09:46     CHINA EB INT'L<00257> - Announcement (5)                            

    The ES Contract is conditional on the approval of the                     
    ES Contract by the Shareholders.                                          
                                                                              
    The above condition has been satisfied by the written                     
    approval of Guildford Limited to the Contracts and                        
    the transactions contemplated thereby.                                    
                                                                              
    Consideration and its payment:                                            
    The contract price of the ES Contract is Euro 848,850                     
    (equivalent to approximately RMB8,522,454 or                              
    approximately HK$8,040,051) (inclusive of freight,                        
    any taxes, levies or duties payable outside the PRC                       
    and exclusive of business tax, withholding tax and                        
    enterprise income tax or any other taxes, levies,                         
    duties payable inside the PRC).                                           
                                                                              
    Summary of other principal terms:                                         
    1.      OTV SA shall, at its own costs, provide the Project               
    Company with a performance security issued by a third                     
    party in accordance with the terms of the ES Contact.                     
                                                                              
    2.      The contract price under the ES Contract is subject               
    to adjustment that may arise as a result of, inter                        
    alia, (i) the variation of the ES Works approved by                       
    the Project Company's representative appointed for                        
    the ES Works in accordance with the provisions of the                     
    ES Contract and (ii) the increase or decrease in the                      
    expenditure incurred by OTV SA as a result of changes                     
    in legislation of the PRC after 15 September 2004.                        
    However, OTV SA shall pay all duties and taxes in                         
    consequence of its obligations under the ES Contract,                     
    and the contract price shall not be so adjusted.                          
                                                                              
    3.      The time for completion of the whole of the ES Works              
    shall be 24 months from the date on which the notice                      
    to commence works to be issued by the Project                             
    Company's representative in accordance with the terms                     
    of the ES Contract. However, OTV SA may apply for                         
    extension in case of delay caused by, inter alia,                         
    variation of the ES Requirements with the adjustment                      
    to the completion time agreed by the Project Company's                    
    representative, force majeure events, a cause of                          
    delay giving an entitlement to an extension of time                       
    in accordance with the provisions of the ES Contract,                     
    or any delay, impediment or prevention by the Project                     
    Company.                                                                  
                                                                              
    4.      The Project Company shall be entitled to terminate                
    the ES Contract in accordance with the provisions of                      
    the ES Contract.                                                          
                                                                              
    5.      If the Project Company (i) fails to pay OTV SA the                
    amount due within 42 days; (ii) becomes bankrupt or                       
    insolvent, goes into liquidation, has a receiving or                      
    administration order made against it, compounds with                      
    its creditors, or carries on business under a receiver,                   
    trustee or manager for the benefit of its creditors,                      
    or if any act is done or events occurs which has a                        
    similar effect; (iii) consistently fails to meet the                      
    Project Company's obligations under the ES Contract;                      
    or (iv) assigns the ES Contract without OTV SA's                          
    consent, then OTV SA may terminate its employment                         
    under the ES Contract by giving 30-days' notice to                        
    the Project Company.                                                      
                                                                              
    6.      The governing law of the ES Contract is PRC law.                  
                                                                              
    3.      SERVICE CONTRACT                                                  
    Dated:  3 March 2005                                                      
                                                                              
    Parties: