CHINA WORLD TRADE CORP
SUPPLEMENTARY AGR, DATED 6/1/2004
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>doc3.txt
<DESCRIPTION>SUPPLEMENTARY AGR, DATED 6/1/2004
<TEXT>


Exhibit  10.2

SUPPLEMENTARY AGREEMENT TO GUANGDONG NEW GENERATION BUSINESS MANAGEMENT CO. LTD.
                            SHARE EXCHANGE AGREEMENT

     The  present  supplementary  agreement  is entered into among the following
parties  in  Guangzhou  on  the  1st  day  of  June  2004.

     China  Chance  Enterprises Limited, a limited liability company established
with  effective  duration  in  accordance  with  the  laws in the British Virgin
Islands.  Its  address  of  registration  is  Akara  Bldg.  24 De Castro Street,
Wickhams  Cayi,  Road  Town,  Tortola,  British Virgin Islands. The company is a
wholly-owned  subsidiary  company  of  China  World Trade Corporation. The legal
representative of the company is Zeng Zhixiong (hereinafter abbreviated as Party
A  or  Transferee).

     Guangdong  Huahao  Industries  Group Co., Ltd., a limited liability company
established  with  effective  duration in accordance with the laws in China. Its
address  of  registration  is  15/F,  No. 198 Linhexiheng Road, Tianhe District,
Guangzhou  City,  Guangdong  Province,  China.  The  legal representative of the
company  is  Chen  Zeliang  (hereinafter abbreviated as Party B, or collectively
referred  to  as  Transferors  together  with  Party  C  and  Party  D).

     Huang  Zehua,  a  natural  person  of  Chinese nationality, whose ID No. is
445221790628656  and  whose place of residence is Denggang Town, Jiedong County,
Guangdong Province (hereinafter abbreviated as Party C, or collectively referred
to  as  Transferors  together  with  Party  B  and  Party  D).

     Suo  Hongxia,  a  natural  person  of  Chinese nationality, whose ID No. is
410311197102250048  and  whose  place  of residence is Room 903, No. 148 Huajing
Road,  Guangzhou  City,  Guangdong  Province,  China (hereinafter abbreviated as
Party  D,  or  collectively referred to as Transferors together with Party B and
Party  C).

     Whereas:

          1.  On the 20th day of April 2004 the Transferors and  the  Transferee
jointly  signed  "Guangdong  New Generation Business Management Co., Ltd. Equity
Transfer  Agreement"  (hereinafter  abbreviated as "Equity Transfer Agreement").

          2.  Through  mutual  negotiation,  the  two parties agree to sign  the
following  supplementary agreement in accordance with the stipulations in Clause
14.8  of  Article  14 Supplementary Provisions of this Equity Transfer Agreement
and  based  on the actual implementation of Clauses 4.1 (1) and (2) in Article 4
as  well  as  the  fact  of  the  clerical  error.

          Article  1          Amendment  of  the  Clerical  Error

          In  the  original  Clause  4.1  (2)  of  Article  4  in  the  Equity
Transfer  Agreement,  "Beijing  Golden  Eagle  Airline  Service  Co., Ltd." is a
clerical  error  in the company name. The two parties agree to amend the company
name  to  read  "Beijing  Xidake  Airline  Booking  Office."

          Article  2          Supplementary  Clauses

          In  accordance with the stipulations of Clause 4.1 (2) in Article 4 of
the  Equity Transfer Agreement, the Transferors shall urge the Target Company to
purchase  "Zhengzhou  Shaolin  Tourism  Development Co., Ltd.," "Hainan Xinkaili
Airline  Services  Co.,  Ltd.,"  and  "Beijing  Xidake  Airline Booking Office."
However,  in the course of purchases, some objective uncertainties may occur and
certain individual purchases may go awry unexpectedly. The Transferors therefore
are  obligated  to  update  the  Transferee  on the progress in a timely manner.
Besides, in accordance with the stipulations of Clause 14.3 in Article 14 of the
Equity  Transfer  Agreement,  the  Transferee allows the Transferors to purchase
companies  with  similar  major business as supplementary. Yet related purchases
may  not  take  place  without the written consent of the Transferee. The equity
transfer  completion  date  for the companies purchased as supplementary will be
decided  separately  by  the  two  parties.

          Article  3          Amendments  of  Clause

          In  consideration  of  the  fact  that  the  change  of  equities  for
Guangdong  World  Trade  Cyber  Information  Services  Co.,  Ltd.  is  rather
complicated,  the  two  parties  agree  after  mutual  negotiation  to amend the
contents  of Clause 4.1 (1) in Article 4 of the Equity Transfer Agreement from "
However,  the  registration  procedures  for the change of shareholders for Easy
Boarding  Business  Trip  Service  Co.,  Ltd.  of Guangzhou Baiyun International
Airport  and  Guangzhou  Airport  Travel Agency Co., Ltd. are not subject to the
above-mentioned time constraint, but such registration procedures for the change
of  shareholders  shall  be  completed  on or before September 30, 2004." into "
However,  the  registration  procedures  for  the  change  of  shareholders  for
Guangdong  World  Trade  Cyber Information Services Co., Ltd. are not subject to
the  above-mentioned  time  constraint, but such registration procedures for the
change  of  shareholders  shall  be  completed on or before September 30, 2004."

          Article  4          Amendment and  Cancellation  of  Loan  Arrangement
                              Agreement

          4.1  According  to  Clause  2.2.1  in  the  Equity Transfer Agreement,
"The  Transferee  purchases  the  'transfer  shares' from the Transferors at the
transfer price of RMB ninety-one million eight hundred thousand (91,800,000.00),
in  which  Party  B obtains the transfer prices of RMB seventy-nine million five
hundred  sixty-three thousand and sixty (79,563,060.00)" The contents are hereby
amended  to  read  "The  Transferee  purchases  the  'transfer  shares' from the
Transferors  at  the  transfer price of RMB eighty-four million four hundred ten
thousand  and two hundred (84,410,200.00), in which Party B obtains the transfer
price  of  RMB  seventy-two  million  one hundred seventy three thousand and two
hundred  sixty  (72,173,260)  "

          4.2  According  to Clause 3.1.1 in Article 3  of the  Equity  Transfer
Agreement,  " (a) RMB thirty million (30,000,000.00) shall be made in cash." The
contents are hereby amended to read " (a) RMB twenty-two million six hundred ten
thousand  and  two  hundred  (22,610,200.00)  shall  be  made  in  cash  "

          4.3  According  to  Clause 4  in  Article  4  of  the  Equity Transfer
Agreement, "The Target Company and Party B of this agreement shall have signed a
fund arrangement document on or before May 10, 2004, which mainly indicates that
Party  B  will  unconditionally  provide  to  the Target Company with RMB thirty
million  (30,000,000.00)  (see  Appendix 5)." The contents are hereby amended to
read  "The Target Company and Party B of this agreement shall have signed a fund
arrangement  document  on  or  before  June 5, 2004, which mainly indicates that
Party  B  will unconditionally provide to the Target Company with RMB twenty-two
million  six  hundred ten thousand and two hundred (22,610,200.00) (see Appendix
5)."

          4.4  Clause  5  in  Article 4 of the Equity Transfer Agreement,  which
reads  "The  Target  Company  and  the  Transferee  shall  have  signed  a  loan
arrangement  document on or before May 10, 2004, which mainly indicates that the
Transferee  will  provide  to  the  Target  Company not more than RMB thirty-one
                                                    ---
million  two  hundred twenty-four thousand and five hundred (31,224,500.00) (see
Appendix  6).",  is  hereby  cancelled.  The corresponding appendix will also be
removed  from  the  Appendix  Checklist.

          Article  5          Amendment  of  Time

          5.1  According  to  Clause  3.2.1  in  Article  3  of  the  Equity
Transfer  Agreement,  "The  Transferee  shall,  on  or before May 10, 2004 " The
contents are hereby amended to read "The Transferee shall, on or before June 10,
2004  "

          5.2  According to the second sentence of  Point (1) of Clause  4.1  in
Article  4 of the Equity Transfer Agreement, "The Transferors shall complete the
related registration procedures for the change of shareholders on or before June
1,  2004."  The  contents  are  hereby  amended  to  read "The Transferors shall
complete  the  related registration procedures for the change of shareholders on
or  before  June  30,  2004."

          5.3  According  to  Point (2) of Clause 4.1 in Article 4 of the Equity
Transfer  Agreement,  "  The  related  registration  procedures of the change of
equities  shall  also  be completed on or before June 1, 2004." The contents are
hereby  amended  to  read " The related registration procedures of the change of
equities  shall  also  be  completed  on  or  before  June  30,  2004."

          5.4  According  to  Clause  5.1  in  Article  5 of the Equity Transfer
Agreement,  " shall be fully completed on or before June 15, 2004." The contents
are  hereby  amended  to  read  "shall  be fully completed on or before July 10,
2004."

          Article  6          Time  Frame

          6.1  According  to  Clause  5.3  in  Article  5 of the Equity Transfer
Agreement,  "The  Target  Company  shall  complete its change of equities within
fifteen  (15) days calculated from the completion date set in Clause 5.1, namely
June 15, 2004" The contents are hereby amended to read "The Target Company shall
complete  its  change  of  equities  before  August  10,  2004  "

          6.2  According  to  Appendix  5  of  the  Equity  Transfer  Agreement,
Party  B  shall  unconditionally  provide  to  the  Target Company with the fund
arrangement  agreement totalling RMB twenty-two million six hundred ten thousand
and  two  hundred  (22,610,200.00). Party B shall complete such fund arrangement
before  August  15,  2004.

          6.3  The  Transferee  shall  pay  for  the  additionally issued common
stocks  that  China World Trade Corporation applies to the securities regulatory
authority  in  the  United  States  on September 15 as payment for the remaining
transfer  price.

          Article  7          Addition  of  Appendix  to  the  Main  Agreement

          7.1  An  Appendix  8  is  added  to the Equity Transfer Agreement. The
Appendix  is  named  "Transferors'  Guaranty  of  the  2003  and  2004 Quarter 1
financial  situation  of Guangdong New Generation Business Management Co., Ltd."

          Article  8          Supplementary  Provisions

          8.1  This  current  agreement  is  the  supplementary agreement to the
Equity  Transfer  Agreement.

          8.2  This  current  supplementary  agreement  is  effective after both
parties  have  signed  their  names.

          8.3  This  current  supplementary  agreement is made in duplicate with
each  party  holding  to  one  copy.



Party  A:
Authorized  Representative  (Signature):

Party  B  (Seal):
Authorized  Representative  (Signature):

Party  C  (Signature):

Party  D  (Signature):



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</DOCUMENT>
