Intent
      Letter for Consolidation

     

    Buyer:  PAY88,
      Inc.

    11th
      Floor, Chongqing International Chamber of Commerce, No.78 Yanghe 1st Village,
      Jiangbei, Chongqing

     

     

    Seller:  Chongqing
      Aomei Advertising Co., Ltd

    22nd
      Floor, Hilton Chamber of Commerce, No.139 Zhongshan 3rd Road, Yuzhong District,
      Chongqing

     

     

    About
      PAY88,
      Inc.:
      The
      Company sells online payment system and platform building business network
      and
      provides online wholesale of various digital products for shopkeepers. It
      integrates various new media, based on games and internet café advertisement, so
      as to provide service for more commercial clients and individuals. Presently,
      it
      is listed in OTCBB with PAYI.OB
      as trade
      code.

     

    About
      Aomei:
      The
      Company is mainly engaged in exploring, making, issuing outdoor media,
      integrating brand, acting as an agent for marketing and planning. The
      comprehensive strength of Aomei is a media operating company, ranking top in
      advertising in Chongqing, a scaling enterprise in Chongqing advertising and
      enjoys great reputes in Chongqing advertising. 

    


    The
      prospected trade of Aomei accords with the commercial strategy of PAY88, Inc.
      The strategy of PAY88, Inc. is to adjust and use rich resources to create more
      value for shareholders, after acquisition, with the resource integration of
      both
      parties, except for the direct base for obtaining advertising operational
      revenue, bringing great increase for net profits, acquire Aomei, which will
      help
      PAY88, Inc. to speed up its commercial plan and broadly penetrate into the
      market as well as maximized achieve
      the value of shareholders.

     

    The
      Intent Letter (hereinafter referred as “agreement”) will interpret the mutual
      agreement regarding on trade of both parties (hereinafter referred as
“transaction”). The agreement prescribes that PAY88, Inc. (hereinafter referred
      as “buyer”) acquires Chongqing Aomei Co., Ltd (hereinafter referred as “seller”)
      by directionally increasing share issue, as for the quantity of share
      increasingly issued, it shall be defined with negotiation after the buyer has
      completed due diligence for the seller and its assets. If the expected
      transaction has been accomplished, PAY88, Inc. will acquire the specific assets
      of Chongqing Aomei Co., Ltd, Which includes but not limits to all kinds of
      intellectual property rights, advertising operating rights and client
      groups.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    After
      the
      increased share issue and acquisition, the former shareholder of Aomei will
      become the controlling shareholder and actual controller of Pay88, Inc and
      the
      new board of director shall be established. After acquisition, the former
      shareholders of both parties agree to impel PAY88 transfer into national market
      trade of NASDAQ as soon as possible.

     

    The
      closing of
      the
      transactions contemplated by this Agreement is subject to the completion of
      the
      due diligence investigation of both parties, the execution and delivery of
      documentation appropriate for the Transaction in form and substance mutually
      acceptable to both parties, consents from the respective boards of directors
      of
      both companies and any third parties and the delivery of audited financial
      statements of the Seller in conformity with the rules and regulations of the
      Securities and Exchange Commission. Subject to the forgoing, it is the intent
      of
      the parties that definitive documentation with respect to the Transaction be
      executed and delivered and the closing occur on or before the agreed date.
      The
      parties shall use their best efforts to achieve same. 

    


    In
      consideration hereof, until the earlier of the consummation of the Transaction
      or the 12th
      month
      anniversary of the date hereof, the Seller shall not, directly or indirectly,
      through any director, officer, member, manager, employee, agent, creditor,
      representative or otherwise (and each of said parties shall use reasonable
      efforts to insure such persons shall not directly or indirectly) (i) solicit,
      initiate or encourage the submission of inquiries, proposals or offers from
      any
      person or entity relating to (x) any business combination with respect to Seller
      or the business or assets of Seller; or (y) the sale of any of the assets and/or
      securities of Seller (an "Alternative Transaction"), (ii) enter into or
      participate in any negotiations, or initiate any discussions or continue any
      discussions initiated by others, regarding any Alternative Transaction, or
      furnish to any other person or entity any information with respect to the assets
      or business of Seller or its business for the purposes of pursuing a possible
      Alternative Transaction with any other party, or (iii) otherwise participate
      in,
      assist, facilitate or encourage any effort or attempt by any other person or
      entity to do any of the foregoing. Seller shall promptly notify the Buyer of
      any
      proposal or inquiry made to it or any of its directors, officers, members,
      managers, creditors, employees, agents, representatives, or otherwise with
      respect to any of the foregoing.

    


    Except
      as
      required by applicable law, neither party shall disclose nor permit its
      officers, representatives, agents or employees to discuss the existence or
      terms
      of this Agreement to any third party without the prior written consent of the
      other party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Seller shall enable the officers, independent certified public accountants,
      counsel, bankers and other representatives of the Buyer access to its
      properties, books, records, personnel, business and other commercial
      relationships, and will fully cooperate in order that the Buyer may have full
      opportunity to make such investigation as it desires to make of the Seller
      and
      its business.

    


    This
      intent letter has four copies, two for each party. This agreement has Chinese
      and English versions, should any differences have, the Chinese version will
      be
      virtual. 

     

     

    
      	
              Agreed
                and accepted:

            	
              Agreed
                and accepted: 

            
	
              PAY88,
                Inc.

            	
              Chongqing
                Aomei Advertising Co., Ltd. 

            
	
              Name:
                Tao Fan

            	
              Name:
                

            
	 	 
	
              Title:
                COO

            	
              Title:
                

            
	 	 
	
              Date:
                Oct 7th, 2008

            	
              date:
                Oct 7th, 2008