SUBSCRIPTION AGREEMENT



                                      among


                      J.R. HI-TECH INVESTMENT CORPORATION,



                                MR. XINLEI WANG,



                                 MR. YONG JIANG

                                       and

                              INTERMOST CORPORATION




                        ________________________________

                          Dated as of October 24, 2000
                        ________________________________








                    Paul, Weiss, Rifkind, Wharton & Garrison
                      Solicitors and International Lawyers
                       12th Floor, Hong Kong Club Building
                                 3A Chater Road
                                     Central
                                    Hong Kong


<PAGE>


THIS SUBSCRIPTION AGREEMENT is made on the 1st day of  September, 2000

AMONG:

     (1)  J.R.  HI-TECH   INVESTMENT   CORPORATION,   a  company  organized  and
established in the British Virgin Islands ("BVI") and having its  correspondence
address at 23rd Floor, Kinwick Center, 32 Hollywood Road, Central, the Hong Kong
Special  Administrative  Region of the People's Republic of China ("PRC") ("Hong
Kong") (the "Company");

     (2) MR. XINLEI WANG, a citizen of Canada  ("Canada") with his domicile at 5
Deepwood Crescent,  Halifax, Canada, holder of Canadian passport number BC116093
("Mr. Wang");

     (3) MR. YONG JIANG,  a citizen of Canada with his domicile at Apartment 4B,
Haikong Building, Seaview Garden, Shenzhen, the PRC, holder of Canadian passport
number BC094441 ("Mr. Jiang" together with Mr. Wang, the "Founders"); and

     (4) INTERMOST CORPORATION, a company organized and established in the State
of Utah,  the United  States of America  ("USA")  and having its  correspondence
address at 43rd Floor, Shenfang Plaza, 3005 Renmin Road South, Shenzhen, the PRC
(the "Investor" or "Intermost").

WHEREAS:

     (A) The  Company  directly  owns  ninety-nine  percent  (99%) of Hong  Kong
(China)  Huifeng  Group  Limited ("HK  Huifeng"),  a limited  liability  company
organized and established in Hong Kong, and beneficially  owns the remaining one
percent (1%) of HK Huifeng, which is held in trust by Mr. Jiang.

     (B) The  Company  indirectly  through HK Huifeng  beneficially  owns ninety
percent  (90%)  of  Shenzhen  China  Websecurity.com   ("Shenzhen  Huifeng"),  a
Chinese-foreign equity joint venture established in the PRC which engages in the
provision  of Internet  security  services,  systems  integration  and  software
development services.

     (C) The Company and the Founders desire to allot and issue to the Investor,
and the Investor  desires to subscribe for and  purchase,  shares of the Company
upon the terms and subject to the conditions set forth herein.

NOW IT IS HEREBY AGREED as follows:

     1. Interpretation.

          1.1 In  this  Subscription  Agreement,  unless  the  context  requires
     otherwise:

          "Affiliate"  of a Person (the "Subject  Person") means (i) in the case
     of a Subject  Person  other than a natural  Person,  any other Person that,
     either  directly or indirectly  through one or more  intermediate  Persons,
     controls,  is  controlled  by or is under  common  control with the Subject
     Person,  and (ii) in the case of a Subject Person that is a natural Person,
     any other Person that,  either  directly or indirectly  through one or more
     intermediate  Persons,  is  controlled  by the Subject  Person or that is a
     relative of the Subject Person. For purposes of this definition,  "control"
     means the power to direct the  management or policies of a Person,  whether
     through  the  ownership  of  voting  securities  of  such  Person,  through
     contractual arrangements or otherwise.
<PAGE>

          "Basic Documents" means this Subscription Agreement, the Shareholders'
     Agreement and the Restated Articles.

          "Board" means the board of directors of the Company.

          "Charter Documents" means, collectively, the Memorandum of Association
     and Bye-Laws of the Company.

          "Collective  Warranties" means the representations and undertakings of
     the Company and the Founders set forth in Schedule 2.

          "Completion" means the completion of the subscription for and issuance
     of the Subscribed Shares.

          "Completion  Date" means the date and time at which  Completion  takes
     place.

          "Consideration"  means  the  consideration  for  the  issuance  of the
     Subscribed Shares, being the amount set forth in Section 2.2.

          "Governmental Authority" means any government or political subdivision
     thereof;  any department,  agency or  instrumentality  of any government or
     political  subdivision  thereof;  any court or arbitral  tribunal;  and the
     governing body of any securities exchange.

          "Investor  Warranties"  means  the  representations,   warranties  and
     undertakings of the Investor set forth in Schedule 3.

          "OTCBB" means the OTC Bulletin Board of NASDAQ in the USA.

          "Ownership"  at any time means  ownership of the ordinary  shares on a
     fully diluted basis,  assuming the exercise,  conversion or exchange of all
     options,  warrants and other  securities  exercisable for or convertible or
     exchangeable  into  ordinary  shares  (including   without  limitation  the
     exercise of all outstanding  options any stock option plan),  regardless of
     whether  such  options,   warrants  or  other   securities   are  currently
     exercisable, convertible or exchangeable at such time.

          "Parties"  means the  Company,  the  Investor  and the  Founders,  and
     "Party" means any of them.

                                       2
<PAGE>

          "Person" means any individual, firm, company,  Governmental Authority,
     joint venture,  association,  partnership  or other entity  (whether or not
     having separate legal personality).

          "Related  Party" means (i) any  shareholder  of the Company,  (ii) any
     director  of the  Company,  (iii)  any  officer  of the  Company,  (iv) any
     relative  of a  shareholder,  director or officer of the  Company,  (v) any
     Person in which any shareholder, director or officer of the Company has any
     interest,  other than a passive  shareholding of less than 5% in a publicly
     listed  company,  and (vi)  any  other  Affiliate  of the  Company  or of a
     shareholder or director of the Company.

          "Restated  Articles  " means the  amended  and  restated  Articles  of
     Association of the Company,  in the form of Exhibit B, to be adopted by the
     Company prior to Completion.

          "RMB" means  Renminbi,  the lawful  currency for the time being of the
     PRC.

          "Shareholders" means the Founders.

          "Shareholders'  Agreement" means the Shareholders'  Agreement,  in the
     form of Exhibit A, to be entered into by the Company,  the Investor and the
     Shareholders.

          "Shares" means the ordinary  shares,  par value US$1.00 per share,  in
     the capital of the Company.

          "Subscribed  Shares" means the ordinary shares to be subscribed by the
     Investor pursuant to Section 2.

          "US$" means United States  Dollars,  the lawful  currency for the time
     being of the United States of America.

          "Warranties"   means  the  Collective   Warranties  and  the  Investor
     Warranties.

          1.2 The  following  terms are  defined  in the  indicated  Section  or
     Schedule:

                     "Company"                            Preamble
                     "Founders"                           Preamble
                     "Investor"                           Preamble
                     "Losses"                             Section 10.1

          1.3 References  herein to any Section,  Schedule or Exhibit is to such
     Section of or Schedule or Exhibit to this Subscription Agreement unless the
     context otherwise requires. The Schedules and Exhibits to this Subscription
     Agreement shall be deemed to form part of this Subscription Agreement.

                                       3
<PAGE>

 1.4 References to a Party shall,  where the context  permits,  include
     such Party's respective  successors,  legal  representatives  and permitted
     assigns.

          1.5 The  headings  are  inserted  for  convenience  only and shall not
     affect the construction of this Subscription Agreement.

          1.6  Unless  the  context  requires  otherwise,  words  importing  the
     singular include the plural and vice versa, and pronouns importing a gender
     include each of the masculine, feminine and neuter genders.

          1.7 A  document  expressed  to be "in  the  approved  terms"  means  a
     document  the  terms of which  have  been  approved  by or on behalf of the
     parties  hereto and a copy of which has been  initialed for the purposes of
     identification by or on behalf of the Parties.

          1.8 References to the knowledge,  information,  belief or awareness of
     any Person shall be deemed to include the knowledge, information, belief or
     awareness  such  Person  would  have if such  Person  had  made  reasonable
     inquiries.

     2. Subscription for Shares.

          2.1  Based  on the  terms  and  subject  to  the  conditions  of  this
     Subscription Agreement,  the Company shall allot and issue to the Investor,
     and the Investor  shall  subscribe for 70,000  Shares,  representing  58.3%
     Ownership immediately following Completion.

          2.2 The  Consideration  payable  by the  Investor  for the  Subscribed
     Shares shall be US$469,892  (approximately  equivalent  to RMB  3,994,086),
     payable in the (i) cash payment of US$176,470  (approximately equivalent to
     RMB  1,500,000) at  Completion,  and (ii) shares of Intermost  Common Stock
     with value of US$293,422 (approximately  equivalent to RMB 2,494,087).  The
     exact  number  of  shares  of  Intermost  Common  Stock  is  equivalent  to
     US$293,422  divided by the  average  closing  price of  Intermost  stock as
     quoted  on the  OTCBB for the 5 trading  days  immediately  preceding  this
     Subscription Agreement. To avoid doubtness, this number is calculated to be
     510,300 shares,  and the  5-trading-day  average price is US$0.575 based on
     the information from financialweb.com and other web sites.

          2.3 At  Completion,  the Investor shall pay the  Consideration  to the
     Company by wire  transfer to a bank account  notified by the Company to the
     Investor not less than two business days before Completion.

     3. Conditions Precedent to Completion.

          3.1 The  obligation of the Investor to complete the  subscription  for
     the  Subscribed  Shares  is  subject  to  the  fulfillment,   prior  to  or
     simultaneously  at  Completion  (or at the time  specified  below),  of the
     following  conditions,  any one or  more  of  which  may be  waived  by the
     Investor:

                                       4
<PAGE>

               (a) the Collective  Warranties  remaining true and correct on the
          Completion Date as provided in Section 6.4;

               (b) the Company and the Founders  having  performed  and complied
          with all  agreements,  obligations  and  conditions  contained in this
          Subscription  Agreement  that are required to be performed or complied
          with by it on or before Completion;

               (c) the Company  and the  Founders  having  duly  attended to and
          carried out all corporate  procedures that are required under BVI laws
          in  connection   with  the  Basic   Documents  and  the   transactions
          contemplated thereby, including without limitation:

                    (i)  approval by the Board of the  execution,  delivery  and
               performance by the Company of the Basic Documents,  the allotment
               and issuance of the Subscribed Shares and the other  transactions
               contemplated  by the Basic  Documents  to which the  Company is a
               party or which require approval by the Board; and

                    (ii)  adoption of the  Restated  Articles  by all  necessary
               action of the Board and the  Shareholders  and due  filing of the
               Restated Articles with the Registrar of Companies of the BVI;

               (e) one nominee of the  Investor  having been duly elected to the
          Board, effective upon Completion;

               (f) all  consents  and  approvals  of,  notices to and filings or
          registrations  with any  Governmental  Authority  or any other  Person
          required   pursuant  to  any  applicable  law  or  regulation  of  any
          Governmental  Authority,  or pursuant to any  contract  binding on the
          Company or the Founders or to which the Company or the Founders or its
          respective  assets  are  subject  or  bound,  in  connection  with the
          execution,  delivery or performance by the Company and the Founders of
          the  Basic  Documents  or  the   consummation   of  the   transactions
          contemplated  thereby,  including  without  limitation  the  consents,
          approvals  and  filings  under  PRC  law in  connection  with  (i) the
          acquisition of 10% of Shenzhen Huifeng's increased  registered capital
          by Shenzhen Venture Capital Co., a PRC limited liability company;  and
          (ii) the  transfer of 9% of Shenzhen  Huifeng's  increased  registered
          capital  by  Shenzhen  Wojing  Industrial  Co.,  Ltd.,  a PRC  limited
          liability company, to HK Huifeng;

               (g)  there  having  been (i) no  material  adverse  change in the
          business,  operations,   properties,   financial  position  (including
          without limitation any material increase in provisions),  prospects or
          condition of the Company, HK Huifeng and Shenzhen Huifeng, and (ii) no
          material  change in any relevant laws,  regulations or policies in any
          of the  jurisdictions  in which the  Company,  HK Huifeng and Shenzhen
          Huifeng do business  (whether coming into effect prior to, on or after
          the Completion Date) that, in the reasonable  opinion of the Investor,
          materially  and  adversely  affects or may  materially  and  adversely
          affect the Company;

               (h) there being no  Governmental  Authority  or other Person that
          has:

                                       5
<PAGE>

                    (i)  requested  any   information  in  connection   with  or
               instituted or threatened any action or investigation to restrain,
               prohibit  or  otherwise   challenge  the   subscription   of  the
               Subscribed Shares by the Investor;

                    (ii)  threatened  to take any  action  as a result  of or in
               anticipation of the implementation of such subscription; or

                    (iii)  proposed or enacted any statute or  regulation  which
               would   prohibit,   materially   restrict  or  materially   delay
               implementation  of  the  subscription  or  the  operation  of the
               Company after Completion;

               (i) the Company  having  delivered to the Investor a certificate,
          dated the Completion Date and signed by the Founders in their capacity
          as officers of the Company,  certifying  that the conditions set forth
          in paragraphs (a) through (i) of this Section 3.1 have been satisfied;

               (j) all corporate and other  proceedings  in connection  with the
          transactions  contemplated  at or prior to Completion  pursuant to the
          Basic Documents and all documents  incident  thereto being  reasonably
          satisfactory  in  form  and  substance  to of the  Investor,  and  the
          Investor having received all such counterpart  originals and certified
          or  other  copies  of such  documents  as it may  reasonably  request,
          including without limitation the following:

                    (i) a copy of the Charter  Documents (as amended through the
               Completion  Date),  certified  to be true,  complete  and correct
               copies thereof as of the Completion Date;

                    (ii) a  copy  of  the  resolutions  of  the  Board  and  the
               Shareholders,  evidencing the adoption of the Restated  Articles,
               the  approval  of the Basic  Documents  to which the Company is a
               party  or  which  require  approval  of  the  Shareholders,   the
               allotment  and  issuance of the  Subscribed  Shares and the other
               matters contemplated  hereby,  certified to be true, complete and
               correct; and

                    (iii) a copy of the register of members of the Company as at
               the Completion Date,  certified to be true, complete and correct;
               and

               (k) the Investor being  satisfied with the results of its limited
          due  diligence  investigation  of the assets,  liabilities,  business,
          financial and legal matters, references and background checks, if any,
          relating to the Company and its Affiliates.

                                       6
<PAGE>

4. Completion and Post-Completion Actions.

          4.1  Completion  shall  take place  within 5  business  days after the
     Investor has completed its due diligence  work or at such time and place as
     the Parties may agree.

          4.2 At Completion,

               (a) the Company shall:

                    (i) allot and issue the Subscribed Shares;

                    (ii) duly register the Subscribed Shares, in the name of the
               Investor, in the Company's register of members;

                    (iii) deliver to the  Investor,  a share  certificate,  duly
               completed in the name of the Investor; and

                    (iv)   deliver   to  the   Investor   a   receipt   for  the
               Consideration;

               (b) the Investor shall pay the cash portion of the  Consideration
          as provided in Section 2.2; and

               (c) the Company and the  Investor  shall  execute and deliver the
          Shareholders' Agreement.

          4.3 The Parties shall use all reasonable endeavours to ensure that the
     conditions  set  forth in  Section 3.l  shall be  fulfilled  by the  Target
     Completion Date.

          4.4 If any  condition  set  forth in  Section 3.l  shall not have been
     fulfilled or waived by the Target Completion Date, the Investor may, at its
     option, without prejudice to its rights hereunder and under applicable law:

               (a) defer Completion to a later date;

               (b) proceed to Completion so far as practicable; or

               (c) terminate  this  Subscription  Agreement in  accordance  with
          Section 11.

               In the case of  termination,  no Party  shall  have any rights or
          claims  against  the  other,  save for those  that  expressly  survive
          termination  of this  Subscription  Agreement in  accordance  with the
          provisions of Section 11.2.

     5. Obligations of the Company between Execution and Completion.

          5.1 From the date hereof through to the  Completion  Date, the Company
     shall  conduct its business and the  businesses  of HK Huifeng and Shenzhen
     Huifeng in a manner, and shall otherwise use all reasonable  efforts, so as
     to ensure  that the  Collective  Warranties  shall  continue to be true and
     correct  on and as of  the  Completion  Date  as if  made  on and as of the
     Completion  Date. The Company shall give the Investor  prompt notice of any
     event,  condition or circumstance  occurring from the date hereof until the
     Completion  Date  that  would  constitute  a  violation  or  breach  of any
     Collective  Warranty if such  Collective  Warranty were made as of any date
     from the date hereof until the Completion  Date, or that would constitute a
     violation  or  breach  of  any  terms  and  conditions  contained  in  this
     Subscription Agreement.

                                       7
<PAGE>

          5.2 From the date hereof  through  the  Completion  Date,  the Company
     shall not, and shall cause HK Huifeng and Shenzhen  Huifeng not to, without
     the prior written consent of the Investor:

               (a) sell or otherwise  dispose of any material  part of its/their
          assets (or any interest therein) or contract to do so;

               (b)  unless  permitted  under  the  terms  of  this  Subscription
          Agreement,  appoint  any  additional  directors  or  otherwise  change
          its/their key management or personnel;

               (c) change its/their auditors;

               (d) amend its/their Charter Documents,  except by the adoption of
          the Restated Articles;

               (e) change its/their financial year end;

               (f) acquire  assets (or any  interest  therein) or contract to do
          so, otherwise than in the ordinary course of its/their business;

               (g) enter into any  arrangement,  contract or agreement  with any
          Related  Party  except on an arm's  length  basis and in the  ordinary
          course of business;

               (h) borrow any money from any  Related  Party  except  where such
          loan is unsecured  and interest free or such loan subsists at the date
          of this Subscription Agreement;

               (i) lend any money or give any guarantee or indemnity in favor of
          any party in respect of the  performance or obligations of any Related
          Party  or give  any  financial  assistance  in any way to any  Related
          Party;

               (j) declare, pay or make any dividend or distribution; or

               (k) issue any  securities  of any kind  other  than as  permitted
          pursuant to this Subscription Agreement.

     6. Representations, Warranties and Undertakings.

          6.1 The  Company  and the  Founders,  jointly  and  severally,  hereby
     represent,  warrant and undertake to the Investor in the terms set forth in
     Schedule 2  and  acknowledge  that  the  Investor  in  entering  into  this
     Subscription  Agreement is relying on such representations,  warranties and
     undertakings.

                                       8
<PAGE>

          6.2 The Investor  hereby  represents,  warrants and  undertakes to the
     Company  in the terms set forth in  Schedule 3  and  acknowledges  that the
     Company in entering  into this  Subscription  Agreement  is relying on such
     representations, warranties and undertakings.

          6.3 No  investigation  by or on behalf of the Investor shall prejudice
     any claim made by the Investor, under the indemnity contained in Section 10
     or operate to reduce any amount recoverable  thereunder.  It shall not be a
     defense to any claim  against the Company or the Founders that the Investor
     knew  or  ought  to  have  known  or  had  constructive  knowledge  of  any
     information relating to the circumstances giving rise to such claim.

          6.4 The Collective Warranties and the Investor Warranties set forth in
     each  paragraph  of  Schedule 2  and  Schedule 3,  respectively,  shall  be
     separate  and  independent  and save as  expressly  provided  shall  not be
     limited  by  reference   to  any  other   paragraph  or  anything  in  this
     Subscription Agreement or the Schedules.

          6.5 The Warranties  shall be deemed to be repeated as at Completion as
     if they  were  made on and as of the  Completion  Date  and all  references
     therein to the date of this  Subscription  Agreement were references to the
     Completion Date.

     7. Restriction on Announcements.

     Each Party  undertakes  that prior to Completion and thereafter it will not
make any announcement in connection with this Subscription  Agreement unless the
other Parties shall have given its consent to such announcement,  including both
as to timing and substance.

     8. Access and Further Assurances.

          8.1 As from the date of this Subscription Agreement, the Company shall
     give to the Investor and its  accountants,  counsel and agents full access,
     upon  reasonable  prior notice and during  normal  business  hours,  to the
     premises  and all the books and records of the  Company and shall  instruct
     the officers and employees of the Company to give promptly all  information
     and  explanations  to the  Investor or any such persons as the Investor may
     reasonably request.

          8.2 Each  Party  shall,  at any time  and from  time to time  upon the
     written request of any other Party:

               (a)  promptly  and duly  execute  and  deliver  all such  further
          instruments and documents,  and do or procure to be done all such acts
          or things,  as such  other  Party may  reasonably  deem  necessary  or
          desirable  in  obtaining  the  full  benefits  of  this   Subscription
          Agreement and of the rights and ownership herein granted; and

               (b) do or  procure  to be done each and every act or thing  which
          such other Party may from time to time  reasonably  require to be done
          for the purpose of  enforcing  such other  Party's  rights  under this
          Subscription Agreement.

                                       9
<PAGE>

     9. Costs and Expenses.

     Except as otherwise  provided in any other provision of any Basic Document,
each Party shall pay its own costs and expenses (including the fees and costs of
any financial or technical  advisors,  lawyers or accountants  engaged by it) in
relation  to  the  negotiations  leading  up to  the  transactions  contemplated
hereunder  and to the  preparation,  execution  and carrying  into effect of the
Basic Documents and all other documents  referred to in them which relate to the
transactions contemplated under them.

     10. Indemnification.

          10.1 The  Company  and the  Founders  shall,  jointly  and  severally,
     indemnify the Investor and hold the Investor  harmless from and against any
     losses  (including  without  limitation  any diminution in the value of the
     Subscribed   Shares),   costs  (including   without  limitation  the  fees,
     disbursements and other charges of counsel),  expenses, claims, damages and
     liabilities (collectively,  "Losses") that the Investor may incur or suffer
     as a result  of,  arising  out of or in  connection  with any breach of any
     Collective Warranty or any other breach of any covenant or agreement of the
     Company set forth herein.

          10.2 Any  indemnity  as referred to in Clause 10.1 above shall be such
     as to place the Investor in the same  position as it would have been in had
     there  not been any  breach  of the  Collective  Warranty  under  which the
     Investor is to be indemnified.

     11. Termination.

          11.1 This Subscription Agreement may be terminated prior to Completion
     as follows:

               (a) at the  election of the  Investor,  if any one or more of the
          conditions to the  obligation of the Investor set forth in Section 3.1
          to  complete  has  not  been  fulfilled  on or  prior  to  the  Target
          Completion Date;

               (b) at the election of the Investor,  if the Company has breached
          any Collective  Warranty,  or any other material covenant or agreement
          of the Company contained in this Subscription Agreement,  which breach
          cannot  be or is not cured  within 30 days  after  being  notified  in
          writing of the same;

               (c) at the election of the Company,  if the Investor has breached
          any Investor Warranty,  or any other material covenant or agreement of
          the Investor  contained in this Subscription  Agreement,  which breach
          cannot  be or is not cured  within 30 days  after  being  notified  in
          writing of the same; or

               (d) at any time on or prior to the  Completion  Date,  by  mutual
          written consent of the Company and the Investor.

          11.2 If this  Subscription  Agreement is terminated in accordance with
     Section 11.1,  it shall  become  void and of no further  force and  effect,
     except for the provisions of Sections 7,  11.2 and 14;  provided,  however,
     that such termination  shall,  unless  otherwise agreed by the Parties,  be
     without prejudice to the rights of any Party in respect of a breach of this
     Subscription Agreement prior to such termination.

                                       10
<PAGE>

     12.  Notices.

          12.1 Each notice,  demand or other  communication  given or made under
     this  Subscription  Agreement  shall be in writing and delivered or sent to
     the  relevant  Party at its  address  or fax  number set out below (or such
     other  address  or fax  number as the  addressee  has by five  days'  prior
     written notice specified to the relevant Party):

                  To the Company:   23rd Floor Kinwick Center
                                    32 Hollywood Road
                                    Central
                                    Hong Kong

                                    Attention: Mr. Xinlei Wang, Principal


                  To Mr. Wang:
                                   Mob: 1360 267 0566
                                   Email: roland_wang@szhuifeng.com

                  To Mr. Jiang:
                                   Mob: 1360 267 0566
                                   Email: johnny_jiang@szhuifeng.com

                  To the Investor: 43rd Floor, Shenfang Plaza
                                   3005 Renmin Road South
                                   Shenzhen 518005
                                   PRC

                                   Attention: Mr. Jun Liang, President

                                   Tel: (0755) 217 5656
                                   Fax: (0755) 229 1148
                                   Mob: 1360 260 3785
                                   Email: junliang@intermost.com


     Any notice,  demand or other  communication  so  addressed  to the relevant
party  shall be deemed to have been  delivered  (a) if  given or made by letter,
when  actually  delivered to the relevant  address;  and (b) if given or made by
fax, upon dispatch and the receipt of a transmission report confirming dispatch.

     13. MISCELLANEOUS

          13.1 This  Subscription  Agreement  may not be  amended,  modified  or
     supplemented except by a written instrument executed by each Party.

                                       11
<PAGE>

          13.2 No waiver of any provision of this  Subscription  Agreement shall
     be effective unless set forth in a written  instrument  signed by the Party
     waiving such  provision.  No failure or delay by a Party in exercising  any
     right, power or remedy under this Subscription Agreement shall operate as a
     waiver  thereof,  nor shall  any  single or  partial  exercise  of the same
     preclude any further  exercise  thereof or the exercise of any other right,
     power or remedy.  Without  limiting the foregoing,  no waiver by a Party of
     any breach by another Party of any provision hereof shall be deemed to be a
     waiver of any subsequent breach of that or any other provision hereof.

          13.3 This Subscription Agreement shall not be assignable,  except that
     the  Investor  may  assign  its rights  and  obligations  hereunder  to any
     Affiliate of the Investor.

          13.4  This  Subscription  Agreement  (together  with the  other  Basic
     Documents  and  any  other   documents   referred  to  herein  or  therein)
     constitutes the whole agreement between the Parties relating to the subject
     matter  hereof  and  supercedes  any  prior  agreements  or  understandings
     relating to such subject matter.

          13.5 The  provisions of this  Subscription  Agreement,  insofar as the
     same shall not have been fully  performed  at  Completion,  shall remain in
     full force and effect notwithstanding Completion.

          13.6 Each and every obligation under this Subscription Agreement shall
     be treated as a separate  obligation and shall be severally  enforceable as
     such and in the event of any  obligation or  obligations  being or becoming
     unenforceable  in whole or in part.  To the extent  that any  provision  or
     provisions of this Subscription  Agreement are unenforceable  they shall be
     deemed  to be  deleted  from  this  Subscription  Agreement,  and any  such
     deletion shall not affect the enforceability of this Subscription Agreement
     as remain not so deleted.

          13.7  This  Subscription  Agreement  may be  executed  in one or  more
     counterparts  which,  signed  and  taken  together,  shall  constitute  one
     document.

     14. GOVERNING LAW AND JURISDICTION

          14.1 This Subscription Agreement shall be governed by and construed in
     accordance with the laws of Hong Kong.

          14.2 Each Party irrevocably  agrees that the courts of Hong Kong shall
     have jurisdiction to hear and determine any suit, action or proceeding, and
     to settle any disputes  which may arise out of or in  connection  with this
     Subscription  Agreement  and for such purposes  irrevocably  submits to the
     non-exclusive jurisdiction of such courts.

                                       12
<PAGE>

     IN WITNESS WHEREOF this Subscription Agreement has been executed on the day
and year first above written.



                                           J.R. HI-TECH INVESTMENT CORPORATION


                                           By: _____________________________
                                                Name:
                                                Title:

                                           INTERMOST CORPORATION


                                           By:_____________________________
                                                Name:
                                                Title:


                                           XINLEI WANG


                                           _________________________________

                                           YONG JIANG


                                           _________________________________


                                       13
<PAGE>

                                   SCHEDULE 1

                         A. Particulars of the Company.
<TABLE>
<S>                                        <C>       <C>


1.       Registered Address                 :        Commonwealth Trust Limited
                                                     Darke Chambers
                                                     Tortola, British Virgin Islands

2.       Date of Incorporation              :        October 25, 1997
         Incorporation Number               :        349271
         Place of Incorporation             :        the British Virgin Islands

3.       Directors                          :        [                          ]

4.       Registered Agent                   :        Commonwealth Trust Limited
                                                     P.O. Box 3321
                                                     Road Town
                                                     Tortola, British Virgin Islands

5.       Share Capital:    Authorized       :        US$50,000, divided into 50,000 ordinary
         shares of US$1 each
6.                Issued and Paid Up        :        US$50,000, divided into 50,000
         ordinary shares of US$1 each

7.       Shareholders as of the Date Hereof:


Registered Shareholder                     Beneficial       No. of Shares      Type of Shares
                                           Shareholder

Xinlei Wang                                Xinlei Wang         20,000             ordinary

Yong Jiang                                  Yong Jiang         30,000             ordinary

8.       Auditors                          :    [                          ]

9.       Financial Year End                :    [                          ]

</TABLE>

<PAGE>

                          B. Particulars of HK Huifeng.
<TABLE>
<S>                                        <C>      <C>


1.       Registered Office                  :        23rd Floor, Kinwick Center, 32
         Hollywood Road, Central, Hong Kong

2.       Date of Incorporation              :        March 30, 1998
         Incorporation Number               :        640598
         Place of Incorporation             :        Hong Kong

3.       Directors                          :        Jiang Yong
                                                     Ji Shuren

4.       Secretary                          :        LFDI Secretaries Limited
5.       Share Capital:    Authorized       :        HK$10,000, divided into 10 ordinary
         shares of HK$1 each
                  Issued and Paid Up        :        HK$100 divided into 10 ordinary shares
                                                     of HK$1 each
6.       Shareholders as of the Date Hereof :

Registered Shareholder         Beneficial Shareholder       No. of Shares      Type of Shares

JR Hi-Tech Investment           JR Hi-Tech Investment             99             ordinary
Corporation                          Corporation

Yong Jiang                           Yong Jiang                   1              ordinary

7.       Auditors                          :       [                  ]

8.       Financial Year End                :        [March 31]
</TABLE>

<PAGE>


                       C. PARTICULARS OF SHENZHEN HUIFENG
<TABLE>
<S>                                        <C>       <C>

1.       Registered Address                 :        [                         ]

2.       Date of Establishment              :        [                         ]
         Nature of Establishment            :        Equity Joint Venture
         Company Number                     :        [                         ]
         Place of Establishment             :        Shenzhen, the PRC

3.       Legal Representative               :        [                         ]

4.       Total Investment                   :        [                         ]
         Registered Capital                 :        [                         ]

5.       Directors                          :        Jiang Yong
                                                     Wang Xinlei
                                                     [                         ]

6.       Executive Officers                 :        [                         ]
7.       Registered Parties as of the Date Hereof:

Registered Joint Venture Party            Beneficial Owner       Registered Capital Interest

Shenzhen Venture Capital Co.          Shenzhen Venture                       10%
                                         Capital Co.

HK Huifeng                                           HK Huifeng              90%

8.       Auditors                           :        [                         ]

9.       Financial Year End                 :        [December 31]
</TABLE>

<PAGE>

                                   SCHEDULE 2

                              COLLECTIVE WARRANTIES


I.   DEFINITIONS

     In this Schedule, capitalized terms not otherwise defined have the meanings
set forth in this  Subscription  Agreement,  and the  following  terms  have the
meanings specified:

     "Accounts" means the audited consolidated balance sheets of the Company and
its Affiliates as at June 30, 2000] and the audited  consolidated  statements of
income and cash flows of the Company and its Affiliates  for financial  years of
the  Company  ended June 30,  2000 on such  dates,  copies of which are  annexed
hereto and initialed by the Parties for purposes of identification.

     "Accounts Date" means December 31.

     "Assets"  means all  assets,  rights and  privileges  of any nature and all
goodwill  associated  therewith,  including  without  limitation  all  rights in
respect of Contracts,  all Intellectual Property,  Equipment and Software of the
Company, HK Huifeng and Shenzhen Huifeng.

     "Contracts" means all contracts, agreements, licenses, engagements, leases,
financial  instruments,  purchase  orders,  commitments  and  other  contractual
arrangements.

     "Encumbrance"  means (i) any mortgage,  charge (whether fixed or floating),
pledge,  lien,  hypothecation,  assignment,  deed  of  trust,  title  retention,
security interest or other  encumbrance of any kind securing,  or conferring any
priority  of payment in respect  of, any  obligation  of any  Person,  including
without  limitation any right granted by a transaction which, in legal terms, is
not the  granting of security  but which has an  economic  or  financial  effect
similar to the  granting  of  security  under  applicable  law,  (ii) any lease,
sub-lease,  occupancy agreement, easement or covenant granting a right of use or
occupancy  to any  Person,  (iii) any proxy,  power of  attorney,  voting  trust
agreement,  interest,  option,  right of first offer,  negotiation or refusal or
transfer  restriction  in favor of any Person and (iv) any  adverse  claim as to
title, possession or use.

     "Equipment"  means  all the  plant  and  machinery,  tools  and  equipment,
vehicles and office furniture,  computer equipment (including without limitation
servers, personal computers,  mainframes, modems, screens, terminals, keyboards,
disks, printers, cabling and associated and peripheral electronic equipment) and
other tangible assets, but excluding Software.

     "Intellectual  Property"  means all  letters  patent,  trademarks,  service
marks,  registered  designs,  domain  names  and  utility  models,   copyrights,
inventions, confidential information, brand names, database rights, know-how and
business  names and any  similar  rights  situate in any country and the benefit
(subject to the burden) of any of the foregoing (in each case whether registered
or unregistered and including applications for the grant of any of the foregoing
and the right to apply for any of the foregoing in any part of the world).
<PAGE>

     "Liabilities"  means all indebtedness  and other  liabilities of any nature
whatsoever,  actual or contingent, and whether or not of a nature required to be
disclosed in the accounts of the Company.

     "Management Accounts" means the unaudited consolidated balance sheet of the
Company and its Affiliates as at the Management Accounts Date, and the unaudited
statements  of income and cash flows for the  [one-month]  period ending on such
date,  copies of which are  annexed  hereto and  initialed  by the  Parties  for
purposes of identification.

     "Management Accounts Date" means [June 30, 2000].

     "Software" means any set of instructions  for execution by  microprocessor,
irrespective of application, language or medium.

     II.  THE WARRANTIES

     The Company and each Founder  hereby  jointly and  severally  represent and
warrant to the Investor that, except as otherwise disclosed:

     1. Corporate Matters.

     (a) Organization, Good Standing and Qualification.  Each of the Company, HK
Huifeng  and  Shenzhen  Huifeng  has  been  duly  incorporated,   organized  and
established, and is validly existing in good standing, under the respective laws
of BVI,  Hong Kong and the PRC.  Each of the  Company,  HK Huifeng and  Shenzhen
Huifeng has the corporate  power and authority to own and operate its Assets and
properties  and to carry on its business as currently  conducted and proposed to
be conducted.

     (b) Company Holding Structure  Change.  The Company will hold the equity of
Shenzhen Huifeng  directly  instead of holding through HK Huifeng.  The Founders
undertake  to make the  structure  changes  as soon as legally  permitted,  this
includes, but not limited to, government registrations in Hong Kong and PRC.

     (c) Charter Documents. The copies of the Charter Documents (having attached
thereto  copies of all such  resolutions  as are by law  required to be attached
thereto  and all  amendments  made to date)  that  have  been  delivered  to the
Investor are true and complete. All legal and procedural  requirements and other
formalities  concerning  such  Charter  Documents  have been  duly and  properly
complied with in all material respects.

     (d) Capitalization and Other Particulars of the Company. The particulars of
each of the Company, HK Huifeng and Shenzhen Huifeng set forth in Parts A, B and
C of Schedule 1 are true, complete and correct as of the date hereof and will be
true,  complete and correct as of the  Completion  Date except for the Company's
authorization and issuance of the Subscribed Shares.

     (e)  Options,  Warrants  and  Reserved  Shares.  There  are no  outstanding
options,  warrants,  rights  (including  conversion  or  preemption  rights)  or
agreements  for the  subscription  or purchase from the Company of any shares in
the  capital  stock  of  the  Company  or any  securities  convertible  into  or
ultimately  exchangeable  or exercisable  for any shares of capital stock of the
Company,  and no shares in the capital stock of the Company,  or share  issuable
upon exercise of any outstanding  options,  warrants or rights,  or other shares
issuable by the Company,  are subject to any preemptive rights,  rights of first
refusal or other rights to subscribe or purchase  such shares  (whether in favor
of the Company or any other person),  pursuant to any agreement or commitment of
the Company.
<PAGE>

  (f) Other  Rights  with  respect to Shares.  To the best  knowledge  of the
Company and the Founders,  except as contemplated in this Subscription Agreement
or the Shareholders' Agreement, no voting or similar agreements exist related to
the Company's  securities which are presently  outstanding or that may hereafter
be issued.  No Person has any right to cause any securities of the Company to be
registered under the Securities Act of 1933 of the United States of America.

     (g) Subsidiaries.  Except with HK Huifeng and Shenzhen Huifeng, the Company
does not own any direct or indirect interest in any other Person.

     (h) Corporate  Records.  The statutory books,  minute books and register of
members  of the  Company  and HK  Huifeng  have  been  properly  and  accurately
maintained in all material respects and contain full and accurate records of all
resolutions  passed by the respective  directors and shareholders of the Company
and HK Huifeng and all issuances and transfers of shares or other  securities of
the Company.

     (i) PRC Joint Venture|.

          (i) The activities of Shenzhen  Huifeng have been conducted within the
     scope permitted by PRC laws and regulations  and, where a specific  license
     is required for any of its activities,  such license have been procured and
     successfully obtained.

          (ii)  Each  joint  venture  party  of  Shenzhen  Huifeng  has made its
     required registered capital  contribution to the joint venture,  and on the
     basis of verification  reports made by an accounting firm registered in the
     PRC,  each joint venture  party has an  investment  certificate  evidencing
     payment  of the  total  amount of its  contributions  as at the date of the
     latest contribution.

     (j)  Founders'  Competitive  Activities.  Neither  Founder  hold any equity
interests  in any entity that  carries on any business  that  competes  with the
business of the Company,  HK Huifeng or Shenzhen Huifeng as presently  conducted
or as contemplated to be conducted.


     2.   Authorization and Validity of Transactions.

     (a)  Authorization.  Each Founder has the legal right, power and authority,
and the Company has the  corporate  power and  authority to, as the case may be,
execute,  deliver and perform the Basic  Documents  to which it is a party.  All
action on the part of each Founder and all  corporate  action on the part of the
Board and the Shareholders, as the case may be, necessary for the authorization,
execution,  delivery of and the  performance of all  obligations of the Founders
and the  Company  respectively  under the Basic  Documents,  the  authorization,
issuance  and delivery of the  Subscribed  Shares and the filing of the Restated
Articles has been taken or will be taken prior to Completion.
<PAGE>

     (b) Valid Issuance of Stock.  The Subscribed  Shares,  when issued and paid
for as provided in this  Subscription  Agreement,  will be duly  authorized  and
validly issued,  fully paid and  non-assessable.  The Subscribed  Shares are and
will be free of  restrictions  on transfer other than  restrictions  on transfer
under the  Shareholders'  Agreement,  the Restated  Articles and any  applicable
securities laws.

     (c)  Enforceability.  This Subscription  Agreement is, and each other Basic
Document  to which the Company is a party will when  executed  be, the valid and
binding obligation of the Company, enforceable against the Company in accordance
with their  respective  terms.  This  Subscription  Agreement is, and each other
Basic Document to which each Founder is a party will when executed be, the valid
and binding  obligation  of each  Founder,  enforceable  against each Founder in
accordance with its terms.

     (d) Consents and Approvals.  No consent,  approval,  order or authorization
of, or registration, qualification, designation, declaration or filing with, any
Governmental  Authority or any other Person is required in  connection  with the
execution,  delivery  and  performance  by  the  Company  of  this  Subscription
Agreement  and  the   Shareholders'   Agreement  or  the   consummation  of  the
transactions contemplated by the Basic Documents.

     (e) No Breach.  The  execution and delivery by the Company and the Founders
of this  Subscription  Agreement and each other Basic  Document to which it is a
party and the  performance  by the Company and the Founders of their  respective
obligations under the Basic Documents do not and will not:

          (i) breach or constitute a default  under any Charter  Document of the
     Company;

          (ii)  result  in a breach  of, or  constitute  a  default  under,  any
     Contract to which the  Company or either  Founder is a party or by which it
     is bound; or

          (iii)  result  in a  violation  or  breach  of or  default  under  any
     applicable  law or  regulation  or of any order,  judgment or decree of any
     Governmental Authority to which the Company or either Founder is a party or
     by which the Company or either Founder is bound.


     3.   Legal Compliance.

          (a) No Violation of Law.  Neither the Company nor the Founders  is/are
     or  has/have  at any  time  been  in  violation  of any  applicable  law or
     regulation which may result in any liability or criminal or  administrative
     sanction to the Company or otherwise have a material  adverse effect on the
     ability  of the  Company,  HK Huifeng or  Shenzhen  Huifeng to conduct  its
     businesses as currently conducted or as contemplated to be conducted.
<PAGE>

          (b)  Permits.  The Company,  HK Huifeng and Shenzhen  Huifeng have all
     permits,  approvals,  authorizations and licenses necessary for the conduct
     of its business as currently conducted and as contemplated to be conducted.
     The  Company,  HK  Huifeng  and  Shenzhen  Huifeng  are not in breach of or
     default  under  any such  permit,  approval,  authorization,  franchise  or
     license.

     4.   Assets.

          (a) Status of Assets.  The Company and its  Affiliates own or have the
     right to use all Assets  required  for the conduct of their  businesses  as
     currently  conducted and contemplated to be conducted.  The Assets owned by
     the Company and its Affiliates are free and clear of all Encumbrances.  The
     Company has made available to the Investor true and complete  copies of the
     leases relating to all Assets leased by the Company and its Affiliates. The
     Company and its  Affiliates  are in  compliance  with all such leases.  The
     Assets have been properly maintained and are in good working condition.

          (b) Intellectual Property Rights.

               (i) Without  limiting the  generality  of paragraph  4(a) of this
          Schedule 2, the  Company,  HK Huifeng and  Shenzhen  Huifeng  have all
          rights in  Intellectual  Property  required for the  businesses of the
          Company, HK Huifeng and Shenzhen Huifeng as currently conducted and as
          contemplated to be conducted.

               (ii) Details of all  Intellectual  Property owned by the Company,
          HK  Huifeng  and  Shenzhen  Huifeng  are  set  out  in  Exhibit  [  ],
          distinguishing  among  rights  that  have been  registered,  rights in
          respect of which applications to register have been made and rights in
          respect of which no such registration or application has been made.

               (iii)  Details of all licenses  granted to or by the Company,  HK
          Huifeng or Shenzhen  Huifeng in respect of any  Intellectual  Property
          (the "IP Licenses") are set out in Exhibits.  True and complete copies
          of all IP Licenses have been made available to the Investor. Except as
          provided in the IP  Licenses,  the  Company,  HK Huifeng and  Shenzhen
          Huifeng are not  obligated to pay any  royalties or other  payments to
          any Person in respect of Intellectual Property used by the Company, HK
          Huifeng and/or Shenzhen  Huifeng.  None of the Company,  HK Huifeng or
          Shenzhen  Huifeng is in breach of any IP  License or of any  agreement
          under which any confidential business information was or is to be made
          available to it.

               (iv) All rights in all  Intellectual  Property  and  confidential
          business information owned or otherwise required for the businesses of
          the Company, HK Huifeng and Shenzhen Huifeng as currently conducted or
          contemplated  to be conducted are vested in or validly  granted to the
          Company,  HK Huifeng and Shenzhen Huifeng,  and except as disclosed in
          relation to  paragraph  (iii) above are not subject to any limit as to
          time or any other limitation,  right of termination  (including on any
          change in the  underlying  ownership  or  control of the  Company,  HK
          Huifeng or Shenzhen  Huifeng) or restriction  and all renewal fees and
          steps required for their  maintenance or protection have been paid and
          taken.
<PAGE>

               (v) None of the  Company,  HK  Huifeng or  Shenzhen  Huifeng is a
          party to any confidentiality or other agreement or subject to any duty
          which restricts the free use or disclosure, or requires disclosure, of
          business  information  owned by or required for the  businesses of the
          Company, HK Huifeng or Shenzhen Huifeng.

               (vi) None of the  Company,  HK Huifeng or  Shenzhen  Huifeng  has
          granted,  or  is  obliged  to  grant,  any  license,   sub-license  or
          assignment in respect of any Intellectual  Property owned or otherwise
          required for the businesses of the Company, HK Huifeng and/or Shenzhen
          Huifeng,  and  has  not  disclosed  nor is  obliged  to  disclose  any
          confidential  business  information required for the businesses of the
          Company, HK Huifeng or Shenzhen Huifeng to any Person,  other than its
          employees  for the purpose of carrying on its  business.  There are no
          restrictions  on the right of the  Company,  HK  Huifeng  or  Shenzhen
          Huifeng to license or sub-license any  Intellectual  Property owned by
          it.

               (vii) The processes and methods employed,  the services provided,
          the businesses conducted and the products manufactured,  used or dealt
          in by the Company,  HK Huifeng and Shenzhen  Huifeng do not, or at the
          time of being employed,  provided,  conducted,  manufactured,  used or
          dealt in did not,  infringe  the  rights  of any  other  Person in any
          Intellectual Property or business information.

               (viii) To the best  knowledge  of the Company  and the  Founders,
          there is not, nor has there been at any time, any  unauthorized use or
          infringement  by any  Person of any of the  Intellectual  Property  or
          confidential  business information owned or otherwise required for the
          businesses of the Company, HK Huifeng or Shenzhen Huifeng.

               (ix) None of the  Company,  HK Huifeng or  Shenzhen  Huifeng  has
          applications to register any Intellectual Property which are not being
          pursued with all reasonable due diligence and speed.

               (x) All employees of the Company, HK Huifeng and Shenzhen Huifeng
          have entered into confidentiality and non-competition  agreements with
          their respective  employers.  To the best knowledge of the Company and
          the  Founders,   none  of  these  employees  are  in  breach  of  such
          agreements.  To the best  knowledge  of the Company and the  Founders,
          none of the employees of the Company,  HK Huifeng and Shenzhen Huifeng
          is obligated under any Contract, or subject to any judgment, decree or
          order of any  Governmental  Authority,  that would (aa) interfere with
          the use of his or her best  efforts  to  promote  the  businesses  and
          interests of the Company,  HK Huifeng and  Shenzhen  Huifeng;  or (bb)
          conflict with the  businesses  of the Company,  HK Huifeng or Shenzhen
          Huifeng as proposed to be conducted. Neither the execution or delivery
          of this Subscription Agreement or the Shareholders' Agreement, nor the
          carrying on of the businesses of the Company,  HK Huifeng and Shenzhen
          Huifeng by their employees, will, to the best knowledge of the Company
          and each  Founder,  conflict  with or result in a breach of the terms,
          conditions  or  provisions  of, or  constitute  a default  under,  any
          contract,  covenant or instrument under which any of such employees is
          now obligated.
<PAGE>

          (c) Real Property. None of the Company, HK Huifeng or Shenzhen Huifeng
     own any land, buildings or other real property. The Company has provided to
     the  Investor  a true and  complete  list of all real  property  leases  in
     respect of real  property  used by the  Company,  HK Huifeng  and  Shenzhen
     Huifeng  as set out in  Exhibits.  The  Company,  HK Huifeng  and  Shenzhen
     Huifeng is in compliance in all material respects with all such leases.


     5.   Contracts and Transactions.

          (a) Contracts. Except as Disclosed, none of the Company, HK Huifeng or
     Shenzhen  Huifeng  is a party  to or  bound  by any  Contract  that (i) was
     entered into outside of the ordinary course of business of the Company,  HK
     Huifeng or Shenzhen Huifeng,  (ii) has a term (including  extensions at the
     option of any other party thereto) in excess of [one]1 year, (iii) involves
     payments  in excess of  US$100,000  or (iv) is  otherwise  material  to the
     business or  financial  condition  of the  Company,  HK Huifeng or Shenzhen
     Huifeng  (collectively,  "Material  Contracts").  A list  of  all  Material
     Contracts  is disclosed  in  Exhibits.  None of the Company,  HK Huifeng or
     Shenzhen  Huifeng  is  in  default  in  the   performance,   observance  or
     fulfillment of any of the obligations, covenants or conditions contained in
     any  Contract  to which it is a party.  Each  such  Contract  has been duly
     authorized,  executed and delivered by the Company, HK Huifeng and Shenzhen
     Huifeng,  and to the best  knowledge of the Company HK Huifeng and Shenzhen
     Huifeng,  constitutes  the  valid  and  binding  obligation  of each  party
     thereto,  enforceable  against each party  thereto in  accordance  with its
     terms.  No party is in breach of any such  Contract  or has  indicated  any
     intention to terminate  any such  Contract  prior to the  expiration of its
     term.

          (b) Related  Party  Transactions.  Except as  Disclosed,  there are no
     Contracts,  understandings,  transactions or proposed  transactions between
     the  Company on the one hand and any Related  Party on the other  hand.  No
     Related  Party or  employee  of the  Company  or any  member  of his or her
     immediate  family is indebted to the Company,  nor is the Company  indebted
     (or committed to make loans or extend or guarantee  credit) to any of them.
     To the best knowledge of the Company and the Founders, none of such Persons
     has any direct or indirect  ownership in any business entity with which the
     Company  is   affiliated   or  with  which  the   Company  has  a  business
     relationship, or any business entity that competes with the Company. To the
     best knowledge of the Company and the Founders, no such Person is, directly
     or indirectly, interested in any Contract with the Company.


     6.   Financial Matters.

          (a) Accounts.  The Accounts and the Management Accounts of the Company
     have been  prepared in accordance  with  generally  accepted  international
     accounting  principles  applied on a  consistent  basis and show a true and
     fair  view of the  state of  affairs,  assets  and  liabilities,  financial
     position  and  profit or loss of the  Company  as at the  respective  dates
     thereof and for the  periods  covered  thereby and are not  affected by any
     unusual or non-recurring items not covered therein.
<PAGE>

          (b) Liabilities.  The Company does not have any Liabilities other than
     Liabilities  reflected in the Management Accounts and Liabilities  incurred
     in the ordinary course of business since the Management  Accounts Date. The
     Company has not guaranteed any indebtedness of any other Person.

          (c) Taxes. The Company, HK Huifeng and Shenzhen Huifeng have filed all
     tax returns and reports as required by law.  These  returns and reports are
     true and correct in all  material  respects.  The  Company,  HK Huifeng and
     Shenzhen Huifeng have paid all taxes and other assessments due.

          (d) Projections.  In connection with the transactions  contemplated by
     this  Subscription  Agreement,  the Company has  furnished  to the Investor
     certain  projected  budgets,  financial  statements  and  forecasts  of the
     Company, HK Huifeng and Shenzhen Huifeng. Such projected budgets, financial
     statements  and  forecasts  were  prepared by the  Company,  HK Huifeng and
     Shenzhen Huifeng in good faith based on its best knowledge, information and
     belief.


     7.   Operations.

          (a) Activities Since Accounts Date. Since the Accounts Date, there has
     not been:

               (i) any damage,  destruction  or loss,  whether or not covered by
          insurance,  materially and adversely  affecting the Assets used by the
          Company,  HK Huifeng or Shenzhen  Huifeng,  or the operating  results,
          prospects or business of the Company,  HK Huifeng or Shenzhen  Huifeng
          as currently conducted and proposed to be conducted;

               (ii) any waiver by the Company, HK Huifeng or Shenzhen Huifeng of
          a valuable right or of a material debt owed to it;

               (iii) any material change or amendment to a material  Contract by
          which the Company, HK Huifeng or Shenzhen Huifeng is bound, except for
          changes or amendments which are expressly provided for or disclosed in
          this Subscription Agreement;


               (iv) any  resignation,  threatened  resignation or termination of
          any key officers of the Company, HK Huifeng or Shenzhen Huifeng;

               (v)  any   declaration  or  payment  of  any  dividend  or  other
          distribution by the Company, HK Huifeng or Shenzhen Huifeng;

               (vi) any debt,  obligation  or  liability  incurred,  assumed  or
          guaranteed  by the  Company,  HK Huifeng or Shenzhen  Huifeng,  except
          those for immaterial amounts and for current  liabilities  incurred in
          the ordinary course of business; or
<PAGE>

               (vii) any agreement or  commitment by the Company,  HK Huifeng or
          Shenzhen  Huifeng to do any of the  things  described  in this  clause
          7(a).

          (b) Current Operations.  To the Company's best knowledge,  there is no
     existing fact or  circumstance  that may have a material  adverse effect on
     the ability of the Company,  HK Huifeng or Shenzhen  Huifeng to conduct its
     businesses as currently conducted and contemplated to be conducted.

     8.   EMPLOYEES.

          (a) Labor Agreements and Actions. Neither the Company nor the Founders
     are bound by or subject to any contract, commitment or arrangement with any
     labor union of the  Company,  HK Huifeng or Shenzhen  Huifeng,  and, to the
     best  knowledge  of the  Company  and each  Founder,  no labor union of the
     Company, HK Huifeng or Shenzhen Huifeng has requested,  sought or attempted
     to represent any employees,  representatives  or agents of the Company,  HK
     Huifeng or  Shenzhen  Huifeng.  There is no strike or other  labor  dispute
     involving the Company,  HK Huifeng or Shenzhen  Huifeng pending nor, to the
     best  knowledge of the Company and the  Founders,  threatened.  To the best
     knowledge of the Company and the Founders,  no employee of the Company,  HK
     Huifeng or Shenzhen  Huifeng is or will be in  violation  of any  judgment,
     decree or order, or any term of any employment contract,  patent disclosure
     agreement,  or other contract or agreement  relating to the relationship of
     any such employee with the Company,  HK Huifeng or Shenzhen Huifeng, or any
     other  party  because of the nature of the  businesses  conducted  or to be
     conducted by the Company,  HK Huifeng or Shenzhen Huifeng, or to the use by
     the employee of his best efforts with respect to such businesses.

          (b) Employment;  Compensation  Arrangements.  None of the Company,  HK
     Huifeng  or  Shenzhen  Huifeng  is a party  to or  bound  by any  currently
     effective  employment contract (other than contracts that can be terminated
     on  an  at-will  basis),  deferred  compensation  agreement,   bonus  plan,
     incentive plan, profit sharing plan, retirement agreement or other employee
     compensation agreement.

          (c) Status of Employees.  To the best knowledge of the Company and the
     Founders,  no  officer  or key  employee,  or any  group of key  employees,
     intends to  terminate  their  employment  with the  Company,  HK Huifeng or
     Shenzhen Huifeng,  and the Company,  HK Huifeng and Shenzhen Huifeng do not
     have  a  present  intention  to  terminate  the  employment  of  any of the
     foregoing. Subject to general principles related to wrongful termination of
     employees,  the employment of each officer and employee of the Company,  HK
     Huifeng and  Shenzhen  Huifeng is  terminable  at will by the  Company,  HK
     Huifeng and Shenzhen Huifeng.


     9.   Claims and Proceedings.

          (a) Litigation. None of the Company, HK Huifeng or Shenzhen Huifeng is
     engaged in or the subject of any litigation,  arbitration or administrative
     or criminal proceedings (collectively, "Litigation'), whether as plaintiff,
     defendant  or  otherwise.  Neither any  Shareholder  nor any joint  venture
     party,  director,  officer or agent of the Company,  HK Huifeng or Shenzhen
     Huifeng  is engaged in or are the  subject  of any  Litigation,  whether as
     plaintiff,  defendant  or  otherwise,  which has had or may have an adverse
     effect on the Company,  HK Huifeng or Shenzhen  Huifeng.  No  Litigation is
     pending,  threatened  or expected by or against the Company,  HK Huifeng or
     Shenzhen  Huifeng,  and,  to the  best  knowledge  of the  Company  and the
     Founders,  no Litigation that may have an adverse effect on the Company, HK
     Huifeng or  Shenzhen  Huifeng is  pending,  threatened  or  expected  by or
     against any  Shareholder or any joint venture party,  director,  officer or
     agent of the Company, HK Huifeng or Shenzhen Huifeng. There are no facts or
     circumstances likely to give rise to any Litigation against the Company, HK
     Huifeng or Shenzhen  Huifeng or, to the best  knowledge  of the Company and
     the Founders,  any such  Litigation  against any  Shareholder  or any joint
     venture  party,  director,  officer or agent of the Company,  HK Huifeng or
     Shenzhen Huifeng.
<PAGE>

(b)  None  of  the  Company,  HK  Huifeng  or  Shenzhen  Huifeng,  any
     Shareholder or any joint venture party,  director,  officer or agent of the
     Company,  HK Huifeng or  Shenzhen  Huifeng is party to any  undertaking  or
     assurance  given  to  any  Governmental  Authority  or the  subject  of any
     injunction  relating  to the  businesses  of the  Company,  HK  Huifeng  or
     Shenzhen Huifeng which is still in force.

          (c) No  Insolvency.  No order has been made and no resolution has been
     passed for the winding up of the Company, HK Huifeng or Shenzhen Huifeng or
     for a provisional  liquidator to be appointed in respect of the Company, HK
     Huifeng or  Shenzhen  Huifeng  and no petition  has been  presented  and no
     meeting has been  convened  for the purpose of winding up the  Company,  HK
     Huifeng or Shenzhen  Huifeng.  No receiver has been appointed in respect of
     the  Company,  HK Huifeng or Shenzhen  Huifeng or all or any of its assets.
     The Company, HK Huifeng and Shenzhen Huifeng are not insolvent or unable to
     pay any of their debts as they fall due.

     10.  Disclosure.

          (a) No Misrepresentation.  No representation, warranty or statement by
     the Company  and the  Founders in this  Subscription  Agreement,  or in any
     Exhibit,  Schedule,  statement or certificate  furnished to the Investor or
     relating to the Company,  HK Huifeng and Shenzhen  Huifeng pursuant to this
     Subscription Agreement, contains any untrue statement of a material fact or
     omits to state a  material  fact  necessary  to make  the  statements  made
     herein,  in light of the  circumstances  under  which they were  made,  not
     misleading.

          (b) Full  Disclosure.  To the best  knowledge  of the  Company and the
     Founders,  there is no fact or circumstance  relating to the affairs of the
     Company, HK Huifeng or Shenzhen Huifeng which has not been disclosed to the
     Investor  and which if disclosed  might  reasonably  have been  expected to
     influence  the  decision of the  Investor  to enter into this  Subscription
     Agreement.

          (c) Best  Knowledge.  Without  limiting the generality of Section 1.8,
     the phrase "best  knowledge of the Company and the Founders" means the best
     knowledge of the Company, Mr. Wang and Mr. Jiang.
<PAGE>

                                   SCHEDULE 3

                               INVESTOR WARRANTIES


     1. The Investor is a company duly  organized and existing under the laws of
the State of Utah, the USA.

     2. The Investor has the full power, authority and legal right to own assets
and carry on its business.

     3. The execution,  delivery and performance of this Subscription  Agreement
by the Investor will not:

          (a) violate  any  provision  of the  organizational  documents  of the
     Investor;

          (b) conflict with or result in any material breach or violation of any
     of the terms and  conditions  of, or constitute (or with notice or lapse of
     time or both  constitute)  a  default  under,  any  agreement  to which the
     Investor is a party or by which the Investor is bound;

          (c) violate any court order,  judgment,  injunction,  award, decree or
     writ  against,  or  binding  upon,  the  Investor  or upon its  securities,
     properties or business; or

          (d) violate any law or regulation of the country where the Investor is
     incorporated.


     2. The Investor has the full power and authority to enter into, execute and
deliver this Subscription Agreement and to perform the transactions contemplated
hereby.  The  execution  and  delivery  by the  Investor  of  this  Subscription
Agreement and the performance by the Investor of the  transactions  contemplated
hereby have been duly  authorized by all necessary  corporate or other action of
the Investor.  Assuming the due authorization,  execution and delivery hereof by
the other parties hereto,  this  Subscription  Agreement  constitutes the legal,
valid and binding obligation of the Investor.

<PAGE>


                                    EXHIBIT A


                         FORM OF SHAREHOLDERS' AGREEMENT


<PAGE>



                                    EXHIBIT B

                        FORM OF RESTATED COMPANY ARTICLES