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                                                                   EXHIBIT 10.12

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           BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.

                        CONTRACT NO. NT-AG-SFW-_________

                        FORM OF SOFTWARE SALES AGREEMENT

PARTY A  BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.

ADDRESS  5TH FLOOR, UNION PLAZA, 20 CHAOWAI STREET, CHAOYANG DISTRICT, BEIJING
         100020, THE PEOPLE'S REPUBLIC OF CHINA

ZIP CODE 100020         TELEPHONE   010-65887788

PARTY B  _______________________________________________________________________
ADDRESS  _______________________________________________________________________
ZIP CODE ________________ TELEPHONE ____________________________________________


      BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD. IS A HIGH
TECHNOLOGY ENTERPRISE THAT SPECIALIZES IN PROVIDING E-COMMERCE PRODUCTS FOR THE
IMPORT/EXPORT INDUSTRIES. IT IS THE DESIGNATED PARTNER OF THE "THREE
DIGITIZATIONS PROJECT" OF THE STATE ADMINISTRATION FOR QUALITY SUPERVISION AND
INSPECTION AND QUARANTINE OF THE PRC ("PRC INSPECTIONS ADMINISTRATION"). THE
NINETOWNS E-DECLARATION SYSTEM SERIES SOFTWARE, WHICH WAS DEVELOPED BY IT, IS AN
ENTERPRISE SOFTWARE FOR ELECTRONIC DECLARATION THAT HAS BEEN GRANTED AN
EVALUATION CERTIFICATION AND ADMINISTRATIVE AUTHORIZATION BY THE PRC INSPECTIONS
ADMINISTRATION.

      THE NINETOWNS E-DECLARATION SYSTEM VERSION 5.0 (ENGLISH NAME:
IDECLARE.CIQ, REFERRED TO BELOW AS IDECLARE.CIQ USES ADVANCED INTERNET
TECHNOLOGY TO PERFORM GOVERNMENT DECLARATION SERVICES. IT IS A B2G INTEGRATED
APPLICATION PRODUCT. IDECLARE.CIQ IS COMPOSED OF A CONTROL PANEL AND ANY NUMBER
OF SERVICE FUNCTIONS, AND THE CONTROL PANEL CONTROLS ALL SERVICE FUNCTIONS. IT
IS A PRODUCT SERIES THAT WAS DEVELOPED BY NINETOWNS COMPANY TO COPE WITH THE
NEEDS OF CHINA'S DEVELOPING IMPORT/EXPORT INDUSTRIES UNDER THE NEW
CIRCUMSTANCES.

      IDECLARE.CIQ USES MICROSOFT.NET TECHNOLOGY. IT NOT ONLY SUPPORTS PLUG AND
PLAY FOR NEW FUNCTIONS, BUT ALSO CAN AUTOMATICALLY UPGRADE EXISTING FUNCTIONS.
IT PERFORMS FUNCTIONS SUCH AS USER REGISTRATION MANAGEMENT AND ADVERTISEMENT
RELEASES, HAS POWERFUL AND STABLE DATA COMMUNICATION FUNCTIONS AND A GOOD SMART
HELP FUNCTION, AND IS VERY GOOD AT SOLVING E-DECLARATION PROBLEMS SUCH AS REMOTE
SUPPORT, SYSTEM UPGRADING AND REMOTE REGISTRATION. ITS LAUNCH HAS MEANT THE
BUILDING OF A COMPLETE FRAMEWORK FOR THE INTRODUCTION OF NEW ELECTRONIC DATA
TRANSFER STANDARDS AND THE COMPLETION OF EXTENSIVE TECHNICAL PREPARATIONS FOR
THE INITIATION OF OTHER GOVERNMENT ELECTRONIC SERVICE FIELDS.

I.    PRODUCT PRICE AND PAYMENT METHOD

1.    PRODUCT PRICE
<TABLE>
<CAPTION>
PRODUCT NAME                           QUANTITY             UNIT PRICE                          TOTAL
<S>                                    <C>              <C>                                 <C>
IDECLARE.CIQ                              1             [RMB]4,500.00 EACH                  [RMB]4,500.00
ADDITIONAL INSTALLED COMPUTERS                          [RMB]         EACH                  [RMB]

TOTAL PRICE
</TABLE>

2.    PAYMENT METHOD

      WITHIN _______ DAYS OF THE SIGNING DATE OF THE AGREEMENT, A LUMP-SUM
      PAYMENT IN FULL OF THE PRICE OF THE SOFTWARE IN THE TOTAL AMOUNT OF (IN
      WORDS)

      ______________________________________________________________________;

II.   THE OBLIGATIONS OF BOTH PARTIES
      (THE OBLIGATIONS OF PARTY A)

1.    TO PROVIDE THE IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE
      APPLICATION PROGRAM MANAGER AND THE PURCHASED CORRESPONDING SERVICE
      FUNCTIONS) THAT HAS E-DECLARATION FUNCTION;

2.    TO PROVIDE UPGRADES, INFORMATION RELEASES, NOTIFICATIONS, AND
      ANNOUNCEMENTS FOR PURCHASED E-DECLARATION FUNCTIONS;

3.    TO PROVIDE SYSTEM CODE UPGRADES AND SERVICE CODE UPGRADES;

4.    TO PROVIDE OPERATION TRAINING MATERIALS IN ELECTRONIC FORM OR IN WRITING
      FOR THE IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION
      PROGRAM MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) THAT
      HAS AN E-DECLARATION FUNCTION;

5.    TO BE RESPONSIBLE FOR A SINGLE INSTALLATION DEBUGGING OF THE IDECLARE.CIQ
      FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND
      THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);

6.    TO PROVIDE ON-SITE TRAINING TO PARTY B'S OPERATING STAFF AT THE TIME OF
      THE INSTALLATION AND DEBUGGING OF THE PRODUCT;

7.    TO CONDUCT UNSCHEDULED FOLLOW-UP CALL SURVEYS FOR ONE YEAR;

8.    PARTY A'S BRANCHES WILL PROVIDE UNLIMITED TELEPHONE SUPPORT AND TELEPHONE
      TRAINING SERVICE DURING WORKING HOURS FOR ONE YEAR;

9.    TO ACCEPT ALL FORMS OF COMPLAINTS BY PARTY B, INCLUDING EMAIL MESSAGES,
      DIRECT COMPLAINT CALLS AND WRITTEN OPINIONS ON ALL FEEDBACK FORMS, AND TO
      REPORT ON THE RESULTS OF RESOLUTION.

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                                                                   EXHIBIT 10.12
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        BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD
                        CONTRACT NO. NT-AG-SFW-________

         (THE OBLIGATIONS OF PARTY B)

10.   PARTY B SHOULD PAY THE SOFTWARE PRICE IN FULL TO PARTY A AT THE TIME
      AGREED IN THE AGREEMENT;

11.   PARTY B SHOULD USE THE SOFTWARE AND FUNCTIONS CORRECTLY IN ACCORDANCE WITH
      THE USER INSTRUCTIONS;

12.   PARTY B SHOULD PROVIDE THE SYSTEM AND OPERATING ENVIRONMENT REQUIRED FOR
      THE IDECLARE.CIQ SOFTWARE; AND

13.   PARTY B DOES NOT HOLD THE IDECLARE.CIQ COPYRIGHT, AND IT MAY NOT ASSIGN OR
      RESELL IT TO ANOTHER PARTY OR CONDUCT ANY OTHER DEVELOPMENT WORK BASED ON
      IT.

III.  EXEMPTION CLAUSES

      IN THE EVENT OF ANY OF THE FOLLOWING, PARTY A IS NOT REQUIRED TO ASSUME
      ANY RESPONSIBILITY.

1.    THERE IS A LOSS CAUSED TO PARTY B IN THE USING PROCESS BY AN EXCHANGE
      PLATFORM BREAKDOWN, A GLOBAL NETWORK PROBLEM, OR A GOVERNMENT NETWORK
      FAILURE;

2.    THERE IS AN OBSTACLE TO USE CAUSED BY PARTY B'S FAILURE TO PURCHASE THE
      IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
      MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);

3.    THERE IS A BREAKDOWN CAUSED BY PARTY B'S FAILURE TO INSTALL AND USE THE
      IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
      MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) IN ACCORDANCE
      WITH THE USER INSTRUCTIONS;

4.    THE SOFTWARE CANNOT BE APPLIED DUE TO A PROBLEM WITH PARTY B'S COMPUTER
      HARDWARE OR TO THE DYSFUNCTION OF ITS OPERATING SYSTEM OR ITS OPERATING
      SYSTEM BEING INFECTED WITH A VIRUS;

5.    THERE ARE OTHER PRODUCT FAILURES OF THE IDECLARE.CIQ FRAMEWORK SOFTWARE
      SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND THE PURCHASED
      CORRESPONDING SERVICE FUNCTIONS) DUE TO FORCE MAJEURE CAUSES SUCH AS
      NATURAL DISASTERS;

6.    THERE IS AN OBSTACLE TO USE CAUSED BY THE FAILURE OF THE IDECLARE.CIQ
      FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM MANAGER AND
      THE PURCHASED CORRESPONDING SERVICE FUNCTIONS) TO PERFORM THE FUNCTIONS
      WITHIN THE SCOPE OF THE INSTRUCTIONS;

7.    THERE ARE OTHER OBSTACLES TO USE NOT CAUSED BY FUNCTIONAL PROBLEMS OF THE
      IDECLARE.CIQ FRAMEWORK SOFTWARE SYSTEM (INCLUDING THE APPLICATION PROGRAM
      MANAGER AND THE PURCHASED CORRESPONDING SERVICE FUNCTIONS);

8.    IT IS IMPOSSIBLE FOR THE SOFTWARE OR FUNCTION TO MEET THE SPECIAL NEEDS OF
      PARTY B DUE TO RELEVANT REQUIREMENTS BY THE STATE REGULATORY AUTHORITIES
      CONCERNED;

9.    DUE TO THE FEATURES OF THE COMPUTER SYSTEM, PARTY B SHOULD PROMPTLY BACK
      UP IMPORTANT DATA. IF PARTY B SUSTAINS A LOSS OF DATA BECAUSE OF ITS
      FAILURE TO BACK UP THE DATA, PARTY A CANNOT PROMISE TO RETRIEVE THE DATA;

10.   THERE ARE DATA TRANSMISSION COSTS DUE TO THE USE OF THE COMMUNICATIONS
      PLATFORM OR GOVERNMENT COLLECTION.

IV.   LIABILITY FOR BREACH OF AGREEMENT

1.    THE FAILURE TO PERFORM THE CONTRACTUAL PROVISIONS DUE TO PARTY A'S FAULT
      WILL BE REGARDED AS A BREACH OF AGREEMENT BY PARTY A. PARTY A WILL ASSUME
      THE LIABILITY FOR THE BREACH OF AGREEMENT, BUT THE COMPENSATION MAY NOT
      EXCEED THE PRICE THAT PARTY B PAID FOR THE PURCHASE OF THIS SOFTWARE
      PRODUCT;

2.    THE INABILITY TO INSTALL DUE TO FAILURE BY PARTY B TO PROVIDE THE
      DEBUGGING ENVIRONMENT AS REQUIRED WILL BE REGARDED AS A BREACH OF
      AGREEMENT BY PARTY B, AND PARTY B WILL ASSUME THE LIABILITY FOR BREACH OF
      AGREEMENT.

V.    OTHER

1.    THIS AGREEMENT TAKES EFFECT ON THE DATE OF SIGNING BY BOTH PARTIES;

2.    THIS AGREEMENT CONSISTS OF TWO IDENTICAL COPIES, AND EACH PARTY KEEPS ONE
      COPY;

3.    ANY DISPUTES ARISING FROM THIS AGREEMENT ARE SUBJECT TO THE LAWS OF THE
      PEOPLE'S REPUBLIC OF CHINA AND TO ARBITRATION BY THE PEOPLE'S COURT AT THE
      LOCATION OF PARTY A;

4.    BOTH PARTIES AGREE THAT THEY WILL RESOLVE ANY MATTERS NOT COVERED BY THIS
      AGREEMENT THROUGH CONSULTATION IN ACCORDANCE WITH THE PRINCIPLE OF
      GOODWILL, AND THAT THEY WILL EXPRESS THEM IN THE FORM OF CONTRACT ANNEXES.

PARTY A:  BEIJING NINETOWNS PORTS SOFTWARE AND    PARTY B:
          AND TECHNOLOGY CO., LTD.

                                  (Signature)                        (Signature)
-----------------------------------------------   ------------------------------
REPRESENTATIVE OF PARTY A(SIGNATURE):             REPRESENTATIVE OF PARTY B
_______________________________________________   (SIGNATURE):
                                                  ______________________________
         ____ YEAR ___ MONTH ___ DAY               ____ YEAR ___ MONTH _____ DAY

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