Settlement Agreement between China World Trade Corporation and Alfred Or dated September 10, 2002

Summary

China World Trade Corporation and Alfred Or have agreed to settle a management fee debt of $156,645 owed by the company to Alfred Or. Instead of cash payment, Alfred Or will receive 156,645 shares of the company's common stock, which are equal in status to existing shares. The company will cover all costs related to issuing these shares. After the shares are issued, neither party can make further claims regarding this debt. Both parties agree to keep the details of this transaction confidential. The agreement is governed by Hong Kong law.

EX-10.4 12 u98389exv10w4.txt SETTLEMENT AGREEMENT DATED SEPT.10, 2002 EXHIBIT 10.4 China World Trade Corporation - -------------------------------------------------------------------------------- SETTLEMENT AGREEMENT This Agreement dated 10 September, 2002 entered into between and by: PARTY A: China World Trade Corporation, c/o 4th Floor Goldlion Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, the PRC 510620 PARTY B: Alfred Or RECITALS Party A is a public company with business provided in the major areas of business recreational club, online trading services, and trading brokerage and agency services; and Party A owed Party B a total amount of US$156,645.00 (the "Consideration Amount") of management fee as of 31 July 2002. WHEREAS: 1. Party B agrees to convert the Consideration Amount that Party A owned into the shares of the common stock of Party A which shall rank pari-passu to the existing common stock; and Party A agrees to issue or cause to issue a total of ONE HUNDRED FIFTY-SIX THOUSAND SIX HUNDRED AND FORTY-FIVE (156,645) POST 30-TO-1 REVERSE SPLIT SHARES of its common stock to Party B for the settlement of the Consideration Amount (the "Transaction"). 2. Party A agrees to pay for all the expenses in relation to the issuance of its shares of common stock to Party B. 3. Upon signing of this Agreement and the completion of the issuance of shares of the common stock of Party A to Party B, neither Party A nor Party B would claim the counter party for any form of additional damage and/or settlement regarding the Consideration Amount. 4. Both parties agree to keep all information regarding the Transaction and its business or affairs which are known to the Parties in connection with this Agreement strictly confidential and shall release such information only to parties authorized by either party. 5. This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region and the Parties shall submit to the jurisdiction thereof. For and on behalf of For and on behalf of Party A Party B /s/ John Hui /s/ Alfred Or - -------------------------------- -------------------------------- Mr. John HUI Alfred Or