<PAGE>
                                                                   EXHIBIT 10.29

                        DATED THE 8TH DAY OF OCTOBER 2003

                           JITTER BUG HOLDINGS LIMITED
                                  (as "Vendor")

                                       and

                THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1
                                (as "Purchasers")

                                       AND

                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

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

                           SALE AND PURCHASE AGREEMENT
                              RELATING TO SHARES IN
                 NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
                                 (THE "COMPANY")

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

                                  LI & PARTNERS
                                [Name in Chinese]
                   22/F., World Wide House, Central, Hong Kong
                                [Name in Chinese]
  Tel\[Name in Chinese]: (852)2501 0088 Fax\[Name in Chinese]: (852)2501 0028
                            Our Ref :RL/GS/1710(1)/03

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Title                                                                                                       Page No.
------                                                                                                      --------
<S>                                                                                                         <C>
1.          INTERPRETATION............................................................................          1

2.          CONDITION PRECEDENT.......................................................................          4

3.          SALE AND PURCHASE OF THE SALE SHARES......................................................          4

4.          CONSIDERATION.............................................................................          5

5.          COMPLETION ...............................................................................          5

6.          VENDOR'S WARRANTY OF PROFITS..............................................................          6

7.          PURCHASERS' RIGHTS........................................................................          8

8.          QUALIFIED IPO.............................................................................         10

9.          DIVIDEND POLICY...........................................................................         10

10.         WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE VENDOR................................         10

11.         WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE VENDOR AND THE COMPANY................         11

12.         COSTS AND EXPENSES........................................................................         11

13.         RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS...........................................         12

14.         NOTICES...................................................................................         13

15.         GENERAL...................................................................................         15

16.         SEVERANCE.................................................................................         16

17.         PREVALENCE OF AGREEMENT...................................................................         16

18.         GOVERNING LAW AND JURISDICTION............................................................         16

19.         COUNTERPARTS..............................................................................         16

SCHEDULE 1  The Purchasers

SCHEDULE 2  Particulars of the PRC Subsidiaries

SCHEDULE 3  Form of shareholders' agreement

SCHEDULE 4  Warranties, Representations and Undertakings by Vendor

SCHEDULE 5  Warranties, Representation and Undertakings by Vendor and Company

SCHEDULE 6  Form of subscription price adjustment as contained in the AIG
            subscription agreement
</TABLE>

                                       i
<PAGE>

THIS AGREEMENT is made on the 8th day of October 2003.

BETWEEN:

(1)   JITTER BUG HOLDINGS LIMITED, a company incorporated in the British Virgin
      Islands, having its registered office at P.O. Box 957, Offshore
      Incorporations Centre, Road Town, Tortola, British Virgin Islands ("the
      VENDOR"); and

(2)   THE PERSONS WHOSE PARTICULARS ARE SET OUT IN SCHEDULE 1 (collectively, the
      "PURCHASERS" and individually a "PURCHASER"); and

(3)   NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED, a company incorporated in
      the Cayman Islands with limited liability, having its registered office at
      Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George
      Town, Grand Cayman, British West Indies, and its principal place of
      business in Hong Kong at Units 2502-3 Worldwide House, 19 Des Voeux Road
      Central, Hong Kong (the "COMPANY").

WHEREAS:

(a)   The Company has, as at the date hereof, an authorized share capital of
      HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each.

(b)   Following the Initial Group Reorganization, the Company has now an issued
      share capital of HK$550,000, divided into 5,500,000 Shares of HK$0.10
      each, all of which have been issued and credited as fully paid.

(c)   As at the date hereof, the Vendor is the legal and beneficial owner, free
      from all charges, liens and other encumbrances, of the Sale Shares.

(d)   The Purchasers have agreed to purchase the Sale Shares from the Vendor on
      the terms and subject to the conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.    INTERPRETATION

1.1   In this Agreement, including the Recitals, the following expressions shall
      have

                                       1
<PAGE>

      the following meanings except where the context otherwise requires -

"Articles"                              the articles of association of the
                                        Company as the same may be amended from
                                        time to time;

"Board"                                 the board of directors of the Company;

"Business Day"                          a day (other than a Saturday) on which
                                        banks are generally open for business
                                        in Hong Kong;

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

"Completion Date"                       any Business Day no later than 17
                                        October 2003;

"Directors"                             the directors for the time being of the
                                        Company and "Director" means any of
                                        them;

"Group"                                 the Company and its subsidiaries;

"HK$"                                   the lawful currency of HKSAR;

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

"Initial Group Reorganization"          the group reorganization involving the
                                        Company entering into a sale and
                                        purchase agreement with the Vendor,
                                        pursuant to which the Company acquired
                                        all the issued shares of Ixworth
                                        Enterprises Limited (which is an
                                        investment holding company holding the
                                        PRC Subsidiaries) from the Vendor in
                                        consideration of the Company issuing
                                        5,499,999 consideration shares, credited
                                        as fully paid, to the Vendor and
                                        crediting as fully paid at par the 1
                                        Share issued nil paid by the Company to
                                        the Vendor on 7 May 2002;

"IPO"                                   the initial public offering of the
                                        Shares on the Main Board of the Stock
                                        Exchange;

"Memorandum"                            the memorandum of association of the
                                        Company as the same may be amended

                                       2
<PAGE>

                                        from time to time;

"PRC"                                   the People's Republic of China;

"PRC Subsidiaries"                      the subsidiaries of the Company in the
                                        PRC as at the date hereof, namely
                                        Beijing New Take e-Commerce Limited
                                        [Name in Chinese], Beijing Ninetowns
                                        Times e-Commerce Limited [Name in
                                        Chinese], Beijing Ninetowns Digital
                                        Technology Co., Ltd. [Name in Chinese],
                                        Shanghai New Take Digital Technology
                                        Co., Ltd. [Name in Chinese] and Beijing
                                        Ninetowns Ports Software and Technology
                                        Co., Ltd. [Name in Chinese], particulars
                                        of which are set out in Schedule 2;

"Purchase Price"                        HK$100 per Share;

"Qualified IPO"                         the initial public offering of the
                                        Shares on the Main Board of the Stock
                                        Exchange, which is expected to take
                                        place on or before 31 December 2004 at a
                                        price that will generate an annual
                                        return rate of at least 35% (net of
                                        withholding tax but including dividend
                                        received) on the initial investment
                                        amount from the date of the effective
                                        transfer of the Sale Shares by the
                                        Vendor to the Purchasers;


"Sale Shares"                           312,000 Shares to be sold by the Vendor
                                        and purchased by the Purchasers at the
                                        Purchase Price pursuant to Clause 2;

"Shareholders"                          the holders of Shares;

"Shareholders' Agreement"               the shareholders' agreement
                                        substantially in the form set out in
                                        Schedule 3 to be entered into between
                                        the Shareholders;

"Share(s)"                              the ordinary share(s) of HK$0.10 each in
                                        the share capital of the Company;


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


                                       3
<PAGE>

"US$"                                   the lawful currency of the United States
                                        of America;

"Warranties"                            the warranties, representations and
                                        undertakings given by the Vendor and the
                                        Company in Schedule 3 and Schedule 4
                                        hereof.

1.2   The expressions the "Vendor", the "Purchasers" and the "Purchaser" shall,
      where the context permits, include their respective successors and
      permitted assigns and personal representatives and any persons deriving
      title under them.

1.3   Words importing the singular number shall include the plural and vice
      versa and words importing a gender shall include every gender.

1.4   Headings of clauses are for reference only and shall be ignored in
      construing this Agreement.

2.    CONDITION PRECEDENT

      Completion is conditional upon AIG Asian Opportunity Fund, L.P. and
      American International Assurance Company (Bermuda) Limited having
      subscribed for Shares at the total consideration of not less than
      US$8,000,000.00 ("the Subscription Money").

3.    SALE AND PURCHASE OF THE SALE SHARES

      Subject to the terms and conditions of this Agreement, the Vendor shall
      sell and the Purchasers shall purchase, in the following proportions, the
      Sale Shares, free from all charges, liens, encumbrances, equities or other
      adverse claims or interests and with all rights now and hereafter
      attaching thereto including the right to all dividends paid, declared or
      made in respect thereof at the Purchase Price.

<TABLE>
<CAPTION>
                                              Number of Sale      Purchase Price
Name of Purchaser                                 Shares               (HK$)
-----------------                                 ------               -----
<S>                                           <C>                 <C>
China Equity Associates L.P.                     234,000             23,400,000/
                                                                    US$3 million

MMFI CAPI Venture Investments Limited             78,000              7,800,000/
                                                                    US$1 million
</TABLE>

                                       4
<PAGE>

4.    CONSIDERATION

      The consideration for the sale of the Sale Shares shall be HK$31,200,000
      (or US$4 million) which shall be paid by the Purchasers to the Vendor on
      the Completion Date.

5.    COMPLETION

5.1.  Subject to fulfillment of the condition stated in Clause 2, Completion
      shall take place at the office of Li & Partners at 22/F, World Wide House,
      Central, Hong Kong (or at such place as the parties hereto may agree) on
      the Completion Date.

5.2.  On the Completion Date, the Vendor shall procure the holding of a meeting
      of the Directors by the Company and the passing thereat of resolutions
      approving:

      (a)   the transfer of the Sales Shares from the Vendor to the Purchasers;

      (b)   the registration of the Purchasers in the register of members of the
            Company in respect of the Sale Shares; and

      (c)   the issue by the Company to the Purchasers of share certificate
            representing the Sale Shares and the delivery of these share
            certificates to the Purchasers.

5.3.  On the Completion Date, the Vendor shall deliver to the Purchasers:

      (a)   board resolutions of the Vendor approving the signing of this
            Agreement and the sale of the Sale Shares to the Purchasers pursuant
            to the terms thereof;

      (b)   instruments of transfer and bought and sold notes relating to the
            Sale Shares duly signed by the Vendor and the relevant share
            certificate(s) representing the Sale Shares;

      (c)   certified copies of the board resolutions referred to in Clause 5.2;

      (d)   where applicable, a waiver of pre-emptive rights signed by all the
            existing shareholders of the Company; and

      whereupon each Purchaser shall effect payment to the Vendor of an amount
      equal
                                       5
<PAGE>

      to the relevant number of Sale Shares being purchased by it under this
      Agreement, multiplied by the Purchase Price, representing in aggregate the
      sum of HK$31,200,000 or US$4 million, such payment to be made in such
      means and manner as the Vendor may direct.

5.4   The Purchasers shall enter into the Shareholders' Agreement upon
      Completion for the purposes of regulating the business, affairs and
      management of the Group as from the date thereof.

5.5   If any of the documents required to be delivered to the Purchasers on the
      Completion Date are not forthcoming for any reason or if in any other
      respect the foregoing provisions of this Clause 5 are not fully complied
      with, the Purchasers shall be entitled to effect Completion so far as
      practicable or to extend Completion to such date as may be agreed between
      the parties hereto or to rescind this Agreement.

6.    VENDOR'S WARRANTY OF PROFITS

6.1   If the Company's consolidated earnings before tax, minority interests and
      extraordinary items for the year ended 31 December 2003 audited by
      Deloitte Touche Tohmatsu (the "EBMITEI") is an amount falling in the range
      of HK$72 million to any amount below HK$100 million, the Vendor will
      compensate the Purchasers by transferring to the Purchasers such number of
      Shares (with the number in decimal place to be rounded up to one, if
      applicable and with each Share valued at HK$100) of the Company at nil
      consideration representing the difference between HK$106,791,000 and the
      EBMITEI of the Group (on pro-rata basis with respect to the Purchasers'
      respective shareholding % in the Company).

6.2   If the EBMITEI of the Group for the financial year ending 31 December 2003
      is an amount below HK$72 million, the Vendor will compensate the
      Purchasers in cash the difference between HK$106,791,000 and the EBMITEI
      of the Group (on pro-rata basis with respect to the Purchasers' respective
      shareholding % in the Company), plus an additional amount representing 10%
      per annum of such difference.

6.3   The valuation adjustments as stated in Clauses 6.1 and 6.2 above are made
      with reference to the fully diluted post money valuation, which is equal
      to the profit/earning ratio ("P/E") multiplied by the EBMITEI of the Group
      for the financial year ended 31 December 2003.

      For the sole purpose of the above valuation adjustments, allowance shall
      be given in favour of the Purchasers for the diluting effect caused by the
      issuance of new Shares, if any, to any investor and/or its group company
      pursuant to the


                                       6
<PAGE>

      corresponding provision in the relevant subscription agreement. (Please
      see the formula cited hereinbelow.)

(1)   the formula for the calculation of number of shares to be compensated by
      the Vendor to the Purcahsers is as follows:-

      P/E = (550,000,000+ the amount of the Subscription Money)/106,791,000

      [HK$31.2 million/(EBMITEI x P/E)] x number of then issued shares of the
      Company (after the issuance of new shares to the Subscribers) minus shares
      already sold to the Purchasers.

(2)   the formula for the calculation of the amount of compensation to be made
      by the Vendor to the Purchasers in cash is as follows:-

      [HK$31.2 million - [31.2 million/(550,000,000+ the amount of the
      Subscription Money)]] x EBMITEI xP/E] x [1 + 10% x (y/365)]

      Note : y = number of days between the Completion Date and the day when the
                   compensation is made

Scenarios

<TABLE>
<CAPTION>
EBMITEI ("E") in HK$                          Compensation method                      Example
--------------------                          -------------------                      -------
<S>                                           <C>                                      <C>
$100 million > E > $106.791 million           No Compensation                          Not applicable

$72 million = or < E < $100 million           Compensation by shares                   Example 1

Below $72 million                             Compensation by cash                     Example 2
</TABLE>

Example 1:

Assumptions:

1.    Actual EBMITEI = HK$90 million

2.    Subscription Money = HK$93.6 million

3.    P/E = (HK$550 million + HK$93.6 million) / HK$106.791 million = 6.0267

4.    Number of issued shares = 6,436,000 Shares (HK$100 per Share)

5.    Number of Sales Shares sold to the Purchasers =312,000 Shares

                                       7
<PAGE>

Number of Shares to be compensated:
= $31.2 million / (HK$90 million x 6.0267) x 6,436,000 Shares - 312,000 Shares
= 58,211 Shares

Example 2:

Assumptions:

1.    Actual EBMITEI = HK$70 million

2.    Subscription Money = HK$93.6 million

3.    P/E = (HK$550 million + HK$93.6 million) / HK$106.791 million = 6.0267

4.    Number of issued shares = 6,436,000 Shares (HK$100 per Share)

5.    Number of Sales Shares sold to the Purchasers = 312,000 Shares

6.    Number of days between the Completion Date and the day when the
      compensation is made=180 days

The amount of cash to be compensated:

=     {HK$31.2 million - [HK$31.2 million / (HK$550 million + HK$93.6 million) x
      HK$70 million x 6.0267]} x (1 + 10% x 180 / 365)

=     HK$11.28 million

6.4   All payments payable or share adjustment pursuant to Clauses 6.2 or 6.3
      above (as the case may be) will be made (in such manner as aforementioned)
      by the Vendor to the Purchasers within 15 Business Days after the release
      of the Company's audited consolidated accounts for the 2003 financial
      year, but in any event not later than 31 May 2004.

7.    PURCHASERS' RIGHTS

7.1.  The Purchasers shall have the Shareholders' rights as stipulated in the
      Shareholders' Agreement.

7.2.  The Purchasers shall be free to transfer the Shares in whole or in part
      after six months from the IPO date.

7.3.  In consideration of the investment made by the Purchasers in the Company
      by acquiring the Sale Shares from the Vendor and in consideration of the
      payment of HK$1 by each Purchaser to the Vendor (receipt of which is
      hereby acknowledged), the Vendor hereby grants to each of the Purchasers
      an option (the

                                       8
<PAGE>

      "PUT OPTION") to require the Vendor to purchase from the Purchasers, upon
      the Purchasers' exercising the Put Option, all their Shares (as reduced or
      increased by any reorganization of the Company which takes place prior to
      the sale of the Shares pursuant to the exercise of the Put Option) in the
      Company at a price (denominated in US$) equal to the Purchase Price per
      Share, as adjusted in accordance with Clause 7, together with an annual
      rate of return thereon of 10% if the Company is not successful in
      implementing the Qualified IPO by 31 December 2004. Such Put Option will
      be exercisable by written notice in respect of all Shares (but not any
      part thereof) served by the Purchasers upon the Vendor during the period
      from 1 January 2005 to 30 June 2005 (both days inclusive) and within 14
      days upon receipt of the said written notice, the Vendor will make payment
      for the Shares to the Purchasers in such manner as the Purchasers may
      direct. The Purchasers shall waive such Put Option immediately before the
      Qualified IPO. Without prejudice to the generality of the foregoing and
      provided that the Qualified IPO is successfully implemented on or before
      30 June 2005, the Purchasers are entitled, at any time prior to such
      Qualified IPO, to invest in such number of old Shares of the Company from
      the Vendor equivalent to the number of the Sale Shares at the same entry
      valuation as that of the "Sale Shares" referred to in Clause 1.1, with
      each Share valued at HK$100. The Purchasers shall refund the amount
      (representing the amount of the re-invested Shares or any part thereof) it
      has received from the Vendor as a result of the exercise of the Put Option
      and (as the case may be) pay up any balance of the amount of the
      re-invested Shares in cash to the Vendor if the Purchasers re-invest in
      the Shares of the Company.

7.4.  The Purchasers will be provided with, and have access to all information
      and material, financial or otherwise, provided to a member of the Board.
      The Purchasers will have the right to discuss and consult with the
      management of the Group. In particular, the Group will provide to the
      Purchasers:

      (a)   monthly consolidated management accounts including income statement,
            balance sheet and cash flow statement of the Group within 20 days
            from the last day of each calendar month;

      (b)   consolidated annual management accounts of the Group within 45 days
            from the end of each calendar year;

      (c)   consolidated annual audited accounts of the Group within 120 days
            from the end of each calendar year;

      (d)   annual business plan, annual budget and projected financial
            statements relating to the Company at least 30 days before the
            calendar/financial year end;

                                       9
<PAGE>

      (e)   the opportunity to discuss and review with the Board the management
            accounts within 30 days from the Purchasers receipt of the same;

      (f)   such other operating statistics, and other trading and financial
            information in such form as the Purchasers may require in order for
            them to be kept properly informed about the Company's interest and
            to generally protect the interest of the Purchasers; and

      (g)   all minutes of the Board meetings within 14 days from the date of
            the meetings.

8.    QUALIFIED IPO

      For the avoidance of doubt, the parties hereto agree to terminate this
      Agreement on the receipt by the Company of an in-principle approval for
      the Qualified IPO or, conditional upon the Qualified IPO occurring as
      envisaged, on such date prior to the Qualified IPO as may be required by
      the relevant regulatory body in order to achieve the Qualified IPO, by
      executing a termination agreement conditional upon the occurrence of the
      Qualified IPO and to take effect from the date of the listing of the
      Company, and in the event of the Qualified IPO not taking place by 31
      December 2004, the termination agreement shall lapse and this Agreement
      and all the rights, obligation and provisions hereto shall continue to
      apply to the parties with full force and effect.

9.    DIVIDEND POLICY

      Subject to any agreement or restriction binding the Company from time to
      time, any declaration of dividend by the Company for each financial year
      shall be determined by Board taking into account those profits of the
      Company available for distribution after appropriation of prudent and
      proper reserves including allowance for future working capital, provision
      for tax, interest payments and repayments of amounts borrowed. In deciding
      whether in respect of any financial year the Company has profits available
      for distribution, the parties hereto shall procure that the auditors of
      the Company shall certify whether such profits are available or not and
      the amount thereof (if any). In giving such certificate, the auditors
      shall act as experts and not as arbitrators and their determination shall
      be binding.

10.   WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE VENDOR

10.1  The Vendor hereby represents, warrants and undertakes to the Purchasers
      (to the intent that the provisions of this Clause shall continue to have
      full force and effect

                                       10
<PAGE>

      notwithstanding Completion) in the terms set out in Schedule 4 and
      acknowledge that the Purchasers in entering into this Agreement are
      relying on such representations, warranties and undertakings and that the
      Purchasers, unless granting a waiver in this regard, shall be entitled to
      treat the same as conditions of this Agreement

10.2  The Warranties shall remain in full force and effect and shall continue to
      subsist after and notwithstanding Completion.

10.3  The Vendor shall not (save only as may be necessary to give effect to this
      Agreement) do or allow and shall procure that no act or omission shall
      occur before Completion which would constitute a breach of any of the
      Warranties if they were given at Completion or which would make any such
      Warranties inaccurate or misleading if they were so given.

11.   WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE VENDOR AND THE COMPANY

11.1  The Vendor and the Company jointly and severally represent, warrant and
      undertake to the Purchasers in the terms set out in Schedule 5.

11.2  The Warranties contained in Schedule 5 shall remain in full force and
      effect and shall continue to subsist after and notwithstanding Completion.

11.3  The Vendor and the Company further warrant that the terms offered to the
      purchasers/subscribers under the relevant sale and purchase of shares
      agreement(s)/subscription agreement(s) in respect of (a) post money
      valuation; (b) lock up period; (c) profits adjustment; (d) the Purchase
      Price or subscription price (save and except the manner of payment of the
      relevant subscription price to be made by AIG Asian Opportunity Fund, L.P.
      and American International Assurance Company (Bermuda) Limited (as well as
      the other subscribers in the present round of financing) to the Company as
      set out in Schedule 6, which is annexed hereto for reference purpose only
      and the subscription price stated therein, though involving the escrow
      arrangement, is calculated at the subscription price of HK$100 for each
      subscription share, as adjusted by the EBTMIEI); and (e) the Put Option
      are not more favourable than those offered to the Purchasers by the Vendor
      hereunder.

12.   COSTS AND EXPENSES

12.1  The Vendor will be responsible for all pre-approved legal costs (including
      the

                                       11
<PAGE>

      arrangement fee) reasonably and properly incurred and other pre-approved
      expenses in connection with or incidental to the negotiation, finalization
      and execution of this Agreement and the Shareholders' Agreement any other
      related agreement(s), and the sale and purchase of the Sale Shares.

13.   RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS

13.1  Subject to Clause 13.3 hereof, each of the Purchasers hereto undertakes to
      the Vendor and the Company that it shall not at any time after the date of
      this Agreement divulge or communicate any confidential information
      concerning the business, accounts, finance or contractual arrangements or
      other dealings, transactions or affairs of the Company which may be within
      or may come to its knowledge in connection with the transactions
      contemplated by this Agreement to any person other than to its
      professional advisers, or among the Shareholders of the Company, or when
      required by law or any rule of any relevant stock exchange body, or to its
      respective officers or employees who are required to review and consider
      the same and who prior to receiving such confidential information shall be
      made aware of the restrictions in respect of such confidential information
      and shall observe the same as are contained herein, and each of the
      Purchasers hereto shall use its best endeavours to prevent the publication
      or disclosure of any such confidential information concerning such
      matters. This restriction shall not apply to information or knowledge
      which is or which properly comes into the public domain, through no fault
      of any of the parties to this Agreement or to information or knowledge
      which is already known to the Purchasers at the time of its receipt.

13.2  Each of the parties hereto undertakes that it shall not at any time (save
      as required by law or any rule of any relevant stock exchange or
      regulatory body) make any announcement in connection with this Agreement
      unless the other party hereto shall have given its consent to such
      announcement (which consent may not be unreasonably withhold or delayed
      and may be given either generally or in a specific case or cases and may
      be subject to conditions). If any party is required by law or any rule of
      any relevant stock exchange or regulatory body to make any announcement in
      connection with this Agreement, the other party agrees to supply all
      relevant information relating to itself that is within its knowledge or in
      its possession as may be reasonably necessary or as may be required by any
      exchange and regulatory body to be included in the announcement.

                                       12
<PAGE>

13.3  The Purchasers hereto undertake to the Vendor and the Company that they
      shall not at any time after the date of this Agreement disclose any
      information relating to the conditions and terms of this Agreement, which
      is treated as confidential information, to any person (including but not
      limited to the other Shareholders of the Company) other than to their
      respective professional advisers, or when required by law or any rule of
      any relevant stock exchange body, or to their respective officers or
      employees who are required to review and consider the same and who prior
      to receiving such confidential information shall be made aware of the
      restrictions in respect of such confidential information and shall observe
      the same as are contained herein.

14.   NOTICES

14.1  Any notice, claim, demand, court process, document or other communication
      to be given under this Agreement (collectively "COMMUNICATION" in this
      Clause) shall be in writing in the English or Chinese language and may be
      served or given personally or sent to the telex or facsimile numbers (if
      any) of the relevant party and marked for the attention and/or copied to
      such other person as specified in Clause 14.4.

14.2  A change of address or telex or facsimile number of the person to whom a
      communication is to be addressed or copied pursuant to this Agreement
      shall not be effective until five days after a written notice of change
      has been served in accordance with the provisions of this Clause 14.2 on
      all other parties to this Agreement with specific reference in such notice
      that such change is for the purposes of this Agreement.

14.3  All communications shall be served by the following means and the
      addressee of a communication shall be deemed to have received the same
      within the time stated adjacent to the relevant means of despatch:

                                       13
<PAGE>


<TABLE>
<CAPTION>
MEANS OF DESPATCH                                         TIME OF DEEMED RECEIPT
-----------------                                         ----------------------
<S>                                                       <C>
Local mail or courier                                       24 hours
Telex                                                       on despatch
Facsimile                                                   on despatch
Air courier/Speed-post                                      3 days
Airmail                                                     7 days
</TABLE>

14.4  The initial addresses and facsimile numbers of the parties for the service
      of communications, the person for whose attention such communications are
      to be marked and the person to whom a communication is to be copied are as
      follows:

      IF TO THE VENDOR:

         JITTER BUG HOLDINGS LIMITED

<TABLE>
<S>                                     <C>
Address:                                Units 2502-3 Worldwide House,
                                        19 Des Voeux Road Central,
                                        Hong Kong

Facsimile no.:                          (852) 2868-5121
Attention:                              Mr. Wang Shuang / Mr. Tommy Fork
</TABLE>

      IF TO THE COMPANY:

         NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED

<TABLE>
<S>                                     <C>
Address:                                Units 2502-3 Worldwide House
                                        19 Des Voeux Road Central
                                        Hong Kong

Facsimile no.:                          (852) 2868-5121

Attention:                              Mr. Wang Shuang / Mr. Tommy Fork
</TABLE>

      IF TO THE PURCHASERS:

         CHINA EQUITY ASSOCIATES L.P. C
         C/O SUEZ ASIA HOLDINGS (HONG KONG) LIMITED

<TABLE>
<S>                                     <C>
Address:                                Suite 5004, One Exchange Square, 8
                                        Connaught Place, Central, Hong Kong

Facsimile no.:                          (852) 2119 9786
</TABLE>

                                       14
<PAGE>

<TABLE>
<S>                                     <C>
Attention:                              Mr. Rex Lau / Mr. Colin Sau
</TABLE>

         MMFI CAPI VENTURE INVESTMENTS LIMITED
         C/O JAIC INTERNATIONAL (HONG KONG) CO. LTD.

<TABLE>
<S>                                     <C>
Address:                                Suite 1112, Two Pacific Place,
                                        88 Queensway, Admiralty, Hong Kong.

Facsimile no.:                          (852) 2509 3025

Attention:                              Mr. Yoshiaki Hasegawa / Ms. Chennie Wang
</TABLE>

14.5  A communication served in accordance with this Clause shall be deemed
      sufficiently served and in proving service and/or receipt of a
      communication it shall be sufficient to prove that such communication was
      left at the addressee's address or that the envelope containing such
      communication was properly addressed and posted or despatched to the
      addressee's address or that the communication was properly transmitted by
      telex, facsimile or cable to the addressee. In the case of communication
      by telex, such communication shall be deemed properly transmitted upon the
      receipt by the machine sending the telex answerback of the addressee; in
      the case of facsimile transmission, such transmission shall be deemed
      properly transmitted on receipt of a report of satisfactory transmission
      printed out by the sending machine.

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

15.   GENERAL

15.1  This Agreement and the documents referred to herein are in substitution
      for all previous agreements between all or any of the parties hereto and
      contain the whole agreement between the parties hereto relating to the
      subject matter of this Agreement.

15.2  No amendment or variation of this Agreement shall be effective unless in
      writing and signed by or on behalf of each of the parties hereto.

15.3  The Vendor and each of the Purchasers shall do and execute or procure to
      be done and execute all such further acts, deeds, things and documents as
      may be necessary

                                       15
<PAGE>

      to give effect to the terms of this Agreement.

16.   SEVERANCE

      If any provision of this Agreement or part thereof is rendered void,
      illegal or unenforceable by any legislation to which it is subject, it
      shall be rendered void, illegal or unenforceable to that extent and no
      further.

17.   PREVALENCE OF AGREEMENT

      In the event of any ambiguity or conflict arising between the terms of
      this Agreement and those of the Memorandum and Articles of the Company,
      the provisions of this Agreement shall prevail as between the Vendor and
      the Purchasers.

18.   GOVERNING LAW AND JURISDICTION

18.1  This Agreement shall be governed by and construed in accordance with the
      laws of HKSAR.

18.2  In relation to any legal action or proceedings arising out of or in
      connection with this Agreement, the Vendor and each of the Purchasers
      hereby irrevocably submit to the non-exclusive jurisdiction of the Courts
      of HKSAR.

19.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
      when taken together shall constitute one and the same instrument, and the
      parties hereto may execute this Agreement by signing as separate
      counterparts. Each counterpart may be signed and executed by a
      party/parties and transmitted by facsimile transmission and shall be valid
      and effectual as if executed as an original.

                                       16
<PAGE>


IN WITNESS whereof the parties have executed this Agreement the day and year
first above written.

SIGNED by Wang Shuang                 )   Ninetowns Digital World Trade Holdings
for and on behalf of                  )   Limited
NINETOWNS DIGITAL WORLD               )   /s/ Wang Shuang
  TRADE HOLDINGS LIMITED              )
in the presence of :-                 )

/s/ Sun Xiaomin

                                              17
<PAGE>

SIGNED by  Ng Kin Fai                 )   Jitter Bug Holdings Limited
                                      )
for and on behalf of                  )   /s/ Ng Kin Fai
JITTER BUG HOLDINGS LIMITED           )
In the presence of:-                  )

/s/ Fork Siu Lun Tommy

                                       18
<PAGE>

SIGNED by Colin Sau                   )
                                      )
of CHINA EQUITY PARTNERS              )   /s/ Colin Sau
LIMITED as General Partner for        )
CHINA EQUITY ASSOCIATES L.P.          )
in the presence of :-                 )

/s/ Leung Sui Ming

                                       19
<PAGE>


SIGNED by Yoshiaki HASEGAWA           )
of JAIC International (HK) Co., Ltd.  )
as Investment Manager of MMFI CAPI    )   /s/ Yoshiaki HASEGAWA
VENTURE INVESTMENTS LIMITED           )
in the presence of :-                 )

/s/ Chennie Wang

                                       20
<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>

        NAME                                       ADDRESS                                NO. OF SHARES PURCHASED
        ----                                       -------                                -----------------------
<S>                                     <C>                                               <C>
CHINA EQUITY ASSOCIATES L.P.            SUITE 5004, ONE EXCHANGE SQUARE, 8                      234,000
                                        CONNAUGHT PLACE, CENTRAL, HONG KONG.

MMFI CAPI VENTURE                       SUITE 1112, TWO PACIFIC PLACE, 88                        78,000
  INVESTMENTS LIMITED                   QUEENSWAY, ADMIRALTY, HONG KONG.
</TABLE>

                                       21
<PAGE>

                                   SCHEDULE 2

                       PARTICULARS OF THE PRC SUBSIDIARIES

BEIJING NEW TAKE E-COMMERCE LIMITED

([Name in Chinese])

1.    Business Licence No. :            [Name in Chinese]

2.    Date of Incorporation :           22 May 2000

3.    Place of Incorporation :          Beijing, The People's Republic of China

4.    Business Scope :                  Research and development of network
                                        technology; research, development and
                                        sales of internet application
                                        softwares, e-commerce softwares,
                                        foreign trade system application
                                        softwares; provision of technical
                                        service for self-developed products;
                                        sales of self-developed products.

5.    Registered Capital :              US$3,500,000

6.    Registered Office :               [Name in Chinese]

7.    Legal Representative :            Mr. Wang Shuang

8.    Directors :                       1. Mr. Wai Ka Cheung, Gerry
                                        2. Mr. Ko Jin Heng
                                        3. Mr. Ng Kin Fai
                                        4. Mr. Wang Shuang
                                        5. Mr. Ren Xiaoguang
                                        6. Ms. Dong Min

9.    Shareholders and their            US$350,000 (10%) contributed by Beijing
        respective Shareholdings:       Ninetowns Yadi Wall Paper Co., Ltd.
                                        US$3,150,000 (90%) contributed by New
                                        Take Limited

10.   Financial Year End :              31st December

                                       22
<PAGE>

BEIJING NINETOWNS TIMES E-COMMERCE LIMITED

([Name in Chinese])

1.    Business Licence No. :            [Name in Chinese]

2.    Date of Incorporation :           2 June 2000

3.    Place of Incorporation :          Beijing, The People's Republic of China

4.    Business Scope :                  Research and development of network
                                        technology; research, development and
                                        sales of internet application
                                        softwares, e-commerce softwares,
                                        foreign trade system application
                                        softwares; provision of technical
                                        service for self-developed products;
                                        sales of self-developed products.

5.    Registered Capital :              US$250,000

6.    Registered Office :               [Name in Chinese]

7.    Legal Representative :            Mr. Wang Shuang

8.    Directors :                       1. Mr. Siu Sze Ho, Kenneth
                                        2. Mr. Wang Shuang
                                        3. Mr. Ren Xiaoguang
                                        4. Ms. Dong Min

9.    Shareholders and their            US$25,000 (10%) contributed by Beijing
        respective Shareholdings:       Ninetowns Yadi Wall Paper Co., Ltd.
                                        US$225,000 (90%) contributed by
                                        Shielder Limited

10.   Financial Year End :              31st December

                                       23
<PAGE>

BEIJING NINETOWNS DIGITAL TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :            1101061304729

2.    Date of Incorporation :           25 July 2000

3.    Place of Incorporation :          Beijing, The People's Republic of China

4.    Business Scope :                  Research and development, transfer and
                                        provision of consultancy service for
                                        technology; provision of technological
                                        services; sales of certified and passed
                                        technological products; household
                                        decorations; leasing of electronic
                                        equipment; organization of domestic
                                        cultural interflow; provision of
                                        business information consulting
                                        service.

5.    Registered Capital :              RMB2,250,000

6.    Registered Office :               [Name in Chinese]

7.    Legal Representative :            Mr. Wang Shuang

8.    Directors :                       1. Mr. Wang Shuang
                                        2. Mr. Ren Xiaoguang
                                        3. Ms. Dong Min

9.    Shareholders and their            RMB1,800,000 (80%) contributed by
      respective Shareholdings:         Beijing New Take e-Commerce Limited
                                        RMB450,000 (20%) contributed by Beijing
                                        Ninetowns Times e-Commerce Limited

10.   Financial Year End :              31 December

                                       24
<PAGE>

SHANGHAI NEW TAKE DIGITAL TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :            3101011022735

2.    Date of Incorporation :           13 September 2001

3.    Place of Incorporation :          Shanghai, The People's Republic of China

4.    Business Scope :                  Design and installation of computer
                                        network; research, development and sales
                                        of computer hardware and software and
                                        provision of related service; sales of
                                        construction materials, decoration
                                        materials, machinery, household
                                        electrical appliance, textile products;
                                        provision of business information
                                        consulting service.

5.    Registered Capital :              RMB500,000

6.    Registered Office :               [Name in Chinese]

7.    Legal Representative :            Liu Shek Wang ([Name in Chinese])

8.    Directors :                       Mr. Wang Shuang

9.    Shareholders and their            RMB450,000 (90%) contributed by Beijing
       respective Shareholdings:        Ninetowns Digital Technology Co., Ltd.
                                        RMB50,000  (10%) contributed by Beijing
                                        Ninetowns Import & Export e-Commerce
                                        Co., Ltd.

10.   Financial Year End :              31 December

                                       25
<PAGE>

BEIJING NINETOWNS PORTS SOFTWARE AND TECHNOLOGY CO., LTD.

([Name in Chinese])

1.    Business Licence No. :            1101061588135

2.    Date of Incorporation :           1 August 2003

3.    Place of Incorporation :          Beijing, The People's Republic of China

4.    Business Scope :                  Research and development of computer
                                        softwares, network technology; provision
                                        of technological services for computer
                                        softwares and network; sales of
                                        certified and passed new products;
                                        manufacturing of computer softwares.

5.    Registered Capital :              RMB20,000,000

6.    Registered Office :               [Name in Chinese]

7.    Legal Representative :            Mr. Wang Shuang

8.    Directors :                       1. Mr. Wang Shuang
                                        2. Ms. Dong Min
                                        3. Mr. Ren Xiaoguang

9.    Shareholders and their            RMB4,000,000 (20%) contributed by
      respective Shareholdings:         Beijing New Take e-Commerce Limited
                                        RMB16,000,000 (80%) contributed by
                                        Beijing Ninetowns Times e-Commerce
                                        Limited

10.   Financial Year End :              31 December

                                       26
<PAGE>

                                   SCHEDULE 3

                         FORM OF SHAREHOLDERS' AGREEMENT

                                       27
<PAGE>

                                   SCHEDULE 4

             WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY VENDOR

1.    GENERAL INFORMATION

      The information provided and matters stated in this Agreement are true,
      accurate, valid and subsisting and not misleading in any respect.

2.    VENDOR AND THE COMPANY

2.1   The Vendor is the holder of Sale Shares and has full and requisite power
      and authority to enter into and perform this Agreement and its obligations
      hereunder and this Agreement will, when executed, constitute legal, valid
      and binding on the Vendor in accordance with its terms.

2.2   The Sale Shares are issued fully paid or credited as fully paid and are
      beneficially owned by the Vendor free from all pre-emption rights, liens,
      charges, equities, encumbrances or interests in favour of any other person
      and the same are freely transferable by the Vendor without the consent,
      approval, permission, licence or concurrence of any third party.

2.3   The copies of the Memorandum and Articles of Association of the Company so
      provided to the Purchasers are true and complete and have embodied in them
      or annexed to them a copy of every such resolution as is required by the
      relevant legislation.

3.    CORPORATE STATUS

      No events or omissions have occurred which the Vendor reasonably knows
      whereby the constitution, subsistence or corporate status of the Company
      have been or likely to be adversely affected not covered by this
      Agreement.

4.    INSOLVENCY

4.1   So far as the Vendor is aware, no order has been made and no resolution
      has been passed for the winding up of the Company or for a provisional
      liquidator to be appointed in respect of the Company and no petition has
      been presented

                                       28
<PAGE>

      and no meeting has been convened for the purpose of winding up of the
      Company.

4.2   So far as the Vendor is aware, no receiver (which expression shall include
      an administrative receiver) has been appointed in respect of the Company
      or all or any of its assets.

4.3   So far as the Vendor is aware, the Company is neither insolvent, nor
      unable to pay its debts or has stopped paying its debts as they fall due.

4.4   So far as the Vendor is aware, no event analogous to any of the foregoing
      has occurred in or outside Hong Kong and no material unsatisfied judgment
      is outstanding against the Company.

4.5   The Vendor has neither done nor omitted to do anything whereby the
      continuance in full force and effect of any overdrafts, loans or finance
      facilities extended to the Company might be affected or prejudiced.

5.    REPETITION OF WARRANTIES

      Prior to the Completion Date, if any of the Warranties set out in this
      Schedule are found to be materially untrue, inaccurate or misleading or
      have not been fully carried out in any material respect, or in the event
      of any of the Vendor becoming unable or failing to do anything required
      under this Agreement to be done by them at or before the Completion Date,
      the Purchasers may by notice in writing rescind this Agreement.

                                       29
<PAGE>

                                   SCHEDULE 5

              WARRANTIES, REPRESENTATION AND UNDERTAKINGS BY VENDOR
                                   AND COMPANY

The Vendor and the Company hereby jointly and severally represent, warrant and
undertake to each of the Purchasers that all representations and statements of
fact set out in this Schedule or otherwise contained in the Agreement are and
will be true and accurate as at the date hereof and at all times up to and
including Completion with reference to the facts and circumstances subsisting at
such time.

1.    GENERAL INFORMATION

1.1   Each of the Vendor and the Company has full power to enter into this
      Agreement and to exercise its rights and perform its obligations hereunder
      and (where relevant) all corporate and other actions required to authorize
      its execution of this Agreement and its performance of its obligations
      hereunder have been duly taken and this Agreement shall, when executed be
      a legal, valid and binding agreement on it, enforceable in accordance with
      the terms hereof.

1.2   The execution, delivery and performance of this Agreement by the Vendor
      and the Company do not and shall not violate in any respect any provision
      of :

      (a)   any law or regulation or any order or decree of any governmental
            authority, agency or court of Hong Kong;

      (b)   (where relevant) the laws and documents incorporating and
            constituting any of the Vendor and the Company.

1.3   The information and particulars in respect of the Company and the
      subsidiaries set out in this Agreement are true and accurate and all
      shares held by any Group company in any other Group company are legally
      and beneficially held fully paid up free from any liens, charges,
      encumbrances and other third party right.

1.4   All written information given by or on behalf of the Vendor and the
      Company to the Purchasers or any of their representatives was when given
      and is now true, complete and accurate in all respects and not misleading
      in any respect.

2     REGULATORY COMPLIANCE

2.1   Each Group company has been validly incorporated or established pursuant
      to the

                                       30
<PAGE>

      laws of its country of incorporation or establishment, all legal and
      procedural requirements and all other formalities concerning the said
      incorporation or establishment have been duly and properly complied with,
      and each group Company is in good standing.

2.2   All corporate or other documents required to be filed or registered in
      respect of each Group company with the authorities in the relevant place
      of incorporation of such Group company have been duly filed.

2.3   The statutory books and minute books of each Group company have been
      properly written up and no Group company has received any application or
      request for rectification of its register of shareholders and compliance
      has been made with all other applicable regulatory requirements concerning
      each Group company and all issues of shares, debentures or other
      securities of each Group company.

2.4   Each Group company has complied with all legislation and obtained all
      necessary licences, consents and other permissions and approvals relevant
      to the business of the Group company whether in the country, territory or
      state in which it is incorporated or operated and each Group company has
      complied with all applicable regulatory requirements in relation to any
      transactions to which it has been a party prior to Completion.

2.5   All licences, consents and other permissions and approvals required for or
      in connection with the carrying on of the business now being carried on by
      each Group company are in full force and effect and have been duly
      complied with and there is no circumstance which might invalidate any
      licence, consent, permission or approval or render it liable to forfeiture
      or modification or affect its renewal.

3     ACCOUNTS

3.1   The accounting books and records of each Group company have been properly
      written up and present a true and fair view of all the transactions to
      which that Group company has been a party and there are at the date hereof
      no material inaccuracies or discrepancies of any kind contained or
      reflected in the said books and records.

3.2   Having regard to the existing facilities available to it, each Group
      company has

                                       31
<PAGE>

      sufficient working capital with which to carry on its business, in its
      present form and at its present level of turnover, for the period of
      twelve months following Completion and for the purposes of performing all
      orders and obligations placed with or undertaken by it before Completion.

4     ASSETS

4.1   All assets of the Group used or owned by or in the possession of any Group
      company (including, without limitation all assets referred to in the
      accounts):

      (a)   are legally and beneficially owned free from any mortgage, charge,
            lien other encumbrance by the relevant Group Company;

      (b)   are in the possession or under the control of the relevant Group
            Company which has good and marketable title thereto; and

      (c)   are not subject to any hire purchase, leasing arrangements or other
            arrangements of a similar nature.

4.2   All assets owned or used by the Group are in good repair and capable of
      being used for the purposes for which they were designed, acquired or used
      by the Group and have throughout their period of ownership by the Group
      been maintained and serviced.

4.3   All title deeds and all other documents necessary to prove title or
      contractual rights relating to the assets or contractual rights of the
      Group are in the possession of the Group.

5     TAXATION

5.1   Each Group company has complied with all other relevant legal requirements
      relating to registration or notification for taxation purposes.

5.2   Each Group company has:

      (a)   paid or accounted for all taxation (if any) due to be paid or
            accounted for by it before the date of this Agreement; and

                                       32
<PAGE>

      (b)   taken all reasonable steps to obtain any repayment of or relief from
            taxation available to it.

5.3   The returns which ought to have been made by or in respect of each Group
      company for any taxation purposes have been made and all such returns have
      been prepared on a correct and proper basis.

6     LITIGATION

      No Group company is a party to any material litigation, arbitration,
      prosecutions, disputes, investigations or to any other material legal or
      contractual proceedings (together "Proceedings") and there are no facts or
      circumstances subsisting which might give rise to such Proceedings and
      there are no unfulfilled or unsatisfied judgments or court orders against
      any Group Company.

7     INSOLVENCY

7.1   No order has been made or petition presented or resolution passed for the
      winding up of the any Group company, nor has any distress, execution or
      other process been levied against any Group company or action taken to
      repossess goods in the possession of any Group company.

7.2   No steps have been taken for the appointment of an administrator or
      receiver of any part of any Group company's property.

7.3   No floating charge created by Group company has crystallised and there are
      no circumstances likely to cause such a floating charge to crystallise.

7.4   No Group company is a party to any transaction which could be avoided in a
      winding up.

7.5   No Group company has made or proposed any arrangement or composition with
      its creditors or any class of its creditors.

8     INSURANCE

      All premiums due in respect of all policies of insurance taken out by the
      Group have been paid in full and all the other material conditions of the
      said policies have

                                       33
<PAGE>

      been performed and observed in full. Nothing has been done or omitted to
      be done whereby any of the said policies has or may become void or
      voidable.

9     PROPERTIES

      With respect to each of the properties occupied or leased by the Group in
      Hong Kong and the PRC:

      (a)   the relevant Group company has the legal right to occupy the
            property upon the terms set out in the relevant tenancy or lease
            agreement (each, a "Tenancy Agreement") and the property is being
            used for lawful purposes, which are permitted by the relevant
            Tenancy Agreement;

      (b)   all the rent and other payments payable by the Group have been paid
            up to date, and the user of the property occupied by the Group is in
            accordance with that provided for in the relevant Tenancy Agreement,
            and the terms of the relevant Tenancy Agreement have been duly
            complied with and the tenancy /lease is not subject to avoidance or
            revocation or early termination due to default of the Group.

10    INTELLECTUAL PROPERTY

10.1  The Group company is the sole and exclusive proprietor of the intellectual
      property rights which are owned or registered in the name of and developed
      by any Group company and has not previously transferred, assigned or
      granted exclusive licences in respect of any intellectual property rights
      whatsoever anywhere in the world or otherwise encumbered any of them.

10.2  In respect of all agreements and licences (the "IP Licences") for the use
      by any Group company of intellectual property rights not owned by the
      relevant Group company:

      (a)   the IP Licences are valid and subsisting;

      (b)   the relevant Group company is not in breach of any of the provisions
            of the IP Licences; and

      (c)   all of the IP Licenses contain statements to the effect that the
            licensor or

                                       34
<PAGE>

            grantor of the rights to the Group company under the IP Licences has
            the power to licence or grant such rights.

10.3  The use by the Group of the intellectual property rights referred to above
      and the operation of each Group company's business generally does not
      infringe the intellectual property rights of any third party.

11    MISCELLANEOUS

      No Group company has:

      (a)   committed any breach of any statutory provision, order, bye-law or
            regulation binding upon it or any provision of its memorandum of
            association or articles of association or of any trust deed,
            agreement or licence to which it is a party or of any covenant,
            mortgage, charge or debenture given by it;

      (b)   omitted to do anything required or permitted to be done by it
            necessary for the protection of its respective title to or for the
            enforcement or the preservation of any order or priority of any
            properties or rights owned by it.

In furtherance, the Vendor and the Company hereby jointly and severally
represent, warrant and undertake to each of the Purchasers as follows:-

1.    PAYMENT OF TAXES AND CLAIM

      The Company will pay all lawful taxes, assessments, and levies on it or
      its income or property before they become in default.

2.    PROPERTY AND LIABILITY INSURANCE

      The Company will maintain insurance against hazards, risks and liability
      to persons and property to the extent customary for companies engaged in
      the same or similar business.

                                       35
<PAGE>

3.    MAINTENANCE OF CORPORATE EXISTENCE

      The Company will maintain its corporate existence and all rights,
      licenses, patents, copyrights, trademarks, etc., used in its business and
      will engage only in the type of business described in the business plan.

4.    LEGAL COMPLIANCE

      The Company will comply with all applicable laws and regulations in the
      conduct of its business.

5.    PROTECTION OF PROPRIETARY RIGHTS

      The Company agrees to take all necessary steps to protect proprietary
      rights developed in the future, including causing all key employees to
      sign confidentiality and proprietary rights agreement.

6.    CHANGE IN BUSINESS

      The Company will not change the nature of its business as described in its
      business plan.

                                       36
<PAGE>

                                   SCHEDULE 6

          FORM OF SUBSCRIPTION PRICE ADJUSTMENT AS CONTAINED IN THE AIG
                             SUBSCRIPTION AGREEMENT
          NAMES OF, THE NUMBER OF SUBSCRIPTION SHARES TO BE SUBSCRIBED
                 AND THE TOTAL SUBSCRIPTION PRICE PAYABLE BY AIG

Terms defined in the Share Subscription Agreement have the same meanings in this
schedule 3.

                                     PART I

<TABLE>
<CAPTION>
 (A)                         (B)                                        (C)
                Number of First Subscription
 Name              Shares to be Subscribed               First Subscription Price, in US$
<S>             <C>                                      <C>
 AOF                       468,000                                   3,750,000

AIAB                       156,000                                   1,250,000
</TABLE>

1.    FIRST SUBSCRIPTION PRICE

      The First Subscription Price for the First Subscription Shares shall be
      HK$39,000,000 payable by the Investors to the Company in cash in US$
      denomination on Completion.

                                     PART II

<TABLE>
<CAPTION>
 (A)                           (B)
 Name           Number of Second Subscription
                   Shares to be Subscribed
<S>             <C>
 AOF                        3

AIAB                        1
</TABLE>

1.    SECOND SUBSCRIPTION PRICE

1.1   On Completion, the Investors shall deposit US$3,000,000 (comprising of
      US$2,250,000 paid by AOF and US$750,000 paid by AIAB) ("ESCROW AMOUNT")
      with the Escrow Agent to be held on the terms and conditions set out
      below.

2.    ESCROW TERMS AND SECOND SUBSCRIPTION PRICE CALCULATION

2.1   The Escrow Agent shall on receipt of the Escrow Amount immediately deposit
      the Escrow Amount into a separate interest bearing account in its name
      with:

            Bank:                   Citibank N.A. New York
            Address:                10/F, Harbour Front II, 22 Tak Fung Street,
                                    Hunghom, Kowloon

                                       37
<PAGE>

            Account Name:           Dibb Lupton Alsop Clients' A/C
            Account No.:            08443017 (US$ Saving A/C)
            ABA No.:                021000089
            SWIFT No.:              CITIHKHX for the account of Citibank N.A.
                                    Hong Kong

            ("ESCROW ACCOUNT"),

      and subject to paragraph 4 of this schedule 3, to hold the same as escrow
      agent and stakeholders on and subject to the provisions of this schedule
      3.

2.2   The Second Subscription Price for each of the Second Subscription Shares
      shall be:

      2.2.1 US$750,000, if the Company's consolidated audited earnings before
            tax, minority interests and extraordinary items ("EBTMI") for the
            2003 financial year are not less than HK$100,000,000; or

      2.2.2 if the Company's EBTMI for the 2003 financial year is less than
            HK$100,000,000, calculated as follows:

            (Escrow Amount - (A x ((1-(EBTMI / 106,791,000)) x 100)) / 4

            where A is 624,000, the Escrow Amount is expressed in the above
            equation in HK$, and provided always that the product of the
            equation shall be at least HK$0.10

2.3   Within 15 Business Days after the publication and release of the Company's
      consolidated audited accounts for the 2003 financial year, the Company and
      the Investors undertake to jointly notify and instruct the Escrow Agent to
      pay:

      2.3.1 the Second Subscription Price for the Second Subscription Shares to
            the Company; and

      2.3.2 the balance of the Escrow Amount to AOF and AIAB in a ratio of 3:1,
            respectively,

      and any interest earned on the Escrow Amount shall be distributed on a
      pro-rata basis in proportion to the distribution of the Escrow Amount
      between the Company and the Investors.

3.    NO NOTIFICATION

3.1   The parties undertake to act in good faith in signing the joint
      notification in accordance with this schedule 3.

3.2   Notwithstanding paragraph 3.1 of part II of this schedule 3, in the event
      that by 30 July 2004 no joint notification has been issued by the Company
      and the Investors pursuant to paragraphs 2.2 and 3.1 of part II of this
      schedule 3 or if on such date any amount of principal and interest remain
      held in the Deposit Escrow Account, then the Escrow Agent may at any time
      thereafter issue a request to the Company and the Investors to seek the
      joint notification of them on the manner of distribution of the Escrow
      Amount and interest accrued thereon and in the event that no such joint
      instructions are received by the Escrow Agent after the expiry of 30 days
      following the date of the request, the

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      Escrow Agent shall pay the Escrow Amount together with interest earned
      thereon into the Hong Kong courts.

4.    EXERCISE OF PUT OPTION

      If at any time prior to the Company and the Investors issuing a joint
      notification to the Escrow Agent under paragraph 2.3 of part II of this
      schedule 3, the Investors have exercised the Put Option in the terms of
      the Share Subscription Agreement, the Investors may contemporaneously
      notify the Escrow Agent of the same (serving a copy of the Put Option
      notice to the Escrow Agent) and direct that the Escrow Amount, together
      with interest earned thereon, be paid to the Investors as the Investors
      shall direct.

5.    In no other case shall the Escrow Amount be paid to any person.

6.    The parties acknowledge that part II of this schedule 3 contains the price
      adjustment mechanism in respect of the Investors' total investment in the
      Company and, regardless of the value of the First Subscription Price and
      the value of the Second Subscription Price as reflected respectively by
      the First Subscription Shares and the Second Subscription Shares, the
      Investors are investing in the Company under the Share Subscription
      Agreement at a pre-money valuation of US$70,500,000 and a post-money
      valuation of US$82,500,000.

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