EXHIBIT 10.26

                         ADATOM SHANGHAI, LTD. CONTRACT



SHANGHAI  QIFAN CO.,  LTD., ( Hereinafter  referred to as "QIFAN ", as party A),
and ADATOM. COM INC., ( Hereinafter referred to as "ADATOM",  as party B), agree
after friendly consultations and hereby enter into this CONTRACT.



ARTICLE 1- GENERAL PROVISIONS

Parties  adhering to the  principles  of honesty,  equality and mutual  benefit,
shall seek for the further  co-operation  and  development on such basis,  agree
after friendly consultations and hereby enter into this CONTRACT.


ARTICLE 2- DEFINITION

Unless the  provisions  or  context  of this  CONTRACT  provide  otherwise,  the
following terms shall have the meanings set out below:

APPROVAL  AUTHORITY  mean the  department  entrusted  to approve  this  CONTRACT
according to THE REGULATION OF SHANGHAI WAIGAOQIAO DUTY FREE ZONE.

ANNUAL  BUDGET  shall  mean the  annual  Business  Plan,  investment  plan,  and
forecasts of balance sheet, profit and loss statement and cashflow.

ARTICLES OF ASSOCIATION mean the Articles of Association of the COMPANY.

BOARD OF DIRECTORS mean the board of directors of the COMPANY.

BUSINESS  LICENSE mean the  COMPANY's  business  license  issued by the SAIC (as
defined below) entrusted by the SHANGHAI  WAIGAOQIAO DUTY FREE ZONE to issue the
business license.

CALL  OPTION mean an option by a PARTY to require the other PARTY to sell all or
part of its EQUITY PARTICIPATION to the calling PARTY.

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EFFECTIVE  DATE mean the date on which the APPROVAL  AUTHORITY has approved this
CONTRACT  and the  ARTICLES OF  ASSOCIATION  and has issued its  certificate  of
approval.

EQUITY  PARTICIPATION  shall mean the share owned by any of the PARTIES into the
registered capital of the JVC.

JOINTVENTURE  COMPANY shall mean the Sino-American  jointventure to be set up by
QIFAN and ADATOM  according  to this  contract  and to be  approved  by APPROVAL
AUTHORITY.


RMB shall mean the lawful currency of the PRC.

US  DOLLARS  or USD shall  mean the  lawful  currency  of the  United  States of
America.



ARTICLE 3 - PARTIES TO THE JOINT VENTURE


IV.      3.1      CHINESE PARTIES TO THE JOINT VENTURE COMPANY

       The Chinese PARTIES to this CONTRACT is:

       -   SHANGHAI QIFAN Co., Ltd. , a limited  liability company organized and
           existing  under the laws and  regulations  of the PRC, and registered
           with the State  Administration  of Industry  and  Commerce,  Shanghai
           Municipality  ("SAIC") under the registration  number  3100001006179,
           with its legal address at 14 Lane 199,  Fangbang  Road M.,  Shanghai,
           PRC. The legal representative of QIFAN is:

                           Name: Bao Qifan
                           Position: Chairman of the Board
                           Nationality: Chinese


3.2    FOREIGN PARTY TO THE JOINT VENTURE COMPANY

       The foreign  PARTY to this  CONTRACT is Adatom.  com Inc., a  corporation
       organized and existing under the laws of  U.S.A., with its legal  address
       at 920  Hillview  Ct.,  Suite 160,  Milpitas, California, USA. The legal
       representative of ADATOM is:

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                           Name: Richard S. Barton
                           Position: President, CEO and Chairman of the Board
                           Nationality:  United States of America

Individually referred to as a PARTY;
Collectively referred to as the PARTIES.



ARTICLE 4 -              NAME, ADDRESS, LEGAL NATURE OF THE COMPANY


4.1    NAME AND ADDRESS OF THE JOINT VENTURE COMPANY

       The name of the JOINT VENTURE  COMPANY shall be "____________"in  Chinese
       and Adatom  Shanghai  Ltd.  In  English.  The legal  address of the JOINT
       VENTURE COMPANY shall be --- Shanghai, PRC.


4.2      LIMITED LIABILITY COMPANY

       The COMPANY shall be a limited liability  company.  The liability of each
       PARTY  shall  be  limited  to the  amount  of its  respective  subscribed
       contributions  to the registered  capital required to be made pursuant to
       this  CONTRACT and no PARTY shall have any liability to the COMPANY or to
       any THIRD  PARTY  jointly  or  severally  in excess of such  amount.  The
       PARTIES shall share the profits and, subject to the above, bear risks and
       losses in accordance with the ratio of their capital contributions as set
       out in Section 6.2.


4.3    LEGAL PERSON STATUS

       The COMPANY shall be a legal person under the laws of the PRC.


4.4    COMPLIANCE WITH PRC LAW

       The  activities  of the COMPANY  shall be governed  and  protected by the
       relevant  published laws,  decrees,  rules and regulations of the PRC and
       shall  comply with the  provisions  of this  CONTRACT and the ARTICLES OF
       ASSOCIATION of the COMPANY (the "ARTICLES OF ASSOCIATION") .

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ARTICLE 5 -              PURPOSE, SCOPE AND SCALE OF PRODUCTION AND BUSINESS


5.1    PURPOSE AND INTENTIONS

       With  a  view  to  strengthening  economic   co-operation,   the  PARTIES
       acknowledge  that the purpose in forming and operating the COMPANY are as
       follows:

       1.  To cause the COMPANY to engage in the business as described  in
           Article  5.2.  below,  on the principle of maximizing profits;

       2.  In order to enable trade in domestic and international markets


5.2    BUSINESS SCOPE

       The   operation  of  the   business   will  consist  of  all  aspects  of
international trade, entrepot trade, acting as a trade deputy for enterprises in
a tax-free zones, signing deputy contracts with enterprises having import-export
permits within China,  doing business with  enterprises  in  non-tax-free  zone,
providing  simple  commercial  processing,  storage  and  trade  service  within
tax-free zones.


5.3    LOCATION OF OPERATIONS

       The COMPANY's  operations  shall  continually take place at the COMPANY's
       site to be leased,  at (25TH  Floor,  Baoding  Mansion,  No. 550 Xujiahui
       Road, Shanghai, the PRC).



ARTICLE 6 -              TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL


6.1    COMPANY'S REGISTERED CAPITAL

       The  COMPANY's  Registered  Capital is two  hundred  thousand  US dollars
       (US$200,000.00).


6.2    RATIO OF PARTIES' CONTRIBUTIONS

       The registered capital of the COMPANY, of which:

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       a) QIFAN  has   contributed   in  cash  eighty   thousand  US  dollars
          (US$80,000),  accounting for forty percent (40 %) of the registered
          capital;

       b) ADATOM shall contribute in cash one hundred twenty thousand US dollars
          (USD120,000), accounting for sixty  percent  (60 %) of the  registered
          capital.


6.3    TIME-SCHEDULE FOR CONTRIBUTIONS

       The  investment  from QIFAN will be in RMB,  which will be converted into
USD according to the intermediate  rate announced by the State Bureau of Foreign
Exchange Administration on the same day the contract executed.

       The investment from Adatom will be in USD.

       The investment from the two Parties shall be due within fifteen (15) days
       from executing on this contract.


6.4    WORKING CAPITAL AND ADDITIONAL FINANCING
       The COMPANY may borrow any necessary funds from domestic or international
       banks or other financial institutions on terms and conditions approved by
       the Board of Directors.

       Neither  PARTY  shall be  obligated  to lend  funds to the  COMPANY or to
       guarantee  loans from THIRD PARTIES.  However,  if, at the request of the
       Board of Directors,  a PARTY does agree to lend funds to the COMPANY,  or
       to guarantee a loan to the COMPANY from a THIRD PARTY such PARTY shall be
       entitled  to be paid  interest on the loan or  guarantee  fees as if such
       PARTY was not a PARTY to the  COMPANY.  The interest of such loan and the
       guarantee fee shall not be higher than the standard published by the Bank
       of China at that time.

       Unless  otherwise  decided by the PARTIES,  the PARTIES  shall  guarantee
       loans in proportion to their respective EQUITY PARTICIPATION.


6.5    DECREASE OR INCREASE OF REGISTERED CAPITAL

       During the  COMPANY  Term,  the  COMPANY may not reduce the amount of its
       registered  capital,  except  if  unanimously  agreed  by  the  BOARD  OF
       DIRECTORS, and approved by the APPROVAL AUTHORITY. The registered capital
       of the COMPANY may be increased with the unanimous agreement of the BOARD
       OF DIRECTORS and the approval of the APPROVAL AUTHORITY.

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       Further  increase  of the  registered  capital  of the  COMPANY  shall be
       subscribed  and be paid by the  PARTIES  according  to  their  respective
       EQUITY PARTICIPATION. In case a PARTY agrees, but is not in a position to
       contribute  to  such  increase  of the  registered  capital,  its  EQUITY
       PARTICIPATION shall be reduced in proportion.


6.6    ASSIGNMENT OF EQUITY PARTICIPATION

       Neither PARTY may assign, sell or otherwise dispose of all or part of its
       EQUITY  PARTICIPATION  without the prior  consent in writing of the other
       PARTIES.  If either PARTY desires to assign, sell or otherwise dispose of
       all or part of its  subscribed  contribution  in the COMPANY,  such PARTY
       shall  first make an offer to the other  PARTIES,  stating  the price and
       other  conditions of sale. In such case, the other PARTIES shall have the
       option to purchase the subscribed  contributions  in the COMPANY  offered
       for sale,  which option must be exercised  within  ninety (90) days after
       receipt of the offer. If such option is not exercised  within such ninety
       (90) day period, the offering PARTY may assign, sell or otherwise dispose
       of its subscribed  contribution  in the COMPANY to any THIRD PARTY at the
       price and on the terms and  conditions  which are the same as or not more
       favorable  than  those  contained  in the offer  first  made to the other
       PARTIES.  Any such sale by either PARTY to the other  PARTIES or to THIRD
       PARTY  shall be subject to the  unanimous  approval  of the BOARD and the
       approval of the  APPROVAL  AUTHORITY.  Further,  any such sale to a THIRD
       PARTY shall be effective on conditions  that such THIRD PARTY  undertakes
       in writing to the other PARTIES its  unconditional  acceptance of all the
       rights  and  obligations  assumed  by  the  assigning  PARTY  under  this
       CONTRACT.


6.7    INVESTMENT CERTIFICATES

       After the  PARTIES  have each made  their  capital  contributions  to the
       registered  capital of the COMPANY,  the COMPANY shall engage  acertified
       public accountant registered in the PRC to verify that such contributions
       have been made and to issue a verification report by the accounting firm,
       the COMPANY shall issue an investment certificate to each PARTY signed by
       the Chairman and the  Vice-Chairman  of the Board,  confirming the amount
       contributed by such PARTY and the date of such contribution.



ARTICLE 7 - THE BOARD OF DIRECTORS


7.1    DATE OF ESTABLISHMENT OF THE BOARD

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       The BOARD of the COMPANY shall be  established on the date the COMPANY is
       registered and its BUSINESS LICENSE is issued.


7.2    COMPOSITION OF THE BOARD

       The BOARD shall  initially  consist of five  directors,  two appointed by
       QIFAN, three by ADATOM.

       The five directors shall include,  one Chairman,  be appointed by ADATOM,
       and one Vice-Chairmen, be appointed by QIFAN.

       The  Directors  shall be  appointed  for a term of four (4) years and may
       serve  consecutive  terms if  re-appointed  by the originally  appointing
       PARTY.

       A PARTY may, at any time,  remove any  director  appointed  by such PARTY
       giving  written  notice to the COMPANY  with a copy of such notice to the
       other PARTY.  The COMPANY  against any claim by such director of whatever
       nature arising in connection therewith, provided that such claim has been
       validated by the competent jurisdiction.

       Directors shall not be paid a fee by the COMPANY nor shall be employee of
       the COMPANY.

       In case a PARTY's EQUITY  PARTICIPATION is increased or is reduced at any
       given time,  the number of directors  the PARTIES are entitled to appoint
       and/or  maintain  at  the  BOARD  shall  be  changed  to  a  ratio  which
       corresponds  as closely as possible,  to the allocation of the registered
       capital among them.  Notwithstanding  the preceding  sentence,  the PARTY
       holding the greater  stake in the equity of the COMPANY at any given time
       shall be entitled to the majority of the number of seats at the Board.


7.3    DECISIONS OF THE BOARD

       The BOARD shall be the highest authority of the COMPANY.  It shall decide
       all major issues concerning the COMPANY.

       7.3.1. DECISIONS REQUIRING UNANIMITY

       Decisions of the BOARD  involving  the  following  matters  shall require
       unanimous approval of all members of the Board:

       1) amendment of this CONTRACT and of the ARTICLES OF  ASSOCIATION;  or
       2) extension of duration,  early termination and dissolution of the
          COMPANY; or

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       3) increase or decrease of the COMPANY's registered capital; or
       4) any assignment, sale, mortgage, pledge, charge, lien or other collate-
          ral that could cause the involuntary  transfer of all or a portion of
          a PARTY's registered capital in accordance with the provisions of
          Section 6.6 hereof, and
       5) a merger of the COMPANY with any other organization.
       6) Change of the scope of business of the COMPANY.
       7) Profit distribution.
       8) Annual budget plan.
       9) Establish a branch in or out the PRC.
       10)Bank loans.
       11)Appointment of general manager.


       7.3.2. DECISION REQUIRING SIMPLE MAJORITY

       Decisions involving all other matters,  except for those to be decided by
       the General Manager as provided for in this CONTRACT, shall be adopted by
       an affirmative vote of a simple majority of all members of the Board.


7.4    CHAIRMAN AND VICE-CHAIRMEN OF THE BOARD

       The  Chairman  of the  BOARD  shall be the  legal  representative  of the
       COMPANY. The Chairman shall be assisted by the Vice-Chairmen.

       The Chairman shall act in accordance  with corporate  policy,  objectives
       and  resolutions  decided or voted by the BOARD and his/her actions shall
       only bind the COMPANY if taken within the scope of  authorization  by the
       board.

       Whenever  the  Chairman  of  the  BOARD  is  unable  to  perform  his/her
       responsibilities  for any reason, the Chairman shall authorize by written
       proxy the Vice-Chairmen of the BOARD to act as the  representative of the
       COMPANY.


7.5    MEETINGS OF THE BOARD

       The BOARD  shall  convene in  principle,  at least once every  year.  The
       meetings  shall be called and presided over by the Chairman of the Board.
       Such  meetings  shall be held at the place  where the COMPANY is located,
       and may also be held at such other  places  within or outside  the PRC as
       decided by the Board.

       A BOARD  meeting  requires  a quorum  of three  directors,  at least  one
       director each party. Should any director be unable to attend a meeting of
       the  Board,  he  may  authorize   another  director  to  act  as  his/her
       representative  by written  proxy to attend such  meeting in his/her name
       and on his/her  behalf.  Such  representative  shall vote in the place of
       such director.  In the event that no  representative  is

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       appointed by the absent  director  to attend a meeting of the Board,  the
       absent  director shall be deemed to have waived his/her right to vote in
       such meeting.

       Travel  and  accommodation  expenses  of the  directors  attending  BOARD
       meetings shall be borne by each PARTY.

       In  lieu of a  meeting  of the  Board,  the  BOARD  may  adopt a  written
       resolution.  Such a  resolution  is adopted if sent to all members of the
       BOARD and  affirmatively  signed by the number of directors  necessary to
       make such a decision as stipulated in Section 7.3.

       BOARD meetings shall be conducted in Chinese or in English, if necessary.
       Minutes of all meetings of the BOARD and resolutions adopted in lieu of a
       meeting shall be drafted in Chinese,  or in English,  if  necessary,  and
       shall be kept in the minute  book of the COMPANY at the  COMPANY's  legal
       address.


7.6    ENTRUSTMENT OF THE BOARD OF DIRECTORS

       Governance is the  responsibility of the Board of Directors and operation
is the  responsibility of the Management.  When the Board of Directors is not in
session,  QIFAN is the entrusted  representative to take care of the examination
and  administration  of  the  routine  affairs  concerning  financing,   tariff,
personnel,  resolutions of the Board of Directors and will be reported in detail
to the BOARD afterwards.


7.7    DEADLOCK

       If the following situations occur:

       (1) The Board of Directors cannot reach an agreeing  majority  according
           to item 7.3;
       (2) A resolution cannot be made after two consecutive  meetings (the
       second meeting is held within 30 days of the first meeting); and
       (3) The situation affects the well being of the company.

       Then the issue  should be  referred to the  administrator  of the highest
level of the two respective  parties.  The two parties agree to treat each other
with honesty, sincerity and to make every effort to bridge the disagreement.  If
the two parties cannot reach a solution acceptable to both parties within ninety
(90) days of the last meeting,  each party has the right to refer to arbitration
or propose to dissolve the company according to item XIX and item XIIV.



ARTICLE 8 - OPERATION AND MANAGEMENT ORGANISATION

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8.1    RESPONSIBILITIES OF THE GENERAL MANAGER
       The General Manager shall be nominated by QIFAN and shall be confirmed by
       and  directly  responsible  to the Board.  He shall carry out the various
       resolutions of the BOARD and in accordance therewith, organize and direct
       the production,  distribution and sales of the PRODUCTS of the COMPANY as
       well as the day-to-day management and operations of the COMPANY.

       Within the scope of  authorization  by the  Board,  the  General  Manager
       shall, externally,  represent the COMPANY and, internally, have the right
       to appoint  and  dismiss  his/her  subordinates,  and to  exercise  other
       responsibilities, powers and duties as authorized by the Board.

       The COMPANY  shall also have  divisions as determined by the BOARD on the
       recommendation  of the General  Manager.  The managers of these divisions
       shall be responsible  respectively  for the work of such  divisions,  and
       shall handle matters  delegated to them by the General  Manager and shall
       be  responsible  to the  General  Manager  who shall be  responsible  for
       appointing and for discharging such division managers.

       Only the General Manager,  or a representative of the COMPANY  authorized
       in writing by the General Manager, shall have the authority to enter into
       binding  commitments,  undertakings  or  obligations  in the  name and on
       behalf of the COMPANY.


8.2    ANNUAL BUDGETS AND BUSINESS REPORTS

       The  General  Manager  shall  prepare  and  submit to the BOARD  proposed
       capital and operating  budgets,  each year in October for the  subsequent
       year,  which the BOARD shall adopt with such revisions as the BOARD shall
       deem appropriate.


8.3    CONCURRENT POSTS

       The General Manager, other senior management personnel may not hold posts
       concurrently  of any  other  economic  organization;  however,  that  the
       preceding  sentence  shall not  prohibit  the General  Manager from being
       seconded to the COMPANY by the PARTIES while  remaining  under the employ
       of the seconding PARTY.


8.4    NEGLECT OF DUTY

       In the event of graft or serious breach or neglect of duty on the part of
       the General Manager and/or Deputy General Manager, the BOARD OF DIRECTORS
       shall have the  authority to revoke the same.  The General  Manager shall
       have  the

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       authority  to  dismiss  any  manager  or  subordinate  who has
       committed graft or has seriously breached or neglected his/her duty.



ARTICLE 9 - LABOR MANAGEMENT


9.1    LABOR PLANS

       Plans  regarding the  recruitment,  employment,  dismissal,  resignation,
       wages,  labor protection,  welfare benefits,  and labor discipline of the
       staff and  workers of the  COMPANY  shall be  formulated  by the  General
       Manager in  accordance  with the relevant PRC laws and  regulations,  for
       review and approval by the Board.


9.2    RECRUITING AND HIRING

       The COMPANY shall recruit its staff and workers in the open market.

       No Employee of the COMPANY, including the General Manager may participate
       in any  commercial  and/or  technical  activity in  competition  with the
       COMPANY.


9.3    SALARY AND WELFARE

       The salary will be decided on the basis of the  average  level of similar
       firm in Shanghai.

       Due to pertinent  regulation  of Shanghai,  the COMPANY shall pay medical
       insurance and overall fund for his employee and draw welfare fund.


9.4    DISCIPLINARY ACTION

       In  accordance  with the  guidelines  set out by the Board,  the  General
       Manager shall have the right to take  disciplinary  action  against staff
       and workers by giving warnings,  recording  demerits or reducing salaries
       or wages. Staff and workers who commit serious offenses,  who prove to be
       incompetent  or unsuited  for the work to be  performed  by them,  may be
       dismissed by the General Manager. Dismissal of any staff member or worker
       shall be reported to the local labor bureau for the record.


9.5    TRADE UNION

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       A trade union organization may be established in accordance with relevant
       PRC laws and  regulations.  The COMPANY shall contribute two percent (2%)
       of the actual wages earned each month by the COMPANY's  staff and workers
       to the trade union fund for such trade union use in  accordance  with the
       applicable laws of the PRC on the management of trade unions.




ARTICLE 10 -             TAXES


10.1   COMPANY TAXES

       The  COMPANY  shall  pay taxes in  accordance  with the  stipulations  of
       relevant PRC laws and regulations  taking into  consideration the various
       preferential   tax  treatments  given  by  the  State  to  joint  venture
       companies,  as well as the various types of preferential  treatment given
       by the  Shanghai  Municipal  Government  or  other  local  government  to
       sino-foreign  joint  ventures.  Any  taxes,  duties or other  levies  and
       charges to be paid in the PRC shall be paid in RMB.


10.2   INDIVIDUAL INCOME TAX

       Staff members and workers of the COMPANY shall pay individual  income tax
       according to the  Individual  Income Tax Law of the PRC or other laws and
       regulations of the PRC as applicable.



ARTICLE 11. ACCOUNTING AND AUDITING


11.1   ACCOUNTING SYSTEM

       1)    The chief financial  officer of the COMPANY,  under the supervision
             of the General  Manager,  shall be  responsible  for the  financial
             management  of  the  COMPANY.   Among  his/her  duties,  the  chief
             financial  officer  shall  organize  the  compilation  of financial
             statements. The chief financial officer shall report to the General
             Manager and the Board.

       2)    The COMPANY shall adopt the internationally practiced accrual basis
             of accounting and the debit and credit method for book keeping, and
             shall  prepare  complete,  accurate and  appropriate  financial and
             accounting  books and records  satisfactory  to all PARTIES and the
             BOARD and in accordance

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             with the Accounting  System of the People's Republic  of  China for
             Foreign  Investment  Enterprises  and  in accordance with the
             internationally  generally accepted accounting principles (the
             "International GAAP").

       3)    At the end of each  month  and the end of each  fiscal  year of the
             COMPANY,  the  chief  financial  officer  shall  prepare  financial
             statements for the COMPANY,  including a balance sheet,  profit and
             loss statement, and statement of changes in financial position both
             under PRC accounting rules and under International GAAP.

       4)    RMB  shall be used as the unit of  account  by the  COMPANY  in its
             financial  accounting.  Financial statements prepared in accordance
             with  International  GAAP  pursuant  to Section  17.1.(3)  shall be
             prepared  in  both  RMB  and  United  States  Dollars.  Cash,  bank
             deposits,  foreign  currency  loans as well as  creditors'  rights,
             debts,  income  and  expenses,   etc.,  which  are  denominated  in
             currencies  different from the unit of account shall be recorded in
             the currency of actual  receipt and payment.  Treatment of exchange
             gains and losses  arising  from  exchange  rate  differences  shall
             accord  with  the   accounting   treatment  for  foreign   currency
             transactions announced by SAFE.

       5)    The  accounting  system and procedures to be adopted by the COMPANY
             shall  be  prepared  by the  chief  financial  officer,  under  the
             supervision of the General Manager,  and submitted to the BOARD for
             approval.  Once approved by the Board,  the  accounting  system and
             procedures  shall be filed with the local department of finance and
             the tax authorities for the record.

       6)    The fiscal year of the  COMPANY  shall begin on January 1st and end
             on December 31st of each year.  All accounting  records,  vouchers,
             books,  financial  statements  and reports of the COMPANY  shall be
             made and kept in Chinese  and copies  shall be provided in a timely
             fashion to each  Member  the Board.  All  important  financial  and
             accounting  records and  statements  shall require the approval and
             signature of the General Manager and the chief financial officer.

       7)    Tax returns for the COMPANY  shall be prepared in  accordance  with
             the  applicable   laws  and   regulations  of  the  PRC  under  the
             supervision  of the chief  financial  officer and shall be approved
             and signed by the General Manager.


11.2   AUDITING

       11.2.1. STATUTORY AUDIT

       The BOARD shall engage a major  accounting  firm registered in the PRC to
       be its auditor and to examine and verify the financial  accounting of the
       COMPANY.  The results of the auditor's  examination  shall be reported to
       the  BOARD and the  General  Manager.  The  COMPANY  shall  submit to the
       PARTIES and to each

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       director the audited  annual  accounts  within ninety (90)  days  after
       the end of the  fiscal  year,  together  with the audit report of the
       independent auditor.

       11.2.2. INDEPENDENT AUDIT

       The PARTIES  shall each have the right to request an audit on the COMPANY
       books and  accounts at any time.  Such an audit shall be conducted at the
       option  of the  requesting  PARTY,  either by its own  internal  auditing
       staff, or by an independent CPA to be retained at its own expenses.



ARTICLE 12 - PROFIT DISTRIBUTION


12.1   CONTRIBUTIONS TO THE THREE FUNDS

       10% of the after-tax  profits should be drawn to use as an accumulation
       fund and 5% as the public  welfare  fund.  According  to the  operational
       situation of the company,  the joint venture can draw certain  percentage
       of accumulation and public welfare at its will.

       If the amount of the total drawing of the accumulation fund surpasses 50%
       of the registered capital, no other drawing can be performed.


12.2   DISTRIBUTION OF PROFITS

       The after-tax  profits of the joint venture  should be distributed in the
       following order:

       (1) To make up the losses of the previous year;
       (2) To collect  accumulation and public welfare fund according to item
           12.1;
       (3) To collect  certain amount of reward fund,  the percentage  should be
           decided by the Board of Directors;
       (4) To distribute in accordance with the investment proportion of each
           party.

       The  calculation  of the  amounts of  dividends  to be paid in US Dollars
       shall be made at the OFFICIAL  EXCHANGE  RATE at the date of the BOARD OF
       DIRECTORS' decision to distribute dividends.

       Payments of dividends shall be made at the same date for the PARTIES,  by
       transfer to the PARTIES' bank  accounts  within thirty (30) days from the
       date of the Board's decision to distribute dividends.

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ARTICLE 13 - FOREIGN EXCHANGE


13.1   GENERAL

       All  foreign  exchange  matters  of  the  COMPANY  shall  be  handled  in
       accordance with relevant PRC foreign  exchange  regulations (the "Foreign
       Exchange Regulations").


13.2   FOREIGN EXCHANGE REQUIREMENTS OF THE COMPANY

       The  foreign  exchange  funds of the  COMPANY  (such as foreign  exchange
       capital  invested and foreign  currency  loans) shall be deposited in the
       foreign  exchange  account or  accounts  of the  COMPANY.  Subject to the
       provisions of this Article,  all foreign exchange payments of the COMPANY
       shall be paid out of the above-mentioned foreign exchange accounts.

       All payments by the COMPANY to ADATOM shall be made in US Dollars. Unless
       otherwise  specified in this CONTRACT or in contracts entered into by the
       COMPANY,  all expenses,  loan  repayments,  labor  compensation and other
       charges of the COMPANY paid to PRC enterprises or nationals shall be paid
       in RMB.


13.3   APPLICABLE FOREIGN EXCHANGE RATE

       The foreign  exchange rate applicable to the conversion of RMB to foreign
       currency  or vice versa  shall be the rate quoted by the SAFE on the date
       the   operation   (payment  of  royalty,   dividends,   interest,   fees,
       commissions, purchase or sale price, etc.) occurs.



ARTICLE 14 - DURATION OF THE JOINT VENTURE


14.1 DURATION OF THE COMPANY

       The duration of the Company (the "Company  Term") shall be ten (10) years
       starting  from the date on which the Company is approved by the  Approval
       Authority.

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14.2   EXTENSION OF THE COMPANY TERM
       At least one (1) year prior to the  expiration of the Company  Term,  the
       Parties shall hold  consultations to discuss the extension of the Company
       Term. If all Parties agree to extend the Company Term, an application for
       such extension shall be submitted to the Approval  Authority for approval
       not less than six (6) months prior to the expiration of the Company Term.
       Any extension of the term as approved shall be registered.



ARTICLE 15 - TERMINATION AND DISSOLUTION


15.1   TERMINATION

       Neither PARTY shall have the right,  in its sole  discretion  and without
       cause,  to terminate this CONTRACT.  A PARTY may submit written notice to
       the other PARTY of an intention to  terminate  this  CONTRACT at any time
       if:

       (1)   the other PARTY  fundamentally  breaches  this CONTRACT or violates
             the ARTICLES OF ASSOCIATION  thus adversely  affecting the benefits
             the notifying  PARTY expected to receive at the time of the signing
             of this  CONTRACT  and such breach or violation is not cured within
             thirty (30) days of written notice to the breaching PARTY;

       (2)   the other PARTY becomes  bankrupt,  or is the subject of proceeding
             for liquidation or  dissolution,  or ceases to carry on business or
             becomes unable to pay its debts as they come due;

       (3)   the COMPANY becomes bankrupt,  or is the subject of proceedings for
             liquidation  or  dissolution,  or  ceases to carry on  business  or
             becomes unable to pay its debts as they come due;

       (4)   all or any part of the  assets of the  COMPANY  are taken  from the
             COMPANY  and such  taking  has a  material  adverse  effect  on the
             business, operations or properties of the COMPANY;

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       (5)   the  conditions or  consequences  of Force Majeure (as  hereinafter
             defined)  which have a  material  adverse  effect on the  business,
             properties  or  operations of the COMPANY for a period in excess of
             six (6)months and the PARTIES have been unable to find an equitable
             solution pursuant to article 30.1 hereof ;

       (6)   the COMPANY incurs for three  consecutive  years aggregate  operat-
             ing losses in excess of 33.3% of the COMPANY's registered capital.

       (7)   the Board of Directors  is unable to agree on a unanimous  decision
             or a qualified majority decision as per Article 7.6.

       The mere  submission by either PARTY of a notice  indicating an intention
       to terminate this CONTRACT  shall not by itself  constitute a termination
       of this CONTRACT.


15.2   NOTIFICATION PROCEDURE

       In the  event  that  either  PARTY  gives  written  notice of a desire to
       terminate this CONTRACT  pursuant to Article 14.1.  above with respect to
       any matter  specified  under  clauses(1)through(3)and  (6)  thereof,  the
       PARTIES  shall for a two(2)  months  period  after  such  notice is given
       conduct negotiations and endeavor to resolve the situation which resulted
       in the giving of such notice.  In the event such matters are not resolved
       to the  satisfaction  of the PARTIES  within two(2) months of the date of
       such notice, each PARTY shall cause the members of the BOARD appointed by
       it to vote in favor of a resolution  approving  the  termination  of this
       CONTRACT,  and the  BOARD  shall  submit a  termination  application  for
       approval by the original Examination and APPROVAL AUTHORITY.

       In  addition,  in the event that either PARTY gives  written  notice of a
       desire to  terminate  this  CONTRACT  pursuant to Article 14.1 above with
       respect to any matter  specified  under  clauses  (4),  (5)  thereof,  no
       further negotiations between the PARTIES shall be required, and the BOARD
       shall  submit a  termination  application  for  approval by the  original
       Examination and APPROVAL AUTHORITY.



ARTICLE 16 - LIQUIDATION


16.1   At the expiration of the term of the joint venture without renewal, or in
       the event that this CONTRACT is  terminated  pursuant to Article 14.1 and
       Article  14.2  hereof,  and the PARTIES  cannot  agree on the sale of the
       registered  capital of the COMPANY to a PARTIES or to a THIRD PARTY, then
       the BOARD shall,  within ten (10) days,  appoint a liquidation  committee
       which  shall.  have the  power to  represent  the  COMPANY  in all  legal
       matters,  including legal  proceedings.  The

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<PAGE>


       liquidation  committee shall value  and  liquidate the  COMPANY's  assets
       in  accordance  with  the applicable  Chinese  laws  and  regulations and
       the  principles  set out herein.


16.2   The liquidation  committee  shall consist of three members,  of which two
       members  shall be nominated by ADATOM and one members  shall be nominated
       by QIFAN.  Members of the  liquidation  committee  may,  but need not be,
       BOARD  Directors  or senior  employees  of the  COMPANY.  If either PARTY
       chooses  to  appoint  professional  advisors  to assist  the  liquidation
       committee,  the costs shall be borne by the PARTY. The BOARD shall report
       the formation of the liquidation  committee to the supervising  authority
       in charge of the COMPANY.


16.3   The  liquidation  committee  shall conduct a thorough  examination of the
       COMPANY's  assets  and  liabilities,  on the basis of which it shall,  in
       accordance  with the  relevant  provisions  or this  CONTRACT,  develop a
       liquidation plan which, if approved by the Board, shall be executed under
       the  liquidation  committee's  supervision.  The  liquidation  plan shall
       provide that PARTIES will have the right to purchase any of the machinery
       and equipment and other facilities.


16.4   The  liquidation  expenses,  including  remuneration  to  members  of the
       liquidation  committee,  shall be paid  out of the  COMPANY's  assets  in
       priority  to the claims of other  creditors.  The  COMPANY  shall pay and
       settle  all  other  requirements  under  applicable  law and as set forth
       herein.

       Any money  received by the  COMPANY  from the  liquidation  of its assets
shall be applied in the following order:

       o First,  to  the  payment  of  liquidation  expenses  and  remuneration
         of the  members  of the Liquidation Committee;

       o Second,  to the  payment  of  expenses  incurred  in making  public
         notices  and  expenses  in litigation or arbitration ;

       o Third, to the payment of outstanding  salaries and benefits for the
         COMPANY's  staff, and labor insurance premiums ;

       o Fourth, to the payment of outstanding State taxes ;

       o Fifth, to the payment of other debts ;

       o Sixth,  to  the  establishment  of  any  reserves  that  the  Board  of
         Directors, in accordance with sound business judgment, deems reasonably
         necessary  to

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<PAGE>

         provide for the  payment  when due of any  contingent  or unforeseen
         liabilities or obligations of the COMPANY ;

       o  Seventh,   to  the  PARTIES  in  accordance  with  their  respective
          EQUITY PARTICIPATION.


16.5   On completion of all liquidation  procedures,  the liquidation  committee
       shall  submit a final  report  approved  by the BOARD and an  independent
       accountant registered in CHINA to the Examination and APPROVAL AUTHORITY,
       and  complete  all  other   formalities   for  nullifying  the  COMPANY's
       registration.  An announcement of the termination of the COMPANY shall be
       published in both national and local newspapers.




ARTICLE 17 - BREACH OF CONTRACT


17.1   LIABILITY FOR BREACH OF CONTRACT

       If any PARTY fails to perform any of its obligations  under this CONTRACT
       or if any  PARTY's  representation  or  warranty  under this  CONTRACT is
       untrue  or  materially  inaccurate,  such  PARTY  shall be deemed to have
       breached this  CONTRACT.  The PARTY in breach shall have thirty (30) days
       from  receipt of notice  from the other  PARTY  specifying  the breach to
       correct such breach. If, after such thirty (30) day period, the breach is
       not  corrected,  then the  PARTY in  breach  shall be liable to the other
       PARTY for all direct and foreseeable damages caused by the breach.


17.2   Should all or part of this CONTRACT be unable to be fulfilled as a result
       of action or omission of one PARTY,  the  breaching  PARTY shall bear the
       responsibilities  thereof.  Should it be the fault of both PARTIES,  they
       shall bear respective responsibilities according to the actual situation.


17.3   Should the COMPANY be unable to continue its operations or to achieve the
       business purpose  stipulated in this CONTRACT due to the fact that one of
       the PARTIES fails to fulfill the obligations  prescribed by this CONTRACT
       and the ARTICLES OF ASSOCIATION , or should one of the PARTIES  seriously
       violate  the   stipulations   of  this   CONTRACT  and  the  ARTICLES  OF
       ASSOCIATION,

       And should the  breaching  PARTY fail to remedy such failure or violation
       within  thirty (30) days of the  receipt of a written  notice sent by the
       other PARTY,

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<PAGE>

       The non defaulting  PARTY shall have the right to terminate this CONTRACT
       as well as to claim damages.

       In case the  PARTIES  agree to  continue  enforcing  this  CONTRACT,  the
       breaching  PARTY shall be liable to the economic losses caused to the non
       defaulting PARTY and/ or the COMPANY.



ARTICLE 18 - FORCE MAJEURE


18.1     "Force Majeure" shall mean any  unforeseeable  event that is beyond the
         reasonable  control of a PARTY and  prevents  that PARTY in whole or in
         part  from  performing  any  obligation  under  this  CONTRACT  or from
         performing  any  obligation  under this  CONTRACT  in a timely  manner,
         including the occurrence of fire, flood, epidemic,  earthquake,  storm,
         tidal wave or other  acts of nature;  riot,  war,  hostility  or public
         disturbance;  and any  other  events  recognized  as Force  Majeure  in
         general international commercial practice.

18.2     If an event of Force Majeure occurs, a PARTY's contractual  obligations
         affected by such an event under this CONTRACT shall be suspended during
         the  period  of  delay  caused  by  the  Force  Majeure  and  shall  be
         automatically  extended,  without  penalty,  for a period equal to such
         suspension.

18.3     The PARTY claiming Force Majeure shall promptly  inform the other PARTY
         in writing and shall furnish within 30 days thereafter sufficient proof
         of the  occurrence  and  duration  of such  Force  Majeure.  The  PARTY
         claiming  Force  Majeure  shall also use all  reasonable  endeavors  to
         terminate the Force Majeure.

18.4     In the event of Force Majeure,  the PARTIES shall  immediately  consult
         with each other in order to find an  equitable  solution  and shall use
         all  reasonable  endeavors to minimize the  consequences  of such Force
         Majeure.

         According  to the effects on the  performance  of the  CONTRACT,  the
         PARTIES will consult each other to decide whether :

       o to terminate this CONTRACT ;

       o or to  exempt  one  PARTY  or the  PARTIES  from  implementing  part of
         its/their  obligations according to this CONTRACT ;

       o or to delay the performance of this CONTRACT.

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ARTICLE 19 - SETTLEMENT OF DISPUTES


19.1   FRIENDLY CONSULTATIONS

       In  the  event  of  any  dispute,  controversy  or  claim  (collectively,
       "dispute")  arising out of or  relating  to this  CONTRACT or ARTICLES OF
       ASSOCIATION,  or the  breach,  termination  or  invalidity  thereof,  the
       PARTIES  shall  attempt in the first  instance  to resolve  such  dispute
       through friendly consultations.


19.2   ARBITRATION

       IF the dispute is not  resolved by friendly  consultations  within  sixty
       (60) days after the commencement of such consultations,  it may submitted
       for  arbitration,  upon the request of any PARTY with notice to the other
       PARTY.

       The arbitration proceedings shall be held in Shanghai, China by the China
       International  Economic & Trade Arbitration  Commission (CIETAC). In case
       of  discrepancy  between  the  Chinese  and the  English  version of this
       CONTRACT, the Chinese version shall prevail.

       (a)   The  arbitration  award shall be final and binding on the  PARTIES,
             and the PARTIES agree to be bound  thereby and to act  accordingly.
             By submitting  the dispute to  arbitration,  the PARTIES shall have
             undertaken to carry out the resulting award without delay.

       (b)   All costs of  arbitration  shall be borne by the PARTIES as deter-
             mined  by the  arbitration tribunal.


19.3   REMAINING RIGHTS AND OBLIGATIONS

       When any dispute  occurs and is the  subject of  friendly  consultations,
       joint conciliation or arbitration, the PARTIES shall continue to exercise
       their remaining  respective rights, and fulfil their remaining respective
       obligations,  under this  CONTRACT,  except in  respect of those  matters
       under dispute.



ARTICLE 20 - APPLICABLE LAW

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The validity,  interpretation,  implementation and the settlement of disputes in
respect of this CONTRACT shall be governed by the laws of the People's  Republic
of China which are published and publicly available, but in the event that there
is no  published  and  publicly  available  law in CHINA  governing a particular
matter   relating  to  this  CONTRACT,   reference  shall  be  made  to  general
international commercial practices.



ARTICLE 21 - MISCELLANEOUS PROVISIONS


21.1   BINDING EFFECT

       This  CONTRACT  is made for the  benefit  of the  PARTIES  and is legally
       binding on them. This CONTRACT may not be changed  orally,  but only by a
       written  instrument  signed by the PARTIES and  approved by the  APPROVAL
       AUTHORITY.


21.2   LANGUAGE

       This CONTRACT is executed in the Chinese  language in four  originals and
       in the English language in four originals. In case of discrepancy between
       the Chinese and the English version of this CONTRACT, the Chinese version
       shall prevail.


21.3   NOTICES

       Any  notice  or  written  communication  by  either  PARTY to the  other,
       including but not limited to any and all offers,  writings, or notices to
       be given hereunder,  shall be sent by EPS, facsimile or e-mail confirmed.
       The date of  receipt  of a notice  or  communication  hereunder  shall be
       deemed to be fifteen (15) days after the letter is given to EPS and three
       (3) working days after dispatch in the case of a facsimile or e-mail. All
       notices and communications  shall be sent to the appropriate  address set
       forth  below,  until the same is changed  by written  notice to the other
       PARTIES.


        Address of QIFAN: 25th Floor, No. 550 Xujiahui Road, Shanghai China
                          Postal Code:  200025
                          Telephone: 86-21-54560914
                          Fax:  86-21-64451622
                          E-mail:  qifan@public4.sta.net.cn


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<PAGE>


       Address of ADATOM: 920 Hillview Ct., Suite 160
                          Milpitas, California, USA
                          Postal Code: 95035
                          Telephone:    1-408-935-7979
                          Fax:   1-408-715-5130
                          Email:    corporate@adatom.com


21.4   EFFECTIVENESS


       21.4.1     The ARTICLES OF ASSOCIATION  shall come into effect together
                  with this CONTRACT.

       21.4.2     This CONTRACT and the ARTICLES OF ASSOCIATION shall not become
                  effective  until  signed by the PARTIES and  obtained a formal
                  approval of the APPROVAL AUTHORITY


21.5    ADDRESS AND TIME OF SIGNING THE CONTRACT

       This CONTRACT is signed by the  appointed  representatives  of QIFAN and
       ADATOM in Shanghai,  PRC on   10/30/00




       SHANGHAI QIFAN CO., LTD.                       ADATOM.COM. INC.

       Name of representative:                        Name of representative:

       /s/ Bao QiFan                                  /s/ Richard S. Barton
       -------------------                            ---------------------
       Position:  Chairman                            Position: President


Nationality:






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