____________________________________________________________________________
 | Characters in the Chinese language have been removed from this document.   |
 | The original document, in PDF format, has been filed separately.           |
  ----------------------------------------------------------------------------



                                                                    Exhibit 2.08

                                                                (Execution Copy)



                                   DATE 2003




              (1)    Hopeful Internet Technologies Limited


                     (as Vendor)

                                       AND

              (2)    GENIUS TECHNOLOGY INTERNATIONAL LIMITED

                     (as Purchaser)


               --------------------------------------------------

                                A G R E E M E N T

                   FOR SALE AND PURCHASE OF EQUITY CAPITAL IN

                SHANGHAI SINOBULL INFORMATION CORPORATION LIMITED
               --------------------------------------------------









                                Victor Chu & Co.
                              19th Floor, Tower II,
                          The Gateway, 25 Canton Road,
                               Kowloon, Hong Kong
                           Telephone: (852) 2956 1818
                           Facsimile: (852) 2956 1161
                            Reference: P9/C48/C03916




                                       1

<PAGE>

This AGREEMENT is entered into on                   2003


BETWEEN:

(l)      Hopeful Internet  Technologies  Limited, a company  incorporated in the
         British Virgin Islands and whose registered address is [              ]
         and business address  is Suite B, 19/F.,  Ritz Plaza,  122 Austin Road,
         Tsimshatsui, Hong Kong (the "Vendor"); and



(2)      Genius Technology  International  Limited, a company incorporated under
         the laws of Hong Kong whose registered office is situate at 19th Floor,
         Wing  On  House,  No.  71  Des  Voeux  Road  Central,  Hong  Kong  (the
         "Purchaser").


RECITALS:

A.       The Company is a wholly  foreign owned company  established in Shanghai
         under the laws of the PRC whose particulars are set out in Schedule 1.

B.       The Vendor is the sole legal and beneficial owner of  the Company.

C.       The  Vendor  is  desirous  to sell and the  Purchaser  is  desirous  to
         purchase  the entire  equity  capital  of the  Company on the terms and
         conditions set out in this Agreement.


NOW IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Agreement, unless the context otherwise requires, the following
         words and expressions shall have the following meanings:

         "Accounting Date"     means 31st December, 2002;

         "Accounts"            means the  audited  consolidated  accounts of the
                               Company  comprising  the  balance  sheet  of  the
                               Company and the consolidated balance sheet of the
                               Company as at the Accounting Date, the profit and
                               loss account of the Company and the  consolidated
                               profit and loss  account of the  Company  for the
                               financial year ended on the Accounting  Date, the
                               notes  thereto and the  directors'  and auditors'
                               reports thereon;

         "Amended and Restated
         Articles"             means the amended  and  restated  memorandum  and
                               articles  of  association  of the  Company in the
                               agreed form to be  registered  by the Vendor with


                                       2
<PAGE>
                               the applicable PRC authorities and as required in
                               order to effect the  transfer  of the Sale Shares
                               pursuant  to the  terms  of  this  Agreement  and
                               satisfy the conditions under Clause 4.1 (c);


         "Business Day"        means a day on which  banks in Hong Kong are open
                               for business (except Saturdays,  Sundays,  public
                               holidays  in Hong Kong and a day when the typhoon
                               signal  number 8 is  raised or black  rain  storm
                               warning  is issued  and is not  lowered  before 2
                               p.m. of such alert);

         "BVI"                 means the British Virgin Islands;

         "Chinese Sale and
         Purchase Agreement"   means the sale and purchase  agreement written in
                               the  Chinese  language  in the  agreed  form  and
                               setting out the terms and conditions contemplated
                               under  this  Agreement  to be  registered  by the
                               Vendor with the applicable PRC authorities and as
                               required  in order to effect the  transfer of the
                               Sale  Shares   pursuant  to  the  terms  of  this
                               Agreement  and  satisfy  the   conditions   under
                               Clauses 4.1 (c) and (d);

         "Company"             means Shanghai Sinobull  Information  Corporation
                               Limited  ,  a  wholly   foreign   owned   company
                               established  in  Shanghai  under  the laws of the
                               PRC;

         "Companies Ordinance" means the  Companies  Ordinance  (Cap.  32 of the
                               Laws of Hong Kong);

         "Completion"          means the  completion of the sale and purchase of
                               the Sale Shares pursuant to Clause 6;

         "Completion Date"     means the seventh  (7th)  Business  Day after the
                               conditions  set out in Clause  4.1 are  fulfilled
                               (or  such  other  date  as  the  Vendor  and  the
                               Purchaser   may   agree  in   writing   prior  to
                               Completion);;

         "Consideration"       means  HK$3,199,275,  the  consideration  for the
                               Sale Shares  which is to be settled in the manner
                               set out in Clause 5;

         "Consideration        Shares"  means  57,826,793   ordinary  shares  of
                               HK$0.01   each  in  the  share   capital  of  the
                               Purchaser   to  be  issued   to  the   Vendor  on
                               Completion, pursuant to Clause 5;

         "Director"            means a director  from time to time  appointed by
                               the Company;



                                       3
<PAGE>
         "Disclosure Letter"   means  the  letter  of even  date  issued  by the
                               Vendor to the Purchaser in the agreed form;

         "Encumbrances"        means and includes any option,  right to acquire,
                               right of pre-emption,  mortgage,  charge, pledge,
                               lien,  hypothecation,  title retention,  right of
                               set off, counterclaim, trust arrangement or other
                               security or any equity or restriction;

         "HK$"                 means Hong Kong dollars,  the lawful  currency of
                               Hong Kong;

         "Hong Kong"           means the Hong Kong Special Administrative Region
                               of the PRC;

         "Intellectual
         Property Rights"      means the rights in respect of any patents, trade
                               marks, service marks, applications for any of the
                               foregoing,  copyright,  design rights,  know-how,
                               confidential  information,  trade secrets,  trade
                               and   business   names  and  any  other   similar
                               protected  rights  owned by or  belonging  to the
                               Company from time to time in any country;

         "Listing Rules"       means  the  Rules   Governing   the   Listing  of
                               Securities on the Stock Exchange;


          "Metastock Project"  means the adaptation and design from its original
                               design in the  English  language  to the  Chinese
                               language  and to be  marketed  to and  suite  the
                               Chinese users in the PRC of the software known as
                               "Metastock",   a   Reuters   project,   and   the
                               distribution  right  of the  product  in  Greater
                               China;

         "PRC" or "China"      means the  People's  Republic  of China,  for the
                               purpose of this  Agreement,  excluding Hong Kong,
                               Macau and Taiwan;

         "Sale Shares"         means all the equity capital of the Company;

         "Stock Exchange"      means The Stock Exchange of Hong Kong Limited;


         "Taxation"            means and includes all forms of tax, rate,  levy,
                               duty,   charge,   impost,   fee,   deduction   or
                               withholding   of  any  nature  now  or  hereafter
                               imposed, levied, collected,  withheld or assessed
                               by any taxing or other  authority  in the PRC and
                               includes any interest, additional tax, penalty or
                               other  charge   payable  or  claimed  in  respect
                               thereof;




                                       4
<PAGE>
         "Warranties"          means   the   warranties,   representations   and
                               undertakings  given  by the  Vendor  pursuant  to
                               Clause 7 and set out in  Schedule 2 and any other
                               representations,  warranties and indemnities made
                               by or on behalf of the Vendor in this Agreement.

1.2      Interpretation

         In this Agreement unless the context otherwise requires:

         (a)  reference  to  any  statute  or  statutory  provision  includes  a
              reference to that  statute or statutory  provision as from time to
              time amended, extended or re-enacted;

         (b)  words  and  phrases  the  definitions  of which are  contained  or
              referred  to in the  Companies  Ordinance  shall be  construed  as
              having the meaning  thereby  attributed  to them but excluding any
              statutory  modification  thereof  not in force on the date of this
              Agreement;

         (c)  words importing the singular  include the plural,  words importing
              any gender  include  every  gender,  and words  importing  persons
              include bodies  corporate and  unincorporated;  and (in each case)
              vice versa;

         (d)  all   warranties,    representations,    indemnities,   covenants,
              agreements and undertakings given or entered into by more than one
              person are given or entered  into  jointly and  severally,  unless
              otherwise specified;

         (e)  where any Warranty is qualified by being given or made to the best
              of the  knowledge,  information  or belief of any person giving or
              making the same or so far as that person is aware or is  qualified
              in any  similar  way  such  qualification  shall be  deemed  to be
              followed by the words "having made due and careful enquiry";

         (f)  references to the Parties,  Recitals,  Clauses and Schedules refer
              to the parties,  the  recitals,  clauses of and  schedules to this
              Agreement;

         (g)  references  to a document  being in the  "agreed  form" or "agreed
              terms",  means a document the terms of which have been approved by
              or on behalf of the Vendor and the  Purchaser  and a copy of which
              has been signed for the purpose of  identification by or on behalf
              of the Vendor and the Purchaser;

         (h)  headings used in this Agreement are for convenience only and shall
              not affect its interpretation.

1.3      This Agreement  include the Recitals,  all Clauses and Schedules as may
         be amended, varied or revised from time to time.

1.4      Time shall be of the essence in this Agreement.

2.       SALE AND PURCHASE OF SALE SHARES


                                       5
<PAGE>
2.1      Subject  to the  terms of this  Agreement,  the  Vendor  as  legal  and
         beneficial owner shall sell and transfer or procure the transfer of the
         Sale Shares free from Encumbrances and the Purchaser shall purchase the
         Sale Shares upon Completion.

2.2      The Sale Shares are sold together with all rights  attached or accruing
         thereto and together with all dividends declared and paid in respect of
         periods commencing on or after the Completion Date.

2.3      The  Purchaser  shall not be obliged to purchase any of the Sale Shares
         unless the sale of all the Sale Shares is completed simultaneously.

2.4      Subject to the terms of this Agreement,  the Vendor covenants to do and
         execute all such acts and things as may be reasonably necessary to vest
         the Sale Shares in the  Purchaser  and to place the  Purchaser  in full
         control of the Sale Shares and hence the Company as from the Completion
         Date.

3.       TRANSFER OF METASTOCK

3.1      Subject to the terms of this Agreement,  upon Completion (or as soon as
         reasonably  practicable  thereafter),  the Vendor shall make  effective
         transfer to the Purchaser all its  Intellectual  Property Rights of the
         Chinese  translation of the software  "Metastock" and its  distribution
         right in the PRC .  Consideration  for the  Metastock  Project has been
         included in the total  number of  Consideration  Shares to be issued by
         the Purchaser to the Vendor on Completion.

4.       Conditions Precedent

4.1      Completion is conditional upon:

         (a)  the  passing  of a  resolution  by the board of  directors  of the
              Vendor  approving the sale of the Sale Shares to the Purchaser and
              all terms in this Agreement and the implementation thereof;

         (b)  the passing of  resolutions by the  shareholders  of the Purchaser
              approving the purchase of the Sale Shares, the issue and allotment
              of the  Consideration  Shares and all terms in this  Agreement and
              the implementation thereof;

         (c)  all   necessary   authorizations,    orders,   grants,   consents,
              permissions  and approvals for all  transactions  contemplated  by
              this  Agreement  (including  transfer  of the Sale  Shares  to the
              Purchaser, approval of the Chinese Sale and Purchase Agreement and
              Amended and Restated Articles of the Company) having been obtained
              from,  and all filings  and  registrations  having been  performed
              with, all applicable  authorities,  departments  and bodies in the
              PRC, including without the limitation to the government  approval,
              consent  and  permissions  required  in the PRC in  respect of the
              Company, from appropriate governments, governmental, supranational
              or   trade   agencies   and   regulatory   bodies   and  all  such
              authorizations, and such authorizations, orders, grants, consents,
              permissions and approvals remaining in full force and effect; and



                                       6
<PAGE>
         (d)  the entering  into by the Vendor and the  Purchaser of the Chinese
              Sale  and  Purchase  Agreement  in the  agreed  form in  order  to
              register  and effect the  transfer of the Sale Shares  pursuant to
              the terms of this Agreement and in accordance  with the applicable
              laws of the PRC  governing  the sale and  purchase  of the  equity
              capital of a wholly  foreign  owned  enterprise in the PRC. In the
              event of a  conflict  between  the terms of the  Chinese  Sale and
              Purchase Agreement and this Agreement, the terms of this Agreement
              shall prevail.

4.2      The parties shall use their  respective  best endeavours to ensure that
         the  conditions  set out in Clause 4.1 are fulfilled by 5:00 p.m. (Hong
         Kong time) on the date referred to in Clause 4.3.

4.3      If the conditions set out in Clause 4.1 have not been fulfilled by 5:00
         p.m.  (Hong  Kong  time) on 31st  July 2003 or such  later  date as the
         parties may agree in writing,  this  Agreement  and  everything  herein
         contained shall,  subject to the liability of any party to the other in
         respect of any  antecedent  breaches of the terms  hereof,  be null and
         void and of no effect.

5.       CONSIDERATION

5.l      The Consideration shall be settled by the Purchaser by the issue of the
         Consideration  Shares to the Vendor. The Consideration  Shares shall be
         issued and allotted,  credited as fully paid and free from Encumbrances
         to the Vendor. Upon Completion,  the Consideration Shares issued to the
         Vendor shall  constitute  approximately  17.1173% of the entire  issued
         share  capital  of  the  Purchaser  as  enlarged  by the  issue  of the
         Consideration Shares.

5.2      The Consideration  Shares issued to the Vendor shall rank pari passu in
         all respects with the all other existing  issued and allotted shares of
         the Purchaser  and the Vendor shall be entitled to all rights  attached
         or accruing  thereto  including all  dividends  declared and paid on or
         after Completion.

6.       COMPLETION

6.1      Completion of the sale and purchase of the Sale Shares shall take place
         on the  Completion  Date at the office of the  Purchaser in  accordance
         with Schedule 3.

6.2      No party shall be obliged to complete the sale and purchase of the Sale
         Shares unless the other party complies fully with the  requirements set
         out in Schedule 3 applicable to them respectively.

6.3      Without  prejudice to any other remedies  available to any party, if in
         respect of the provisions of this Agreement and in particular  Schedule
         3 are not complied  with by either the Vendor on the one part or by the
         Purchaser on the other part on or before the Completion Date, the party
         not in default may:

         (a)  defer  Completion  to a date not more than 28 days  following  the
              Completion Date (and so that the provisions of this Clause 6.3 (a)
              shall apply to Completion as so deferred);

                                       7
<PAGE>
         (b)  proceed to Completion so far as practicable (but without prejudice
              to its rights hereunder); or

         (c)  rescind  this  Agreement  without  prejudice  to any of its  other
              rights in respect of such default.

7.       WARRANTIES, REPRESENTATIONS,  AND UNDERTAKINGS

7.1      Save as disclosed in the Disclosure Letter, the Vendor hereby warrants,
         represents   and   undertakes  to  the  Purchaser  the  Warranties  and
         acknowledges  that the  Purchaser  is entering  into this  Agreement in
         reliance on the  Warranties  and that the  Purchaser  may treat them as
         conditions of this Agreement.

7.3      Save as except in this  Agreement,  the Vendor  agrees to indemnify and
         keep  indemnified  the  Purchaser  (for  itself and as trustee  for the
         Company)  against all losses,  damages,  costs,  actions,  proceedings,
         claims,  demands and expenses  suffered by the Purchaser or the Company
         as a  result  of or in  connection  with  any  breach  of  any  of  the
         Warranties.

7.4      Each  of  the  Warranties  is without prejudice to each and every other
         Warranty.

7.5      The Vendor  undertakes to the Purchaser that it will  forthwith  notify
         the  Purchaser  in writing  of any  matter or thing  which may arise or
         become  known to them  after  the date of this  Agreement  and prior to
         Completion  which  is a  breach  of or  inconsistent  with  any  of the
         Warranties or other provisions contained in this Agreement.

7.6      In the event of the  aforesaid  notice is given to the Purchaser or the
         Purchaser  otherwise  becoming  aware of or it becoming  apparent on or
         before  Completion that any of the Warranties or any other term of this
         Agreement  is  incorrect  or  breached  in any  material  respect,  the
         Purchaser may rescind this Agreement by notice in writing to the Vendor
         without  prejudice  to any rights it may have in respect of the alleged
         breach or rescission hereof.  Failure by the Purchaser to exercise this
         right of rescission  shall not constitute a waiver of any of the rights
         or remedies of the Purchaser arising by reason of any such breach.

7.7      The  Warranties  shall  remain  in  full  force  and  effect  after and
         notwithstanding Completion.

7.8      The  Warranties  are given  subject  to the  matters  disclosed  in the
         Disclosure  Letter, no other information  relating to the Company which
         the  Purchaser  has  knowledge  whether  actual or  constructive  shall
         prejudice  any claim  made by the  Purchaser  under the  Warranties  or
         operate to reduce any amount recoverable.

7.9      The Purchaser may take action for any breach or  non-fulfillment of any
         of the same before or after Completion and in the event of action taken
         after  Completion,  Completion shall not in any way constitute a waiver
         of the  Purchaser's  rights  notwithstanding  that such rights may have
         been arisen or known to the Purchaser before Completion.



                                       8
<PAGE>
7.10     The  rights  conferred  upon  the  Purchaser  by this  Clause  7 are in
         addition to and without  prejudice to any other rights of the Purchaser
         and failure to exercise  it shall not  constitute  a waiver of any such
         rights  notwithstanding  that such breach or  non-fulfillment  may have
         been known to or discoverable by the Purchaser before Completion.

7.11     The Vendor hereby waives any and all claims against the Company and all
         its subsidiaries and their respective  officers,  employees,  servants,
         agents and  representatives  in respect of any information  supplied by
         any of them to the  Vendor on or before the date  hereof in  connection
         with any of the  Warranties or any matters which have been disclosed to
         the  Purchaser  or  otherwise  howsoever in relation to the business or
         affairs of the Company or any of its subsidiaries.
8.       CONFIDENTIALITY

8.1      The  Vendor  undertakes  at  all  reasonable   times,   notwithstanding
         Completion,  it will at the request of the  Purchaser  promptly give to
         the Purchaser the Information (defined in Clause 8.3).

8.2      The Vendor  further  undertakes to the  Purchaser  that it will not and
         will procure all its respective officers,  employees,  servants, agents
         and  representatives  will not at any time before and after  Completion
         for their own benefit or on behalf of any other person take away,  make
         use of or disclose to any person  (except as may be necessary to comply
         with  any  statutory  obligation  or order  of any  court or  statutory
         tribunal of competent jurisdiction) any Information in any way relating
         to the business or affairs of the Company or to any  customer,  client,
         agent,  supplier  or any other  person who has or has had any  dealings
         with the Company.

8.3      In this  Clause  8,  "Information"  refers  to all  information  in the
         possession  of or within the  control  of the  Vendor or their  respect
         shareholders, officers, employees, servants, agents and representatives
         concerning  the  business,  dealings,  transactions  or  affairs of the
         Company and all claims made or threatened against the Company.

8.4      The Purchaser hereby undertakes with the Vendor that it will not, prior
         to  Completion  and save as required by law, make use of or disclose or
         divulge any confidential  information  relating to the Company obtained
         by it or  its  representatives  pursuant  to  this  Agreement  and  the
         transactions  contemplated  thereby  to any  person  other than its own
         officers, employees or professional advisors.

9.       NON-COMPETITION AND NON-SOLICITATION

9.1      Subject  to  the   fulfilment   of  Clause  4.1,  the  Vendor  and  its
         shareholders  undertake  from the  Completion  Date to the  expiry of 2
         years after the  Completion  Date,  they will not and will  procure all
         their respective officers, employees,  servants, agents, associates and
         representatives  will not for  their  own  benefit  or on behalf of any
         other person without the prior written consent of the Purchaser:

         (a)  carry on (whether  alone or in  partnership  or joint venture with
              anyone  else) or be  concerned  with or  interested  any  business
              carried  by the  Company  in the PRC at any time  within 12 months


                                       9
<PAGE>
              prior to the Completion Date or directly or indirectly competitive
              with such  business of the Company in the PRC save and except as a
              shareholder  (for investment  purposes only) holding not more than
              5% directly or indirectly of the securities of a company listed on
              a recognized stock exchange;

         (b)  whether as principal, agent or servant canvass or solicit business
              from any person who was a customer,  client,  agent or supplier of
              the Company in the PRC during the period of 12 months  immediately
              prior to Completion;

         (iii)offer  employment to any person who at the date of this  Agreement
              or within 12 months prior to the  Completion  Date, is or had been
              an employee  of the Company in the PRC and for so long  thereafter
              as such employee  shall remain in the employment of the Company in
              the PRC or any other  subsidiary  of the Purchaser or for a period
              of 6 months after leaving such employment; or

         (iv) offer any  inducement  or  encouragement  to any such  employee to
              cease to be so  employed  or to seek  employment  with  any  other
              employer or to become  self-employed or to go into any partnership
              or business on his own account in the PRC.

9.2      Each of the  restrictions  contained  in  Clause  9.l is  separate  and
         distinct and is to be construed separately from the other restrictions.
         The Vendor hereby  acknowledges  that he/it considers such restrictions
         to be  reasonable  both  individually  and in  aggregate  and  that the
         duration,  extent and application of each of such  restrictions  are no
         greater  than  is  necessary  for  the  protection  of  the  legitimate
         interests  of the  Purchaser  and  that the  consideration  paid by the
         Purchaser  under the terms of this  Agreement  takes into  account  and
         adequately  compensates  them for any restriction or restraint  imposed
         hereby.  However, in the event that any such restriction shall be found
         to be void or  unenforceable  but would be valid or enforceable if some
         part or parts thereof were deleted or the period or area of application
         reduced,  the Vendor  hereby agrees that such  restriction  shall apply
         with such modification as may be necessary to make it valid.

10.      CONDUCT OF THE COMPANY UP TO COMPLETION

10.1     Pending Completion, the Vendor undertakes with the Purchaser to procure
         that the Company will NOT:

         (a)  enter into any commitment,  contract or arrangement  other than in
              the ordinary and proper course of its business;

         (b)  dispose  of or create or permit any  Encumbrances  over any of its
              assets or agree so to do,  other than a  disposal  of its stock in
              trade in the ordinary and proper course of its business;

         (c)  incur any  material  liabilities  other than in the  ordinary  and
              proper course of its business;

         (d)  hire any new employee  other than those general  staff,  alter the
              remuneration or conditions of employment or  superannuation of any
              employee (except under the  requirements of any award,  industrial

                                       10
<PAGE>
              agreement, service contract or law) or terminate the employment of
              any employee (except for fraud or misconduct);

         (e)  allot or issue or agree to allot or issue  any  shares or any loan
              capital or any security convertible into share capital;

         (f)  declare or pay any dividend or make any other  distribution of its
              profits;

         (g)  alter its memorandum or articles of association other than for the
              purpose of  transferring  the Sale Shares to the  Purchaser and in
              the agreed terms; or

         (h)  change its name.

10.2     Up to Completion the Vendor shall cause the Company,  at all reasonable
         times,  to make  all  premises,  plant,  stock,  Accounts  and  records
         available  for the  Purchaser's  inspection  for the  purposes  of this
         Agreement and allow copies of such records to be taken.

11.      INDEMNITY

11.1     The Vendor and its  shareholders  shall indemnify and hold harmless the
         Purchaser  against  each  proceeding,  judgment,  loss,  damage,  cost,
         expense  or  liability  suffered,  incurred  by or  brought  or made or
         recorded against the Purchaser, as a direct or indirect consequence of:

         (a)  any  breach  by the  Vendor  or  any  other  person  of any of the
              Warranties;

         (b)  any Warranty not being true and correct or being  misleading as at
              the Completion Date; or

         (c)  any failure by the Vendor to duly  perform any of the  obligations
              imposed upon it by this Agreement.

11.2     The Vendor further acknowledges that the aforesaid indemnity:

         (a)  extends to all costs,  expenses and other amounts incurred or paid
              by the  Purchaser  in the  enforcement  or  purported or attempted
              enforcement of such indemnity or for the preservation of or in any
              manner in reference to the rights  conferred upon the Purchaser by
              this  Agreement,  including  legal costs as between  solicitor and
              client;

         (b)  will  not  be  abrogated,   modified,   prejudiced,   affected  or
              considered  as wholly or partially  discharged  by any one or more
              of:

              (i)     any time, credit, indulgence or concession extended by the
                      Purchaser  or the  Company  to  the  Vendor  or any  other
                      person;

              (ii)    any compounding, compromise, release, abandonment, waiver,
                      variation,  relinquishment or renewal of any rights of the


                                       11
<PAGE>
                      Purchaser  or the Company  against the Vendor or any other
                      person;

              (iii)   the neglect or omission of the Purchaser or the Company to
                      enforce   any  of  those   rights  or  any  delay  in  the
                      enforcement of any of those rights; and

              (iv)   the winding up, bankruptcy or death of the Vendor.

         (c)  is continuing and  irrevocable  and the  obligations of the Vendor
              will be absolute and unconditional in all circumstances; and

         (d)  will be in  addition  to and  not in  substitution  for any  other
              indemnity  provided under this Agreement or any other rights which
              the Purchaser or the Company may have against the Vendor from time
              to time and will not merge on Completion.

11.3     The Purchaser shall indemnify and hold harmless at all times the Vendor
         against each  proceeding,  judgment,  loss,  damage,  cost,  expense or
         liability suffered,  incurred by or brought or made or recorded against
         the Vendor,  whether  before or after  Completion  or in respect of any
         period before or after Completion,  as a direct or indirect consequence
         of:

         (a)  any  breach by the  Purchaser  or any  other  person of any of the
              Warranties;

         (b)  any Warranty not being true and correct or being  misleading as at
              the Completion Date; or

         (c)  any  failure  by  the   Purchaser  to  duly  perform  any  of  the
              obligations imposed upon them by this Agreement.

11.4     The Purchaser further acknowledges that the aforesaid indemnity:

         (a)  extends to all costs,  expenses and other amounts incurred or paid
              by the  Vendor  in  the  enforcement  or  purported  or  attempted
              enforcement of such indemnity or for the preservation of or in any
              manner in  reference  to the rights  conferred  upon the Vendor by
              this  Agreement,  including  legal costs as between  solicitor and
              client;

         (b)  will  not  be  abrogated,   modified,   prejudiced,   affected  or
              considered  as wholly or partially  discharged  by any one or more
              of:

              (i)     any time, credit, indulgence or concession extended by the
                      Vendor  or the  Company  to  the  Purchaser  or any  other
                      person;

              (ii)    any compounding, compromise, release, abandonment, waiver,
                      variation,  relinquishment or renewal of any rights of the
                      Vendor or the Company  against the  Purchaser or any other
                      person;



                                       12
<PAGE>
              (iii)   the  neglect or  omission  of the Vendor or the Company to
                      enforce   any  of  those   rights  or  any  delay  in  the
                      enforcement of any of those rights; and

              (iv)    the winding up, bankruptcy or death of the Purchaser.

         (c)  is continuing and irrevocable and the obligations of the Purchaser
              will be absolute and unconditional in all circumstances; and

         (d)  will be in  addition  to and  not in  substitution  for any  other
              indemnity  provided under this Agreement or any other rights which
              the Vendor or the Company may have against the Purchaser from time
              to time and will not merge on Completion.

12.      CONTINUING OBLIGATIONS

12.1     The Vendor must do nothing to discourage the Company's  current clients
         and new  clients to  utilize  the goods and  service  of the  Company's
         business.

12.2     The Vendor must provide all reasonable  assistance  including access to
         any  documents in their  possession  or under their power or control in
         relation to any dispute between the Company and any person.

12.3     Each  obligation and warranty of a party to this  Agreement  (except an
         obligation  fully  performed at Completion)  continues in force despite
         Completion.

12.4     Default

         (a)  No party to this Agreement shall be entitled to enforce any rights
              or remedies  under this  Agreement or at common law arising out of
              the default of any other party in  performing  or observing any of
              the terms and conditions of this  Agreement  (other than the right
              of any party to sue for any  moneys  already  due)  UNLESS the non
              defaulting  party has given to the party in  default  ("Defaulting
              Party") a written  notice  specifying  the default and stating his
              intention to enforce his rights and remedies unless the default is
              made good within 14 days and the  Defaulting  Party  fails  within
              that  period to  remedy  the  default.  If the  default  is not so
              rectified then the non-defaulting party may :

              (i)     demand immediate payment to it of all moneys to be paid to
                      it by the defaulting Party pursuant to this Agreement;

             (ii)     suspend   compliance  with  its  obligations   under  this
                      Agreement until the default is so rectified; and

             (iii)    sue for  damages  or  seek  specific  performance  of this
                      Agreement  or any  other  remedy  to  which  it  might  be
                      entitled.

13.      COSTS

13.1     Each  party  shall  bear its own  legal and  other  costs and  expenses
         arising  directly  or  indirectly  with  respect  to  the  preparation,

                                       13
<PAGE>
         execution,  completion  and  performance of this Agreement or any other
         related documentation.

13.2     Notwithstanding the foregoing,  the Vendor and the Purchaser shall bear
         any stamp duty payable in respect of the transfer of the Sale Shares in
         equal shares.

14.      NOTICE

14.1     Delivery

         All notices,  demands or other  communications which are required to be
         given under this Agreement shall be in writing in English and sent to:

         (a)  in the case of the Vendor:

              Vendor
              Address:
                      Suite B, 19/F,
                      Ritz Plaza,
                      122 Austin Road,
                      Tsimshatsui, Hong Kong

              Facsimile number  :  in PRC :- 86 21 5213 0664
              Attention :          Mr David Chen

         (b)  in the case of the Purchaser:

              Address:
                      19/F, Wing On House,
                      71 Des Voeux Road Central,
                      Hong Kong

              Facsimile number  :       852-28106070
              Attention         :       Mr Rankine Yeung

         or to  such  other  address  or  facsimile  number  or  marked  for the
         attention of such other person as the recipient may designate by notice
         given in accordance with the provisions of this Clause 15.

14.2     Receipt

         Any such notice may be delivered  personally or by prepaid post or sent
         by facsimile  transmission and shall be deemed to have been effectively
         served:

         (a)  on the day of receipt,  where any personally  delivered  letter or
              facsimile message is received on any Business Day before or during
              normal working hours;

         (b)  on the following  Business  Day,  where any  personally  delivered
              letter or facsimile message is received either on any Business Day
              after normal  working  hours or on any day which is not a Business
              Day;



                                       14
<PAGE>
         (c)  on the third  Business  Day  following  the day of  posting,  upon
              despatch from within Hong Kong of any posted letter to the address
              of a recipient in Hong Kong, unless actually received sooner; or

         (d)  on the seventh  Business Day  following  the day of posting,  upon
              despatch from within Hong Kong of any posted letter to the address
              of  an  overseas  recipient  (and  vice-versa),   unless  actually
              received sooner.

15.      GENERAL

15.1.    Assignment

         The Parties  shall not be permitted to assign or transfer or purport to
         assign or  transfer  any of their  rights  or  obligations  under  this
         Agreement without the prior written consent of the other party.

15.2.    Waiver

         (a)  A failure or delay in  exercising  or the partial  exercise of any
              provision  of,  or  right,  election  or  discretion  under,  this
              Agreement is not a waiver of that  provision,  right,  election or
              discretion.

         (b)  A waiver of any such provision,  right,  election or discretion or
              of any breach or default under this  Agreement  must be in writing
              and signed by the party granting the waiver.

15.3     Variation

         A variation of any term of this Agreement must be in writing and signed
         by all Parties.

15.4     Cumulative rights

         The rights or remedies  conferred on any party by this Agreement are in
         addition to all rights and remedies of that party at law or in equity.

15.5     Further assurance

         Each  party  will sign  execute  and  complete  all  further  documents
         necessary  to effect,  perfect or complete  the  provisions  of and the
         transactions contemplated by this Agreement.

15.6     Severability

         If any  part  of this  Agreement  is or  becomes  illegal,  invalid  or
         unenforceable   in  a   jurisdiction,   the   legality,   validity   or
         enforceability  of the remainder of this Agreement will not be affected
         and this Agreement will be read as if that part had been deleted.

15.7     Entire understanding

         This Agreement contains the entire  understanding and agreement between
         the Parties as to the subject matter of this Agreement.


                                       15
<PAGE>
15.8     Survival

         All agreements,  obligations covenants and representations contained in
         this  Agreement  which have not been fulfilled  shall unless  otherwise
         expressly  stated  survive  the  execution  and  consummation  of  this
         Agreement and the transactions in relation thereto.

16.      GOVERNING LAW AND JURISDICTION

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of Hong Kong and each party shall submit to the  non-exclusive
         jurisdiction of the courts of Hong Kong.

IN WITNESS  whereof this Agreement has been duly executed the day and year first
before written.




The Vendor

SIGNED by                                            )
for and on behalf of Hopeful Internet                )
Technologies Limited                                 )
in the presence of :                                 )





The Purchaser

SIGNED by                                            )
for and on behalf of                                 )
Genius Technology International Limited              )
in the presence of:                                  )





















                                       16
<PAGE>
                                   SCHEDULE 1

                           Particulars of the Company


A.   The Company

1.   Name                     :  Shanghai Sinobull Information Corporation
                                 Limited


2.   Registered Office        :  No. 871, Mei Zhou Road, Yang Pu District,
                                 Shanghai

3.   Date of Incorporation    :  5 July, 2000

4.   Place of Incorporation   :  Shanghai, PRC


5.   Directors                :  Jiang Tai, Deng Yong An, and Yang Qingii


6.   Registered  Capital      :  US$1,110,000

7.   Investor                 :  Hopeful Internet Technologies Limited
































                                       17
<PAGE>
                                   SCHEDULE 2

                  Warranties, Representations and Undertakings

The Vendor hereby represents,  warrants and undertakes to and with the Purchaser
and its successors in title in the following terms:-

l.       CAPACITY
         --------
1.1      The Vendor has full power and  capacity to enter into and perform  this
         Agreement and this Agreement  will, when executed,  constitute  binding
         obligations on the Vendor in accordance with their terms.

1.2      All necessary authorization for the Vendor to enter into this Agreement
         has been duly obtained.

2.       ACCOUNTS AND RECORDS
         --------------------
2.l      Books and Records
         -----------------
2.l.l    The Company has at all times fully,  properly and accurately maintained
         all books, accounts and records required by law to be maintained all of
         which books, accounts and records are in its possession.

2.l.2    The books,  accounts  and  records of the Company  duly and  accurately
         record all matters required by law to be entered therein and accurately
         present and reflect in accordance  with generally  accepted  accounting
         principles  and  standards  the  assets  and  liabilities  (actual  and
         contingent) of the Company and all  transactions  to which it is or has
         been a party.

2.2      Accounting Matters
         ------------------
2.2.l    The Accounts  were  prepared in  accordance  with the  historical  cost
         convention  and the bases and  policies of  accounting  adopted for the
         purpose of  preparing  the  Accounts  are the same as those  adopted in
         preparing  the  audited  accounts of the Company in respect of the last
         three preceding accounting periods of the Company.

2.2.2    The Accounts:-

         2.2.2.l   give a true and fair view of the  assets and  liabilities  of
                   the  Company at the  Accounting  Date and its profits for the
                   twelve months period ended on that date;

         2.2.2.2   comply with the requirements of the relevant  regulations and
                   legislation;

         2.2.2.3   have  been  prepared  in  accordance   with  good  accounting
                   practice  in the PRC and  comply  with all  current  standard
                   accounting practices applicable to a PRC company;

         2.2.2.4   are  not  affected  by  any  extraordinary,   exceptional  or
                   non-recurring item;



                                       18
<PAGE>
         2.2.2.5   properly reflect the financial  position of the Company as at
                   their date;

         2.2.2.6   fully disclose all the assets and  liabilities of the Company
                   as at their date;

         2.2.2.7   make  full  provision  or  reserve  in  accordance  with good
                   accounting  practice in PRC for all  liabilities  and capital
                   commitments of the Company outstanding at the Accounting Date
                   including contingent, unquantified or disputed liabilities;

         2.2.2.8   make full and proper  provision or reserve in accordance with
                   the  principles set out in the notes included in the Accounts
                   for all  Taxation  liability to be assessed on the Company or
                   for which it may be  accountable  in  respect  of the  twelve
                   months period ended on the Accounting Date and such provision
                   shall be sufficient to cover all Taxation  assessed or liable
                   to be  assessed on the Company or for which the Company is or
                   may  become  accountable  in  respect  of  profits,   income,
                   earnings, receipts,  transfers, events and transactions up to
                   and including the Accounting Date.

2.2.3    No amount  included in the  Accounts in respect of any fixed or current
         asset exceeds its purchase  price or production  cost at the Accounting
         Date.

2.2.4    No amount  included in the  Accounts  in respect of any current  assets
         exceeds its net realisable value at the Accounting Date.

2.3      Stock-in-trade and work in progress
         -----------------------------------
2.3.l    In the Accounts the  stock-in-trade and work in progress of the Company
         have been  treated  strictly in  accordance  with  standard  accounting
         practices applicable to a PRC company.

2.3.2    In the Accounts all redundant,  obsolete and slow moving stock-in-trade
         has been written off or written down as appropriate.

2.4      Depreciation
         ------------
         In the Accounts  the fixed assets of the Company have been  depreciated
         in accordance with standard  accounting  practices  applicable to a PRC
         company.

2.5      Deferred taxation
         -----------------
         Where provision for deferred  Taxation is not made in the Accounts full
         details of the amounts of such  deferred  Taxation must be disclosed in
         the Disclosure Letter.

2.6      Book debts
         ----------
2.6.l    No  part  of the  amounts  included  in the  Accounts  or  subsequently
         recorded in the books of the Company as owing by any debtor is or shall
         at the  Completion  Date be  overdue  by more than 12 weeks or has been


                                       19
<PAGE>
         released on terms that any debtor pays less than the full book value of
         his debt or has been  written  off or has  proved  to any  extent to be
         irrecoverable  or is now  regarded by the Company as  irrecoverable  in
         whole or in part.

2.6.2    All amounts due to the Company from debtors as at the  Completion  Date
         (less the amount of any  provision  or reserve  determined  on the same
         basis as that applied in the  Accounts and  disclosed in writing to the
         Purchasers)  shall be  recoverable  in full in the  ordinary  course of
         business (and in any event not later than 12 weeks after the Completion
         Date)  and none of such  debts is or  shall at the  Completion  Date be
         subject  to any  counter-claim  or set off  except to the extent of any
         such provision or reserve.

2.7      Treatment in the Accounts
         -------------------------
         There are no material  differences  between the accounting and taxation
         treatment of any item in the Accounts.

2.8      Memorandum and articles of association and statutory books
         ----------------------------------------------------------

2.8.1    The copy of the  memorandum  and articles of association of the Company
         provided by the Vendor to the Purchaser is accurate and complete in all
         respects.

2.9      Documents filed
         ---------------
2.9.l    All returns,  particulars,  resolutions  and documents  required by the
         relevant legislation to be filed with the relevant government authority
         in respect of the Company have been duly filed and were correct and due
         compliance  has been  made  with  all the  provisions  of the  relevant
         regulations and legislation and other legal  requirements in connection
         with the formation of the Company.

2.9.2    All  charges  created  by  the  Company  have  (if  appropriate)   been
         registered   in  accordance   with  the   provisions  of  the  relevant
         legislation.

3.       MATTERS SINCE THE ACCOUNTING DATE
         ---------------------------------
3.l      Since the Accounting Date:-

         3.l.l     no distribution of capital or income has been declared,  made
                   or paid or agreed or resolved to be declared, made or paid;

         3.l.2     no loans have been made by the Company and no loan capital or
                   loan has been or become liable to be repaid by the Company in
                   whole or in part;

         3.l.3     the  Company has not  borrowed,  raised or taken any money or
                   any financial facility;

         3.l.4     the  business  of the  Company  has  been  carried  on in the
                   ordinary and usual  course both as regards the nature,  scope


                                       20
<PAGE>
                   and manner of  conducting  the same and so as to maintain the
                   same as a going concern;

         3.l.5     the Company has not entered into any capital  commitments  or
                   any  transaction  or agreement  for the disposal of any asset
                   (including all forms of intellectual and industrial  property
                   rights)  or  under  which  it has  incurred  or  shall  incur
                   (otherwise  than in the ordinary and usual course of carrying
                   on  its  business)  any  liabilities   (including  contingent
                   liabilities)  nor has it disposed of or realised any material
                   assets or any interest therein;

         3.l.6     no  resolutions  have been  (whether  in  general  meeting or
                   otherwise)  passed  by the  Company  or any  class  of  their
                   respective members;

         3.l.7     nothing  has been done in the  conduct or  management  of the
                   affairs of the Company which would be likely to prejudice the
                   interests of the Purchaser as a prospective  purchaser of the
                   Shares; and

         3.l.8     no sum has been paid or voted to any director or employee (or
                   ex-director  or   ex-employee)  of  the  Company  by  way  of
                   remuneration  or otherwise in excess of the rates paid to him
                   by the  Company at the  Accounting  Date and no new  services
                   agreements have been made by the Company.

3.2      Since the  Accounting  Date the  business  of the  Company has not been
         adversely  affected by the loss of or material reduction in orders from
         any  important  customer  or the loss of or material  reduction  in any
         source of supply or by any abnormal factor affecting similar businesses
         to a like extent and after making due and careful enquiries none of the
         Vendors is aware of any facts which are likely to give rise to any such
         adverse effect.

3.3      Since the Accounting Date there has been no material  adverse change in
         the financial  position or trading  prospects of the Company nor is any
         such material change expected.

4.       FINANCE
         -------
4.l      Bank and other borrowings
         -------------------------
4.l.l    Full details of all limits on the Company's bank  overdraft  facilities
         have  been  accurately  disclosed  in  the  Disclosure  Letter  to  the
         Purchaser.

4.l.2    The total  amount  borrowed  by the Company  from its bankers  does not
         exceed its overdraft facilities.

4.l.3    The total amount  borrowed by the Company (as  determined in accordance
         with the  provisions  of the relevant  instrument)  does not exceed any
         limitation  on  its  borrowing  power  contained  in  its  articles  of
         association or in any debenture or other deed or document  binding upon
         it.


                                       21
<PAGE>
4.l.4    The  Company  has no  outstanding  loan  capital,  nor has it agreed to
         create or issue any,  or  factored  any of its debts nor  borrowed  any
         money which it has not repaid save for  borrowings  not  exceeding  the
         amounts shown in the Accounts.

4.l.5    The Company has not since the  Accounting  Date repaid or become liable
         to repay any loan or indebtedness in advance of its stated maturity.

4.2      Loans by and debts due to the Company
         -------------------------------------
         The Company has not lent any money (including shareholders' loan) which
         has not been repaid to it, nor owns the benefit of any debt (whether or
         not due for  payment)  other  than  debts  owing to it in the  ordinary
         course  of its  business,  and the  Company  has not  made  any loan or
         quasi-loan contrary to the relevant legislation.

4.3      Liabilities
         -----------
         There are no liabilities  (including contingent  liabilities) which are
         outstanding  on the part of the  Company  other than those  liabilities
         disclosed in the Accounts or incurred in the ordinary and proper course
         of business since the Accounting Date.

4.4      Bank accounts
         -------------
4.4.l    A  statement  of the bank  accounts of the Company and of the credit or
         debit balances thereon as at a date not more than seven days before the
         date of Completion has been supplied to the Purchaser.

4.4.2    Since  such  statement  there  have  been no  payments  out of any such
         accounts  except of payments in the ordinary course of business and the
         balance  on  current  accounts  at the  Completion  Date  shall  not be
         substantially different from the balances shown on such statement.

4.5      Working capital
         ---------------
         Having  regard to existing  bank and other  facilities  the Company has
         sufficient  working  capital for the purposes of continuing to carry on
         its  business  in its  present  form  and at the  increased  levels  of
         turnover  contemplated herein following the Completion Date and for the
         purposes of executing,  carrying out and fulfilling in accordance  with
         their terms all orders,  projects and contractual obligations which are
         binding upon the Company and remain outstanding.

4.6      Continuance of facilities
         -------------------------
4.6.l    In relation to debentures,  acceptances,  credits, overdrafts, loans or
         other financial facilities outstanding or available to the Company:-

         4.6.l.l   full  details  thereof  and true and  accurate  copies of all
                   documents  relating to such facilities have been disclosed in
                   the Disclosure Letter and the enclosures thereof; and

         4.6.l.2   there has been no contravention of or non-compliance with any
                   provision of any such document.


                                       22
<PAGE>
4.7      Grants
         ------
4.7.l    Full particulars have been disclosed of all grants,  allowances,  loans
         or financial  aids of any kind applied for or received or receivable by
         the Company from any governmental department,  board, body or agency or
         any other supranational or national or local authority body or agency.

4.7.2    No act or  transaction  has been effected or omitted in  consequence of
         which:-

         4.7.2.l   the  Company  is or may  become  liable to  refund  wholly or
                   partly any of the grants, allowances,  loans or aids referred
                   to in clause 4.7.l; or

         4.7.2.2   any application made by the Company for the aforesaid grants,
                   allowance,  loans or aids shall be rejected,  deferred or not
                   accepted in full.

5.       TAXATION
         --------
5.l      Provision for Taxation
         ----------------------
         The provision for Taxation in the Accounts  shall be sufficient (on the
         basis of the law as presently  existing) to cover all Taxation assessed
         or liable to be  assessed  on the  Company or for which the Company is,
         may be or  may  become  accountable  in  respect  of  profits,  income,
         earnings,  receipts,  transfers,  events  and  transactions  up to  the
         Accounting Date.

5.2      Obligation to account
         ---------------------
         The Company has duly  complied with its  obligations  to account to the
         Commissioner  of  Inland  Revenue  and all  other  authorities  for all
         amounts  for  which  it is or may  become  accountable  in  respect  of
         Taxation.

5.3      Returns and clearances
         ----------------------
         All returns in  connection  with Taxation that should have been made by
         the Company have been made and have been made correctly and on a proper
         basis making full disclosure of all matters  relevant to the assessment
         of the Company's liability to Taxation.  No such return is likely to be
         disputed  and there  are no facts  known or which  would on  reasonable
         enquiry be known to the Company, its Directors or the Vendors which may
         give  rise to any  dispute  or to any  claim  for any  Taxation  or the
         deprivation  of any relief or advantage  that might have been available
         to the Company under any relevant legislation.

5.4      Disclosure
         ----------
         There are no  assessments  or charges to  Taxation  against the Company
         which  are  the  subject  of any  present  dispute  with  the  relevant
         government tax authority or any relevant  statutory  authority  whether
         such amounts of Taxation have been paid or not and  regardless of which
         form such dispute is being or is to be heard.


                                       23
<PAGE>
6.       ASSETS
         ------
6.l      Ownership of Assets
         -------------------
6.l.l    The  Company  was at the  Accounting  Date  the  owner  with  good  and
         marketable  title of all the assets included in the Accounts and now so
         owns and has in its  possession  and under its  control all such assets
         (save for  current  assets  subsequently  disposed  of in the  ordinary
         course of its business).  Save as disclosed in the  Disclosure  Letter,
         all the existing  assets and assets  acquired by the Company  after the
         Accounting Date are free from any charge,  lien,  encumbrance or equity
         and no other person has or claims any rights in relation to any of such
         assets.

6.l.2    The fixed and loose plant, machinery, furniture, fixtures, fittings and
         equipment,  vehicles and other movable  assets used in connection  with
         the business of the Company are in the  possession  and control and are
         the sole and  absolute  property of the  Company  free from any charge,
         lien,  encumbrance,  hire  purchase,  leasing  or rental  agreement  or
         agreement for payment on deferred terms or bill of sale and are in good
         repair and  condition and  satisfactory  working order and comprise all
         assets necessary for the continuation of the business of the Company as
         carried on at the Completion Date.

6.2      Stocks
         ------
6.2.l    The stocks of raw materials, packaging materials and finished goods now
         held are not  excessive  and are  adequate  in  relation to the current
         business  requirements  of the business of the Company and none of such
         stock  is  obsolete,  unusable,  unmarketable  or  inappropriate  or of
         limited value in relation to the current business of the Company and no
         contracts are  outstanding  which are likely to result in the foregoing
         not being true.

6.2.2    The  stock-in-trade  of the Company is in good condition and is capable
         of being sold by the Company in the ordinary  course of its business in
         accordance with the current price list without rebate or allowance to a
         purchaser.

6.3      Retention of title
         ------------------
         The Company has not  purchased or agreed to purchase any stock,  goods,
         materials or assets on terms that property  therein does not pass until
         full payment is made or all indebtedness discharged.

6.5      Insurance
         ---------
6.5.1    The  Company is fully  covered by valid  insurances  against  all risks
         normally  insured  against by persons  carrying on the same business as
         that  carried on by the  Company and in  particular  all assets are and
         have at all  material  times been  insured to the full  replacement  or
         reinstatement  value  thereof  against  fire  and such  other  risks as
         aforesaid  and  the  Company  is and  has at all  material  times  been
         adequately covered against accident,  damage,  injury, third party loss
         (including product liability), loss of profits and other risks normally
         insured  against  by  persons  carrying  on the same  business  as that
         carried on by the Company.
                                       24
<PAGE>
6.5.2    Full  particulars  have been disclosed of all such insurances and there
         are no  outstanding  claims or  circumstances  likely to give rise to a
         claim  thereunder and nothing has been done or omitted to be done which
         has made or could  make any policy of  insurance  void or  voidable  or
         whereby the premium is likely to be increased.

6.5.3    None of the  policies  are subject to any  special or unusual  terms or
         restrictions  or to the  payment of any premium in excess of the normal
         rate.

7.       INTELLECTUAL PROPERTY
         ---------------------
7.1      The Company is entitled to carry on its present  business in the manner
         in which it is presently  carried on and such  business does not and is
         not likely to infringe or  conflict  with any right (and in  particular
         any industrial or intellectual property right) of any other person.

7.2      All  trademarks,   patents,   designs,  business  names,  trade  names,
         copyright,  know-how  and  other  similar  industrial,   commercial  or
         intellectual rights used by the Company in connection with its business
         have  been  disclosed  in the  Disclosure  Letter  and are in the  sole
         beneficial ownership of the Company and to the extent to which the same
         are capable of  registration  are registered in the name of the Company
         as sole  proprietor and are valid and  enforceable  and none of them is
         being used,  claimed,  opposed or attacked by any other  person nor has
         anything  been done or omitted  whereby they or any of them might cease
         to be valid and  enforceable or used,  claimed,  opposed or attacked as
         aforesaid.

7.3      No licence or other  authority has been granted or agreed to be granted
         by the  Company to any  person to use in any  manner or to do  anything
         which would or might  otherwise  infringe any of the rights referred to
         (specifically  or in general  terms) in clause 7.2 and the  Company has
         not permitted to be disclosed or agreed to disclose to any person other
         the  Purchaser  any  of  its  know-how,  trade  secrets,   confidential
         information, technical processes or lists of customers or suppliers.

7.4      All licences and  authorities  from any other person under which any of
         the rights referred to (specifically or in general terms) in clause 7.2
         are  used by the  Company  and are in full  force  and  effect  and the
         Vendors  are not aware of any  breach by the  Company  of the terms and
         conditions  of any such licence or  authority  or of any  circumstances
         whereby the same may be prematurely terminated or rescinded.

7.5      There is no  infringement  of any  Intellectual  Property Rights in the
         operation  of  any  business  of  the  Company  and  all  products  and
         properties  of  the  Company  are  not  subject  to any  third  party's
         Intellectual Properties Rights.

8.       COMMITMENTS AND CONTRACTS
         -------------------------
8.1      The Company is not a party to or subject to any liability  (existing or
         contingent)  under any contract or arrangement  not entered into in the
         ordinary and usual course of business or any contract or arrangement of
         an  unusual,  onerous  or long term  nature or which is not of an arms'
         length nature.

                                       25
<PAGE>
8.2      All contracts for the purchase by the Company of raw  materials,  goods
         or  services  or for the supply of goods or services by the Company are
         on a formal arms' length basis.

8.3      All  obligations  of the  Company to buy foreign  exchange  are against
         known  commitments  to pay for  stock  to be  imported  and paid for in
         foreign  currency  and any  forward  sales of foreign  currency  by the
         Company are against  known  receipts of the currency to be sold and the
         Company has no commitments in foreign exchange which are not covered by
         a forward purchase or sale as appropriate of the relevant currency.

8.4      The Company is not and has not agreed to become bound by any debenture,
         guarantee or contract of indemnity or  suretyship  and there is not now
         outstanding any guarantee or contract for indemnity or suretyship given
         for the accommodation of or in respect of any obligation on the part of
         the Company.

8.5      The Company has not given any power of attorney which remains in force.

8.6      The Company has not  entered  into or agreed to enter not any  selling,
         purchasing,  manufacturing or licensing agreement or arrangement or any
         agreement or arrangement  which in any way restricts the freedom of the
         Company to carry on its business or any part thereof in any part of the
         world in such manner as it thinks fit.

8.7      The Company does not owe any debts or other monies to the Vendor or any
         of the  Directors  or any  person  connected  with  the  Vendor  or the
         Directors or any of them respectively.

9.       EMPLOYMENT
         ----------
9.1      Employment and terms of employment
         ----------------------------------
9.1.1    Full particulars of the identities, dates of commencement of employment
         or appointments to office and terms and conditions of employment of all
         the employees and officers of the Company including without  limitation
         profit   sharing   schemes  or   commission  or   discretionary   bonus
         arrangements have been fully and accurately disclosed in the Disclosure
         Letter to the Purchaser.

9.1.2    There are no  agreements or other  arrangements  whether or not legally
         binding  between  the  Company  and  any  trade  union  or  other  body
         representing its employees.

9.2      Bonus schemes
         -------------
         Save as  disclose  in the  Disclosure  Letter,  there are no schemes in
         operation by or in relation to the Company  whereunder  any employee of
         the Company is entitled to a  commission  or  remuneration  of any sort
         calculated by reference to the whole or part of the turnover profits or
         sales of the Company.

9.3      Changes in remuneration
         -----------------------
9.3.1    Since the date of the Disclosure Letter:-


                                       26
<PAGE>
         9.3.1.1   no change  has been made in the rate of  remuneration  or the
                   emoluments or pension benefits of any officer,  ex-officer or
                   senior  executive of the Company (a senior  executive being a
                   person in receipt of  remuneration  in excess of  HK$5,000.00
                   per annum);

         9.3.1.2   no change  has been made in the  terms of  employment  of any
                   such officer or senior executive; and

         9.3.1.3   no  additional   officers  or  senior  executives  have  been
                   appointed.

9.3.2    The Company is not bound or  accustomed to pay any monies other than in
         respect of remuneration or emoluments of employment or pension benefits
         to or for the benefit of any officer or  employee of the  Company.

9.4      Termination of contracts of employment
         --------------------------------------
9.4.1    All subsisting contracts of service to which the Company is a party are
         determinable on 12 months' notice or less without compensation.

9.4.2    No senior  executive  of the  Company and no officer of the Company has
         given or received notice terminating his employment except as expressly
         contemplated in this Agreement and no such executive or officer will be
         entitled  to give such  notice as a result  of the  provisions  of this
         Agreement.

9.5      Industrial disputes and employee claims
         ---------------------------------------
9.5.1    Neither the Company nor its  employees  are involved in any  industrial
         dispute  and there  are no facts  known or which  should on  reasonable
         enquiry be known to the  Company,  its  Directors  or the Vendor  which
         might suggest that there may be any such industrial dispute or that any
         of the  provisions of this  Agreement  may lead to any such  industrial
         dispute.

9.5.2    There is no outstanding  claim against the Company by any person who is
         now or has been an officer or  employee  of the  Company or any dispute
         between the Company and a material number or class of its employees.

9.6      Redundancies
         ------------
         No employee of the Company shall become  redundant and be entitled to a
         redundancy payment as a result of any provision of this Agreement.

9.7      Pensions
         --------
9.7.1    Other than  required by the  relevant  legislations  the Company is not
         under  any legal or moral  liability  or  obligation  or a party to any
         ex-gratia   arrangement   or  promise  to  pay  pensions,   gratuities,
         superannuation  allowances  or the like to any of its  past or  present
         officers or employees or their dependents.

9.7.2    Full particulars of the Company's retirement benefits scheme ("Scheme")
         have  been  disclosed  in  the  Disclosure   Letter  including  without


                                       27
<PAGE>
         limitation  true  copies of the trust  deeds and the  latest  actuarial
         report  and  full  and  accurate  particulars  of  the  assets  funding
         arrangements, rules and current membership.

9.7.3    The assets,  investments or policies held by the trustees of the Scheme
         are sufficient to satisfy the liabilities and obligations (both current
         and  contingent)  which  the  Scheme  owes to its  members  at the date
         hereof.

10.      LITIGATION, DISPUTES AND WINDING-UP
         -----------------------------------
10.1     Claims
         ------
         There are no  outstanding  claims  against  the  Company  in respect of
         defects in quality or delays in delivery or  completion of contracts or
         deficiencies  design or performance of equipment or otherwise  relating
         to  liability  for goods or services  supplied or to be supplied by the
         Company  and no such  claims  are  threatened  or  anticipated  and the
         Company has not given otherwise than in the ordinary course of business
         any guarantee or warranty in relation to any goods or services supplied
         or to be supplied by the Company.

10.2     Litigation
         ----------
10.2.1   The Company is not engaged in any litigation or arbitration proceedings
         as  plaintiff  or  defendant;  there  are  no  proceedings  pending  or
         threatened   either  by  or  against  the  Company  and  there  are  no
         circumstances which are or may be likely to give rise to any litigation
         or arbitration.

10.2.2   There is no dispute with any revenue or other  official  department  in
         Shanghai  or  elsewhere  in  relation to the affairs of the Company and
         there are no facts which may give rise to any dispute.

10.2.3   No order has been made or petition  presented or resolution  passed for
         the winding up of the Company nor has any distress,  execution or other
         process   been  levied  in  respect  of  the  Company   which   remains
         undischarged  nor is there any unfulfilled or unsatisfied  judgement or
         court order outstanding against the Company.

10.3     Compliance with legislation
         ---------------------------
10.3.1   Neither the Company nor its officers,  agents or employees  (during the
         course of their duties to the  Company) has  committed or omitted to do
         any act or thing the  commission or omission of which is or could be in
         contravention  of any  applicable  laws  and  regulations  (whether  of
         Shanghai  or  elsewhere)  giving  rise to any  fine,  penalty,  default
         proceedings or other liability on its part.

10.3.2   The  Company  has  conducted  and is  conducting  its  business  in all
         respects in accordance with all applicable laws and regulations whether
         of Shanghai or elsewhere.

10.4     Documents stamped
         -----------------


                                       28
<PAGE>
         All documents  which in any way affect the right,  title or interest of
         the Company in or to any of its property,  undertaking  or assets or to
         which the  Company  is a party and which  attract  stamp duty have been
         duly stamped within the requisite period for stamping.

10.5     Business names
         --------------
         The  Company  does not use a name for any  purpose  other than its full
         corporate name.]

10.8     Powers of attorney and authorities
         ----------------------------------
10.8.1   There are not in force any powers of attorney given by the Company.

10.8.2   There are not outstanding any authorities whether express or implied by
         which any person may enter into any contract (other than the Agreement)
         or commitment to do anything on behalf of the Company.

10.9     Licences and consents
         ---------------------
10.9.1   The Company has obtained all  necessary  licences and consents from any
         person, authority or body for the proper operation of its business.

10.9.2   The Company is not in breach of any of the terms or  conditions  of any
         such licences or consents  which are all valid and subsisting and there
         are no factors  that might in any way  prejudice  the  continuation  or
         renewal of any of them.

11.      CAPITAL OF THE COMPANY
         ----------------------
11.1     The registered capital of the Company is as set out in Schedule 1.

11.2     The registered capital has been fully paid and the capital  examination
         procedures have been completed.

11.3     There is not now any loan  capital of the  Company  nor any  agreement,
         arrangement  or option  under  which any  person may now or at any time
         hereafter call for the creation,  allotment, issue, sale or transfer of
         any loan or share  capital  of the  Company  or require to be put under
         option any loan or share capital of the Company.

11.4     The Company:-

         11.4.1    is not the holder or  beneficial  owner of and has not agreed
                   to acquire any share or loan capital of any other  company or
                   corporation (whether  incorporated in Shanghai or elsewhere);
                   and

         11.4.2    has  neither  a branch  outside  Shanghai  nor any  permanent
                   establishment outside Shanghai.

12.      OTHER OPERATIONS
         ----------------
12.1     The Company  does not have and has never had any  interest in or agreed
         to enter into any  partnership,  consortium,  joint  venture or similar
         arrangement with any other entity save as disclosed in this Agreement.

                                       29
<PAGE>
13.      RECITALS, SCHEDULES AND DISCLOSURES
         -----------------------------------
         The  information  and  circumstances  relating to the Company which are
         known or ought on  reasonable  enquiry  to be known to the  Vendor  and
         which are material to be known by the  Purchaser  have been  accurately
         and completely disclosed in [the Disclosure Letter and] the recitals to
         the  Agreement  the  contents  of all the  schedules  and  all  matters
         disclosed in the Disclosure  Letter and other  information  relating to
         the Company given by the Vendor or their  accountants  to the Purchaser
         are  accurate  and  complete  in every  respect and there is no fact or
         matter  undisclosed  which  renders  any such  matters  or  information
         untrue, incomplete or misleading.

14.      EFFECT OF AGREEMENT
         -------------------
14.1     No person is entitled to receive  from the  Company any  finder's  fee,
         brokerage or commission  in  connection  with the sale of the Shares to
         the Purchaser.

14.2     There are no contracts  or  arrangements  (whether  written or oral) to
         which the Company is a party which shall by their terms be determinable
         as a result of the  provisions of this  Agreement or which shall or may
         be determined by performance or Completion of this Agreement.

14.3     The execution and delivery of this  Agreement  and the  fulfilment  and
         performance of the  compliance  with the terms thereof by the Vendor do
         not and shall not:-

         14.3.1    conflict  with,  violate or result in a breach by the Company
                   or the Vendor of the terms, provisions or conditions of:-

                   14.3.1.1  any agreement,

                   14.3.1.2  any  law,   undertaking  to  or  judgement   order,
                             injunction or decree of any court, or

                   14.3.1.3  the  memorandum  and articles of association of the
                             Company;

         14.3.2    relieve any person of any contractual or other  obligation to
                   the  Company or  entitle  any  person to  terminate  any such
                   obligation;

         14.3.3    terminate or make subject to termination or adversely  affect
                   from the Company's point of view the enjoyment of any present
                   or future benefit or privilege;

         14.3.4    result in any customer or supplier of the Company  ceasing to
                   deal or substantially reducing the level of his dealings with
                   the Company;

         14.3.5    result in any  indebtedness  present or future of the Company
                   becoming  due or capable of being  declared  due and  payable
                   prior to the stated maturity date; or



                                       30
<PAGE>
         14.3.6    give  rise to any  contractual  or  other  obligation  of the
                   Company to any person or  entitle  any person to require  the
                   performance of or compliance with any existing contractual or
                   other obligation of the Company.





















































                                       31
<PAGE>
                                   SCHEDULE 3

                             Completion Requirements

On the Completion  Date,  the Vendor and the Purchaser  shall have the following
obligations:


1.       Tax Deed of Indemnity
         ---------------------
         Each  party  to this  Agreement  shall  cause  to be  executed  the Tax
         Indemnity Deed in substantially the form specified in Schedule 4.

2.       Obligations of the Vendor
         -------------------------
2.1      The  Vendor  shall  hand  to or to  the  order  of  the  Purchaser  the
         following:

         (a)  the statutory books and record duly made up to the Completion Date
              and  common   seal(s)  and  chops  of  the  Company  and  all  its
              subsidiaries;

         (b)  the written  resignations  of all the  directors of the Company in
              which the relevant  director shall  acknowledge that he/she has no
              claim  or  right  of  action  against  the  Company  or  any of it
              subsidiaries for  compensation for loss of office,  termination of
              employment or otherwise;

         (c)  documents  to  the  reasonable   satisfaction   of  the  Purchaser
              evidencing  that the Company has been duly  established  under the
              PRC law and is wholly owned by the Company;

         (d)  an assignment or other  document in the agreed form duly signed by
              the Vendor  transferring the  Intellectual  Property Rights of the
              Metastock Project to the Purchaser;

2.2      The Vendor shall procure that a board meeting of the Company be held at
         which:

         (a)  it shall be  resolved  that the  transfer  of Sale  Shares and the
              adoption of the  Amended  and Revised  Articles be approved as the
              Purchaser may direct;

         (b)  nominees  of  the  Purchaser  be  appointed  as  directors  of the
              Company.

3.       Obligations of the Purchaser
         ----------------------------
3.1      The  Purchaser  shall  procure that a board meeting of the Purchaser be
         held at which a resolution approving the allotment of the Consideration
         Shares to the Vendor pursuant to the terms of this Agreement be passed.

3.2      The Purchaser shall deliver or cause to be delivered to the Vendor:

         (a)  the share  certificates  in respect of the  Consideration  Shares,
              issued in the name of the  Vendor or as it may  direct in  writing

                                       32
<PAGE>
              prior to Completion  and a certified  true copy of the register of
              members of the  Purchaser  showing the  Vendor's  ownership of the
              Consideration Shares; and

         (b)  certified  true copy of the  written  resolutions  of the board of
              directors or  shareholders  of the  Purchaser  (i)  approving  the
              purchase of the Sale Shares,  (ii) the issue and  allotment of the
              Consideration  Shares  and all  terms  in this  Agreement  and the
              implementation  thereof; and (iii) the appointment of one director
              nominated  by  the  Vendor  to  the  board  of  directors  of  the
              Purchaser.














































                                       33
<PAGE>
                                   SCHEDULE 4

                               Tax Indemnity Deed


THIS DEED is made the       day of                   2003.

BETWEEN

(l)      Hopeful Internet  Technologies  Limited, a company  incorporated in the
         British Virgin Islands whose registered address is [                  ]
         business  address is Suite B,  19/F.,  Ritz  Plaza,  122  Austin  Road,
         Tsimshatsui, Hong Kong (the "Vendor"); and

(2)      Genius Technology  International  Limited, a company incorporated under
         the laws of Hong Kong whose registered office is situate at 19th Floor,
         Wing  On  House,  No.  71  Des  Voeux  Road  Central,  Hong  Kong  (the
         "Purchaser"); and

(3)      Shanghai   Sinobull   Information   Corporation   Limited,   a  company
         incorporated  in Shanghai whose  registered  office is situate at 1403,
         200 Ninghai Dong Road, Shanghai, PRC (the "Company").

WHEREAS  pursuant to an agreement for the sale and purchase of equity capital in
         the  Company  dated  [o],  the  Vendor  and the  Purchaser  have  today
         completed  the sale and purchase of all the  registered  capital of the
         Company in reliance  (inter alia) upon the undertaking of the Vendor to
         enter into this deed and upon the indemnities by the Vendor hereinafter
         contained.

NOW      THIS  DEED  made  in  pursuance  of the  aforesaid  undertaking  and in
         consideration  of  the  aforesaid  purchase  of  shares  WITNESSETH  as
         follows:-

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         "Accounts"           means  the  audited  management  accounts  of  the
                              Company  comprising  the  balance  sheet as at the
                              Management  Accounting  Date,  the profit and loss
                              account for the  twelve-month  period ended on the
                              Management Accounting Date and the notes thereto;

         "Agreement"          means the  agreement  for the sale and purchase of
                              the Sale Shares  dated [o] under which the Vendors
                              agreed  to  sell  and  the  Purchaser   agreed  to
                              purchase the entire equity capital of the Company;

         "Claim for Taxation" includes:-

                              (1) any notice, demand, assessment letter or other
                                  document  issued  or  action  taken  by  or on
                                  behalf of the relevant tax  authorities in the
                                  PRC or any  other  statutory  or  governmental


                                       34
<PAGE>
                                  authority  or body  whatsoever  in any part of
                                  the world  whereby it appears that the Company
                                  is or may be liable to make any payment of any
                                  Taxation  whether or not the same is primarily
                                  payable by the  Company and whether or not the
                                  Company   has  or  may  have   any   right  of
                                  reimbursement;

                              (2) the loss or  counteracting  or clawing back of
                                  any Relief  which  would  otherwise  have been
                                  available to the Company; and

                              (3) the nullifying or cancellation or set-off of a
                                  right to  repayment  of  Taxation  which would
                                  have been available to the Company;

         "Completion"         means the  completion  of the sale and purchase of
                              the Sale Shares pursuant to the Agreement;

         "Final Determination"in relation to a Claim for Taxation where there is
                              an appeal against that assessment, means:-

                              (1) an agreement under section 64(3) of the Inland
                                  Revenue  Ordinance  (Cap.  112 of the  Laws of
                                  Hong  Kong)  or  any   legislative   provision
                                  corresponding to that section; or

                              (2) a decision of a court or  tribunal  from which
                                  either no appeal  lies or in  respect of which
                                  no appeal is made within the  prescribed  time
                                  limit;

         "Indemnified Person" means the  Purchaser  and the  Company,  and their
                              respective successors and assigns;

         "Liability to
         Taxation"            means any  liability  to make a payment in respect
                              of Taxation;

         "Management
         Accounting Date"     Means [31 December 2002];

         "Relief"             includes any relief, allowance, exemption, set-off
                              or  deduction  in  computing  or against  profits,
                              income  or  gains of any  description  or from any
                              source or credit against Taxation;

         "Sale Shares"        means  all  the  equity  capital  of  the  Company
                              registered   in  the   name  of  and   legal   and
                              beneficially  owned by the Vendor  which have been
                              or are to be sold to the Purchaser pursuant to the
                              Agreement; and

         "Taxation"           means and includes all forms of tax,  rate,  levy,
                              duty,   charge,    impost,   fee,   deduction   or


                                       35
<PAGE>
                              withholding   of  any  nature  now  or   hereafter
                              imposed, levied,  collected,  withheld or assessed
                              by any  taxing or other  authority  in any part of
                              the  world / the PRC and  includes  any  interest,
                              additional tax, penalty or other charge payable or
                              claimed in respect thereof.

  1.2    Interpretation

         In this Deed unless the context otherwise requires all expressions used
         in the  Agreement  shall  have the same  meanings  in this Deed and the
         definitions  and  interpretation  contained in the  Agreement  shall be
         deemed to be incorporated herein.

  1.3    Headings

         The headings  contained in this Deed are for convenience only and shall
         have no legal  effect  nor  shall  they  affect  the  construction  and
         interpretation of this Deed.

  2.     INDEMNITY

  2.1    Subject as  hereinafter  provided the Vendor  hereby  covenant with the
         Purchaser  (for  itself and for its  successors  and  assigns)  and the
         Company  (for itself and for its  successors  and  assignors)  and as a
         separate  covenant  with  the  each of them  that  the  Vendor  and its
         respective representatives will indemnify the Purchaser and the Company
         and keep the  Purchaser  and the Company  indemnified  against any loss
         arising  from time to time from a Claim for Taxation  which  imposes or
         seeks to impose on the Company  and/or the  Purchaser  a  Liability  to
         Taxation as a  consequence  of any one or more events  occurring  on or
         before  Completion  and  (without  prejudice to the  generality  of the
         foregoing) against:-

         (a)  the amount of any settlement of a Claim for Taxation;

         (b)  any depletion of or  diminution in the net tangible  assets or any
              increase  in the amount of the net  liabilities  of the Company or
              any loss by the Company of any benefit or advantage  subsisting or
              which might reasonably have been supposed to subsist at Completion
              and  arising by reason of or in  consequence  of or in  connection
              with any Liability to Taxation;

         (c)  the costs and expenses from time to time  reasonably  and properly
              incurred  by the  Company in  relation  to any  demands,  actions,
              proceedings  and claims in respect of  Liability  to  Taxation  or
              Claim for Taxation; and

         (d)  estate duty in respect of the death  (whether  before or after) of
              any person  whereby a liability in respect of estate duty may fall
              on the  Company by reason of any  transfer  of  property  or other
              circumstances occurring prior to or at Completion.

  2.2    No  delay  or  omission  on the part of an  Indemnified  Person  in the
         exercise of any right,  power or privilege  hereunder shall impair such


                                       36
<PAGE>
         right,  power or privilege or be construed as a waiver  thereof and any
         single or partial exercise of any such right,  power or privilege shall
         not preclude the further exercise of that or any other right,  power or
         privilege.

  2.3    All sums  payable by the  Vendor to the  Purchaser  and/or the  Company
         and/or any of their respective successors or assigns hereunder shall be
         paid  insofar  as is  lawful  free  and  clear  of all  deductions  and
         withholdings   whatsoever   and  in  the  event  that  a  deduction  or
         withholding  is  lawfully  made the Vendor  shall pay such  greater sum
         which after any lawful deduction or withholding  therefrom results in a
         net payment equal to the amount due under the indemnity provided for in
         Clause 2.1.

  2.4    If a sum  payable  by the Vendor  hereunder  attracts  a  Liability  to
         Taxation  (or  would  have  done so but for  the  availability  of some
         Relief) then the Vendor  shall pay such further  amount so that the net
         receipts of the Company after  Taxation in respect of the payment shall
         be as if the  payment  were not subject to Taxation in the hands of the
         Company.

  2.5    The  Vendor  shall  be  liable  under  the   indemnity  in  Clause  2.1
         notwithstanding  any  Reliefs,  rights or  repayment or other rights or
         claims  of a  similar  nature  which  may be  available  to any  person
         entitled to the benefit of such  indemnity  to set against or otherwise
         mitigate any liability  arising from any Claim for Taxation so that the
         indemnity  in Clause 2.1 shall take  effect as though no such  Reliefs,
         rights or repayment or other rights or claims were available.

  3.     LIMITATION OF LIABILITY

  3.1    The Vendor shall not incur liability under the indemnities hereinbefore
         contained  by reason of a Liability  to Taxation or Claim for  Taxation
         imposed on the Company and/or the Purchaser:-

         (a)  to the extent that full  provision  or reserve in respect  thereof
              was specifically made in the Accounts;

         (b)  to the extent that the Liability to Taxation or Claim for Taxation
              arises or is  increased  as a result only of any increase in rates
              of Taxation made after Completion with retrospective effect;

         (c)  to the extent that the  liability to make such  payment  would not
              have  arisen but for a  voluntary  act,  transaction  or  omission
              carried out (other than pursuant to a legally  binding  commitment
              created on or before  Completion) by the Company after  Completion
              and otherwise than in the ordinary course of business; and

         (d)  to the  extent  that the  liability  to make  such  payment  is in
              respect of  Taxation  for which the  Company is  primarily  liable
              arising  as a result of  transactions  carried  out by them in the
              ordinary course of business after Completion.

4.       NOTICE OF CLAIMS

         If the Purchaser and/or the Company shall become aware of any Claim for

                                       37
<PAGE>
         Taxation  relevant  for the  purposes  of this Deed it shall as soon as
         reasonable  and  practicable  give written notice thereof to the Vendor
         and shall (if the Vendor  shall  indemnify  and  secure  the  Purchaser
         and/or the Company as the case may be to their reasonable  satisfaction
         against all losses,  costs,  damages,  charges and  expenses  including
         interest,  fines,  penalties  and  interest on overdue tax which may be
         incurred  hereby)  take  such  action  and give  such  information  and
         assistance in connection  with the affairs of the Company as the Vendor
         may reasonably and promptly by written notice request to avoid, resist,
         appeal  or  compromise  such  Claim  for  Taxation  PROVIDED  THAT  the
         Purchaser  and the Company  shall not be obliged to appeal  against any
         Claim for  Taxation  made on them if after the Vendors  have been given
         written  notice of such claim  pursuant  hereto they have not within 15
         days thereafter  received from the Vendor instructions in writing to do
         so and PROVIDED  FURTHER THAT in the final event any action taken shall
         be at the  discretion  of the Purchaser or the Company (as the case may
         be)  and  shall  not  interfere  with  the  ordinary  course  of  their
         businesses  and/or which in their opinions is likely to prejudice their
         businesses and/or their relationships with the relevant taxing,  fiscal
         or other appropriate authority.

5.       ASSIGNMENT

         The whole of or any part of the benefit of this Deed may be assigned by
         the Purchaser or the Company to the extent that the  indemnities  given
         by this Deed shall enure to the benefit of such party's  successors and
         assigns.

6.       NOTICES

6.1      Delivery

         All notices,  demands or other  communications which are required to be
         given under this Deed shall be in writing in English and sent to:

         (a)  in the case of the Vendor:

                  Address          : Suite B, 19/F, Ritz Plaza, 122 Austin Road,
                                     Tsimshatsui, Hong Kong
                  Facsimile number : [                                   ]
                  Attention        : Mr David Chen


         (b)      in the case of the Purchaser:

                  Genius Technology International Limited
                  Address          : 19/F, Wing On House,
                                     71 Des Voeux Road Central, Hong Kong
                  Facsimile number : (852) 28106070
                  Attention        : Mr Rankine Yeung

         (c)      in the case of the Company:

                  Address          : [                                 ]
                  Facsimile number : [                                 ]
                  Attention        : [                                 ]

                                       38
<PAGE>
         or to  such  other  address  or  facsimile  number  or  marked  for the
         attention of such other person as the recipient may designate by notice
         given in accordance with the provisions of this Clause 6.

6.2      Receipt

         Any such notice may be delivered  personally or by prepaid post or sent
         by facsimile  transmission and shall be deemed to have been effectively
         served:

         (a)  on the day of receipt,  where any personally  delivered  letter or
              facsimile message is received on any Business Day before or during
              normal working hours;

         (b)  on the following  Business  Day,  where any  personally  delivered
              letter or facsimile message is received either on any Business Day
              after normal  working  hours or on any day which is not a Business
              Day;

         (c)  on the third  Business  Day  following  the day of  posting,  upon
              despatch from within Hong Kong of any posted letter to the address
              of a recipient in Hong Kong, unless actually received sooner; or

         (d)  on the seventh  Business Day  following  the day of posting,  upon
              despatch from within Hong Kong of any posted letter to the address
              of  an  overseas  recipient  (and  vice-versa),   unless  actually
              received sooner.

6.4      Nothing in this Clause 6 shall preclude the service of communication or
         the proof of such service by any other mode permitted by law.

7.       GOVERNING LAW

7.1      This Deed shall be governed by and  construed  in  accordance  with the
         laws of Hong Kong.

7.2      Each party irrevocably and unconditionally submits to the non-exclusive
         jurisdiction of the courts of Hong Kong and courts of appeal from them.
         Each party waives any right it has to object to an action being brought
         in those  courts,  to claim  that the  action  has been  brought  in an
         inconvenient  forum,  or  to  claim  that  those  courts  do  not  have
         jurisdiction.

8.       PROCESS AGENT

8.1      The Vendor  hereby  irrevocably  appoints  [o] of  [address] as its/his
         process  agent to receive on its/his  behalf  service of process in any
         proceedings in Hong Kong with respect to this Agreement.  Service shall
         be deemed  completed  on  delivery  to such  process  agent for  Vendor
         (whether  or not  such  service  is  forwarded  to or  received  by the
         Vendors).

8.2      The Company hereby  irrevocably  appoints [o] of [address] in Hong Kong
         as its process agent to receive on its behalf service of process in any
         proceedings in Hong Kong with respect to this Agreement.  Service shall


                                       39
<PAGE>
         be deemed  completed on delivery to such process  agent for the Company
         (whether  or not  such  service  is  forwarded  to or  received  by the
         Company).

8.3      If for any reason the process agent for Vendor or the process agent for
         the Company ceases or fails to act as process agent, the Vendors or the
         Company  (as the  case  may  be)  agree  to  appoint  their  respective
         substitute  process agent acceptable to other parties and to deliver to
         other parties proof of the newly appointed  process agent's  acceptance
         of such appointment within 7 calendar days.


IN  WITNESS  whereof  this Deed has been duly  executed  the day and year  first
before written.


The Vendor

SEALED with THE SEAL of                     )
Hopeful Internet Technologies Limited       )
and SIGNED by                               )
                                            )
in the presence of :                        )





The Purchaser

SIGNED by                                   )
for and on behalf of                        )
Genius Technology International Limited     )
in the presence of:                         )





The Company

SIGNED by                                   )
for and on behalf of                        )
Shanghai Sinobull Information               )
Corporation Limited                         )
in the presence of:                         )











                                       40
<PAGE>
                                   SCHEDULE 5
                                   ----------
                         (Particulars of the Purchaser)
                         ------------------------------

1.  Name :                     Genius Technology International Limited

2.  Place of Incorporation :   Hong Kong

3.  Company No :               678874

4.  Date of Incorporation :    14 June 1999

5.  Share Capital :            HK$6,000,000  divided into  600,000,000  ordinary
                               shares of HK$0.01 each

6.  Number of Issued Shares :  279,999,999 ordinary shares of HK$0.01 each

7.  Shareholders and number of Shares held :

         (a)  Illumination  International  Limited  holds  167,199,999  ordinary
              shares of HK$0.01 each;
         (b)  Twin Tiger Limited  holds  52,800,000  ordinary  shares of HK$0.01
              each;
         (c)  Kingsway  Electronic  Services Limited holds  15,000,000  ordinary
              shares of HK$0.01 each;
         (d)  Hu Qing Shan holds 9,000,000 ordinary shares of HK$0.01 each;
         (e)  Gong Hui holds 12,150,000 ordinary shares of HK$0.01 each
         (f)  Wang Tong Feng holds  11,250,000  ordinary shares of HK$0.01 each;
              and
         (g)  Hu Ying holds 12,600,000 ordinary shares of HK$0.01 each






















                                       41