    (I)
      Each
      of the parties to this Agreement shall cooperate with the other and shall
      execute and deliver to the other such other instruments and documents and take
      such other action as may reasonably be requested from time to time by that
      other
      party in order to carry out, evidence and confirm their respective rights and
      the intended purpose of this Agreement.

    


    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

    11.
      GOVERNING LAW AND JURISDICTION

    


    (A)
      This
      Agreement is governed by and shall be construed in accordance with the laws
      of
      Hong Kong and the parties hereto hereby submit to the non-exclusive jurisdiction
      of Hong Kong in connection herewith.

    


    (B)
      The
      submission to the jurisdiction of the courts of Hong Kong shall not (and shall
      not be construed so as to) limit the right of either of the parties hereto
      to
      take proceedings against the other in any court of competent jurisdiction nor
      shall the taking of proceedings by either of the parties hereto in any one
      or
      more jurisdictions preclude it from taking proceedings in any other jurisdiction
      (whether concurrently or not) if and to the extent permitted by applicable
      law.

     

    
 

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Agreement as of the date first set forth
      above.

     

    
      	 	
              Physical
                Spa & Fitness Inc.

            
	 	
              (The
                Vendor)

            
	 	 
	 	
              By:
                /s/ Darrie Lam

            
	 	
              Name:
                Darrie Lam

            
	 	
              Its:
                Chief Financial Officer

            
	 	 
	 	
              Ngai
                Keung Luk

            
	 	
              (The
                Purchaser)

            
	 	 
	 	
              By:
                /s/ Ngai Keung Luk

            
	 	
              Name:
                Ngai Keung Luk

            
	 	
              (In
                His Individual Capacity)

            


    

    


    


    
      
        
        

      

      
        -
          5 -