<PAGE>

                                                                   EXHIBIT 10.21


                          SOFTWARE DEVELOPMENT CONTRACT

CONTRACT NO.: ITS20020402

PROJECT NAME: ITOWNET CUSTOMER SERVICE SYSTEM

PARTY A: BEIJING ITOWNET CYBER TECHNOLOGY LTD.

PARTY B: BEIJING NEW TAKE ELECTRONIC COMMERCE LIMITED

SIGNING LOCATION: BEIJING MUNICIPALITY

SIGNING DATE:              APRIL 2, 2002

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SOFTWARE DEVELOPMENT CONTRACT

                               TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                  <C>
Section 1         Definitions......................................................................     3

Section 2         Project Contents and Requirements................................................     4

Section 3         Contents of Construction Project.................................................     5

Section 4         System Design Proposal...........................................................     5

Section 5         Training.........................................................................     5

Section 6         Documentation....................................................................     6

Section 7         System Acceptance Inspection.....................................................     6

Section 8         Contract Amount and Payment Method...............................................     7

Section 9         Quality Assurance................................................................     8

Section 10        Service and Maintenance..........................................................     8

Section 11        Construction Period and Construction Project Progress............................     9

Section 12        Force Majeure....................................................................     9

Section 13        Breach of Contract...............................................................    10

Section 14        Confidentiality..................................................................    11

Section 15        Patents and Intellectual Property Rights ("IPR").................................    11

Section 16        Software Copyrights and Use Permission...........................................    12

Section 17        Dispute Resolution Method........................................................    12

Section 18        Contract Amendments..............................................................    13

Section 19        Contract Validity, Cancellation and Termination .................................    13

Section 20        Miscellaneous ...................................................................    14

Section 21        Signing .........................................................................    15
</TABLE>

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SOFTWARE DEVELOPMENT CONTRACT

                              SECTION 1 DEFINITIONS

      Beijing iTowNet Cyber Technology Ltd. (hereinafter referred to as
"iTowNet") hereby authorizes Beijing New Take Electronic Commerce Limited
(hereinafter referred to as "New Take") to undertake the software development
and construction project implementation for the iTowNet Customer Service System.
Based on Party A's requirements, Party B will write a requirements analysis
report, design system proposal, write program code, test software and provide
related technical support, and it will provide Party A with the related services
that are agreed upon in this contract. In accordance with the relevant
provisions of the "Contract Law of the People's Republic of China", and in order
to specify the rights, obligations, and economic responsibilities of both
parties, both parties have agreed through consultation to sign this contract.
The contract terms are specified below:

THE TERMS LISTED BELOW SHOULD HAVE THE FOLLOWING MEANINGS IN THIS CONTRACT:

1.1   "Party A" refers to "Beijing iTowNet Cyber Technology Ltd.," the client
      requesting the technical development of the "iTowNet Customer Service
      System."

1.2   "Party B" refers to "Beijing New Take Electronic Commerce Limited," the
      firm responsible for the development of this "iTowNet Customer Service
      System."

1.3   "One contracting party" refers to either Party A or Party B.

1.4   "Both contracting parties" refers to Party A and Party B.

1.5   "The contract" refers to this contract and all of its attachments that are
      inseparable part of the contract.

1.6   "The system" refers to the set of applications consisting of the design
      proposal, design software, and related hardware and software equipment
      provided in the requirements contents that are set forth in the
      "Requirements Analysis Report" on the iTowNet Customer Service System.

1.7   "Third party software" refers to software outsourced from third party,
      such as operating systems and databases, that are attached to the hardware
      equipment or that are essential to the normal operation of the whole
      system.

1.8   "Applications software" refers to application programs that are to be
      developed by Party B to meet Party A's requirements and that will
      ultimately be handed over to Party A.

1.9   "Technical documentation" refers to all technical parameters, drawings,
      designs, manuals, and other proprietary information that are specified in
      the contract and other related documents on the calculation, operation,
      maintenance, and testing of the system.

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SOFTWARE DEVELOPMENT CONTRACT

1.10  "Technical services" refers to services that are provided in accordance
      with the provisions of the contract, such as system design, installation
      supervision, installation, testing, debugging, inspection, system
      operation, maintenance, support, and others.

1.11  "Software upgrades" refer to program modifications and corrections that
      are performed by Party B, including code changes and alterations of end
      user documentation, which would not materially change program indices or
      constitute version upgrades.

1.12  "Version upgrades" refer to major improvements to the application programs
      which are certified by Party B to be new versions. Such improvements
      expand, alter, and enhance programs by increasing functions and
      performance while retaining the design purposes of the original programs.

1.13  "The construction site" refers to the system's specific installation and
      debugging location as designated by Party A.

1.14  "Training" refers to the principles and the actual operation of the system
      installation, debugging, operation and maintenance that are taught to
      Party A by Party B, as well as to other related knowledge.

1.15  "The final test" refers to the last test before the system goes into
      regular operation. The test contents include the operating stability of
      all of the system's hardware and third party software and the stability of
      the application software and specially developed software. The test also
      include the completeness of files and the suitability of training
      progress. After the system passes the final test, it goes into regular
      operation.

                  SECTION 2 PROJECT CONTENTS AND REQUIREMENTS

2.1   The objective of this project is to build the iTowNet Customer Service
      System. The system should establish a complete set of user files, and the
      use of the system will provide good services and support to iTowNet users
      located throughout China. iTowNet will provide its service to users
      through following channels, including telephone support (call center) and
      remote network support. For the detailed requirements and demands of the
      system, see the "Requirements Analysis Report."

2.2   The system is divided into four parts: user file management, customer
      relations management, call center, and remote online diagnosis.

2.3   Based on Party A's requirements, Party B will perform certain tasks such
      as writing the requirements analysis report, designing system proposal,
      writing program code, testing software, and providing technical support.

2.4   The requirements/targets for this project are as follows:

      -     Total capacity for data process: more than 500GB

      -     Simultaneous telephone users: More than 50

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SOFTWARE DEVELOPMENT CONTRACT

      -     Number of queuing telephone calls: 100

      -     Total supported users: More than 200,000

      -     User data search time limit: Less than 2 seconds

For the specific requirements of this project, see the "Requirements Analysis
Report."

            SECTION 3 CONTENTS OF CONSTRUCTION PROJECT

The construction project contents that are referred to in this contract should
include but not limited to the ones listed below:

      -     System design proposal

      -     Network construction, including computer room wiring and equipment
            selection

      -     Hardware equipment test installation, debugging, and acceptance
            inspection

      -     Applications software program's design and development

      -     Testing and acceptance inspection

      -     Training of Party A's staff

      -     Provision of technical files

      -     Service and maintenance

                        SECTION 4 SYSTEM DESIGN PROPOSAL

4.1   Party B promises to draw up a design proposal that meets the project
      development requirements based on Party A's needs. After obtaining Party
      A's consent, this design proposal will be regarded as the basis for the
      development of said project.

4.2   After the project design proposal is approved by Party A, Party B is not
      entitled to unilaterally revise this proposal. If this proposal needs to
      be revised upon Party B's initiative, the new design proposal must be
      presented to Party A, and only upon obtaining Party A's consent, should
      such revised design proposal become effective.

4.3   If this proposal needs to be revised upon Party A's initiative, Party A
      should notify Party B in writing, and Party B should draw up a new design
      proposal as soon as possible based on Party A's needs and submit it for
      Party A's consent. If Party B devotes more than eight hours of staff work
      because the revision scope is too large, both parties should determine
      through consultation the additional costs that Party A is required to pay.

                               SECTION 5 TRAINING

5.1   Party B promises to draw up a training program based on the project
      requirements (for details, see the "Training Program"). After obtaining
      Party

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SOFTWARE DEVELOPMENT CONTRACT

      A's consent, such training program will be regarded as the basis for the
      training.

5.2   Party B promises to provide technical training to Party A's technicians,
      and the time schedule for training will be jointly agreed upon by both
      parties.

                             SECTION 6 DOCUMENTATION

6.1   Party B promises to provide all related files (for details, see the
      "Software Project File List") during the system development process until
      the work is completed and pass the acceptance inspection.

6.2   Party B promises to cooperate with Party A at the time of system
      modifications, updates and/or upgrades, and promptly provide updated or
      corresponding files.

                     SECTION 7 SYSTEM ACCEPTANCE INSPECTION

7.1   ACCEPTANCE INSPECTION CRITERIA

      7.1.1 Party B promises to be responsible for drawing up the technical
            specifications, criteria, and progress plans for the final test of
            the system, and for writing a "System Acceptance Inspection
            Proposal." After the said proposal is approved and signed by Party
            A, it will be regarded as the basis for the final test and for the
            phased acceptance inspections of the system. In order to ensure that
            the said project is completed in accordance with the predetermined
            schedule and quality, Party A is entitled to conduct regular
            inspections and acceptance inspections of the project. For the
            criteria for the acceptance inspections, see the "Requirements
            Analysis Report" that is jointly signed by both parties. In the
            inspection process, if Party A discovers inappropriate issues in the
            original requirements, after obtaining the consent of Party B, it
            may suitably revise the requirements; if the scope of the revision
            of the requirements is too large and increases Party B's development
            difficulties, Party B is entitled to claim for increased expenses.

      7.1.2 Party B consents to the organization by Party A of the relevant team
            of experts to conduct the final test of the system, and promises to
            send a representative to cooperate with Party A in the completion of
            the project acceptance inspection work. For the system's final test
            criteria, see the "System Acceptance Inspection Proposal."

      7.1.3 Party A agrees to sign the initial test and final test reports with
            Party B after the work is completed and the system has passed the
            final test.

7.2   THE FINAL TEST OF THE SYSTEM

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SOFTWARE DEVELOPMENT CONTRACT

      7.2.1 After the installation and debugging of the applications software is
            completed and the system enters the test operation stage, if the
            system operates smoothly for 15 consecutive days; the applications
            software programs are stable; there is a complete set of files, and
            appropriate progress has been made in training, the system is ready
            for the final test. After the end of its test operation stage, the
            system can undergo its final test, and Party B will present a
            written final test request.

      7.2.2 Party A must organize the final test of the system within one week
            after receipt of Party B's final test request.

      7.2.3 Before the final test, Party B should provide all of the
            construction project files and the installation test report, and it
            should provide the final test files. The final test may proceed
            after Party A's consent is obtained.

      7.2.4 The final test of the system should be carried out with the
            participation of Party A's technicians and in accordance with the
            provisions of the "System Acceptance Inspection Proposal," and Party
            B's technicians will conduct the specific test work. The test
            results should be recorded in detail, and the participating staff of
            both parties should sign and certify each item. The entire test
            results must be signed by the representatives of both parties.

      7.2.5 After the system passes the final test, the "System Final Test
            Report" should be signed by the representatives of both parties
            within two days after the completion of the test.

7.3   THE SYSTEM'S OFFICIAL OPERATIONS WARRANTY PERIOD

      7.3.1 Starting on the day that the final test is passed, the system
            automatically enters the official operations warranty period, which
            lasts for one year.

During the operations warranty period, upon Party A's request, Party B's
technicians should provide full onsite technical support.

                  SECTION 8 CONTRACT AMOUNT AND PAYMENT METHOD

8.1   CONTRACT AMOUNT

Total contract price: RMB in words: two million seven hundred thousand;

                         in figures: [RMB]2,700,000.00.

8.2 PAYMENT METHOD

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SOFTWARE DEVELOPMENT CONTRACT

      8.2.1 Within 15 business days after the contract takes effect, Party A
            will pay Party B 10 percent of the total amount, or RMB270,000
            (RMB in words: two hundred seventy thousand).

      8.2.2 Within one month of the final test of the system, Party A will pay
            to Party B 80 percent of the total amount, or RMB2.16 million
            (RMB in words: two million one hundred and sixty thousand).

      8.2.3 Party A will hold 10 percent of the total amount, or RMB270,000
            (RMB in words: two hundred seventy thousand), as a quality security
            deposit for 12 months. After the project passes the whole acceptance
            inspection and the system operates normally and fault-free for 12
            months, the deposit will be paid by Party A to Party B. If any
            operation failure occurred during the quality security deposit
            period, Party B should immediately deal with the problem onsite.
            Party A will recalculate the quality security deposit period from
            the date of the repair of the operation failure.

                           SECTION 9 QUALITY ASSURANCE

9.1   Party B is responsible for providing Party A with technical training and
      technical advisory services in order to ensure that the system can operate
      in accordance with the stipulated criteria under the conditions of correct
      configuration, a good environment, and proper maintenance.

9.2   In the course of the project, Party A should provide Party B with the
      necessary operations advice and coordinate with Party A's relevant
      departments so that they provide necessary support to Party B. When
      necessary, Party A should convene the relevant departments to hold an
      operation coordination conference in order to ensure Party B's development
      progress and development quality.

                       SECTION 10 SERVICE AND MAINTENANCE

10.1  Party B promises to draw up a service and maintenance program before the
      signing of this contract. After it is approved by Party A, it will be
      regarded as the basis for the services and maintenance work.

10.2  During the project implementation process and after the system goes into
      operation, Party B promises to provide Party A with the relevant services
      and maintenance in accordance with the service and maintenance program.

10.3  After the service and maintenance program is approved by Party A and
      certified by both parties, neither party is entitled to revise it
      unilaterally (if the maintenance contents need to be revised due to
      technical needs, both parties

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SOFTWARE DEVELOPMENT CONTRACT

should consult each other and approve the revisions before the maintenance
contents may be revised).

10.4  If the service and maintenance work contents need to be revised due to
      Party A's operational needs, Party A should notify Party B in writing.
      Party B should consult with Party A immediately, draw up a new service and
      maintenance program, and submit it for approval to Party A.

10.5  In order to ensure that said system operates smoothly and safely after the
      project development is complete, Party B promises to provide three years
      of maintenance service for the project. The response time for a software
      maintenance problem is 12 hours, and the response time for a database
      maintenance problem is two hours.

10.6  Party B will provide one year of maintenance service for the project
      covered by this contract free of charge, and the maintenance period starts
      after the acceptance inspection of the system; it provides three years of
      preferential technical upgrading serving for the provided software
      products; and it provides free capacity expansion and upgrading upon Party
      A's request.

10.7  After the warranty period, Party B promises to continue to provide Party A
      with technical support, and Party A is responsible for paying Party B for
      the costs and expenses that are actually incurred.

                       SECTION 11 CONSTRUCTION PERIOD AND
                          CONSTRUCTION PROJECT PROGRESS

11.1  The construction period of this project is from the construction start
      date until the representatives of both parties sign the final test report,
      which is projected to be 120 days.

11.2  The construction start date of this project is the date, after the
      contract takes effect, on which Party A makes the advance payment to Party
      B.

                            SECTION 12 FORCE MAJEURE

12.1  Force majeure refers to events such as wars, fires, typhoons, floods,
      earthquakes, or other events that one regarded by both parties to be force
      majeure events. The confirmation of a force majeure event must be based on
      legally valid supporting documents that are provided by an authoritative
      body jointly recognized by both parties.

12.2  If either party is forced to suspend or postpone the contract performance
      due to force majeure event, the contract performance will be
      correspondingly delayed, and the postponement period will equal to the
      time when the force majeure event is in effect.

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12.3  The affected party should notify the other party in writing of the
      occurrence of a force majeure event as soon as possible.

12.4  The affected party should notify the other party in writing as soon as
      possible after a force majeure event ends or is eliminated in order to
      inform the other party that the force majeure event is ended or
      eliminated.

12.5  If the force majeure event exceeds two months, one party should contact
      the other party to resolve the problem regarding the performance of the
      contract. If the force majeure event exceeds three consecutive months,
      either party is entitled to terminate all or part of the contract, and
      Party B must return to Party A the amount of the non-performance of
      contract.

                          SECTION 13 BREACH OF CONTRACT

13.1  If, because of Party B, the system cannot be turned over on schedule as
      provided in this contract, Party B will be responsible for paying a fine.
      Starting on the date when the system is due to be delivered, Party B will
      pay a fine of 0.5 percent of the contract price of the goods that are
      delivered late for every week of late delivery. Less than one week will be
      counted as one week, but the total fine may not exceed 20 percent of the
      value of the system that is delivered late.

13.2  If, because of Party A, there is an overdue payment, Party A should pay a
      breach penalty to Party B. After two weeks past the deadline provided in
      the payment terms of this contract, Party A should pay a late penalty of
      0.5 percent for every week of late payment. Less than one week is counted
      as one week, but the total penalty may not exceed 20 percent of the amount
      of the late payment.

13.3  After the signing of this contract, if the contract performance is
      terminated because of Party B, Party B will pay Party A a breach penalty
      of 5 percent of the contract amount.

13.4  After the signing of this contract, if the contract performance is
      terminated because of Party A, Party A will pay Party B a breach penalty
      of 5 percent of the contract amount.

13.5  Excluding force majeure events, if the construction period is delayed due
      to what both parties jointly hold to be Party A's fault (such as the
      failure to promptly provide the test environment), Party B assumes no
      liability.

13.6  Excluding force majeure events, if a system malfunction, which both
      parties jointly hold to be Party A's fault causes a production loss, Party
      B assumes no liability.

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SOFTWARE DEVELOPMENT CONTRACT

                           SECTION 14 CONFIDENTIALITY

14.1  Both parties have unanimously agreed through consultation that, while the
      contract is in effect and after the contract is terminated, either party
      will keep strictly confidential all the information regarding issues,
      business, or operations pertaining to the other party and the technical
      documentation provided by Party B. Both parties will sign a
      confidentiality agreement. Except with the authorization of the other
      party or due to the need for related parties to conduct operations,
      neither party may disclose any confidential information at any time to any
      person. Both parties further agree not to turn over any confidential
      information to any person, unless with the written consent of the other
      party or due to a reasonable need of one party to fulfill its obligations.
      Both parties agree not to copy or transcribe confidential information.

14.2  This clause does not apply to the contents listed below:

      (1)   Contents that are public knowledge or that are in the category of
            common knowledge;

      (2)   Contents that are public knowledge due to publications or other
            reasons (excluding unauthorized actions or negligence), and that
            have become common knowledge;

      (3)   Contents provided by any third party without restrictions, for which
            contents the said third party has no express or implicit obligations
            to keep confidential;

      (4)   Contents that are required by law to be disclosed to any institution
            or organization.

14.3  The software that is provided by Party A is not involved in any copyright
      disputes. If the use of software that is provided by Party B results in a
      copyright dispute, Party B will assume responsibility for all
      consequential losses to Party A.

           SECTION 15 PATENTS AND INTELLECTUAL PROPERTY RIGHTS
                                    ("IPR")

15.1  Both contracting parties should protect patents that are mentioned in the
      contract.

15.2  Party A guarantees that all of the hardware equipment and third party
      software that it provides to Party B were obtained through lawful means
      and are not subject to patent, trademark, industrial design, or other IPR
      disputes. In this construction project, if a dispute arises over the
      hardware equipment or third party software that is provided by Party A,
      Party A is responsible for dealing with such dispute, and Party B assumes
      no legal liability.

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SOFTWARE DEVELOPMENT CONTRACT

15.3  Party B guarantees that neither the equipment nor any part of the
      equipment that it provides to Party A for use in this construction project
      is subject to claims or legal proceedings filed by a third party
      concerning infringements of its patents trademarks, industrial designs, or
      other protected rights. All disputes that consequently arise will be
      handled by Party B, and Party A assumes no legal liability.

15.4  Party B holds the entire IPRs to software products that are provided to
      Party A, and revisions of Party B's software that are made by Party B for
      Party A's current work requirements are applicable only to this project.

                SECTION 16 SOFTWARE COPYRIGHTS AND USE PERMISSION

16.1  Copyrights

      All software that is developed by Party B in this project is developed
      with the authorization of Party A, and its software copyrights belong to
      Party A. In light of the fact that Party B used certain proprietary
      technologies in the course of developing this software, Party A is
      responsible for the confidentiality of the details of the software.
      Without the consent of the other party, neither party may sell, transfer,
      or disclose the above-mentioned software, data, or instructions to a third
      party.

16.2  Proprietary technology pertaining to the software is owned by Party B. The
      ownership or naming rights to the software are not transferred to Party A.

16.3  Scope of Permission

      Proprietary technology pertaining to the software is protected by
      copyright law and international treaties. Party A may not reverse
      engineer, decode, or decompile this part of the software, except where the
      law provides that Party B may not prohibit such actions.

      Electronic files. Unless otherwise provided, Party A may, in the
      reasonable exercise of its rights to use this software, print out the
      electronic software files that are attached to the software.

                      SECTION 17 DISPUTE RESOLUTION METHOD

If a dispute arises in the performance of this contract, both parties will
resolve it through consultation. If mutual consultation fails, both parties
consent to its arbitration by the Beijing Arbitration Commission.

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                         SECTION 18 CONTRACT AMENDMENTS

18.1  In the event that an authoritative body jointly recognized by both parties
      provides convincing evidence and both parties jointly confirm that force
      majeure event has occurred and has forced the suspension or postponement
      of the contract performance, the contract performance will be
      correspondingly delayed, and the postponement time will equal to the time
      when the force majeure event is in effect. If the force majeure event
      exceeds two months, one party should contact the other party to resolve
      the matter of the contract performance. If the force majeure event exceeds
      three consecutive months, either party is entitled to terminate all or
      part of the contract, and Party B must return to Party A the amount for
      the non-performance of contract.

18.2  If, excluding force majeure events, certain factors arise in the course of
      the implementation of this project that make one party consider that it is
      necessary to amend the contract, it must notify the other party in writing
      as soon as possible. After obtaining the approval of the other party
      through consultation, a new contract must be signed. Otherwise, neither
      party is entitled to amend the contract unilaterally.

           SECTION 19 CONTRACT VALIDITY, CANCELLATION AND TERMINATION

19.1  The date on which the authorized representatives of both parties sign and
      seal this contract is the effective date of this contract.

19.2  The occurrence of any of the circumstances listed below may render the
      contract be cancelled or terminated:

      (1)   This contract is valid, and all the obligations under the contract
            have been completely fulfilled.

      (2)   If the force majeure event exceeds two months, one party should
            contact the other party, in order to resolve the matter of the
            contract performance. If the force majeure event exceeds three
            consecutive months, either party is entitled to terminate all or
            part of the contract, and Party B must return to Party A the amount
            for the non-performance of contract.

      (3)   Excluding force majeure events, both parties jointly agree to an
            early cancellation of the contract.

      (4)   In accordance with the decision of the arbitration agency, the
            contract is cancelled or terminated.

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                            SECTION 20 MISCELLANEOUS

20.1  The terms of this contract include the whole agreement and consensus
      reached by both parties on the subject matter of this contract, as well as
      all agreements, consensuses, related documents, and declarations before
      merger or replacement.

20.2  Any revisions of or supplements to the terms of this contract must be made
      through written documents signed by the authorized representatives of both
      parties to the contract. Revisions or supplements that are jointly signed
      by both parties have a legal effect equal to this contract. If they
      conflict with the terms of this contract, the revisions or supplements
      will prevail. This contract consists of four identical original copies,
      and each party keeps two copies.

20.3  Neither party may disclose the contract contents to a third party, unless
      the prior consent of the other party is obtained. However, if it is
      required to submit this contract to a government department concerned for
      approval, the consent of the other party is not required.

20.4  Matters not covered in this contract are all implemented in accordance
      with the relevant existing laws of the People's Republic of China.

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                               SECTION 21 SIGNING

<TABLE>
<S>      <C>                   <C>                                                       <C>
                                                                                           SOFTWARE
PARTY A TITLE (OR NAME)        BEIJING ITOWNET CYBER TECHNOLOGY LTD. (SIGNATURE)           CONTRACT
                                                                                         SPECIAL SEAL
                                                                                              OR
        LEGAL REPRESENTATIVE   LIN DEKANG                            (SIGNATURE)         OFFICIAL SEAL
        AUTHORIZED AGENT       /S/ XU ZHONG HAI                      (SIGNATURE)
        CONTACT PERSON                                                                      BEIJING
        (PERSON IN             CHEN YU                               (SIGNATURE)            ITOWNET
        CHARGE)                                                                              CYBER
                               5TH FLOOR, UNION PLAZA,                                    TECHNOLOGY
        RESIDENCE              20 CHAOWAI STREET,             ZIP                             LTD.
        (POSTAL ADDRESS)       CHAOYANG DISTRICT,            CODE   100020                   [SEAL]
                               BEIJING 100020, THE
                               PEOPLE'S REPUBLIC OF
                                      CHINA

        TELEPHONE              65885531-6002      FAX    65885397

        BANK OF DEPOSIT        BEIJING CITY COMMERCIAL BANK, HONGXING
                               BRANCH
        ACCOUNT NO.            400120109056224


                               BEIJING NEW TAKE ELECTRONIC COMMERCE                      SOFTWARE
PARTY B TITLE (OR NAME)        LIMITED                               (SIGNATURE)         CONTRACT
        LEGAL                                                                           SPECIAL SEAL
        REPRESENTATIVE         WANG SHUANG                           (SIGNATURE)            OR
                                                                                        OFFICIAL SEAL
        AUTHORIZED
        AGENT                  /S/ ZHANG JING XIU                    (SIGNATURE)        BEIJING NEW
        CONTACT PERSON                                                                     TAKE
        (PERSON IN                                                                      ELECTRONIC
        CHARGE)                                                      (SIGNATURE)         COMMERCE
                                                                                          LIMITED
                                20 CHAOWAI STREET,                                        [SEAL]
        RESIDENCE               CHAOYANG DISTRICT,            ZIP
        (POSTAL ADDRESS)        BEIJING 100020, THE          CODE   100020
                                PEOPLE'S REPUBLIC OF
                                CHINA
        TELEPHONE               65881038           FAX   65883396

        BANK OF DEPOSIT         CHINA CONSTRUCTION BANK DONGHUAN
                                REPRESENTATIVE OFFICE
        ACCOUNT NO.             2610019855
</TABLE>

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SOFTWARE DEVELOPMENT CONTRACT

                            AFFIX REVENUE STAMPS HERE

[Revenue Stamps]

CONTRACT REGISTRATION NO.:

               |0|3|1|1|0|0|3|0|0|0|0|0|7|6|

      1. REGISTRATION APPLICANT: ___________________________

      2. REGISTRATION MATERIALS: (1) _______________________

                                 (2) _______________________

                                 (3) _______________________

      3. CONTRACT TYPE: ____________________________________

      4. CONTRACT TRANSACTION AMOUNT: ______________________

      5. TECHNOLOGY TRANSACTION AMOUNT: ____________________

                       TECHNOLOGY CONTRACT REGISTRATION AGENCY (SEAL)
                                           [SEAL]

                                       PERSON IN CHARGE: /S/

                                           DECEMBER 30, 2002

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