MEMORANDUM OF UNDERSTANDING


                                     BETWEEN


                    BEIJING PURPLE STARS APPRAISAL CO., LTD.

                                       AND

                   ASIA PAYMENT SYSTEMS (HONG KONG) CO., LTD.


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THIS MEMORANDUM OF UNDERSTANDING ("MOU") IS MADE ON THE DECEMBER 22ND, 2004

BETWEEN:

BEIJING  PURPLE STARS APPRAISAL CO., LTD, with its principle office at Room 508,
Chang  Yuan  Tian  Di  Building  B-2,  No.  18, Suzhou Street, Haidian District,
Beijing,  China  (hereafter  referred  as  BPS)

AND

ASIA  PAYMENT  SYSTEMS  (HK) LTD. with it's principal offices at 39th Floor, One
Exchange Square, 8 Connaught Place, Central, Hong Kong (hereafter referred to as
"APAY")


WHEREAS

(1)  Beijing  Purple  Stars  Appraisal  Co.  Ltd. is an official appraisal agent
     licensed  by  the  Chinese  government to provide appraisal services to the
     municipal  government  and  to the public. In addition, BPS provides credit
     files and credit rating services to the banks and financial institutions in
     Beijing.

(2)  Asia Payment Systems (HK) Ltd. is a wholly owned subsidiary of Asia Payment
     Systems  Inc.  (NASD  OTCBB:  APYM) and is engaged in providing credit card
     processing  system  services  and  related  applications;

NOW  IT  IS  HEREBY  AGREED  AS  FOLLOWS:-


1.   INTENDED  JOINT  CO-OPERATION


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     (1)  The parties wish to record their intentions to create and implement 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,  as  the  cooperation  moves on, to provide, including but not
     limited  to,  professional merchant credit card and loyalty card processing
     services  to  merchants  and  financial  institutions  in  China.

     It  is intended that the parties will in good faith discuss the commercial,
     technical and legal issues which may arise in the parties undertaking joint
     co-operation  in  the promotion and launch of the Service to serve both the
     governmental and commercial sectors on the proposed terms and conditions to
     be  set out in a final agreement parties will reach and execute follow this
     MOU

     (2)  APAY  will provide a project plan to the Joint Working Committee which
     it  will outline the tasks to be taken by the parties during the two months
     period,  will  provide  information,  know-how,  manpower,  tools  and
     international  access which are required and necessary for the Committee to
     perform  the  project  feasibility  study  and  business  plan.

     (3)  BPS  will  provide  to  the  Joint  Working  Committee's the necessary
     facility  and support for the operation; will provide assistance and access
     to  the  related  government, banking, operation and marketing, client data
     base  as  well  as  other information which are related and inquired by the
     Joint Working Committee to ensure a successful completion of their required
     tasks.


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2.   FORMAL  AGREEMENT

     It is intended that the parties will negotiate in good faith the terms of a
     Joint  Co-operation  Agreement  between  the  parties  hereto  as  soon  as
     reasonably  practicable  and  in  any event within 45 days from the date of
     signing this MOU. If no Joint Co-operation Agreement is entered into within
     45  days  from  the  date  of  signing this MOU or no extension is filed in
     writing  by  both  parties,  this  MOU  will  automatically expire. For the
     avoidance  of  doubt,  neither party will have any claims against the other
     party  if  they  fail  to  reach an agreement or fail to enter into a Joint
     Co-operation  Agreement.

3.   SECURE  DATA  CENTRE

     It is intended that the parties will arrange for both the relevant software
     application  and the hardware to be hosted at a yet to be determined Secure
     Data  Centre.

4.   FUNDING

     The  parties  acknowledged  that the initial set up for the credit file and
     subsequent  payment processing service platform in Beijing will required up
     to  USD300,000  funding,  the  parties  further  agreed that BEIJING GLOBAL
     SYSTEM  CO.,  LTD. (Business associate to both parties) will assist APYM to
     bring  in  domestic  funds  up  to  such  amount  to  support  the  project
     development.


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5.   CONFIDENTIALITY

     The  parties  acknowledge  that  they  may  obtain  certain  Confidential
     Information  (whether  in  documented form or otherwise) from each other in
     pursuance of this MOU, and which information is of a commercially sensitive
     and/or  confidential  nature.  Therefore,  the  parties  will  sign  a
     "Non-Disclosure  Agreement"  subsequent  to  the  execution of this MOU, to
     enforce  the  agreement  of  confidentiality  amount  parties.

6.   INTELLECTUAL  PROPERTY

6.1  Neither  party assigns any of its intellectual property rights to the other
     under this MOU. Any intellectual property rights in any software or content
     developed  or  provided by a 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.

6.2  It  is  further agreed and declared by either 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.


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7.   MISCELLANEOUS

7.1  This  MOU  shall  be  construed  and  governed  by  the  laws of China.

7.2  This  MOU  supersedes  any previous agreements whether in writing or orally
     made  by  the  parties.

7.3  Neither party shall assign any of its rights or obligations under this MOU,
     except  with  the  prior  written  consent  of  the  other.

7.4  Each  party  acknowledges  that  it  has no authority to bind or commit the
     other  party to any contractual liability except as may be otherwise agreed
     in  writing.

7.5  This MOU shall not be amended and none of its provisions shall be deemed to
     have  been  waived  by  any  act  or  omission by either party except by an
     instrument  in  writing  signed  by  authorized  officers  of  the parties.

7.6  If any provision of this MOU is or is found to be illegal, unenforceable or
     otherwise  invalid,  then,  notwithstanding  any  such  illegality,
     unenforceability  or  invalidity,  this  MOU shall remain in full force and
     effect,  save  to  the  extent  that such illegal, unenforceable or invalid
     provision  shall  be  deemed  to  be  deleted.


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IN  WITNESS WHEREOF the parties have executed this MOU on the day and year above
written.

Signed for and on behalf of                    Signed for and on behalf of

Beijing Purple Stars Appraisal Co., Ltd.       Asia Payment Systems (HK) Limited



Signed:                                        Signed: /s/ Matt Mecke

Name:                                          Name: Matt Mecke


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