Exhibit 4.10


**Loan  Agreement**


18/01





eFuture  (Beijing) Information Technology Inc.





Zhang xuejun











Whereas,





1.   Loan





1.1
    According to the terms and  conditions of this Agreement, Lender agrees to provide a loan equivalent to the  amount of RMB150,000 (the  "Loan") to Borrower, and the Loan will be provided  in a lump sum basis or by several installments in accordance with the  amount specified in the written notice from the Borrower. The term of the Loan shall be ten (10) years from the date  of this Agreement, which may be extended upon mutual written consent of the  Parties. During the term of  the Loan or the extended term of the Loan, Borrower  shall immediately repay the full amount of the Loan in the event any one  or more of the following circumstances occur:





30 days elapse after  Borrower receives written notice from Lender requesting repayment of the Loan;





Borrower's death, lack  or limitation of civil capacity;





Borrower ceases (for any  reason) to be an employee of Lender or its affiliated entity, or ceases to be a shareholder of the Borrower Company (as defined  below);





Borrower engages in criminal act or is involved in criminal  activities;





Any third party filed a  claim against Borrower that exceeds RMB200,000; or





Lender determine to exercises the exclusive option  under the Exclusive Option Agreement (the "Exclusive Option Agreement") described in Sections  4.1.1 and  .5 of this Agreement.















2. Conditions  Precedent










2.1
    Lender receives the written notification for drawdown under the Loan sent by Borrower according to Section 1.2.





2.2
    All the representations and warranties by Borrower in Section 3.2 are true, complete, correct and not misleading.





2.3
    Borrower has not violated the covenants in Section 4 of this Agreement, and no event which may affect Borrower's performance of its obligations under this Agreement has occurred or is expected to occur.








3. **Representations and Warranties******





3.1
    Between the date of this  Agreement and the date of termination of this Agreement, Lender hereby makes the  following representations and  warranties to Borrower:





Lender is a company duly organized  and legally existing in accordance with the laws of the PRC;





Lender has the legal  capacity to execute and perform this Agreement. The  execution and performance by Lender of this Agreement is consistent with  Lender's scope of business and the provisions of  Lender's corporate bylaws and other organizational  documents, and Lender has obtained  all necessary and proper approvals and authorizations for the execution and performance of  this Agreement; and





This Agreement constitutes Lender's legal,  valid and binding obligations,  enforceable in accordance with its terms.





Between the date of this  Agreement and the date of termination of this Agreement, Borrower hereby makes  the following representations and  warranties:





Borrower has the legal capacity  to execute and perform this Agreement. Borrower has obtained all necessary and proper approvals  and authorizations for the execution and  performance of this Agreement;





This Agreement constitutes Borrower's legal,  valid and binding obligations  enforceable in accordance with its terms; and





There are no disputes,  litigations, arbitrations,  administrative proceedings or any  other legal proceedings relating to Borrower, nor are there any potential  disputes, litigations,  arbitrations, administrative proceedings or any other  legal proceedings relating to Borrower.





4. Borrower's Covenants










to  execute the Exclusive Option Agreement with Borrower and Lender, under which Borrower shall irrevocably grant Lender an exclusive  option to purchase all of the Borrower Equity Interest; to execute an Exclusive Business  Cooperation Agreement ("Exclusive Business Cooperation Agreement")  with Lender (or a party designated by Lender), under which Lender (or a party designated by  Lender), as an exclusive service provider, will provide Borrower Company with  technical service and business consulting service; to enter into the Exclusive Option Agreement and  the Exclusive Business Cooperation Agreement on  the date of   issuance of the new business  license of Borrower Company reflecting the completion  of the acquisition and/or the increase of registered capital, and to complete all the related governmental  approvals, registrations or fillings (as applicable);





to strictly abide by the  provisions of the Exclusive Option Agreement  and the Exclusive Business Cooperation Agreement,  and to refrain from any action/omission that may  affect the effectiveness and enforceability of the  Exclusive Option Agreement and the Exclusive Business Cooperation Agreement;





at the request of Lender (or a party designated by Lender), to execute  contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly  abide by such contracts/agreements;





to provide Lender with all  of the information on its business operations and financial condition at Lender's  request;





to immediately notify  Lender of the occurrence or possible occurrence of any litigation, arbitration or  administrative proceedings relating  to its assets, business or  income;





at the request of Lender,  to appoint any persons designated by Lender as directors  and/or executive director of Borrower Company;





without Lender's  prior written consent, not to supplement, change or amend its articles of association  in any manner, increase or decrease its registered capital or change its share  capital structure in any manner;





to maintain its  corporate existence in accordance with good financial  and business standards and practices by  prudently and effectively operating its business and handling its affairs;





without Lender's  prior written consent, not to sell, transfer, mortgage or dispose of in any other  manner its legal or beneficial interest in any of its assets, business or  revenue at any  time from the date of this Agreement, or permit  the encumbrance of any other security interest  thereon;





to operate its businesses in the ordinary course  and to maintain the value of its assets;





without the prior  written consent of Lender, not to execute any major contract, except for  contracts in the ordinary course of business (for purpose of this subsection, a  contract with  a value exceeding RMB100,000 shall be deemed a major contract);





without the prior  written consent of Lender, not to provide any person with any loan, credit or  security;





to procure and  maintain insurance from an insurance carrier  acceptable to Lender, at an amount and type of  coverage typical for companies  that operate similar businesses;





without the prior  written consent of Lender, not to merge, consolidate with, acquire, or invest in  any person;





to maintain the  ownership of all of its assets, 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; and





without the prior  written consent of Lender, not to distribute dividends to shareholders,  provided that  upon Lender's written request, to distribute the  distributable profits in  whole or in part to its shareholders.










ensure  that the acquisition of equity interest of and/or the increase of registered  capital of Borrower Company shall  be completed and the Borrower Equity Interest to be hold by Borrower  within 60 days from the date of this Agreement  according to the laws of China; Borrower Company  shall be a limited liability company without foreign investment, in which Borrower shall  hold 15%;





pay the capital  contribution in full corresponding to the Borrower Equity Interest in accordance with the laws of China, and provide Lender with a capital contribution verification report  regarding paid-in capital contributions from a qualified accounting firm;





endeavor  to cause Borrower Company to engage in its current business;





execute  an irrevocable Power  of Attorney, which  authorizes a legal or natural person  designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company, and refrain from exercising any such shareholder  rights except to the extent required under this Agreement or the Share Pledge  Agreement (hereinafter Section .6)  or as requested by Lender;





execute  the Exclusive Option Agreement with Lender and Borrower Company,  under which Borrower shall irrevocably grant to  Lender an exclusive option to purchase all of the Borrower Equity Interest;





execute  a Share Pledge Agreement (the "Share Pledge Agreement") with Lender's designee and Borrower Company, under which Borrower shall pledge  the Borrower Equity Interest to Lender's  designee;





to strictly abide by the  provisions of the Exclusive Option Agreement  and the Exclusive Business Cooperation Agreement,  and to refrain from any action/omission that may  affect the effectiveness and enforceability of the  Exclusive Option Agreement and the Exclusive Business Cooperation Agreement;





enter  into the aforementioned Power of Attorney, Exclusive Option Agreement and Share Pledge Agreement on the date of the issuance  of the new business license of Borrower  Company, and complete all the related governmental approvals,  registrations or fillings (as applicable);





abide by the provisions of  this Agreement, the Power of Attorney, the Share Pledge Agreement and the Exclusive Option Agreement,  perform his obligations under this Agreement, the  Power of Attorney, the Share Pledge Agreement and the  Exclusive Option Agreement, and refrain from any  action/omission that may affect the effectiveness and enforceability of  this Agreement, the Power of Attorney, the Share Pledge Agreement and  the Exclusive Option Agreement;





not sell, transfer,  mortgage or dispose of in any other manner the  legal or beneficial interest in Borrower Equity Interest,  or allow the encumbrance  thereon of any security interest or the  encumbrance, except in  accordance with the Share Pledge Agreement;





cause any shareholders' meeting and/or the board of directors  and/or executive director of Borrower Company not to approve the sale, transfer, mortgage or disposition in  any other manner of any legal  or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any  security interest, except  to Lender or Lender's designated person;





cause any shareholders' meeting and/or the board of directors  and/or executive director of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any  person, without the  prior written consent of Lender;





immediately notify Lender  of the occurrence or possible occurrence of any litigation, arbitration or  administrative proceedings relating to Borrower  Equity Interest;





to the extent necessary to  maintain his ownership of the Borrower Equity  Interest, execute all  necessary or appropriate documents, take all necessary or appropriate actions  and file all necessary or appropriate complaints or raise necessary and appropriate defense  against all claims;





without the prior written  consent of Lender, refrain from any action/omission that may have a material  impact on the assets, business  and liabilities of Borrower Company;





to the extent permitted by  the laws of China, at the request of Lender  at any time, promptly and unconditionally transfer all  of Borrower Equity Interest to Lender or Lender's  designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the  share transfer described in this Section;





to the extent permitted by  the laws of China, at the request of Lender  at any time, cause the other shareholders of Borrower Company to transfer all of their equity interest to Lender or  Lender's designated representative(s), and Borrower hereby waives his right of first refusal  (if any) with respect to the share transfer described in this Section;





in the event that Lender  purchases Borrower Equity Interest from Borrower  in accordance with the provisions of the Exclusive Option Agreement, use such  purchase price obtained thereby to repay the Loan to Lender;  and





without the prior written  consent of Lender, not to cause Borrower Company to  supplement, change, or amend its articles of association in any manner,  increase or decreases its registered capital or change its share capital  structure in any manner.





5. Liability for Default















6. Notices










Notices given by personal delivery, by courier service  or by registered mail, postage prepaid, shall be deemed effectively given on  the date of delivery.





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).













Lender:
















Borrower:





















7. Confidentiality




8. Governing Law and  Resolution of Disputes





8.1
    The execution,  effectiveness, construction, performance,  amendment and termination  of this Agreement and the resolution of disputes shall  be governed by the laws of China.





8.2
    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 Party 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.





8.3
    Upon the occurrence of any  disputes arising from the construction and  performance of this Agreement or during the pending arbitration of any dispute, except  for the matters under dispute, the parties to this  Agreement shall continue to exercise their respective  rights under this Agreement  and perform their respective obligations under this  Agreement.





9. Miscellaneous





9.1
    This Agreement shall become  effective on the date thereof, and shall expire upon the date of full  performance by the Parties  of their respective obligations under this Agreement.





9.2
    This Agreement shall be written in both Chinese and English language in two 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 Chinese version shall  prevail.





9.3
    This  Agreement may be amended or supplemented through written  agreement by and between the Parties.  Such written amendment  agreement and/or supplementary agreement executed  by and between the  Parties are an integral part of this  Agreement, and shall have the same legal validity as  this Agreement.





9.4
    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 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.





9.5
    The attachments (if any) to  this Agreement shall be an integral part of this  Agreement and shall have the same legal validity as  this Agreement.










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





By: _/s/_Yan Yanchun ____________















Borrower:





By: _/s/  Zhang  Xuejun_________