AGREEMENT



                                     BETWEEN



                          SHANGHAI CRC TELECOM CO., LTD

                                       AND

                               ASIA PAYMENTS INC.


<PAGE>
THIS AGREEMENT ("AGREEMENT") IS MADE ON THE SEPTEMBER 22, 2004

BETWEEN:

(1)  SHANGHAI  CRC  TELECOM  CO., LTD of 7F, 88 Hua Yan Rd, Shanghai 200083, The
     People's  Republic  of  China  (hereafter  referred  to  as  "SCRC")

     SCRC  is  a  subsidiary  of  China  Sino-Railcom Corporation and a licensed
     Telecommunication  and  added  value  services  provider  in  China.

(2)  ASIA  PAYMENTS,  INC.  a  Delaware  corporation  with  its principal office
     located  at  704  N.  King  Street  Suite 500, Wilmington, Delaware, U.S.A.
     (hereafter  referred  to  as  "APYM");

     ASIA  PAYMENTS  INC.  is a company incorporated in the United States and is
     engaged  in  providing  credit  card processing system services and related
     applications.  Asia  Payments Inc. is a wholly owned Delaware subsidiary of
     ASIA  PAYMENT  SYSTEMS,  INC.  (NASD OTCBB: APYM);

NOW  IT  IS  HEREBY  AGREED  AS  FOLLOWS:-

1.   JOINT  CO-OPERATION  AGREEMENT


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     The  parties  agreed  to  form a partnership in pursuing the joint business
     opportunities  in  the  China,  which  will  include but not be limited to,
     creation and implementation of an international standard file format credit
     bureau  system  for  the  purpose of gathering, storing, and selling credit
     file  data  to  clients  both  in  China  and  abroad.  The  Joint Business
     Opportunity  intends  to  provide  professional  merchant  credit  card and
     loyalty  card  processing  and  credit  bureau  services  to  merchants and
     financial  institutions  in  China.

     The  parties  agreed  that  immediately after the signing of this Agreement
     APYM  will authorize SCRC to jointly launch a Nine (9) month pilot project,
     to explore the most feasible, cost effective, and efficient business models
     for  establishment  and  launching  of  card  processing  and credit bureau
     services  for  which APYM can become the sole service provider in China and
     which  may  also  move  towards a Co-operative Joint Venture (CJV) or other
     formal  partnership  set  up.

     The  parties agree it is the common goal for the joint co-operation and the
     (CJV)  to  become the premier international payment system service provider
     in  China. The parties intend to provide international standard, individual
     and  business credit bureau files as well as payment processing services to
     government  agencies,  consumers,  merchants, and financial institutions in
     China  and  abroad.

2.   PILOT  PROJECT


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     The parties agreed, upon execution of this agreement, to conduct a Nine (9)
     month  pilot  project  based  on  the  terms  of the "Pilot Project Service
     Agreement"  (See  Appendix  A):

     The  pilot  project  is  defined  as  follows:

               a)   To create and implement an international standard individual
                    and  business  credit  reference  service platform which can
                    process  up to 1.2 million files, starting with a minimum of
                    300,000  files  for  the storage, packaging and sales to the
                    foreign  credit  agencies  and/or  financial  institutions.
                    (See  APPENDIX  B:  Pilot  Project  -  Credit  Bureau)

               b)   To  establish  "Payment  processing"  point  of  services at
                    strategic  locations to be determined by parties for payment
                    processing  and  collection  of  relevant  fees.
                    (See  APPENDIX  C:  Pilot  Project  -  Payment  Processing)

     APYM  will  provide  up  to USD 1,200,000  investment for the pilot project
     services.

     SCRC  will  provide  all  licenses  and  permits required and necessary for
     conducting  business  and services. In addition, SCRC will provide services
     to the pilot project which include, but not limited to facilities, offices,
     telecommunication  network


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     and  equipment,  technical  and  staff  support,  marketing  and  promotion
     assistance  and  other support and services where needed for implementation
     of  the  pilot  projects.

     APYM  will  provide  business  plans, operational management, project know-
     how,  technical  supervision,  staff  training,  international  standard
     technology  and  international  business  interface  file  setup  and
     implementation.

     The  parties  agree  an  initial USD 300,000 shall be funded into the pilot
     project  in  phrases as SCRC performing services as per the terms set forth
     in  "APPENDIX  A".  The  parties will review the pilot project business and
     implementation  at  the  end  of  the  Sixth  (6th) month to decide the way
     forward  for  joint  business  co-operation.

4.   CONFIDENTIALITY

     The  parties  acknowledge  that  they  may  obtain  certain  Confidential
     Information  (whether  in  documented form or otherwise) from each other in
     pursuance  of  this  Agreement,  and which information is of a commercially
     sensitive  and/or  confidential  nature.  Therefore,  the  "NON-DISCLOSURE
     AGREEMENT"  which  the parties executed on August 12th, 2004 will remain in
     full  enforce  until  further  agreement  to  be  reached.


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5.   INTELLECTUAL  PROPERTY

5.1  Neither  party assigns any of its intellectual property rights to the other
     under  this  Agreement. Any intellectual property rights in any software or
     content  developed or provided by either party remains the sole property of
     that  party.  Both  parties agree that they shall not use the other party's
     trade  marks,  service  marks,  trade  names  and/or  logos  in  any manner
     whatsoever  without  the  prior  written  consent  of  the  other  party.

5.2  It  is  further  agreed  and declared by both parties that any intellectual
     property  rights  arising out of the use of the Confidential Information or
     any  existing  intellectual property of the Disclosing Party whether by the
     Disclosing  Party  or  by  the  Recipient,  the  same shall be the absolute
     property  of  the  Disclosing  Party  and  the Recipient shall execute such
     required  documentation  and  to  do such act as reasonably required by the
     Disclosing Party to give effect to this proprietary right of the Disclosing
     Party.

6.   ASSIGNMENT.


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     Neither  party  shall  assign  this  Agreement  or any interest herein, nor
     delegate  any obligation hereunder without the prior written consent of the
     other  party.

7.   GOVERNING  LAW.

     This  Agreement,  together with its Appendix, shall be governed by the laws
     of  the  People's  Republic  of  China.  For  the  avoidance of doubt, this
     agreement  will  be  governed  throughout the entirety of this agreement by
     using  Chinese  as  a basis for determination of the intent of both parties
     and the legality of the clauses herein. Use of another language within this
     agreement  will  serve  only  as a means to facilitate understanding by all
     parties.

8.   LIMITATION  OF  LIABILITY.

     In  no  event  shall  either  party  be liable for indirect, consequential,
     incidental,  special  or punitive damages, or for loss of use, lost profits
     or  loss  of  goodwill,  whether  arising  under theories of contract, tort
     (including  negligence)  or  otherwise.  Each  party's  total  liability
     hereunder,  shall  not  in  the  aggregate  exceed  any  sums  due  or paid
     hereunder.


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9.   HEADINGS.

     The  headings  in  this letter are intended principally for convenience and
     shall  not,  by  themselves,  determine  the  rights and obligations of the
     parties  to  this  Mandate.

10.  NOTICES.

     All  notices,  requests,  demands, and other communications required by, or
     made in connection with, this agreement or the transactions contemplated by
     this  agreement,  shall be in writing and shall be deemed to have been duly
     given  on the date of delivery, if delivered in person, or three days after
     mailing  if mailed by certified or registered mail, postage prepaid, return
     receipt  requested,  addressed  as  follows:

     If  to  APYM:     c/o  Asia  Payment  Systems
                       Rm.  1011-1013,  B&H  Plaza
                       No.  27,  Industry  Ave. Shekou, Shenzhen
                       Guangdong  Province,  P.  R.  China   Post  Code:  518067
                       or  by  fax  to:
                       (86)  755  26857452

     If  to SCRC:      The address listed in this agreement or by fax to:
                       (86)  21-51027979.


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11.  SEVERABILITY.

     If  any  provision  of  this  agreement is held to be unenforceable for any
     reason,  such  provision shall be adjusted rather than voided, if possible,
     in  order  to  achieve  the  intent  of  the  parties to the maximum extent
     possible.  In  any  event,  all  other provision of this agreement shall be
     deemed  valid  and  enforceable  to  the  full  extent  possible.

12.  WAIVER.

     The  waiver  of  any  term  or condition contained in this Agreement by any
     party  shall not be construed as a waiver of a subsequent breach or failure
     of  the  same  term or condition or a waiver of any other term or condition
     contained  in  this  Agreement.

13.  ENTIRE  AGREEMENT.

     This  agreement contains all of the terms and conditions agreed upon by the
     parties  Relating  to  the  agreement  and supersedes any and all prior and
     contemporaneous  Agreement, negotiations, correspondence, understanding and
     communications  of  the  parties,  whether  oral or written, respecting the
     subject  matter  hereof  except  for the NON-DISCLOSURE AGREEMENT signed by
     Asia  Payments  Inc. and Shanghai CRC Telecommunication Co., Ltd. on August
     12th,  2004.


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<PAGE>
Signed  for  and  on  behalf  of               Signed  for  and  on  behalf  of
Shanghai  CRC  Telecom  Co.,  Ltd              Asia  Payments  Inc.



Signed:                                        Signed: /s/ Matt Mecke
Name:                                          Name: Matt  Mecke


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