LOAN AGREEMENT

                                  (WEI NONG WAI) NONG YIN JIE ZI (2000) NO. 4781


Borrower (full name):   Weifang Fuhua Amusement Park Co. Ltd.

Lender (full name):     Business Department of Weifang City Branch, Agricultural
                        Bank of China

        Pursuant to the laws and regulations of the People's Republic of China
("PRC"), and on the basis of agreement reached through comprehensive
negotiations, Borrower and Lender enter into and consent to be bound by this
Loan Agreement.

ARTICLE 1. LENDER AGREES TO PROVIDE THE FOLLOWING LOAN TO BORROWER (THE "LOAN"):

        1.1.   Type of loan:  long-term

        1.2.   Purpose of Loan:  working capital

        1.3.   Loan Amount (full-form characters):  One hundred thousand US
               dollars

        1.4.   Loan and Repayment Terms:

               (1) The following table sets forth the loan and repayment terms.
If there is not enough space in the following table, an additional sheet may be
attached to the Loan Agreement and shall constitute an integral part of the
Agreement.



--------------------------------------------------------------------------------
                 Loan                                  Repayment
--------------------------------------     -------------------------------------
  Month     Date    Year     Amount        Month     Date   Year     Amount
--------------------------------------     -------------------------------------
                                              
   Dec.      21     2000   USD 100,000     Dec.       20    2002   USD 100,000
--------------------------------------     -------------------------------------
--------------------------------------     -------------------------------------
--------------------------------------     -------------------------------------


               (2) If the Loan Amount, Borrowing Date, and Repayment Date herein
are inconsistent with the Loan Amount, Borrowing Date, and Repayment Date
specified in the borrowing voucher (the "Borrowing Voucher"), the Borrowing
Voucher shall prevail. The Borrowing Voucher shall form part of this Loan
Agreement and have the same legal force and effect.

               (3) Upon written request to Lender and subject to Lender's
consent, Borrower may repay the Loan prior to the expiration of the Loan Term.
The interest rate shall not change upon prepayment, and Lender shall be entitled
to the interest calculated for the Loan Term as specified hereunder.

<PAGE>
        1.5.   Interest calculation and payment:

               (1) This Loan shall bear interest at a rate of 9.8125% per annum
(the "Loan Interest Rate"). Interest on the Loan Amount will accrue in the
short-term at the Loan Interest Rate specified herein; and in the medium-term
and long-term at a rate to be determined annually pursuant to rules set by the
People's Bank of China. Interest on the Loan Amount for the first year will
accrue at the Loan Interest Rate specified herein.

               (2) Interest on the Loan Amount shall accrue on the 20th day of
each month and shall be paid monthly.

ARTICLE 2. CONDITIONS PRECEDENT TO PERFORMANCE BY LENDER UNDER THIS LOAN
           AGREEMENT:

        2.1. Borrower shall open a general loan account with Lender (the
"General Loan Account") and use this General Loan Account for all transactions
and deposits related to the Loan under This Contract.

        2.2. Whenever Borrower draws funds, Borrower shall complete a Borrowing
Voucher and shall provide any such documents and information that Lender may
request.

        2.3. If the Loan Amount is secured by collateral or hypothecation,
Borrower shall have registered and/or applied for and obtained insurance or
performed other such legal formality as requested by Lender and shall maintain
the effectiveness of said security and insurance.

ARTICLE 3. RIGHTS AND OBLIGATIONS OF LENDER:

        3.1. Lender shall have the right to examine Borrower's production
operations, financial affairs, inventory and the use of loan funds and to
request that Borrower provide, in a timely manner, to Lender all documents,
materials and information related to the finances of Borrower.

        3.2. When Lender collects, upon or prior to the due dates, the
Principal, interest, penalty interest, overdue interest, compound interest and
other fees from Borrower, Lender shall have the right to transfer funds from
Borrower's account with Lender.

        3.3. Subject to Borrower complying with the terms and conditions of this
Loan Agreement, Lender shall deliver to Borrower, pursuant to the schedule, the
Loan Amount.

<PAGE>
ARTICLE 4. RIGHTS AND OBLIGATIONS OF BORROWER:

        4.1. Borrower has the right to acquire and use the funds borrowed under
this Loan Agreement in accordance with the Loan Agreement.

        4.2. Borrower shall repay the Principal according to schedule. If, as a
result of certain special circumstances, Borrower cannot repay the Principal on
the due dates, then Borrower must submit a written application to Lender fifteen
days prior to such due dates for extension thereof. Upon Lender's consent,
Lender and Borrower shall enter an extension agreement.

        4.3. Borrower shall pay accrued interest to Lender on each Accrual Date.

        4.4. Borrower shall use the funds borrowed under this Loan Agreement
only for the purposes specified herein and for no other purpose.

        4.5. Borrower shall, on a monthly basis, provide true and complete
financial statements and other related information to Lender and shall actively
cooperate with Lender in Lender's examination of Borrower's production
operations, financial affairs and use of funds borrowed under this Loan
Agreement.

        4.6. Unless Borrower provides 30 days advance notice in writing to
Lender and obtains Lender's consent, and unless Borrower also performs its pay
off obligations or its prepayment obligations, Borrower shall not, before paying
off the Principal and interest, engage in sub-contracting, leasing, equity
restructuring, pooling, consolidating, merging, splitting, joint investment,
capital transferring, filing for restructuring, filing for dissolution, filing
for bankruptcy, and any other actions which may affect the debtor-creditor
relationship under this Loan Agreement or affect the realization of Lender's
rights.

        4.7. Borrower shall notify Lender of such events (in addition to the
above-described events) as the disruption of production, going out of business,
invalidation of the registration, revocation of the business license, legal
representative(s) or officer(s) of the company engaging in illegal activities or
being involved in significant litigation, serious production or operation
problems, and deteriorating financial position, which may threaten Borrower's
normal business or materially affect its ability to perform its obligations
under this Loan Agreement. At the same time, Borrower shall take steps to make
the repayments.

        4.8. During the term of this Loan Agreement, Borrower shall give an
advance notice and obtain Lender's consent when Borrower makes assurances to, or
provides its main assets as collateral or hypothecation for, a third party and
when by so doing Borrower may affect its repayment ability.

        4.9. Borrower and its investors shall not take out the capital, transfer
the assets or transfer the equity of Borrower in an attempt to avoid debt
obligations to Lender.

        4.10. If, during the Loan Term, Borrower changes its name, legal
representative, legal address, business scope, etc., Borrower shall give an
advance written notice to Lender.

<PAGE>
        4.11. Borrower shall provide other guaranties to Lender under the
following circumstances: the guarantor under this Loan Agreement loses partial
or total ability to provide guarantees relating to this loan because of
production disruption, going out of business, cancellation of the registration,
revocation of the business license, going into bankruptcy, or business losses;
or the value of the collateral or hypothecated assets or rights under this Loan
Agreement has decreased.

        4.12. Borrower shall bear the expenses of attorney services, insurance,
transportation, evaluation, registration, safekeeping, appraisal, and
notarization, relevant to this Loan Agreement or relevant to the guaranty under
this Loan Agreement.

ARTICLE 5. EVENTS OF DEFAULT.

        5.1. Provided Borrower complies with the terms and conditions of the
Loan Agreement, Lender shall pay to Borrower a penalty if Lender fails to make a
full payment of the Loan Amount on time, thereby causing Borrower to suffer
losses. The penalty shall be calculated on the basis of the default amount and
the number of overdue days. The calculation method of the default amount shall
be the same as for overdue loan interest.

        5.2. In the event that Borrower violates any terms of the Loan
Agreement, Lender has the right to stop providing funds under the Loan Agreement
and to demand repayment of the principal and interest of the funds already
provided and to take other steps to preserve the assets.

        5.3. Lender shall have the right to charge interest on any overdue
repayment at the rate of 0.021% per day times the number of overdue days when
Borrower does not repay the principal of the funds borrowed according to the
specified schedule in this Loan Agreement.

        5.4. If Borrower does not use the funds according to the purpose
specified in this Loan Agreement, Lender shall have the right to collect penalty
interest on the abused amount of the loan at the rate of 0.05% per day times the
number of abuse days.

        5.5. Compound interest is to be calculated and collected on any unpaid
interest according to the rules set by the People's Bank of China.

        5.6. If the guarantor for the borrowed funds under this Loan Agreement
violates its duties under the Guaranty Agreement and fails to correct the
problem even after being notified by Lender, Lender shall have the right to stop
providing funds under this Loan Agreement and demand repayment of the principal
and interest of the funds borrowed under this Loan Agreement and to take other
measures to preserve the assets.

        5.7. If Borrower defaults under this Loan Agreement, Borrower agrees to
pay all legal, travel and other expenses that Lender incurs in the course of
pursuing litigation to enforce its financial claims.

ARTICLE 6. GUARANTY

        The loan specified hereunder shall be guaranteed through a (illegible)
guarantee. A separate Guaranty Agreement shall be made and signed.

<PAGE>
ARTICLE 7. DISPUTE SETTLEMENT.

        Disputes arising out of this Loan Agreement shall be settled through
negotiation. Any litigation between the parties hereto arising out of this Loan
Agreement shall be within the jurisdiction of the courts where Lender resides.

ARTICLE 8. OTHER ITEMS:

ARTICLE 9. EXECUTION.

        This Loan Agreement shall become effective upon its execution by the
parties hereto or upon each party fixing its seal onto this Loan Agreement.

ARTICLE 10.

        There are _____ official copies of this Loan Agreement, one copy for
each of the two parties to the contract and one Copy to Guarantor. The
_____copies shall be of the same force and effect.

ARTICLE 11. STATEMENT.

        Lender has asked Borrower to fully and correctly understand the terms
and conditions of this Loan Agreement and has answered all of Borrower's
questions regarding this Loan Agreement. The signatories to this agreement have
the same understanding of this Loan Agreement.

Borrower (seal):   (Seal:) Weifang Fuhua Amusement Park Co., Ltd.

Legal representative or authorized representative: (Seal): Yongxin Zhang

Lender (seal):     Business Department of Weifang City Branch, Agricultural
                   Bank of China

Legal representative or authorized representative: Shuye Zhang


Date of execution:           December 21, 2000
Place of execution:

Source: OneCLE Business Contracts.