Exhibit 10.2
                          China World Trade Corporation

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                              SETTLEMENT AGREEMENT

This Agreement dated 5 December 2003 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:        Mr. Chi Hung TSANG c/o Room 1217, 12/F., The Metropolis Tower,
                10 Metropolis Drive, Hunghom, Hong Kong

                                    RECITALS

         Party A is a public company with business provided in the major areas
of business recreational club, management consultancy, and credit cards and
agency services; and Party A owed Party B a total amount of US$456,661.73 (the
"Consideration Amount") in cash advance to Party A for its working capital as of
15 November 2003.

WHEREAS:

1.       Party B agrees to convert the Consideration Amount that Party A owed
         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 Seven Hundred Sixty-one Thousand One Hundred
         and Three shares (761,103) 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/ RINGO LEUNG                           /s/  CHI HUNG TSANG
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Name:    Ringo Leung                        Name:  Chi Hung TSANG
         Director