Exhibit4.12


**Share Pledge Agreement**








Party A: e-Future  (Beijing)  Information Technology Inc.  (hereinafter "Pledgee")







Party B:  Zhang  xuejun  (hereinafter  "Pledgor")









Party C: Beijing Changshengtiandi  Ecommerce Co., Ltd.






















18/01










1. Sale and Purchase of Equity Interest





1.1
    Option Granted





In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B (regardless whether Party B's capital contribution to Party C and/or percentage of shareholding in Party C is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.





1.2
    Steps for Exercise of Equity Interest Purchase Option





Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests.





1.3
    Equity Interest  Purchase Price





Unless an appraisal is required by the laws of China applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall equivalent to the Loan under the Loan Agreement or shall be the sum agreed by the Parties.





1.4
    Transfer of Optioned  Interests





For each exercise of the Equity Interest Purchase Option:





1.4.1
    Party B shall cause Party C to promptly convene a  shareholders meeting, at which a resolution shall be adopted approving Party  B's transfer of the Optioned Interests to Party A and/or the Designee(s);





1.4.2
    Party B shall execute a  share transfer contract with respect to each transfer with Party A and/or each  Designee (whichever is applicable), in accordance with the provisions of this  Agreement and the Equity Interest Purchase Option Notice regarding the Optioned  Interests;





1.4.3
    The relevant Parties shall  execute all other necessary contracts, agreements or documents, obtain all  necessary government licenses and permits and take all necessary actions to transfer valid  ownership of the Optioned Interests to Party A and/or the Designee(s),  unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the  registered owner(s) of the Optioned Interests. For the purpose of this Section and this  Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any  stock options, acquisition right, right of first refusal, right to offset,  ownership retention or other security arrangements, but  shall be deemed to exclude any security interest created by this Agreement and  Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement"  as used in this Section  and this Agreement shall refer to the Share Pledge Agreement executed by and among  Party B, the Designee(s) and Party C as  of the date hereof, whereby Party B pledges all of its equity interests in Party C to  the Designee(s), in order to guarantee Party C's  performance of its obligations under the Exclusive  Business Corporation Agreement executed by and between Party C and the  Designee(s).





1.5
    Payment of the Equity  Interest Purchase Price





The Parties have agreed in the Loan Agreement that any proceeds  obtained by Party B through the transfer of its equity interests in Party C shall be  used for repayment of the loan provided by Party A in accordance with the Loan  Agreement. Accordingly, upon exercise of the Equity Interest Purchase Option,  Party A may elect to make payment of the Equity Interest Purchase Price through  cancellation of the outstanding amount of the loan owed by Party B to Party A,  in which case Party A shall not be required to pay any additional Equity  Interest Purchase Price to Party B.





2. Covenants





2.1
    Covenants regarding  Party C





Party B (as a shareholder  of Party C) and Party C hereby covenant as  follows:





2.1.1
    Without the prior written  consent of Party A, they  shall not in any manner supplement, change or amend the articles of association and  bylaws of Party C, increase or decrease its registered capital, or change its  structure of registered capital in other manners;





2.1.2
    They shall maintain Party  C's corporate existence in accordance with good financial and business  standards and practices by prudently and effectively operating its business and  handling its affairs;





2.1.3
    Without the prior written  consent of Party A, they shall not at any time following the date hereof, sell,  transfer, mortgage or dispose of in any manner any assets of Party C or legal  or beneficial interest in the business or revenues of Party C, or allow the  encumbrance thereon of any security interest;





2.1.4
    Without the prior written  consent of Party A, they shall not incur, inherit, guarantee or suffer the  existence of any debt, except for (i)  debts incurred in the ordinary course of business other  than through loans; and (ii) debts disclosed to Party A for which Party A's  written consent has been obtained;





2.1.5
    They shall always operate  all of Party C's businesses during the ordinary course of business to maintain  the asset value of Party C and refrain from any action/omission that may affect  Party C's operating status and asset value;





2.1.6
    Without the prior written  consent of Party A, they shall not cause  Party C to execute any major contract, except the contracts in the  ordinary course of business (for purpose of this subsection, a contract with a  value exceeding RMB 100,000 shall be deemed a  major contract);





2.1.7
    Without the prior written  consent of Party A, they shall not cause  Party C to provide any person with any loan or credit;





2.1.8
    They shall provide Party A  with information on Party C's business operations and financial condition at  Party A's request;





2.1.9
    If requested by Party A,  they shall procure and maintain insurance in  respect of Party C's assets and business  from an insurance carrier acceptable to Party A, at an amount and type of  coverage typical for companies that operate similar businesses;





2.1.10
    Without the prior written  consent of Party A, they shall not cause  or permit Party C to merge, consolidate with,  acquire or invest in any person;





2.1.11
    They shall immediately  notify Party A of the occurrence or possible occurrence of any litigation,  arbitration or administrative proceedings relating to Party C's assets,  business or revenue;





2.1.12
    To maintain the ownership  by Party C of all of its assets, they shall execute all necessary or  appropriate documents, take all necessary or appropriate actions and file all  necessary or appropriate complaints or raise necessary and appropriate defenses  against all claims;





2.1.13
    Without the prior written  consent of Party A, they shall ensure that Party  C shall not in any manner distribute dividends to its  shareholders, provided that upon Party A's written request, Party C shall immediately  distribute all distributable profits to its shareholders;  and





2.1.14
    At the request of Party A,  they shall appoint any persons designated by Party A as directors of Party C.





2.2
    Covenants of Party B and Party C





Party B hereby covenants as  follows:





2.2.1
    Without the prior written  consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in  any other manner any legal or beneficial interest in the equity interests in  Party C held by Party B, or allow the encumbrance thereon of any security  interest, except for the pledge placed on these equity interests in accordance  with Party B's Share Pledge Agreement;





2.2.2
    Party B shall cause the shareholders'  meeting and/or the board of directors of Party C  not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or  beneficial interest in the equity interests in Party C held by Party B, or allow  the encumbrance thereon of any security interest,  without the prior written consent of Party A, except for the pledge  placed on these equity interests in accordance with Party B's Share Pledge Agreement;





2.2.3
    Party B shall cause the shareholders'  meeting or the board of directors of Party C not to approve the merger or  consolidation with any person, or the acquisition of or investment in any  person, without the prior written consent of Party A;





2.2.4
    Party B shall immediately  notify Party A of the occurrence or possible occurrence of any litigation,  arbitration or administrative proceedings relating to the equity interests in  Party C held by Party B;





2.2.5
    Party B shall cause the shareholders'  meeting or the board of directors of Party C to vote their approval of the  transfer of the Optioned Interests as set forth in this Agreement and to take  any and all other actions that may be requested by Party A;





2.2.6
    To  the extent necessary to maintain Party B's ownership in Party C, Party B shall  execute all necessary or appropriate documents, take all necessary or  appropriate actions and file all necessary or appropriate complaints or raise  necessary and appropriate defenses against all claims;





2.2.7
    Party B shall appoint any  designee of Party A as director of Party  C, at the request of Party A;





2.2.8
    At the request of Party A  at any time, Party B shall promptly and unconditionally transfer its equity  interests in Party C to Party A's Designee(s)  in accordance with the Equity Interest Purchase Option under this Agreement, and cause the other  existing shareholder to waive their right of first  refusal (if any) to the share transfer by Party B (if any); and





2.2.9
    Party B shall strictly  abide by the provisions of this Agreement and other contracts jointly or  separately executed by and among Party B, Party C and Party A or the Designee(s),  perform the obligations hereunder and thereunder, and refrain from any action/omission that  may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights  with respect to the equity interests subject to this Agreement hereunder or  under Party B's Share Pledge Agreement or under the Power of Attorney granted  in favor of the Designee(s),  Party B shall not exercise such rights except in accordance with the written  instructions of Party A or the Designee(s).





3. Representations and  Warranties










3.1
    They have the authority to  execute and deliver this Agreement and any share transfer contracts to which  they are a party concerning the Optioned Interests to be transferred thereunder  (each, a "Transfer Contracts"), and to perform their obligations  under this Agreement and any Transfer Contracts. Party B and Party C agree to  enter into Transfer Contracts consistent with the terms of this Agreement upon  Party A's exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which  they are a party constitute or will constitute their legal, valid and binding  obligations and shall be enforceable against them in accordance with the  provisions thereof;





3.2
    The execution and delivery  of this Agreement or any Transfer Contracts and the obligations under this Agreement or any  Transfer Contracts  shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent  with the articles of association, bylaws or other organizational documents of Party C;  (iii) cause the violation of any contracts or instruments to which they are a  party or which are binding on them, or constitute any breach under any  contracts or instruments to which they are a party or which are binding on  them; (iv) cause any violation of any condition for the grant and/or continued  effectiveness of any licenses or permits issued to either of them; or (v) cause  the suspension or revocation of or imposition of additional conditions to any licenses  or permits issued to either of them;





3.3
    Party B has a good and  merchantable title to the equity interests in Party C he holds. Except for Party  B's Share Pledge Agreement, Party B has not placed any security interest on  such equity interests;





3.4
    Party C has a good and  merchantable title to all of its assets, and has  not placed any security interest on the aforementioned assets;





3.5
    Party C does not have any  outstanding debts, except for (i) debt incurred in the ordinary course of  business; and (ii) debts disclosed to Party A for which Party A's written  consent has been obtained;





3.6
    Party C has complied with  all laws and regulations of China applicable to asset acquisitions; and





3.7
    There are no pending or threatened litigation,  arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.





4. Effective Date










5. Governing Law and Resolution of Disputes





5.1
    Governing law





The execution,  effectiveness, construction, performance, amendment and termination of this  Agreement and the resolution of disputes hereunder  shall be governed by the formally published  and publicly available laws of China. Matters not covered  by formally published and publicly available laws of China shall be governed by  international legal principles and practices.





5.2
    Methods of Resolution of Disputes





In the event of any dispute  with respect to the construction and performance of this Agreement, the Parties shall first  resolve the dispute through  friendly negotiations. In the event the Parties fail to reach an agreement on the  dispute within 30 days after either Party's request to the other Parties for resolution of  the dispute through negotiations, either Party may submit the relevant dispute  to the China International  Economic and Trade Arbitration Commission  for arbitration, in accordance with its then effective arbitration  rules. The arbitration shall be conducted in  Beijing, and the language used in arbitration shall be  Chinese. The arbitration award  shall be final and binding on all Parties.





6. Taxes and Fees
















7. Notices





7.1
    All  notices and other communications required or permitted to be given pursuant to  this Agreement shall be delivered personally or sent by registered mail,  postage prepaid, by a commercial courier service or by facsimile transmission  to the address of such Party set forth below.   A confirmation copy  of each notice shall also be sent by email.   The dates on which notices shall be deemed to have been effectively  given shall be determined as follows:





7.1.1
    Notices given by personal delivery, by courier service  or by registered mail, postage prepaid, shall be deemed effectively given on  the date of delivery or refusal at the address specified for notices.





7.1.2
    Notices given by facsimile transmission shall be deemed  effectively given on the date of successful transmission (as evidenced by an  automatically generated confirmation of transmission).





7.2
    For  the purpose of notices, the addresses of the Parties are as follows:





Party A



















Party B



















Party  C



















7.3
    Any  Party may at any time change its address for notices by  a notice delivered to the other Parties in accordance with the terms hereof.





8. Confidentiality










9. Further Warranties










10. Miscellaneous





10.1
    Amendment, change and  supplement





Any amendment, change and  supplement to this Agreement shall require the execution of a written agreement  by all of the Parties.





10.2
    Entire agreement





Except for the amendments,  supplements or changes in writing executed after the execution of this Agreement, this  Agreement shall constitute the entire agreement reached by and among the  Parties hereto with respect to the subject matter hereof, and shall supercede  all prior oral and written consultations, representations and contracts reached  with respect to the subject matter of this Agreement.





10.3
    Headings





The headings of this  Agreement are for convenience only, and shall not be used to interpret, explain  or otherwise affect the meanings of the provisions of this Agreement.





10.4
    Language





BThis Agreement is written  in both Chinese and English language  in three copies, each Party having one copy with equal legal  validity; in case there is any conflict between the Chinese version and the  English version, the Chineseversion shall prevail.





10.5
    Severability





In the event that one or  several of the provisions of this Agreement are found to be invalid, illegal or  unenforceable in any aspect in accordance with any laws or regulations, the  validity, legality or enforceability of the remaining provisions of this  Agreement shall not be affected or compromised in any respect. The Parties  shall strive in good faith to replace such invalid, illegal or unenforceable  provisions with effective provisions  that accomplish to the greatest extent permitted by law and the intentions of  the Parties, and the economic effect of such effective provisions  shall be as close as possible to the economic effect of those invalid, illegal  or unenforceable provisions.





10.6
    Successors





This Agreement shall be  binding on and shall inure to the interest of the respective successors of the  Parties and the permitted assigns of such Parties.





10.7
    Survival





10.7.1
    Any obligations that occur  or that are due as a result of this Agreement upon the expiration or early  termination of this Agreement shall survive the expiration or early termination  thereof.





10.7.2
    The provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the  termination of this Agreement.





10.8
    Waivers





Any Party may waive the  terms and conditions of this Agreement, provided that such a waiver must be  provided in writing and shall require the signatures of the Parties. No waiver  by any Party in certain circumstances with respect to a breach by other Parties  shall operate as a waiver by such a Party with respect to any similar breach in  other circumstances.










Party A: eFuture  (Beijing)  Information Technology Inc.





By: _/s/_Yan Yanchun ____________















Party B: Zhang  xuejun





By: __/s/ **Zhang xuejun**___________





Party C: Beijing Changshengtiandi   Ecommerce Co., Ltd.





By: __/s/_Zhang Xuejun_____________