EX-10.31 SINO-FOREIGN EQUITY JOINT VENTURE CONTRACT

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                                                                EXHIBIT 10(xxxi)

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                   SINO-FOREIGN EQUITY JOINT VENTURE CONTRACT

                                       FOR

                   RONGCHENG CHENGSHAN STEEL CORD COMPANY LTD

                                 BY AND BETWEEN

                         CHENGSHAN GROUP COMPANY LIMITED

                                       AND

                       CTB (BARBADOS) INVESTMENT CO. LTD.

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                                OCTOBER 27, 2005

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                                TABLE OF CONTENTS

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CHAPTER                                                                     PAGE
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CHAPTER 1      DEFINITIONS...............................................    01

CHAPTER 2      PARTIES TO THE CONTRACT...................................    01

CHAPTER 3      ESTABLISHMENT OF THE JOINT VENTURE........................    02

CHAPTER 4      PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE...........    03

CHAPTER 5      TOTAL INVESTMENT AND REGISTERED CAPITAL...................    03

CHAPTER 6      REPRESENTATIONS AND WARRANTIES............................    05

CHAPTER 7      RESPONSIBILITIES OF THE PARTIES...........................    06

CHAPTER 8      BOARD OF DIRECTORS........................................    08

CHAPTER 9      OPERATION AND MANAGEMENT..................................    11

CHAPTER 10     LABOR MANAGEMENT..........................................    13

CHAPTER 11     FINANCIAL AFFAIRS AND ACCOUNTING..........................    14

CHAPTER 12     PROFIT DISTRIBUTION.......................................    15

CHAPTER 13     TAXATION AND INSURANCE....................................    16

CHAPTER 14     PURCHASE OF MATERIALS AND SALE OF PRODUCTS................    16

CHAPTER 15     CONFIDENTIALITY AND NON-COMPETE...........................    16

CHAPTER 16     DURATION, TERMINATION AND LIQUIDATION.....................    18

CHAPTER 17     BREACH OF CONTRACT........................................    22

CHAPTER 18     FORCE MAJEURE.............................................    22

CHAPTER 19     DISPUTE RESOLUTION........................................    23

CHAPTER 20     GOVERNING LAW & CHANGE OF LAW.............................    24

CHAPTER 21     EFFECTIVE DATE OF THE CONTRACT............................    24

CHAPTER 22     MISCELLANEOUS PROVISIONS..................................    24

APPENDIX 1     DEFINITIONS AND INTERPRETATION............................    28

APPENDIX 2     EQUITY TRANSFER/PLEDGE RULES..............................    32

APPENDIX 3     SHARE PURCHASE AGREEMENT                                      35
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                          EQUITY JOINT VENTURE CONTRACT

This Sino-foreign Equity Joint Venture Contract (this "CONTRACT") is made and
entered into in the People's Republic of China ("CHINA" or "PRC") on this 27th.
day of October, 2005, in accordance with the PRC Sino-foreign Equity Joint
Venture Law (the "JOINT VENTURE Law") and other relevant PRC laws and
regulations, by and among:

(1)   CHENGSHAN GROUP COMPANY LTD., a limited liabilities company duly organized
      and existing under the laws of the PRC with its legal address at No 98,
      North Nan Shan Road, Rongcheng City, Shandong Province, PRC ("PARTY A");
      and

(2)   CTB (BARBADOS) INVESTMENT CO. LTD., a company duly organized and existing
      under the laws of [Barbados] with its legal address at Chancery House,
      High Street, Bridgetown, Barbados, W. I. ("PARTY B").

(Each party is hereinafter individually referred to as a "PARTY" and
collectively as the "PARTIES".)

WHEREAS:

(A)   On the date of this Contract, Party A and Mr. Teng Liu-zhi [CHINESE
      CHARACTERS] ("MR. TENG") are the existing shareholders of Rongcheng
      Chengshan Steel Cord Co., Ltd. (the "COMPANY"), a limited liability
      company duly organized and existing under the laws of the PRC;

(B)   Party A will purchase from Mr. Teng, and Mr. Teng has agreed to sell to
      Party A, the Company's equity interests owned by Mr. Teng. Therefore,
      Party A will own all the equity interests of the Company prior to the
      Completion Date (as such term defined in the Share Purchase Agreement);

(C)   Party A has agreed to sell to Party B, and Party B has agreed to purchase
      from Party A, a portion of twenty five percent (25%) of the equity
      interest of the Company in accordance with the terms and conditions of the
      Share Purchase Agreement entered into among Party A, Party B and the
      Company on the date of this Contract; and

(D)   In accordance with the principles of equality and mutual benefit, the
      Parties have held friendly negotiations in relation to the terms and
      conditions for converting the Company from a domestic limited liability
      company into a Sino-foreign equity joint venture.

NOW, THEREFORE, the Parties hereby agree as follows:

                              CHAPTER 1 DEFINITIONS

Unless the terms or context of this Contract provide otherwise, capitalized
terms used herein without definition have the meanings assigned to them in
Appendix 1 attached to this Contract.

                        CHAPTER 2 PARTIES TO THE CONTRACT

2.1   The Parties. The Parties to this Contract are as follows:

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      (1)   Party A:                      Chengshan Group Company Ltd.

            Country of Registration:      PRC

            Legal Address:                No. 98, Nanshan Road North, Rongcheng
                                          City, Shandong Province, PRC

            Current Legal Representative: Che Hong-Zhi

            Nationality:                  Chinese

      (2)   Party B:                      CTB (BARBADOS) INVESTMENT CO. LTD.

            Country of Registration:      Barbados

            Legal Address:                Chancery House, High Street,
                                          Bridgetown, Barbados, W. I.

            Current Legal Representative: Harold C. Miller

            Nationality:                  U.S.A.

                  CHAPTER 3 ESTABLISHMENT OF THE JOINT VENTURE

3.1   Establishment of the Joint Venture. In accordance with the Joint Venture
      Law and other relevant PRC laws and regulations, the Parties hereby enter
      into this Contract for the establishment of the Joint Venture as a
      Sino-foreign equity joint venture in the form of a limited liability
      company.

3.2   Joint Venture Name, Legal Address.

      (1)   The name of the Joint Venture in English is "Rongcheng Chengshan
            Steel Cord Company Ltd."

            The name of the Joint Venture in Chinese is [CHINESE CHARACTER]

      (2)   The legal address of the Joint Venture is Chengshan Road, Rongcheng
            City, Shandong Province, PRC.

3.3   Limited Liability Company. The Joint Venture shall be organized as a
      company with limited liability under PRC law, liable for its own debts
      with its own assets. The liability of each Party shall be limited to the
      amount of the Registered Capital expressly subscribed by such Party. No
      Party shall be obligated at any time to provide any funds to, or on behalf
      of, the Joint Venture by way of capital contribution, loan, advance,
      guarantee or otherwise, except as specifically provided in this Contract,
      or as otherwise agreed to in writing by the Parties. The Parties shall not
      be liable for the debts of the Joint Venture, unless otherwise
      specifically agreed in writing between a particular creditor and the Party
      or Parties concerned. Subject to the terms and conditions of this
      Contract, the profits, risks and losses of the Joint Venture shall be
      shared by the Parties in proportion to their respective contributions to
      the Registered Capital.

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3.4   PRC Law. The activities of the Joint Venture shall be governed by, and its
      legal rights and operational autonomy shall be protected in accordance
      with, the laws and regulations of the PRC.

            CHAPTER 4 PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE

4.1   Purpose of Joint Venture. The purpose of the Joint Venture is to use
      advanced technology and management methods to develop, manufacture and
      sell the Products on the international and domestic markets and to earn a
      satisfactory return on investment for the Parties.

4.2   Scope of Business. The Joint Venture's scope of business shall be to
      design, develop, manufacture, and process (consuming both domestic and
      imported materials) steel cords and tire bead wires; provide technical
      support and after sales service for such products; and market and sell
      such products.

                          CHAPTER 5 REGISTERED CAPITAL

5.1   Registered Capital. The Registered Capital of the Joint Venture shall be
      Renminbi one hundred and thirty million (RMB(Y)130,000,000).

5.2   Schedule for Capital Contributions. For avoidance of doubt, the Parties
      hereby agree that (i) conversion of the Party A's equity interest of the
      Company into its Percentage Interest in the Registered Capital of the
      Joint Venture on the Establishment Date; and (ii) completion of Party B's
      payment of the Transaction Price (as such term defined in the Share
      Purchase Agreement) pursuant to the payment schedule stipulated in Article
      3.1 under the Share Purchase Agreement shall be deemed as completion of
      capital contribution of the Parties to the Joint Venture.

5.3   Conditions Precedent to the Contribution of Registered Capital.

      The Parties' contribution to the Registered Capital of the Joint Venture
      pursuant to Article 5.2 hereof shall be conditioned on the satisfaction of
      all of the following:

      (1)   Party A has acquired all the equity interests of the Company;

      (2)   the Examination and Approval Authority has issued a Certificate of
            Approval, and any required changes to this Contract have been agreed
            to in writing by the Parties;

      (3)   a Business License has been granted to the Joint Venture which
            authorizes the full scope of business of the Joint Venture described
            in Article 4.2 or any required changes thereto have been agreed to
            in writing by the Parties; and

      (4)   all Parties have obtained corporate approvals in respect of this
            Contract from their respective board of directors as may be
            necessary.

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5.4   Capital Contribution Verification and Certificate. An accountant
      registered in the PRC shall be engaged by the Joint Venture to verify the
      respective capital contributions of each Party and provide a capital
      verification report(s) accordingly. The Joint Venture, upon the receipt of
      a satisfactory capital verification report, shall issue a capital
      contribution certificate to the relevant Party. This certificate shall
      include the following items: name of the Joint Venture; the Establishment
      Date; the names of the Parties and the amount of their respective capital
      contributions; the date on which the capital contributions were made; and
      the date of issuance of the capital contribution certificate. Each capital
      contribution certificate shall be signed by the Chairman and the
      Vice-Chairman of the Joint Venture. The capital contribution certificates
      shall only certify the investment of each Party and shall not be deemed as
      a note or other negotiable instrument.

5.5   Financing. Subject to the terms and conditions of this Contract, to the
      greatest extent permitted by relevant law, the Joint Venture may finance
      its operations and capital needs by way of loans, including but not
      limited to shareholder loans, loans from such banks, other financial
      institutions or qualified lenders inside or outside of China and upon such
      terms and subject to such conditions as may be approved by the Board.

      Party A hereby undertakes to appropriately support, and to the extent
      necessary, provide a loan at an amount of US$ 6,400,000 to the Joint
      Venture as soon as practicable upon the Completion (as such term defined
      in the Share Purchase Agreement), which shall have a term of at least 10
      years bearing interest at the prevailing market rate and will be
      subordinated to the claims against and liabilities incurred by the Joint
      Venture.

5.6   Increase of Registered Capital. The Registered Capital of the Joint
      Venture may be increased by a unanimous resolution of the Board, which
      resolution shall stipulate the timing and other terms of such increase,
      with such increase subject to the approval of the Examination and Approval
      Authority and registration with the Registration Authority. If any Party
      chooses not to participate in any such additional investment in the Joint
      Venture, the other Party shall have the option to make the additional
      contribution to the Joint Venture's Registered Capital and the ownership
      percentages of the Parties' equity interests in the Joint Venture shall be
      adjusted accordingly.

5.7   Transfer of Equity Interests.

      (1)   If one Party wishes to transfer all or part of its Percentage
            Interest in the Joint Venture to any third party, it shall obtain
            the written consent of (including waiver of preemptive rights by)
            the other Party, and the transfer shall be presented to the
            Examination and Approval Authority for approval. The Party agree to
            be bound by the detailed rules set forth in Appendix 2 attached to
            this Contract, which rules are to implement the principle described
            in the preceding sentence.

5.8   Share Purchase. On the date of this Contract, Party A and Party B shall
      enter into a share purchase agreement (the "SHARE PURCHASE AGREEMENT") in
      substantially the form attached as Appendix 3 hereto, pursuant to which
      Party A has agreed to sell to Party B, and Party B has agreed to purchase
      from Party A, twenty five percent (25%) of the equity interest of the
      Company in accordance with the terms and conditions therein.

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                    CHAPTER 6 REPRESENTATIONS AND WARRANTIES

6.1   Representations and Warranties. Each Party hereby represents and warrants
      that, as of the date of this Contract and as of a date on which a Party
      makes a capital contribution to the Joint Venture in accordance with
      Article 5.2 herein, it:

      (1)   has the capacity and authority to enter into this Contract and to
            perform its obligations hereunder, and is duly organized and validly
            existing under the laws of the PRC in the case of Party A, and under
            the laws of Barbados in the case of Party B;

      (2)   is not a party to, bound by or subject to any contract, instrument,
            charter or by-law provision, statute, regulation, order, judgment,
            decree or law which would be violated, contravened or breached by,
            or under which any default would occur as a result of, the execution
            and delivery by such Party of this Contract or the performance by
            such Party of any of the terms of this Contract, or which restricts
            such Party from entering into this Contract or performing its
            obligations and abiding by the terms hereunder;

      (3)   has duly authorized, executed and delivered this Contract and that
            this Contract constitutes a legal, valid and binding obligation
            enforceable in accordance with its terms;

      (4)   will contribute capital or transfer shares in a manner which does
            not conflict with, violate or result in a breach of, any of the
            terms, conditions or provisions of any law, regulation, order, writ,
            injunction, decree, determination or award of any court,
            governmental department, board, agency or instrumentality or any
            arbitrator, or result in the creation or imposition of any lien,
            charge, security interest or encumbrance of any nature whatsoever
            upon such capital or shares;

      (5)   freely enters into this Contract and has not and will not hereafter
            incur any obligations or commitments of any kind which would in any
            way hinder or interfere with its acceptance or performance of its
            obligations hereunder; and

      (6)   (i) has carefully read the entire Contract including the Appendices
            hereto; (ii) fully understands all of the terms, conditions,
            restrictions and provisions set forth in this Contract, (iii) agrees
            that the terms, conditions, restrictions and provisions herein are
            necessary for the reasonable and proper protection of the business
            of the Joint Venture and the other Party, and (iv) acknowledges that
            each such term, condition, restriction and provision is fair and
            reasonable with respect to the subject matter thereof.

6.2   Representations and Warranties in Respect of the Company's Equity
      Interest. In respect of the Company's equity interest relating to the
      share purchase specified in Article 5.8 hereof, Party A represents,
      warrants and undertakes to Party B, as of the date of this Contract and as
      of the Completion Date (as such term defined in the Share Purchase
      Agreement), those representations, warranties and undertakings set forth
      in the Share Purchase Agreement are true, accurate and complete.

6.3   Cure and Indemnification Obligations.

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      (1)   In case of any breach of the Contract by any Party, it shall, in
            accordance with the direction of the non-breaching Party within
            thirty (30) days after receiving a notice of the non-breaching Party
            concerning any breach, take all necessary actions to cure such
            breach.

      (2)   Each Party agrees to indemnify and hold the other Party and the
            Joint Venture harmless from and against any and all claims, losses,
            damages, and costs arising out of any of its breach of any of its
            covenants or representations and warranties contained herein, .

                    CHAPTER 7 RESPONSIBILITIES OF THE PARTIES

7.1   Party A's Responsibilities. In addition to its other obligations under
      this Contract, Party A shall be responsible for the following matters:

      (1)   Providing capital contributions in accordance with the terms and
            conditions of this Contract;

      (2)   Using its best endeavors (acting at all times in close consultation
            with Party B) to assist the Joint Venture to:

            (a)   obtain all necessary governmental approvals and completing all
                  required registrations for the establishment and operation of
                  the Joint Venture;

            (b)   liaise with PRC national, provincial, municipal or local
                  governmental authorities and other relevant institutions or
                  organizations;

            (c)   obtain the most preferential tax, customs, foreign exchange
                  and other favorable treatment that are or may become available
                  to the Joint Venture and/or the Parties under relevant
                  national and local laws and regulations of the PRC; and

            (d)   procure necessary equipment, materials, articles for office
                  use, means of transportation, telecommunications facilities
                  and other public utilities, in accordance with the Joint
                  Venture's request.

      (3)   Using its best endeavors (acting at all times in close consultation
            with Party B) to assist the Joint Venture to register with the
            relevant tax bureau, to open such foreign exchange and RMB bank
            accounts, assist the Joint Venture with all required foreign
            exchange approvals, and assist the Joint Venture in applying for all
            approvals required to remit to Party B in foreign exchange
            distributable profits and all other payments required to be paid to
            Party B;

      (4)   Providing necessary assistance to the Joint Venture in recruiting
            suitable management personnel, technical personnel and other
            necessary employees to be employed by the Joint Venture;

      (5)   Assisting the Joint Venture to contact banks and other financial
            institutions inside the PRC and hold discussions with them with
            respect to the raising of any loans required by the Joint Venture;

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      (6)   Assisting foreign workers, staff, and personnel (including
            Directors, managers, technicians, and contractors appointed or
            selected by Party B) in obtaining PRC visas and work permits for
            travel to China directly related to the operation of the Joint
            Venture if requested by Party B;

      (7)   Be responsible for any environmental pollution, fines, charges or
            losses caused by it prior to the Establishment Date, and indemnify
            the Joint Venture for any financial burden and/or losses arising out
            of any contamination caused by it prior to the Establishment Date;

      (8)   Providing a shareholder loan to the Joint Venture according to
            Article 5.5 herein; and

      (9)   Assisting with and carrying out other relevant matters as may be
            reasonably requested by the Board from time to time.

7.2   Responsibilities of Party B. In addition to its other obligations under
      this Contract, Party B and shall be responsible for the following matters:

      (1)   Providing capital contributions in accordance with the terms and
            conditions of this Contract;

      (2)   Providing any necessary assistance to the Joint Venture's
            recruitment of suitable expatriate management personnel, technical
            personnel and other necessary expatriate employees to be employed by
            the Joint Venture on the basis of merit;

      (3)   Assisting the Joint Venture to contact banks and other financial
            institutions outside of the PRC and hold discussions with them with
            respect to the raising of any foreign exchange loans required by the
            Joint Venture;

      (4)   Assisting the Joint Venture in training key staff and employees;

      (5)   Seconding relevant management personnel, technical personnel and
            other necessary staff to work for the Joint Venture as per the Joint
            Venture's request; and

      (6)   Assisting with and carrying out other relevant matters requested by
            the Joint Venture from time to time.

7.3   Related Party Transactions. The Parties shall procure that all related
      party transactions with respect to the Joint Venture shall be transparent
      to the Parties and be conducted on an arm's length basis, provided
      however, it is the intention of the Parties that if the price, quality and
      delivery of the Products meet the requirements of the Tire JVs, the Tire
      JVs will purchase from the Joint Venture. Any significant purchases
      (including purchases of raw materials) by the Joint Venture from the
      Parties or their Affiliates shall be approved by the Board in accordance
      with Article 8.3 herein.

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                          CHAPTER 8 BOARD OF DIRECTORS

8.1   Formation of the Board.

      (1)   The Board shall be the highest authority of the Joint Venture. It
            shall discuss and determine all strategic business and financial
            issues and operational issues of the Joint Venture in accordance
            with the provisions of this Contract and the Articles of
            Association.

      (2)   The Board shall consist of three (3) Directors, of which two (2)
            shall be appointed by Party A and one (1) shall be appointed by
            Party B. At the time this Contract is executed and when replacement
            Directors are appointed, the Parties shall notify one another in
            writing of the names and addresses of its appointees, together with
            a brief curriculum vitae and a list of other official functions, if
            any, that the relevant appointees will concurrently carry out for
            the Joint Venture. Each Party shall cause the Directors appointed by
            it to perform the obligations specified in this Contract and as
            required under relevant PRC laws and regulations.

      (3)   Directors shall each be appointed for terms of four (4) years, and
            may serve consecutive terms if reappointed by the Party originally
            appointing such Director.

      (4)   Any Party may, at any time with or without cause, remove and replace
            a Director that it has appointed by written notice to the Joint
            Venture and to the other Party. If a seat on the Board is vacated
            due to the retirement, resignation, illness, disability or death of
            a Director or by the removal of such Director by the original
            appointing Party, the Party which originally appointed such Director
            shall appoint a successor to serve the remainder of such Director's
            term.

      (5)   If either Party or the Board has reason to believe that a Director
            has materially breached his/her duties as a Director (provided such
            breach appear to be supported by reasonable grounds as determined by
            a simple majority of the Directors), or has been convicted of
            committing an act or omission constituting fraud, theft,
            embezzlement or other violations of relevant PRC law, the Board may
            remove the relevant Director immediately. Following any such
            removal, the Party that originally appointed the relevant Director
            shall appoint a successor to serve the remainder of such Director's
            term.

8.2   Chairman and Vice Chairman of the Board.

      (1)   The Board shall have one (1) Chairman and one (1) Vice Chairman. A
            Director appointed by Party A shall serve as Chairman of the Board,
            and a Director appointed by Party B shall serve as Vice Chairman of
            the Board.

      (2)   The Chairman of the Board shall be the sole legal representative of
            the Joint Venture. The Chairman shall perform his or her duties and
            responsibilities within the scope of authority delegated by the
            Board, and in accordance with this Contract and relevant PRC laws.
            Without prejudice to Article 8.1(4) above, when the Chairman is
            temporarily unable to perform his or her responsibilities, he or she
            may designate in writing the Vice Chairman or any other Director to
            represent the Joint Venture in such capacity within such temporary
            period.

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8.3   Powers of the Board.

      (1)   Each Director shall have one vote on any matter subjected to Board
            vote. Neither the Chairman nor the Vice-Chairman, in their capacity
            as such, shall be entitled to have any extra vote in any meeting of
            the Board. This provision is without prejudice to Article 8.4(6) on
            proxies.

      (2)   The quorum necessary for a meeting of the Board shall be two thirds
            (2/3) of the Directors. This requires at least two (2) Directors to
            be in attendance for a quorum, with at least one Director appointed
            by each Party at presence.

      (3)   The following matters require a decision by the Board supported by
            the affirmative vote of all Directors present and eligible to vote
            (or represented in accordance with Article 8.4(6) in a duly
            constituted meeting of the Board or as per Article 8.4(9):

            (a)   any amendment of the Articles of Association;

            (b)   termination of this Contract;

            (c)   dissolution of the Joint Venture;

            (d)   increase or decrease of the Registered Capital of the Joint
                  Venture;

            (e)   amalgamation or merger of the Joint Venture with any other
                  company, association, partnership or legal entity;

            (f)   division or change in the form of legal organization of the
                  Joint Venture.;and

            (g)   annual capital expenditure budget.

      (4)   The Parties agree that all matters except those listed in Article
            8.3(3) above can be decided by the Board supported by a simple
            majority of Directors present and eligible to vote (or represented
            in accordance with Article 8.4(6)) in a duly constituted meeting of
            the Board or as per Article 8.4(9).

      (5)   The Board shall by resolution supported by a simple majority of
            Directors formally authorize the General Manager and/or other
            Persons with necessary powers to implement decisions of the Board in
            accordance with this Contract, and, more generally, to conduct the
            day-to-day business of the Joint Venture in accordance with the then
            current business plan.

      (6)   The Board shall adopt rules and procedures regarding (a) provision
            of guarantee or security by the Joint Venture to any Person, (b)
            creation of any security interest on any property of the Joint
            Venture, (c) custody of the Joint Venture's chops, and (d) such
            other matters as the Board deems necessary.

8.4   Board Meetings.

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      (1)   Board meetings shall be held at least twice a year. Meetings shall
            be held at the registered address of the Joint Venture or such other
            address in China or abroad as may be agreed by the Board. The first
            Board meeting shall be held no later than sixty (60) days after the
            Establishment Date.

      (2)   The agenda for Board meetings shall be determined by the Chairman of
            the Board, but shall include in any event the items proposed by
            other members of the Board.

      (3)   Board Meetings shall require prior written notice to all Directors
            of not less than four (4) weeks (unless otherwise agreed unanimously
            by all the Directors) setting forth the date, time, place and
            agenda. Directors may waive their right to receive prior written
            notice of any meeting.

      (4)   Upon the written notice of the Chairman of the Board or upon written
            request of one third (1/3) or more of the Directors of the Joint
            Venture specifying the matters to be discussed, the Chairman of the
            Board shall within thirty (30) days convene an interim meeting of
            the Board, provided that a quorum will be present for such an
            interim meeting, whether in person or by proxy.

      (5)   The Chairman is responsible for convening and presiding over all
            Board meetings. If the Chairman is unable to convene and/or preside
            over a Board meeting, a Director designated in writing by the
            Chairman shall convene and/or preside over such Board meeting.

      (6)   Board meetings may be attended by Directors in person, by telephone
            or video conference, provided, however, that if a Director is unable
            to participate in a Board meeting, he/she shall issue a written
            proxy authorizing another Director or individual to attend the
            meeting on his/her behalf. A Director or other individual so
            entrusted shall have the same rights and powers as the Director who
            issued the proxy.

      (7)   Board meetings shall be duly convened if a quorum is constituted in
            attendance, in person or by proxy. In the event that the Directors
            appointed by any Party fail to attend a Board meeting resulting in a
            lack of a quorum, and such failure to attend is due to a dispute
            between the Directors or Parties, such Party shall be deemed to be
            in breach of this Contract, and Article 17 will become applicable.

      (8)   For the purpose of this clause, if a written resolution is executed
            in identical counterparts, such signed counterparts shall together
            be deemed to constitute a single resolution, effective on the day
            the last Director signs the relevant counterpart.

      (9)   Notwithstanding any other provisions herein, Board resolutions may
            be adopted by written consent by the Board in lieu of a meeting if
            the relevant resolutions are sent to all Directors and the
            resolutions are affirmatively signed and adopted by the number of
            Directors necessary to make such a decision as stipulated in Article
            8.3 above. Such written Board resolutions may consist of several
            counterparts in identical form each signed by one or more of the
            Directors. Such written Board re

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            solutions shall be filed with the Board meeting minutes and shall
            have the same force and effect as a Board resolution adopted at a
            duly constituted and convened Board meeting.

      (10)  Board meetings shall be held in English and Chinese and all Board
            minutes and Board resolutions and agendas and other Board meeting
            documents shall be prepared and provided in both English and
            Chinese. The Chairman shall cause complete and accurate minutes (in
            English and Chinese versions) to be kept of all meetings (including
            meeting notices) and of matters addressed or raised at such
            meetings. Minutes of all Board meetings shall be circulated to all
            Directors promptly after each meeting. Any Director who wishes to
            propose any amendment or addition to the meeting minutes shall
            submit the same in writing to the Chairman not later than fifteen
            (15) days after receipt of the minutes, and the Chairman shall
            circulate such proposal to all the Directors. Any Director who
            wishes to object to the proposed amendment to the minutes shall
            submit the same in writing to the Chairman and all other Directors
            not later than fifteen (15) days after receipt of the proposed
            amendment, otherwise such proposed amendment shall be adopted and
            the minutes shall be amended accordingly. If the proposed amendment
            and relevant objection are not resolved within thirty (30) days of
            the Chairman's receipt of such objection, neither the proposal nor
            the objection shall be adopted but both would be noted as an
            attachment to the minutes. All Directors shall sign each page of the
            final minutes within sixty (60) days after receipt of same, and
            return such signed copy to the Joint Venture. The original minutes
            shall be kept on file with the Joint Venture and shall be available
            to any Director or their proxies for inspection or copying at any
            reasonable time.

      (11)  No remuneration shall be paid by the Joint Venture to any of its
            Directors in his/her capacity as such; provided, however, that in
            the event that a Director is concurrently an officer of the Joint
            Venture, such Director shall be entitled to remuneration for his/her
            service as an officer only. A Director may recover from the Joint
            Venture such expenses as are reasonably and properly incurred in
            connection with his/her attending the Board meetings or other
            activities of the Joint Venture where his/her presence is required.
            The Board shall establish a policy to implement this subsection.

                       CHAPTER 9 OPERATION AND MANAGEMENT

9.1   Management Organization

      (1)   The Joint Venture shall establish an operation and management team
            to be responsible for the Joint Venture's daily operation and
            management. Such team shall include the General Manager and such
            other personnel as determined by the Board of Directors (the
            "MANAGEMENT PERSONNEL").

      (2)   The General Manager and the Joint Venture Controller ("JV
            CONTROLLER") shall be appointed by the Board upon the nomination of
            Party A and the Vice General Manager shall be appointed by the Board
            upon the nomination of Party B. Each of the Management Personnel
            shall be appointed or removed by the General Manager, except that
            the Vice General Manager and JV Controller shall be appointed or
            removed by the Board. Any of the Management Personnel shall handle
            matters delegated to him or her by the General Manager and shall be

                                       11
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            responsible to the General Manager for the efficient implementation
            of such responsibilities.

      (3)   In the event that the General Manager, Vice General Manager or JV
            Controller is found incompetent, commits graft or serious
            dereliction of duty, he/she shall be dismissed by the Board.

9.2   Responsibilities of Management Personnel

      (1)   The responsibility of the General Manager shall be to carry out the
            various resolutions of the Board and to organize and direct the
            daily operation and management of the Joint Venture. The General
            Manager may consult with the Vice General Manager in dealing with
            material matters, but the General Manager shall have the authority
            to make final decisions.

      (2)   Subject to the terms and conditions imposed by the Board, the JV
            Controller shall be in charge of the day-to-day financial operations
            of the Joint Venture under the supervision of the General Manager,
            shall assist the General Manager in preparation of the documents set
            out in Article 9.2(5)(a)(1) below, and shall carry out the decisions
            of the Board and General Manager.

      (3)   With the exception that Management Personnel nominated by Party B
            may remain to be employees of Party B, the other Management
            Personnel shall be the full time employees of the Joint Venture and
            shall not, without prior approval by the Board, hold any managerial
            posts in other economic organizations while serving as an employee
            of the Joint Venture. Without prior approval by the Board,