AGREEMENT ON
                    AMENDMENT TO ARTICLES OF ASSOCIATION FOR
             WEIFANG FUHUA AMUSEMENT PARK CO. LTD. (A JOINT VENTURE)

Pursuant to the principles of equality, mutual benefit and joint development,
through friendly negotiations, and in accordance with the Sino-Foreign Equity
Joint Venture Law of the People's Republic of China (the "PRC") and other
applicable PRC laws and regulations, this agreement is entered into by and among
Weifang Neo-Luck (Group) Corporation ("Party A") and Intra-Asia Entertainment
Corporation ("Party B") of the United States, for the purpose of amending
relevant clauses of the Articles of Association of Weifang Fuhua Amusement Park
Co., Ltd. on the basis of the original Articles and their Amendments:

1.      Amendment to Relevant Clauses of the Articles of Association

Chapter 1      Article 3

Original

Article 3      The names, legal addresses and legal representatives of Parties
               A, B, and C:
               Party A:              Weifang Neo-Luck (Group) Corporation of the
                                     PRC
               Legal address:        189 Dong Feng East Street, Weifang City,
                                     Shandong Province, PRC

               Legal representative: Jun Yin
               Title:                General Manager
               Citizenship:          PRC

               Party B:              Jimswood Investment and Development Corp.,
                                     incorporated in California, USA

               Legal address:        Los Angeles, California.
               Legal representative: Stanley Wu
               Title:                Chairman
               Citizenship:          United States

               Party C:              Weicheng International, Inc., incorporated
                                     in California, USA

               Legal address:        3079 Shabo Boulevard, Santa Ana,
                                     California, USA.
               Legal representative: Jun Yin
               Title:                Chairman
               Citizenship:          United States

Amendment

               The names, legal addresses and legal representatives of Parties
               A and B:
               Party A:              Weifang Neo-Luck (Group) Corporation of the
                                     PRC
               Legal address:        189 Dong Feng East Street, Weifang City,
                                     Shandong Province, PRC

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               Legal representative: Jun Yin
               Title:                General Manager
               Citizenship:          PRC

               Party B:              Intra-Asia Entertainment Corporation,
                                     incorporated in Delaware, USA
               Legal Address:        1209 Orange Street
                                     Wilmington, Delaware, 19081
               Legal Representative: Roy Aaron
               Title:                General Manager
               Citizenship:          United States

Chapter 2      Article 6

Original

Article 6      The objectives of the Joint Venture Company are facilitating the
               further development of tourism in Weifang City, making full use
               of the abundant local tourism resources, adopting scientific
               management practices, expanding and improving tourist-hosting
               capabilities, and achieving economic benefits satisfactory to
               Parties A, B and C pursuant to the principles of enhanced
               economic cooperation and mutual benefit.

Amendment

Article 6      The objectives of the Joint Venture Company are: to facilitate
               the further development of tourism in Weifang City, to make full
               use of abundant local tourism resources, to adopt scientific
               management practices, to expand and improve tourist-hosting
               capabilities, and to achieve economic benefits satisfactory to
               Parties A and B pursuant to the principles of enhanced economic
               cooperation and mutual benefit.

Chapter 3      Article 9

Original

Article 9      Total investment in the Joint Venture Company shall be USD
               $29,500,000. The registered capital of the Joint Venture Company
               shall be USD $20,700,000 (the conversion rate shall be the listed
               foreign exchange rate published by the State Administration of
               Foreign exchange of China at the time that the first capital
               contribution is made). Party A shall contribute USD $3,105,000,
               comprising 15% of the total registered capital, Party B shall
               contribute USD $5,175,000, comprising 25% of the total registered
               capital, and Party C shall contribute USD $12,420,000, comprising
               60% of the total registered capital.

Amendment

Article 9      Total investment in the Joint Venture Company shall be USD
               $29,500,000. The registered capital of the Joint Venture Company
               shall be USD $20,700,000 (the conversion rate shall be the listed
               foreign exchange

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               rate published by the State Administration of Foreign exchange of
               China at the time that the first capital contribution is made).
               Party A shall contribute USD $3,105,000, comprising 15% of the
               total registered capital, and Party B shall contribute
               $17,595,000, comprising 85% of the Company's registered capital.

Chapter 3      Article 10

Original

Article 10     Method of capital contribution: The capital contribution of Party
               A shall be in RMB, which shall be used mainly for acquisition of
               land, construction of supporting facilities and the purchase of
               materials from within the PRC; Party B and Party C shall
               contribute capital in the form of equipment and some United
               States currency, which shall be mainly for purchasing technically
               advanced equipment, a portion of the supplies used for
               decoration, a portion of the office supplies, etc.

Amendment

Article 10     Method of capital contribution: The capital contribution of Party
               A shall be in RMB, which will be used mainly for acquisitions of
               land, construction of supporting facilities and the purchase of
               materials from within the PRC. Party B shall contribute capital
               in the form of equipment and some United States currency, which
               shall be mainly for purchasing technically advanced equipment, a
               portion of the supplies used for decoration, a portion of the
               office supplies, etc.

Chapter 3      Article 11

Original

Article 11     Parties A, B and C shall make their respective capital
               contributions in full according to the time limit stipulated in
               the Agreement.

Amendment

Article 11     Parties A and B shall make their respective capital contributions
               in full according to the time limit stipulated in the Agreement.

Chapter 5      Article 12

Original

Article 12     After Parties A, B and C have made their respective capital
               contributions, the Joint Venture Company shall invite an
               accountant registered in China to verify the contributions and
               issue a verification report, on the basis of which the Joint
               Venture Company shall then issue investment certificates. The
               investment certificates shall include the name of the Joint
               Venture Company, date of establishment of the Joint Venture
               Company, names of the Parties, the amounts and dates of their
               respective capital contributions, and the date of issuance of
               investment certificates.

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Amendment

Article 12     After Parties A and B have made their respective capital
               contributions, the Joint Venture Company shall invite an
               accountant registered in China to verify the contributions and
               issue a verification report, on the basis of which the Joint
               Venture Company shall then issue investment certificates. The
               investment certificates shall include the name of the Joint
               Venture Company, date of establishment of the Joint Venture
               Company, names of the Parties, amounts and dates of their
               respective capital contributions, and dates of issuance of
               investment certificates, etc.

Chapter 5      Article 14

Original

Article 14     Should any Party of the Joint Venture Company wish to transfer
               all or part of its investment, consent shall be obtained in
               advance from the other two Parties. Should one Party wish to
               transfer its investment, the other Party shall have first right
               of refusal.

Amendment

Article 14     Should any one Party of the Joint Venture Company wish to
               transfer all or part of its investment, consent shall be obtained
               in advance from the other Party. Should one Party wish to
               transfer its investment, the other Party shall have first right
               of refusal.

Chapter 4      Article 16

Original

Article 16     The Board of Directors shall consist of six (6) members, among
               whom three (3) shall be appointed by Party A, two (2) by Party B
               and one (1) by Party C. The term of office for each Director
               shall be four (4) years and each Director shall be eligible for
               consecutive terms.

Amendment

Article 16     The Board of Directors shall consist of seven (7) members, among
               whom two (2) shall be appointed by Party A and five (5) shall be
               appointed by Party B. The term of office for each Director shall
               be four (4) years and each Director shall be eligible for
               consecutive terms.

Chapter 4      Article 19

Original

Article 19     The Chairman of the Board of Directors shall be appointed by
               Party A and the Vice-Chairman shall be appointed by Party B.

Amendment

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Article 19     The Chairman of the Board of Directors shall be appointed by
               Party B and the Vice-Chairman shall be appointed by Party A.

Chapter 4      Article 20

Original

Article 20     When Parties A, B and C intend to appoint or replace any
               Directors, a written notice shall be submitted to the Board of
               Directors one (1) month in advance.

Amendment

Article 20     When Parties A and B intend to appoint or replace any Directors,
               a written notice shall be submitted to the Board of Directors one
               (1) month in advance.

Chapter 7      Article 42

Original

Article 42     After paying income taxes and allocating the various funds in
               accordance with law, the remaining profits shall be distributed
               in proportion to Parties A, B and C's contributions to registered
               capital.

Amendment

Article 42     After paying income taxes and allocating the various funds in
               accordance with law, the remaining profits shall be distributed
               in proportion to Parties A and B's contributions to registered
               capital.

Chapter 10     Article 55

Original

Article 55     When Parties A, B and C agree on an extension of the term of the
               Joint Venture, and when such extension has been approved by a
               resolution of the Board of Directors, the Joint Venture Company
               shall submit a written application to the original examination
               and approval authorities within six (6) months prior to the
               expiration of the term of the Joint Venture. Only upon approval
               may the term be extended. At that time the Joint Venture Company
               shall go through necessary formalities to change the registration
               at the State Administration of Industry and Commerce.

Amendment

Article 55     When Parties A and B agree on an extension of the term of the
               Joint Venture, and when such extension has been approved by a
               resolution of the Board of Directors, the Joint Venture Company
               shall submit a written application to the original examination
               and approval authorities within six (6) months prior to the
               expiration of the term of the Joint Venture. Only upon approval
               may the term be extended. At that time the Joint Venture

<PAGE>

               Company shall go through necessary formalities to change the
               registration at the State Administration of Industry and
               Commerce.

Chapter 10     Article 56

Original

Article 56     The Joint Venture Company may be terminated before the expiration
               of its term if Parties A, B and C are in unanimous agreement that
               such early termination of the Joint Venture shall be in the best
               interest of all Parties. The Board must convene a general meeting
               to decide in favor of early termination, and such decision must
               be submitted to the original examination and approval authorities
               for approval.

Amendment

Article 56     The Joint Venture Company may be terminated before the expiration
               of its term if Parties A and B are in unanimous agreement that
               such early termination of the Joint Venture shall be in the best
               interest of both Parties. The Board must convene a general
               meeting to decide in favor of early termination, and such
               decision must be submitted to the original examination and
               approval authorities for approval.

Chapter 10     Article 59

Original

Article 59     Liquidation expenses shall receive priority in payments from the
               existing assets of the Joint Venture Company. Any remaining
               assets, after the payment of all debts of the Joint Venture
               Company, shall be distributed among Parties A, B and C based on
               the proportion to each Party's contribution to registered
               capital.

Amendment

Article 59     Liquidation expenses shall receive priority in payments from the
               existing assets of the Joint Venture Company. Any remaining
               assets, after the payment of all debts of the Joint Venture
               Company, shall be distributed between Parties A and B in
               proportion to each Party's contribution to registered capital.

2.      This Amendment Agreement shall be an integral part of the Articles of
        Association of the Joint Venture Company and shall have the same force
        as the original Articles of Association.

3.      Except as amended by this Amendment Agreement, the provisions of the
        Articles of Association shall be enforceable according to the original
        Articles of Association of the Joint Venture Company and its Amendments.

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[No text on this page]

Party A:
Weifang Neo-Luck (Group) Corporation


(Signature illegible)

------------------------------------
Representative:


Party B:
Intra-Asia Entertainment Corporation


(Signature illegible)

------------------------------------
Representative:

                                                                October 18, 1997


Source: OneCLE Business Contracts.