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                                                                   EXHIBIT 10.31

                               OPERATING AGREEMENT

     This Operating Agreement ("Agreement") is entered into on the day of 27
November, 2003 (the "Effective Date") among the following parties:

PARTY A: Shanghai Huitong Information Co., Ltd.
ADDRESS: No.28 Jiaji Road, Jiading District, Shanghai

PARTY B: Shanghai Unilink Computer Co., Ltd.
ADDRESS: 154, No.4671, Caoan Road, Jiaidn District, Shanghai

PARTY C: Yang Lei
ADDRESS: 30B, No.2, Sun Island City Garden, Henan South Road, Shanghai

PARTY D: Du Minsheng
ADDRESS: Room 601, No.10, Lane 288, Macao Road, Shanghai

PARTY E: Shanghai Weilan Computer Co., Ltd.
ADDRESS: No.558, Maluzhendazhi West Road, Jiading District, Shanghai

WHEREAS:

1.   Party A is a wholly foreign-owned enterprise registered in the People's
     Republic of China (the "PRC");

2.   Party B is a wholly domestic-owned company registered in the PRC;

3.   Party A has established a business relationship with Party B by entering
     into Exclusive Technical Consulting and Services Agreement;

4.   Pursuant to Exclusive Technical Consulting and Services Agreement between
     Party A and Party B, Party B shall pay a certain amount of money to Party
     A. However, the relevant payables have not been paid yet and the daily
     operation of Party B will have a material effect on its capacity to pay the
     payables to Party A.

5.   Party C is a shareholder of Party B who owns 5% equity in Party B.

6.   Party D is a shareholder of Party B who owns 5% equity in Party B.

7.   Party E is a shareholder of Party B who owns 90% equity in Party B.

8.   Party A, Party B, Party C , Party D and Party E agree to further clarify
     matters relating to the operation of Party B pursuant to provisions herein.

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                                                                           10.31

     NOW THEREFORE, Party A, Party B, Party C, Party D and Party E through
     mutual negotiations hereby agree as follows:

1.   In order to ensure Party B's normal operation, Party A agrees, subject to
     Party B's satisfaction of the relevant provisions herein, to act as the
     guarantor for Party B in the contracts, agreements or transactions in
     association with Party B's operation between Party B and any other third
     party and to provide full guarantee for Party B in performing such
     contracts, agreements or transactions. Party B agrees to mortgage the
     receivables of its operation and the company's whole asset to Party A as a
     counter guarantee. Pursuant to the above guarantee arrangement, Party A, as
     the guarantor for Party B, shall respectively enter into written guarantee
     contracts with Party B's counter parties to assume the guarantee liability.

2.   In consideration of the requirement of Article 1 herein and to ensure the
     performance of the various operation agreements between Party A and Party B
     and to ensure the payment of the various payables by Party B to Party A,
     Party B together with its shareholders Party C Party D and Party E, hereby
     jointly agree that Party B shall not conduct any transaction which may
     materially affect its assets, obligations, rights or the company's
     operation unless the obtainment of a prior written consent from Party A or
     Party A's Affiliates, including without limitations to the following
     contents:

     2.1 To borrow money from any third party or assume any debt;

     2.2 To sell to any third party or acquire from any third party any assets
     or rights, including without limitations to any intellectual property
     rights;

     2.3 To provide real guarantee for any third party with its assets or
     intellectual property rights;

     2.4 To assign to any third party the agreements entered into by it.

3.   In order to ensure the performance of the various operation agreements
     between Party A and Party B and to ensure the payment of the various
     payables by Party B to Party A, Party B together with its shareholders
     Party C Party D and Party E hereby jointly agree to accept the provision of
     the corporate policies and guidance by Party A at no time in respects of
     appointment and dismissal of the company's employees, the company's daily
     operation administration and the company's financial administrative system.

4.   Party B together with its shareholders Party C, Party D and Party E, hereby
     jointly agree that Party B, Party C ,Party D and Party E shall only appoint
     the personnel recommended by Party A as the directors of Party B, and Party
     B shall engage Party

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                                                                           10.31

     A's high ranking officers or any other candidate recommended by Party A as
     Party B's General Manager, Chief Financial Officer, and other high ranking
     officers. If any of the above officers leaves or is fired by Party A, he or
     she will lose the qualification to undertake any positions in Party B and
     Party B, Party C, Party D and Party E shall appoint other high officers of
     Party A recommended by Party A to undertake such position.

     Party B together with its shareholders Party C, Party D and Party E hereby
     jointly agree and confirm that except the stipulation set forth in Article
     1 herein, Party B shall seek a guarantee from Party A first if Party B
     needs any guarantee for its performance of any contract or loan of working
     capital in the course of operation. In this case, Party A shall have the
     right but not the obligation to provide appropriate guarantee to Party B on
     its own discretion. If Party A decides not to provide such guarantee, Party
     A shall issue a written notice to Party B immediately and Party B shall
     seek a guarantee from other third party.

5.   In the event that any of the agreements between Party A and Party B
     terminates or expires, Party A shall have the right but not the obligation
     to terminate all agreements between Party A and Party B including without
     limitation to Exclusive Technical Consulting and Services Agreement.

6.   Any amendment and supplement of this Agreement shall be in a written form.
     The amendment and supplement after being duly executed by each Party shall
     be part of this Agreement and shall have the same legal effect as this
     Agreement.

7.   This Agreement shall be governed by and construed in accordance with the
     PRC law.

8.   Dispute Resolution

     The parties shall strive to settle any dispute arising from the
     interpretation or performance, or in connection with this Agreement through
     friendly consultation. In case no settlement can be reached through
     consultation, each party can submit such matter to China International
     Economic and Trade Arbitration Commission ("CIETAC") for arbitration in
     accordance with the current rules of CIETAC. The arbitration proceedings
     shall take place in Shanghai and shall be conducted in Chinese. The
     arbitration award shall be final and binding upon the parties.

9.   Notice

     Any notice which is given by the parties hereto for the purpose of
     performing the rights, duties and obligations hereunder shall be in
     writing. Where such notice is delivered personally, the time of notice is
     the time when such notice actually reaches the addressee; where such notice
     is transmitted by telex or facsimile, the notice time is the time when such
     notice is transmitted. If such notice does not reach the

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                                                                           10.31

     addressee on business date or reaches the addressee after the business
     time, the next business day following such day is the date of notice. The
     delivery place is the address first written above of the parties hereto or
     the address advised in writing from time to time. The writing form includes
     facsimile and telex.

10.  This Agreement shall be executed by a duly authorized representative of
     each party as of the Effective Date first written above and become
     effective simultaneously. The term of this agreement is ten years unless
     early termination occurs in accordance with the relevant provisions herein.
     This Agreement may be renewed only upon Party A's written confirmation
     prior to the term of this Agreement expires. The renewed terms shall be
     determined by the Parties hereto through mutual agreement.

11.  This Agreement shall be terminated on the expiring date unless it is
     renewed in accordance with the relevant provision herein. During the valid
     term of this Agreement, Party B, Party C ,Party D and Party E shall not
     terminate this Agreement. Notwithstanding the above stipulation, Party A
     shall have the right to terminate this Agreement at any time by issuing a
     thirty days prior written notice to Party B, Party C, Party D and Party E.

12.  This Agreement is executed in both Chinese and English in five copies, and
     in case of conflicts, the Chinese version shall prevail.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the Effective
Date first written above.

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                                                                           10.31

(No text on this page)

PARTY A: Shanghai Huitong Information Co., Ltd.

Authorized Representative: /s/ Jun Wu
Name:
Position:
Date:

PARTY B: Shanghai Unilink Computer Co., Ltd.

Authorized Representative:  /s/ Raymond Lei Yang
Name:
Position:
Date:

PARTY C: /s/ Yang Lei

Date:

PARTY D: /s/ Du Minsheng

Date:

PARTY E: Shanghai Weilan Computer Co., Ltd.

Authorized Representative:
Name:
Position:
Date:

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