EQUITY TRANSFER AGREEMENT

 Exhibit 10.1

              GUANGDONG NEW GENERATION BUSINESS MANAGEMENT CO. LTD.
                            EQUITY TRANSFER AGREEMENT

          The  present agreement is entered  into  among  the following  parties
in  Guangzhou  on  the  20th  day  of  April  2004.

          Guoji  Enterprise  Co.,  Ltd., a limited liability company established
with  effective  duration  in  accordance  with  the  laws in the British Virgin
Islands.  Its  address  of  registration  is  Akara  Bldg.  24 De Castro Street,
Wickhams  Cay  I,  Road  Town, Tortola, British Virgin Islands. The company is a
wholly-owned  subsidiary  company  of  China  World Trade Corporation. The legal
representative of the company is Zeng Zhixiong (hereinafter abbreviated as Party
A  or  Transferee).

          Guangdong  Huahao  Industries  Group  Co.,  Ltd.,  a limited liability
company  established  with  effective  duration  in  accordance with the laws in
China.  Its  address  of  registration is 15/F, No. 198 Linhexiheng Road, Tianhe
District, Guangzhou City, Guangdong Province, China. The legal representative of
the company is Chen Zeliang (hereinafter abbreviated as Party B, or collectively
referred  to  as  Transferors  together  with  Party  C  and  Party  D).

          Huang  Zehua, a natural person of Chinese nationality, whose ID No. is
445221790628656  and  whose place of residence is Denggang Town, Jiedong County,
Guangdong Province (hereinafter abbreviated as Party C, or collectively referred
to  as  Transferors  together  with  Party  B  and  Party  D).

          Suo  Hongxia, a natural person of Chinese nationality, whose ID No. is
410311710225004  and  whose place of residence is Room 903, No. 14 Huajing Road,
Guangzhou  City,  Guangdong Province, China (hereinafter abbreviated as Party D,
or  collectively  referred to as Transferors together with Party B and Party C).

                                    PREFACE

     Whereas:
          1.  Parties  B,  C  and  D  jointly  invested  in the establishment of
Guangdong  New Generation Business Management Co., Ltd. (hereinafter abbreviated
as "Target Company") on April 3, 1998. The primary business scope of the company
includes  market  research  and  planning, sales agency of airline passenger and
freight  transportation, business agency and consultation on travel information.
Its  address of registration is Ground Floor, No. 980 North Jiefang Road, Yuexiu
District, Guangzhou City, Guangdong Province, China. The legal representative of
the  company  is  Zhu  Jianxin.

          2.  The Target Company is a limited liability company established with
effective  duration  in  accordance  with  the  laws  in  China.  The  company's
registered  capital is RMB fifteen million ( 15,000,000.00). The Transferors are
the  existing  shareholders  of  the  Target  Company  and,  as of the date this
agreement is signed, hold one hundred percent (100%) of the shares of the Target
Company.  To  be  specific, Parties B, C and D respectively hold eight-six point
sixty-seven  percent  (86.67%),  ten  percent (10%) and three point thirty-three
percent  (3.33%)  of  the  shares  of  the  Target  Company.

          3.  The  Transferors  agree  to  transfer  to the Transferee fifty-one
percent  (51%)  of the shares of the Target Company that they hold in accordance
with  the  prices set in Article 2.2 below as well as other terms and conditions
set  out  in  this agreement. The Transferee agrees to take over the transferred
shares  and  rights as mentioned above in accordance with the conditions set out
in  the  terms  of  this  agreement.

          Now  therefore,  the parties hereby enter into the following agreement
on  the basis of equality, voluntariness and consultation and in accordance with
the  existing  laws,  administrative  rules  and  regulatory documents in China:

          Article  One          Definition

          1.1  In  this agreement the following words and phrases are defined as
follows  unless  otherwise  specified  in  the  context:

          (1)  "China"  refers  to the People's Republic of China (not including
Hong  Kong  and  Macao  Special  Administrative  Regions  and  Taiwan Province);

          (2)  "Hong Kong" refers to the Hong Kong Special Administrative Region
of  the  People's  Republic  of  China);

          (3)  "Renminbi"  refers to the legal currency in the People's Republic
of  China;

          (4) "Share" refers to the shareholder's equity as held by the existing
shareholder  based  on  the  proportion  of  the amount of registered capital it
contributes  according  to  the  related  legal documents in the total amount of
registered  capital  of  the  Target Company. Generally speaking, the shares may
take  the  form  of  stocks,  share of equities and so on. In this agreement the
shares  are  calculated  in  percentages.

          (5)  "Transferred  shares" refer to the fifty-one percent (51%) of the
equities  in  the Target Company that the Transferors transfer out in accordance
with  the  conditions  and  arrangements  in  this  agreement.

          (6)  "Transfer  price"  refers  to  the transfer price as specified in
Articles  2.2.1  and  2.2.2  of  this  agreement.

          (7)  "Transfer  completion date" refers to the details in Article 6.1.

          (8)  "Existing  shareholders"  refer to the shareholders of the Target
Company  as  specified  by  the  most  recently  dated  effective  contracts  or
regulations  before  this  agreement  is  signed  and  takes  effect,  i.e.  the
transferring shareholders and the Transferors of the equities in this agreement.

          (9)  "Several enterprises" refers to the holding and (or) shareholding
companies  by  the  Transferors  as  in  Appendix  1.

          (10)  This agreement refers to the entire text, complete appendices of
the  agreement  as well as all other documents that all parties agree to list as
the  appendices  of  the  agreement.

          (11) "China World Trade Corporation"  refers to the company registered
in  the  State  of  Nevada  in  the United States of America and approved by the
securities regulatory authority in the United States as listed company. To avoid
misinterpretation,  it  is  important to note that China World Trade Corporation
holds  one  hundred  percent  (100%)  of  the  rights  of  the  Transferee.

          (12) "Asset  assessment  date"  refers  to the base date of the  asset
assessment.

          1.2  Articles,  clauses,  items  and appendices refer to the articles,
clauses,  items  and  appendices  of  this  agreement.

          1.3  The  headings  in  this  agreement  are  made  for  the  sake  of
convenience  and  do  not  affect  the  understanding  and interpretation to the
agreement.

          Article  Two          Equity  Transfer

          2.1  Share  of  Transfer

          2.1.1  All  the  parties  in this agreement agree that the Transferors
will  make  a  one-time transfer to the Transferee of fifty-one percent (51%) of
the  shares  of  the  Target  Company  that  they  hold  in  accordance with the
conditions  set  in  this  agreement.  To  be  specific,  (a)  Party B transfers
thirty-seven  point sixty-seven (37.67%) of the shares it originally owns in the
Target  Company  and retains forty-nine percent (49%) of the shares; (b) Party C
transfers  all of the shares (10%) it originally owns in the Target Company; (c)
Party  D  transfers  all  of the shares (3.33%) it originally owns in the Target
Company.

          2.1.2  After  the  paid transfer of the fifty-one percent (51%) of the
shares  from  the  above-mentioned  Target  Company,  the Transferee becomes the
controlling  shareholder  of  the  Target  Company.  Upon  the completion of the
transfer,  the  composition of the shares in the Target Company becomes: Party A
owns  fifty-one  percent (51%) of the shares and Party B owns forty-nine percent
(49%)  of  the  shares.

          2.2  Transfer  Price

          2.2.1  The  Transferee  purchases  the  "transfer  shares"  from  the
Transferees  at  the  transfer  price  of  RMB  ninety-one million eight hundred
thousand  (91,800,000.00),  in  which parties B, C and D respectively obtain the
transfer  prices  of  RMB seventy-nine million five hundred sixty-three thousand
and  sixty  (79,563,060.00),  RMB  nine  million  one  hundred  eighty  thousand
(9,180,000.00)  and  RMB  three  million  fifty-six  thousand  ninety-four
(3,056,940.00).

          2.2.2  The Transfer Price refers to the purchase price of the transfer
shares,  including  the  variety  of  shareholder's  equities  contained  in the
transfer  shares.  Such  shareholder's  equities  refer  to  all the current and
potential  equities  attached to the transfer shares, including all the benefits
represented  by  fifty-one percent (51%) of all the personal properties and real
estate  as  well  as  the tangible and intangible assets that the Target Company
owns.  They  also  include  but are not limited to all the profits and dividends
prior  to  the  completion  date  of  the equity transfer for the year 2004. The
Transfer  Price  does  not include: (a) any liabilities or other account payable
(hereinafter abbreviated as "Undisclosed Liabilities") of the Target Company not
listed  in  Appendix 2 of this agreement and (b) the existing shortfall, damage,
reduction  or loss of use value between the current assets of the Target Company
and  the checklist contents in Appendix 3 (collectively referred to as "Property
Devaluation  or  Damage".)

          2.2.3  In  case of Undisclosed Liabilities and Property Devaluation or
Damage  (if  existing),  the  Transferee  shall  shoulder  the  compensation
responsibilities  in  the proportion of fifty-one percent (51%) of the amount of
the  Undisclosed  Liabilities.

          Article  Three          Payment

          3.1  Means  of  Payment

          3.1.1 All the parties of the agreement agree that the Transferee shall
pay  to  the  Transferors the Transfer Price by means of the Renminbi it legally
owns  and the stocks it has the right of disposal of. Among the payment, (a) RMB
thirty  million  (30,000,000.00)  shall  be  made in cash, and (b) the remaining
Transfer  Price  to  the  Transferors  shall  be in the form of the additionally
issued  common stocks from China World Trade Corporation which will apply to the
securities regulatory authority in the United States for such issuance. The unit
price  per  share  of the stocks used for payment is converted as ninety percent
(90%)  of  the  average closing price for the ten (10) trading days prior to the
completion date of the transfer for China World Trade Corporation as well as the
foreign  exchange rate published by the State Administration of Foreign Exchange
of  China  as  of  the  date  of  the  additional  issuance.

          3.2  Time  of  Payment

          3.2.1  The  Transferee  shall,  on or before May 10, 2004, pay RMB ten
million  (10,000,000.00)  to  Party B of this agreement in the form of loan (see
Appendix 4; the Target Company and the primary shareholder Chen Zeliang of Party
B  shall guarantee such a loan). By the time when all the prerequisites detailed
in Clause 4.1 below are satisfied and fulfilled before the deadline specified in
Clause  5.1,  this  loan  may  be  converted  into  the  Transfer  Price  to the
Transferors.

          3.2.2  Within  five  (5)  business  days  of  the  satisfaction  and
fulfillment  of  all  the prerequisites detailed in Clause 4.1 of this agreement
and  of  the  completion  of  procedures by the Target Company with registration
management  authority  for  the  change of shareholders and for the new business
license,  the  Transferee  shall  pay to the Transferors the cash portion of the
remaining  Transfer  Price.  The  stock portion shall be paid to the Transferors
within  two  (2)  months  thereafter.

          3.2.3  All  the  parties  shall  pay  the  taxes  incurred  in "Equity
Transfer"  in  this  agreement  in  accordance  with  the  laws and regulations.

          3.2.4  The  Transferee  has the right to pay the Transfer Price to the
Transferors in any equivalent foreign currency (if necessary and not contrary to
the  existing  related  laws  and  regulations  in  China).

          Article  Four          Prerequisites  of  the  Equity  Transfer

          4.1  Only  after  the following prerequisites are completely satisfied
will  the  Transferee  fulfill  the obligation of paying off the entire Transfer
Price.

          (1)  For  the  purpose  of  the  transactions  in  this agreement, the
Transferors  shall unconditionally transfer to the Target Company all the shares
they  control  and  own  in  several enterprises so that the Target Company will
legally  become the legitimate shareholders of the several enterprises mentioned
above  and  enjoy  the  shareholder's  rights  in  proportion  to  the  shares
transferred.  The Transferors shall complete the related registration procedures
for  the  change  of  shareholders  on  or  before  June  1,  2004. However, the
registration  procedures  for  the  change  of  shareholders  for  Easy Boarding
Business  Trip  Service  Co., Ltd. of Guangzhou Baiyun International Airport and
Guangzhou Airport Travel Agency Co., Ltd. are not subject to the above-mentioned
time constraint, but such registration procedures for the change of shareholders
shall  be  completed  on  or  before  September  30,  2004.

          (2)  For  the  purpose  of  the  transactions  in  this agreement, the
Transferors  shall  urge  the  Target  Company to complete the purchase of sixty
percent  (60%)  of  the shares from each of Hainan Xinkaili Airline Service Co.,
Ltd,  Beijing  Golden  Eagle  Airline  Service  Co.,  Ltd. and Zhengzhou Shaolin
Tourism  Development Co., Ltd. The related registration procedures of the change
of  equities  shall  also  be  completed  on  or  before  June  1,  2004.

          (3) For the purpose of the transactions in this agreement, China World
Trade  Corporation  shall  apply  to  the securities regulatory authority in the
United  States  for  the  additional  issuance of common stocks and the approval
shall  be  obtained  on  or  before  June  15,  2004.

          (4) The Target Company and Party B of this agreement shall have signed
a  loan  arrangement  document on or before May 10, 2004, which mainly indicates
that  Party B will unconditionally provide to the Target Company with RMB thirty
million  (30,000,000.00)  (see  Appendix  5).

          (5)  The  Target  Company  and the Transferee shall have signed a loan
arrangement  document on or before May 10, 2004, which mainly indicates that the
Transferee  will  provide  to  the  Target  Company not more than RMB thirty-one
                                                    ---
million  two  hundred  twenty-four  thousand  five  hundred (31,224,500.00) (see
Appendix  6).

          (6)  The  Transferors  shall  have  completed all the legal procedures
regarding  the  transfer  of  shares  to  the  Transferee.

          (7)  The  Transferors  shall  have  completed all the approval, change
application  and  registrations regarding the equity transfer as required by the
related  national  regulatory  authority.

          (8)  Party  B  of this agreement shall have provided the resolution by
the  Board  of Directors and the shareholders' meeting of Party B approving such
an  equity  transfer.

          (9)  The  Transferors  shall  have  signed  a disclaimer exempting the
Transferee  from  undisclosed  liabilities before the equity transfer completion
date  and  the  tax  responsibilities  likely  to  be  caused  by  the transfer.

          (10) The  law  firm  that  the Transferee engages shall  have provided
legal  opinion proving the all above legal documents supplied by the Transferors
are  true and authentic. The law firm shall also have confirmed that the various
transactions detailed in this agreement are effective and legal according to the
law  and  that the agreement has the same legal binding force to all the signing
parties.

          4.2  The  Transferee  has  the  right  to  decide, of its own will, to
abandon  all  or  any  prerequisites  mentioned  in the above Clause 4.1 (except
Clause  4.1  (6)).  Such  a  decision  to  abandon  shall  be  made  in writing.

          Article  Five          Term  and  Termination

          5.1  Unless  otherwise  specified,  the  prerequisites detailed in the
above  Clause  4.1  shall  be  completed  on  or  before  June  15,  2004.

          5.2  In  case  any of the prerequisites in the above Clause 4.1 is not
fulfilled  before  the  deadline  specified  in  the  above  Clause  5.1 and the
Transferee  is not willing to drop these prerequisites, this agreement is deemed
as  terminated. All the rights, obligations and responsibilities for the parties
of this agreement become ineffective immediately and cease to be binding for the
parties  concerned.  When  this  happens,  the  Transferors  may not require the
Transferee  to  pay the Transfer Price as per this agreement. Meanwhile, Party B
of  this  agreement  should,  immediately or no later than fifteen (15) business
days  after the termination of this agreement, return to the Transferee the loan
and  the  interest that the Transferee has already paid to Party B in accordance
with  Clause  3.2.1  of  this  agreement.

          5.3  The  Target  Company shall complete its change of equities within
fifteen  (15) days calculated from the completion date set in Clause 5.1, namely
June 15, 2004 (Postponement may be allowed if the place of registration of Party
A  or  its  appointed Transferee is not in Mainland China, thus having to obtain
certain  permits  pertaining  to  Chinese-foreign joint ventures which may cause
postponement  and  delay  in  time.)

          5.4  For  the  purpose  of  the  transactions  in  this agreement, the
Transferors  and  the  Transferee will jointly appoint a legally qualified asset
evaluation  and  account auditing authority to complete the asset evaluation and
financial  auditing to the Target Company in accordance with the internationally
prevailing  rules  before  July  30,  2004.

          5.5  In  case of automatic termination of the agreement as detailed in
Clause  5.2,  the  parties  involved will restore the transferred shares. Mutual
cooperation  will  be  expected in the completion of various required procedures
(if  necessary  and not contrary to the existing related laws and regulations in
China).  Unless  regulated in this agreement or otherwise agreed by the parties,
the  Transferee  may  not  charge  any  fees  to  the  Transferors.

          5.6  All  the  parties  of  this agreement agree that no party will be
considered  defaulter  if,  after  reasonable  efforts have been made by various
parties,  the  prerequisites set out in Clause 4.1 still cannot be fulfilled and
this  agreement will thus be automatically terminated. In this case no party may
claim  damage  compensation  from  other  parties.

          Article  Six          Equity  Transfer  Completion  Date

          6.1  This  agreement will take effect upon signing. Upon completion of
various  legal  procedures  regarding change and registration as required by the
equity transfer, the Transferee will have the legal ownership of the transferred
shares and become the shareholder of the Target Company. However, the rights and
obligations  for various parties in this agreement will not considered fulfilled
until  the  prerequisites under Clause 4.1 of this agreement are fully satisfied
and  fulfilled  before  the  deadline  and until the day when the Transferee has
actually  paid  the  Transfer  Price  to  the  Transferors.

          6.2  The  Transferors agree to deploy all their resources to cooperate
with the accountant appointed by China World Trade Corporate in the auditing and
reporting  of  the  financial status of the Target Company during the past three
years  and three months in accordance with the American accounting standards, so
that  China  World Trade Corporation may comply with the disclosure requirements
for  the company to be listed in the United States. This auditing report must be
completed  within  sixty  (60)  days  starting  from  the completion date of the
transfer.

          Article  Seven     Appointment  and  Dismissal  of the Board Directors

          7.1  At  the  time  of  the  equity change for the Target Company, the
Transferee has the right to appoint directors into the Board of Directors of the
Target  Company  in  accordance  with  the  pertinent  regulations of the Target
Company  and  require them to assume all the responsibilities and obligations as
directors.

          Article  Eight          Asset  Assessment  Date for the Target Company

          8.1  In  accordance  with  Clause  5.4  of  this  agreement, the asset
evaluation  date for the Target Company is May 31, 2004, which is also the asset
assessment  date  for  the  company.

          8.2  The Transferors do not have to disclose any information regarding
the  normal business operation between the asset assessment date for the company
and  the  equity  transfer  completion  date.  The  Transferors  shall  take the
initiative  to  fulfill  the rights and obligations of the shareholders and keep
the  assets  of  the  company  intact  without  depreciation  or  damage.

          Article  Nine          Statement  and  Guaranty

          9.1  One  party  of  this  agreement  is  hereby  making the following
statement  and  guaranty  to  the  other  parties:

          (1)  All  the  information  in  the statement and guaranty made by the
various  parties  of  this  agreement  is  authentic,  complete  and  accurate.

          (2)  All  the  parties  in  this  agreement  have full civil capacity.

          (3)  All  the  parties  in  this  agreement  have  all  the  rights,
authorization  and  permission required for the signing of the agreement as well
as  the  rights,  authorization  and  permission required for the fulfillment of
every  obligation  listed  in  this  agreement.

          (4)  After  the authorized legal representatives of the parties in the
agreement  have signed the agreement, the relevant regulations in this agreement
constitute  the  legal,  effective  and  binding  obligations.

          (5)  Both  the  signing  of  the  agreement and the fulfillment of the
obligations  listed  in the agreement will not contravene, violate or go against
the  business  license/business  registration  permit,  rules,  any  laws  and
regulations, or the approval of any government organization or authority, or the
regulations  of  any  contract  or  agreement  as  a  signing  party.

          (6)  Prior  to  the  date  when  this  agreement becomes effective, no
circumstance will possibly constitute violation of related laws or prevention of
fulfillment  of  obligations  listed  in  this  agreement.

          (7)  To  the best of its knowledge, there is no pending or forthcoming
lawsuit,  arbitration or other legal, administrative or government investigation
that  is  related  to  the  issues  addressed in this agreement or that may have
negative  effect  on  the  signing  of  the  agreement  or  fulfillment  of  the
obligations  listed  in  the  agreement.

          (8)  The  party  discloses  to  other  parties  all the documents from
government  departments  that  it holds and that are related to the transactions
drafted  in  this  agreement.  Neither  these documents nor documents previously
provided  to  other  parties  contain  any untruthful representation or omissive
representation of important facts so that no contents of these documents contain
any  inaccurate  information  about  important  facts.

          9.2  The Transferors make the following guaranty and commitment to the
Transferee:

          (1)  Apart  from the written disclosure to the Transferee prior to the
signing  date  of this agreement, there is no ongoing, pending or upcoming major
lawsuit,  arbitration  or administrative procedures related to the equities that
the  Transferors  own  of  the  Target  Company.

          (2)  Apart  from the written disclosure to the Transferee prior to the
signing date of this agreement, there is no guarantee, pledge or warranty to any
third  party  about the equities that the Transferors own of the Target Company.
In  addition,  the  Transferors  are the legal and full owners of such equities.

          (3)  As  of the signing date of this agreement and the equity transfer
completion  date,  the  Target  Company  does  not owe the Transferors any debt,
profit  or  any  other  money.

          9.3  The commitment and guaranty (see Appendix 7) that the Transferors
make  about the behavior of the Target Company are truthful and accurate, and do
not  contain any omissive information which may be misleading to the Transferee.

          9.4 Unless otherwise prescribed in this agreement, the commitments and
guaranties  under  Clauses 8.1 and 8.2 of this agreement and Article Nine remain
legally  effective  after  the  completion  of the share transfer until June 30,
2005.

          9.5 If, before the prerequisites under Clause 4.1 are fully satisfied,
any guaranty or commitment is confirmed to be untruthful, misleading, inaccurate
or  incomplete,  the  Transferee  may,  within  14  days  of  receipt  of  the
aforementioned  notice  or  awareness  of  the  related  incident,  notify  the
Transferors  in  writing of the cancellation of the purchase of the "transferred
shares"  without  having  to  bear  any  legal  liabilities.

          9.6  The  Transferors promise to notify the Transferee in writing in a
timely  manner  should  there  be  any  major  incident  in serious violation or
contravention  of  the  guaranty  before  the prerequisites under Clause 4.1 are
fully  satisfied.

          Article  Ten          Liability  for  Breach  of  Contract

          10.1 The occurrence of any of the following incidents will  constitute
the  breach  of  contract  by  the  party  involved  under  this  agreement:

          (1)  Any  party  acts  in  violation  of any clause of this agreement.

          (2)  Any party violates any statement, guaranty or commitment it makes
in this agreement, or any statement, guaranty or commitment that any party makes
in  this  agreement  is  deemed  untruthful,  incorrect  or  misleading.

          (3)  The  Transferors,  without  prior  consent  from  the Transferee,
directly  or  indirectly sell any asset it owns in the Target Company to a third
party.

          (4)  Within  two  (2)  years  of  the  signing  of  the  contract, the
Transferors or the current shareholders of Party B of this agreement conduct the
same  business  as  the  Target  Company.

          10.2 In  case of breach of contract by any party,  the other party has
the  right  to request the immediate termination of the agreement and/or request
compensation  for  the  damage  thus  caused.

          Article  Eleven          Confidentiality

          11.1 Unless otherwise agreed in this agreement, all parties shall make
best  efforts  to  meek  confidential  all kinds of commercial information, data
and/or documents about the other party obtained in the course of fulfilling this
agreement,  including  any  content  in  this  agreement  and  other cooperative
projects  the  other  parties may be involved in. All parties shall require that
their  employees, agents and suppliers only obtain the above information when it
is  needed  for  the  fulfillment  of  the  obligations  of  the  agreement.

          11.2 The  above  restrictions  do  not  apply  to:

          (1)  the  data  and  information generally obtainable by the public at
the  time  of  disclosure.

          (2)  the  data generally obtainable by the public after disclosure not
due  to  the  fault  of  the  receiving  party.

          (3)  the data that the receiving party may prove  already  owned prior
to  disclosure  and  not  obtained  directly  or  indirectly from other parties.

          (4)  the above confidential  information  that  any party discloses to
its  direct  legal  counsel and financial advisor; such disclosure is made as an
obligation  to  the  related  government department as required by the law or is
made  as  required  by  the  normal  business  operation.

          (5)  disclosure  that  any  party  makes  to  its  bank  and/or  other
organization  providing  financing under the circumstance of the normal business
operation.

          (6) disclosure that the Transferee makes as required by the securities
regulatory  authority  or  related  laws  and  regulations.

          11.3 Both  parties  shall  enjoin  their respective  directors, senior
staff  and  other  employees  and directors, senior staff and other employees of
their  affiliate companies to observe the confidentiality obligations prescribed
in  this  agreement.

          11.4 For whatever reason this agreement is terminated, the contents in
this  article  remain  their  original  effectiveness.

          Article  Twelve          Forces  Majeure

          12.1 Forces Majeure  refer to any incident that all parties or any one
party  of  the  agreement  cannot  control or predict, or may predict but cannot
avoid,  and  that  happens after the signing date of the agreement and makes any
one  party  unable  to fully or partially fulfill this agreement. Forces majeure
include  but  are  not  limited  to  strike, staff riot, explosion, fire, flood,
earthquake,  hurricane  and/or  other natural disaster and war, civil commotion,
intentional  destruction,  requisition,  confiscation,  government  behavior  on
sovereignty,  changes in laws or inability to continue mutual cooperation due to
the  failure  to  obtain  government  approval  to certain issues or due to some
mandatory  regulations  and  requirements  from  the  government, as well as the
occurrence  of  other  major  event  or  outburst  of  any  incident.

          12.2 In  case  of  forces majeure, the party prevented from fulfilling
this agreement shall notify the other parties in the quickest manner without any
delay, and provide the other parties with a detailed written report on the event
within  fifteen  (15)  days  of  the  happening  of the force majeure. The party
affected by the force majeure shall take all reasonable actions to eliminate the
impact  of the force majeure and reduce the damage it causes to various parties.
The  parties  shall, based on the impact of the force majeure on the fulfillment
of  this  agreement,  decide whether to terminate or postpone the fulfillment of
this  agreement, or either partially or fully exempt the affected party from the
obligations  of  this  agreement.

          Article  Thirteen          Notice

          13.1 The  notice  under this agreement  shall be served in person, via
fax or express mail service to the address and number indicated below unless any
one party has notified the other parties in writing of the change in address and
number. If delivered via express mail service, the notice is deemed served after
five  (5) days of being mailed. If delivered in person or via fax, the notice is
deemed  served  the  day  following  the delivery day. If delivered via fax, the
original  notice shall be mailed via express mail service or delivered in person
to  the  other  parties.

          Party  A:     Guoji  Enterprise  Co.,  Ltd.
                        ----------------------------
          Address:      Room  1217,  12/F, The Metropolis Tower, 10  Metropolis
                        Drive,  Hunghom,  Hong  Kong
          Receiver:     Zeng  Zhixiong
          Telephone:    852-2787  2005
          Fax:          852-2787  0005

          Party  B:     Guangdong  Huahao  Industries  Group  Co.,  Ltd.
          Address:      15/F,  No.  198  Linhexiheng  Road,  Tianhe  District,
                        Guangzhou  City,  Guangdong  Province,  China
          Receiver:     Chen  Zeliang
          Telephone:    8620-8764  8193
          Fax:          8620-8764  8166

          Party  C:     Huang  Zehua
          Address:
          Telephone:
          Fax:

          Party  D:     Suo  Hongxia
          Address:
          Telephone:
          Fax:

          Article  Fourteen          Supplementary  Provisions

          14.1 Any  amendment  to  the  agreement  takes official effect  at the
consultation  and  approval  of the parties involved and at the signature of the
authorized  representatives  on  the written document. It shall form an integral
part  of  the  agreement and the amended contents of the agreement shall prevail
over  the  original  contents.

          14.2 Any  extension  or  continuation  that any party of the agreement
grants  to the other party for the latter's default or delay shall not be deemed
as  the abandonment of the party's rights and power. Nor shall it damage, affect
or  limit  all  the right and power the party has in accordance with the related
laws  and  regulations  of  China.

          14.3 Invalidity, ineffectiveness and inexecutability of  any clause in
this  agreement  do  not  affect  or  undermine  the  effectiveness,  effect and
executability of other clauses. However, all parties of the agreement shall stop
performing the invalid, ineffective and inexecutable clauses and make amendments
within  the  scope closest to their original meanings so that they become valid,
effective  and  executable  for  the  particular  facts  and  situations.

          14.4 Depending  on  the  needs of the situation, the equity transferee
may  transfer  all  or  partial  rights and obligations in this agreement to its
affiliated  company. In doing so the Transferee shall send written notice to the
Transferors.

          14.5 The  Transferee  shall  be  responsible  for  the  auditing  and
assessment  fees  for  the  Target  Company  as  incurred in the equity transfer
mentioned  in  this  agreement.

          14.6 All  the  arrangements  on  equity  transfer between the  parties
involved  in  this  agreement  shall  replace any previous intent, expression or
understanding regarding this agreement. Amendments or additions may be made only
when  the  authorized  representatives from both parties have signed the written
documents.

          14.7 If  not fully fulfilled before the  transfer completion date, the
arrangements  in  this agreement shall remain fully effective after the transfer
completion  date.

          14.8 For  any business not covered  in this agreement, the parties may
enter  into  additional  agreement  through direct consultation and negotiation.

          14.9 The  original  of  this  agreement  is  made  in quadruplicate in
Chinese,  with  each  party  holding  one  copy.

          Article  Fifteen     Applicable  Laws

          15.1 The  laws,  administrative  regulations  and  normative documents
apply  to the signing, validity, interpretation, fulfillment, implementation and
settlement  of  disputes  in  this  agreement.

          Article  Sixteen          Settlement  of  Disputes

          16.1 For  all  the  disputes  arising  from  the  fulfillment  of this
agreement  or  in  connection  with  the  agreement, the parties involved in the
agreement  shall  settle  through  negotiation.  In  the  case  of  failure  in
negotiations, any party may submit the dispute to China International Economic &
Trade  Arbitration  Commission,  Shenzhen  Commission,  which  will  conduct
arbitration  in  accordance with the Commission's arbitration rules in effect at
the  time  of  application  for arbitration. The arbitral award is final and has
ultimate  legal  effect  on  all  parties.

          Article  Seventeen          Appendices

          17.1 All  the  appendices  to  this  agreement  are  integral  part of
the  agreement  and  have  same  legal effect as the main body of the agreement.

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Party  A:
Authorized  Representative  (Signature):

Party  B  (Seal):
Authorized  Representative  (Signature):

Party  C  (Signature):

Party  D  (Signature):

 

Basic Info X:

Name: EQUITY TRANSFER AGREEMENT
Type: Equity Transfer Agreement
Date: July 16, 2004
Company: CHINA WORLD TRADE CORP
State: Nevada

Other info: