MINGHUA GROUP INTERNATIONAL HOLDINGS LTD
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>v01544_ex10-1.txt
<TEXT>
[Exhibit 10.1 - Contract, dated January 29, 2004, between Qiang Long Real Estate
Development Co. Ltd. and the Company]

                                    Contract

Party A: Minghua Group International Holdings Ltd.
Address: Guangdong Bian Fang Building, 10th Floor
Fujing Road, Futian District, Shenzhen, 518033,
People's Republic of China
Chairman: Li Chuquan

Party B:   Beijing Qiang Long Real Estate Development Co. Ltd.
Address:   95 West Road, Badaling Industrial Development Zone,
           Yanqing County, Beijing City
Chairman:  Li Changde

In view of the following background:

1. Party B is a company  registered  in Beijing,  China,  with  strong  economic
force,  thinking  environmental  protection  vehicle has good  prospect,  and is
dedicated to the undertaking of the environmental protection vehicle.

2. Party A is a public reporting  company in USA, whose securities are quoted on
the Over-the-Counter Bulletin Board (OTCBB: MGHA.OB).

Article 1 Investment Terms

1. Party B hereby agrees that it shall pay USD$29,400,000 to Party A.

2. Party A hereby  agrees that it shall  issue,  in the  aggregate,  140 million
shares of Party A's common  stock to Party B upon receipt of payment in full for
such shares.

3. The price per share equals USD$0.21.

4. The investment shall be effected in two installments:

      (a) Party B shall pay Party A  USD$12,600,000  on or before April 15, 2004
and within  sixty days of receiving  such funds,  Party A shall issue 60 million
shares of Party A's common stock to Party B; and

      (b)  Party B shall  pay to  Party A  USD$16,800,000  within  fifteen  days
following a shareholders' meeting of Party A at which the shareholders will vote
upon an amendment to Party A's certificate of incorporation  that would increase
the number of Party A's  authorized  share capital such that Party A may satisfy
its obligations hereunder.

5. Within 20 days after this  contract is signed,  Party B will pay  USD$602,410
(RMB5  million) to Party A as a performance  bond,  which will be applied to the
first  installment due hereunder and which will be forefeited by Party B if such
installment is not paid by Party B.

Article 2: Applicable law and dispute settlement

This contract will be governed and construed in accordance  with the laws of the
State of New York,  without  giving effect to the  conflicts of laws  principles
thereof.  Each party hereto hereby  consents to the  jurisdiction of the federal
and state courts sitting within the State of New York.

<PAGE>

Article 3: Contract Effectiveness

This contract will become effective after meeting the following conditions:

1. Both parties sign and stamp;

2. The boards of directors of both parties resolve to approve this contract;

3. After Party B pays RMB5 million as the down payment.

Article 4: Miscellaneous

1. This contract is in six copies, with three copies for each party;

Article 5: Representations and Warranties of Party B

Party B hereby represents and warrants to Party A as follows:

      1.    Access to  Information.  Party B, in making the decision to purchase
            the Shares, has relied upon its independent  investigations  made by
            it and/or its  representatives,  if any. Except as set forth in this
            contract,  no  representations,  assurances or warranties  have been
            made  to  Party  B or  its  advisers,  by  Party  A or by any of its
            respective officers,  directors,  agents,  employees, or affiliates,
            nor anyone else on their behalf, concerning, among other things, the
            future profitability of Party A or Party B's investment in it. Party
            B and/or its representatives  during the course of this transaction,
            and prior to the purchase of any Shares,  has had the opportunity to
            ask questions of and receive  answers from the management of Party A
            concerning  the  business of Party A and to receive  any  additional
            information,  documents, records and books relative to the business,
            assets,  financial condition,  results of operations and liabilities
            (contingent or otherwise) of Party A. Party B has obtained copies of
            the  reports  filed  by  Party A with the  Securities  and  Exchange
            Commission  (the  "SEC")  since the filing of Party A's last  annual
            report on Form 10-KSB (the "SEC Filings"),  including Party A's most
            recently filed  quarterly and current reports filed with the SEC and
            has carefully  reviewed all of the information  contained in the SEC
            Filings,  including  the risk factors  contained in such reports and
            fully understands all of the disclosure  contained therein.  Party B
            recognizes that Party A has limited  financial or operating  history
            and that the Shares as an investment involve significant risks.

      2.    Sophistication and Knowledge. Party B and/or its representatives has
            such knowledge and experience in financial and business matters that
            it can represent  itself and is capable of evaluating the merits and
            risks of the purchase of the Shares. Party B is not relying on Party
            A with respect to the tax and other  economic  considerations  of an
            investment  in the Shares,  and Party B has relied on the advice of,
            or has  consulted  with,  only  Party  B's own  advisor(s).  Party B
            represents  that it has  not  been  organized  for  the  purpose  of
            acquiring the Shares.

      3.    Lack of  Liquidity.  Party B  acknowledges  that the purchase of the
            Shares involves a high degree of risk and further  acknowledges that
            it can  bear  the  economic  risk  of the  purchase  of the  Shares,
            including the total loss of its investment. Party B acknowledges and
            understands  that the  Shares  may not be sold to a U.S.  Person (as
            hereinafter  defined) or into the United  States for a period of one
            (1) year from the date of  purchase  and that Party B has no present
            need for liquidity in connection with its purchase of the Shares.

      4.    No Public Solicitation. Party B is not subscribing for the Shares as
            a result of or subsequent to any advertisement,  article,  notice or
            other communication published in any newspaper,  magazine or similar
            media or broadcast  over  television  or radio,  or presented at any
            seminar or  meeting,  or any  solicitation  of a  subscription  by a
            person  not  previously   known  to  Party  B  in  connection   with
            investments in securities generally. Neither Party A nor Party B has
            engaged in any `Directed  Selling Efforts in the U.S.' as defined in
            Regulation S promulgated  by the SEC pursuant to The  Securities Act
            of 1933 (the "Securities Act").


                                       2
<PAGE>

      5.    Authority.  Party B has full  right  and  power  to  enter  into and
            perform pursuant to this contract and make an investment in Party A,
            and this contract  constitutes  Party B's valid and legally  binding
            obligation,  enforceable  in accordance  with its terms.  Party B is
            authorized  and  otherwise  duly  qualified to purchase and hold the
            Shares and to enter into this contract.

      6.    Brokers or Finders.  No person has or will have,  as a result of the
            transactions  contemplated by this contract,  any right, interest or
            valid claim against or upon Party A for any commission, fee or other
            compensation as a finder or broker because of any act or omission by
            such Party B or its respective agents.

      7.    Compliance  with Local  Laws.  Any  resale of the Shares  during the
            'distribution  compliance  period'  as  defined  in Rule  902(f)  to
            Regulation S shall only be made in compliance  with  exemptions from
            registration afforded by Regulation S. Further, any such sale of the
            Shares in any jurisdiction outside of the United States will be made
            in compliance with the securities laws of such jurisdiction. Party B
            will not offer to sell or sell the Shares in any jurisdiction unless
            Party B obtains all required consents, if any.

      8.    Regulation S Exemption. Party B understands, acknowledges and agrees
            that the  offering  and sale of the  Shares  to Party B has not been
            registered  under the Securities  Act or under any state  securities
            laws or  regulations  and that the Shares are being offered and sold
            to it in reliance on an exemption from the registration requirements
            of United States federal and state  securities laws under Regulation
            S promulgated  under the  Securities Act and that Party A is relying
            upon the  truth and  accuracy  of the  representations,  warranties,
            agreements,  acknowledgments and understandings of Party B set forth
            herein in order to determine the  applicability  of such  exemptions
            and the  suitability  of  Party B to  acquire  the  Shares.  In this
            regard, Party B represents, warrants and agrees that:

            a.    Party B is not a U.S.  Person (as defined below) and is not an
                  affiliate (as defined in Rule 501(b) under the Securities Act)
                  of Party A. A U.S. Person means any one of the following:

                  (1)   any  natural  person  resident  in the United  States of
                        America;

                  (2)   any partnership or corporation organized or incorporated
                        under the laws of the United States of America;

                  (3)   any estate of which any executor or  administrator  is a
                        U.S. person;

                  (4)   any trust of which any trustee is a U.S. person;

                  (5)   any agency or branch of a foreign  entity located in the
                        United States of America;

                  (6)   any non-discretionary  account or similar account (other
                        than an  estate  or  trust)  held by a  dealer  or other
                        fiduciary for the benefit or account of a U.S. person;

                  (7)   any discretionary account or similar account (other than
                        an estate or trust) held by a dealer or other  fiduciary
                        organized,  incorporated or (if an individual)  resident
                        in the United States of America; and

                  (8)   any partnership or corporation if:

                        (a)   organized  or  incorporated  under the laws of any
                              foreign jurisdiction; and


                                       3
<PAGE>

                        (b)   formed  by  a  U.S.  person  principally  for  the
                              purpose of investing in securities  not registered
                              under the Securities  Act,  unless it is organized
                              or   incorporated,   and  owned,   by   accredited
                              investors  (as  defined in Rule  501(a)  under the
                              Securities  Act)  who  are  not  natural  persons,
                              estates or trusts.

                  b.    At the time of the  origination  of  contact  concerning
                        this contract and the date of the execution and delivery
                        of this  contract,  Party B was  outside  of the  United
                        States.

                  c.    Party B will not,  during the period  commencing  on the
                        date of  issuance  of the Shares and ending on the first
                        anniversary  of such date, or such shorter period as may
                        be  permitted  by  Regulation  S  or  other   applicable
                        securities law (the "Restricted  Period"),  offer, sell,
                        pledge or  otherwise  transfer  the Shares in the United
                        States,  or to a U.S.  Person for the account or for the
                        benefit of a U.S. Person,  or otherwise in a manner that
                        is not in compliance with Regulation S. At no time shall
                        Party B  offer  or  sell  the  Shares  unless  they  are
                        registered  under the  Securities Act or are exempt from
                        the registration  requirements of the Securities Act and
                        any  applicable  state  or  foreign  securities  laws or
                        regulations.

                  d.    Party B will, after expiration of the Restricted Period,
                        offer,  sell,  pledge or  otherwise  transfer the Shares
                        only pursuant to  registration  under the Securities Act
                        or an available  exemption  therein  and, in  accordance
                        with all applicable state and foreign securities laws.

                  e.    Party B has not in the United  States,  engaged  in, and
                        prior to the  expiration of the  Restricted  Period will
                        not directly or indirectly  engage in, any short selling
                        of or any hedging or similar transaction with respect to
                        the Shares, including without limitation,  any put, call
                        or other option  transaction,  option  writing or equity
                        swap.

                  f.    Neither  Party B nor or any person  acting on its behalf
                        has engaged,  nor will engage,  in any directed  selling
                        efforts to a U.S.  Person with respect to the Shares and
                        Party  B and  any  person  acting  on  its  behalf  have
                        complied   and   will   comply   with   the    "offering
                        restrictions"  requirements  of  Regulation  S under the
                        Securities Act.

                  g.    The transactions  contemplated by this contract have not
                        been  pre-arranged  with a buyer  located  in the United
                        States or with a U.S. Person, and are not part of a plan
                        or scheme to evade the registration  requirements of the
                        Securities Act.

                  h.    Neither  Party B nor any person acting on its behalf has
                        undertaken  or carried out any  activity for the purpose
                        of, or that could  reasonably  be  expected  to have the
                        effect of, conditioning the market in the United States,
                        its territories or  possessions,  for any of the Shares.
                        Party B agrees  not to cause  any  advertisement  of the
                        Shares to be published in any newspaper or periodical or
                        posted in any public place and not to issue any circular
                        relating to the Shares,  except such advertisements that
                        include the  statements  required by  Regulation S under
                        the  Securities  Act,  and only  offshore and not in the
                        U.S. or its territories, and only in compliance with any
                        local applicable securities laws.

      9.    Legends.  Each  certificate  representing the shares of common stock
            included in the Shares and each warrant certificate representing the
            warrants  included in the Unit shall be endorsed  with the following
            legends,  in  addition  to any other  legend  required  to be placed
            thereon by applicable federal or state securities laws:


                                       4
<PAGE>

            a.    "THESE  SECURITIES  ARE BEING OFFERED TO INVESTORS WHO ARE NOT
                  U.S.  PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
                  ACT OF 1933,  AS AMENDED ("THE  SECURITIES  ACT")) AND WITHOUT
                  REGISTRATION  WITH THE UNITED STATES  SECURITIES  AND EXCHANGE
                  COMMISSION   UNDER  THE   SECURITIES   ACT  IN  RELIANCE  UPON
                  REGULATION S PROMULGATED UNDER THE SECURITIES ACT."

            b.    "TRANSFER  OF  THESE  SECURITIES  IS  PROHIBITED,   EXCEPT  IN
                  ACCORDANCE  WITH THE  PROVISIONS  OF REGULATION S, PURSUANT TO
                  REGISTRATION   UNDER  THE  SECURITIES   ACT,  OR  PURSUANT  TO
                  AVAILABLE  EXEMPTION FROM REGISTRATION.  HEDGING  TRANSACTIONS
                  MAY NOT BE CONDUCTED  UNLESS IN COMPLIANCE WITH THE SECURITIES
                  ACT."

      10.   Stop Transfer Orders.  Party B consents to Party A making a notation
            on its records or giving instructions to any transfer agent of Party
            A in order to implement the  restrictions  on transfer of the Shares
            set forth in this agreement and as required by Regulation S.

      11.   PATRIOT  Act.  Party  B is  not,  nor  is it  acting  as  an  agent,
            representative,  intermediary or nominee for, a person identified on
            the list of  blocked  persons  maintained  by the  Office of Foreign
            Assets Control,  U.S. Department of Treasury.  In addition,  Party B
            has complied with all applicable U.S. laws, regulations, directives,
            and executive  orders relating to anti-money  laundering , including
            but  not  limited  to  the  following  laws:  (1)  the  Uniting  and
            Strengthening  America by Providing  Appropriate  Tools  Required to
            Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and
            (2)  Executive  Order  13224  (Blocking   Property  and  Prohibiting
            Transactions with Persons Who Commit, Threaten to Commit, or Support
            Terrorism)  of  September  23,  2001.  Party B shall  ensure that it
            obtains  a   representation   similar  to  the  foregoing  from  any
            transferee  of the Shares of Party A's  Common  Stock  purchased  by
            Party B pursuant to this contract.


                                       5
<PAGE>

                  Further,  this transaction and any resale of Shares by Party B
                  to  transferees  shall not violate the  statutes  mentioned in
                  this representation.

         12.      Transfers  Must  Comply  with  Regulation  S.  Notwithstanding
                  anything contained herein to the contrary,  Party A may refuse
                  to  register  any  transfer  of the Shares of common  stock of
                  Party A that are not made in  accordance  with  Regulation  S,
                  pursuant  to the  registration  under  the  Securities  Act or
                  pursuant to an available exemption from registration.

Article 6: Indemnity

Party  B  understands  and   acknowledges   that  Party  A  is  relying  on  the
representations  made by Party B herein,  and, thus,  hereby agrees to indemnify
Party A, and its  respective  officers and  directors,  agents,  attorneys,  and
employees,  and agrees to hold them  harmless from and against any and all loss,
damage, liability, or expense,  including reasonable attorney's fees, that it or
any of them may suffer, sustain, or incur by reason of or in connection with any
misrepresentation  or breach of warranty or agreement made by Party A under this
contract.

Party A: Minghua Group International Holdings Limited


By: /s/
   --------------------------------
   Name:
   Title:

Party B: Beijing Qiang Long Real Estate Development Co., Ltd.


By: /s/
   --------------------------------
   Name:
   Title:

This contract is signed January 29, 2004 in Shenzhen.


                                       6

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</DOCUMENT>
