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                                   Exhibit 4.2

                                                     December 11, 1998

Integrated Transportation Network Group Inc.
205 West 39th St., 16th Floor
New York, NY  10018

Attn:  Andrew Lee, President

Ladies and Gentlemen:

         The undersigned, WU ZHI JIAN, hereby subscribes to the immediate
acquisition of (i) 471,926 shares of Common Stock, $.01 par value ("Common
Stock"), of Integrated Transportation Network Group Inc., a Delaware corporation
(the "Company"), and (ii) warrants to purchase 70,789 shares of Common Stock
which shall be exercisable immediately at a price of US$2.00 per share and shall
have a term of five years ("Warrants") (such shares of Common Stock and Warrants
are referred to herein collectively as the "Securities"). The Securities are
being issued to the undersigned in full and complete satisfaction of all
indebtedness of the Company's 92% owned subsidiary, Shenzhen Jinzhenghua
Transport Industrial Development Co. Ltd. ("Transport"), a company organized
under the laws of the Peoples Republic of China ("PRC"), to the undersigned,
including, without limitation, US$825,871.

         Upon the Company's acceptance of this subscription, the Company shall
deliver the Securities to the undersigned at the address indicated below.

         In connection with the purchase of the Securities, the undersigned
acknowledges, warrants and represents to the Company as follows:

         1. The undersigned is acquiring the Securities for investment for its
own account and without the intention of participating, directly or indirectly,
in a distribution of the Securities, and not with a view to resale or any
distribution of the Securities, or any portion thereof.

         2. The undersigned has knowledge and experience in financial and
business matters and has consulted with its own professional representatives as
it has considered appropriate to assist in evaluating the merits and risks of
this investment. The undersigned has reviewed the Company's prospectus dated
June 29, 1998 and the Company's Quarterly Reports on Form 10Q for the quarter
ended June 30 and September 31, 1998, respectively. The undersigned has had
access to and an opportunity to question the officers of the Company, or persons
acting on their behalf, with respect to material information about the Company
and, in connection with its evaluation of this investment, has, to the best of
its knowledge, received all information and data with respect to the Company
that the undersigned has requested. The undersigned is acquiring the Securities
based solely upon its independent examination and judgment as to the prospects
of the Company.

         3. The Securities were not offered to the undersigned by means of
publicly disseminated advertisements or sales literature.

         4. The undersigned acknowledges that an investment in the Securities is
speculative and the undersigned may have to continue to bear the economic risk
of the investment in the Securities for an indefinite period. The undersigned
acknowledges that the Securities are being sold to the undersigned without
registration under any state, or federal or PRC law requiring the 


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registration of securities for sale, and accordingly will constitute "restricted
securities" as defined in Rule 144 of the U.S. Securities and Exchange
Commission. The transferability of the Securities is therefor restricted by
applicable United States Federal and state securities laws and may be restricted
under the laws of other jurisdictions.

         5. The undersigned is an "accredited investor" as such term is defined
in Appendix A.

         6. In consideration of the acceptance of this subscription, the
undersigned agrees that the Securities will not be offered for sale, sold or
transferred by the undersigned other than pursuant to (i) an effective
registration under the Securities Act of 1933, as amended ("the Act"), an
exemption available under the Act or a transaction that is otherwise in
compliance with the Act; and (ii) an effective registration under the securities
law of any state or other jurisdiction applicable to the transaction, an
exemption available under such laws, or a transaction that is otherwise in
compliance with such laws.

         7. The undersigned understands that no U.S. federal or state agency has
passed upon the offering of the Securities or has made any finding or
determination as to the fairness of any investment in the Securities.

         8. The undersigned agrees to execute such further documents as the
Company may request in order to give effect to the cancellation of indebtedness
contemplated hereby.

         9. The undersigned agrees to indemnify and hold harmless the Company
and its officers, directors, employees and agents from and against any and all
costs, liabilities and expenses (including attorneys' fees) arising out of or
related in any way to any breach of any representation or warranty contained
herein.

         10. If the Company files a Registration Statement under the U.S.
Securities Act of 1933, as a amended, after the date hereof, and the Company is
permitted to include the Common Stock issuable hereunder and under the Warrants
on such Registration Statement, the Company shall so notify the undersigned and
include such shares of Common Stock on such Registration Statement if the
undersigned so requests.

ACCEPTANCE OF SUBSCRIPTION                  SUBSCRIBER

Integrated Transportation
 Network Group Inc.                         /s/ Wu Zhi Jian
                                            ------------------------------------
                                            Name:  Wu Zhi Jian

By: /s/ Andrew Lee                          Address:
   ----------------------------------
   Andrew Lee, President
                                            7/F, Business Bldg. No.1 Suncang
                                            Bao'an North Rd., Shenzhen City
                                            People's Republic of China


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                                   APPENDIX A

An "Accredited Investor" within the meaning of Regulation D under the Securities
Act of 1933 includes the following:

ORGANIZATIONS

         (1) A bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
insurance company as defined in section 2(13) of the Act; an investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that act; a Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c)
or (d) of the Small Business Investment Act of 1958; an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, if the investment decision is made by a plan fiduciary, as defined in
section 3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors.

         (2) A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.

         (3) A trust (i) with total assets in excess of $5,000,000, (ii) not
formed for the specific purpose of acquiring the Securities, (iii) whose
purchase is directed by a person who, either alone or with his purchaser
representative, has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of the proposed
investment.

         (4) A corporation, business trust, partnership, or an organization
described in section 501(c)(3) of the Internal Revenue Code, which was not
formed for the specific purpose of acquiring the Securities, and which has total
assets in excess of $5,000,000.

INDIVIDUALS

         (5) Individuals with income from all sources for each of the last two
full calendar years whose reasonably expected income for this calendar year
exceeds either of:

               (i)      $200,000 individual income; or
               (ii)     $300,000 joint income with spouse.

NOTE:   Your "income" for a particular year may be calculated by adding to your
adjusted gross income as calculated for Federal income tax purposes any
deduction for long term capital gains, any deduction for depletion allowance,
any exclusion for tax exempt interest and any losses of a partnership allocated
to you as a partner.

         (6) Individuals with net worth as of the date hereof (individually or
jointly with your spouse), including the value of home, furnishings, and
automobiles, in excess of $1,000,000.

         (7) Directors, executive officers or general partners of the Issuer.