EXHIBIT 10.1

                              ASSIGNMENT AGREEMENT

KNOW  ALL  MEN  BY  THESE  PRESENT:

THAT,  CYBER  MERCHANTS EXCHANGE, INC., a California corporation with offices at
600  South Lake Ave., Suite 405, Pasadena, CA  91106 (herein the "Undersigned"),
in  consideration  of One ($1.00) Dollar paid to the Undersigned by BANK SINOPAC
with  address  at  9-1  CHIEN  KUO  N.  ROAD, SEC. 2, TAIPEI, TAIWAN (herein the
                   -------------------------------------------------
"Bank")  and  for  other good and valuable consideration, the receipt whereof is
hereby  acknowledged,  does  hereby irrevocably assign and transfer to the Bank,
and  does  hereby  grant  to  the  Bank  a  security  interest  to the extent of
ninety-five percent (95%) of the proceeds or monies due to the Undersigned under
the  Factoring  Agreement  between  the Undersigned and THE CIT GROUP/COMMERCIAL
SERVICES,  INC.,  with  address  at 300 S. Grand Avenue, Los Angeles, California
90071,  (herein  the  "Factor".)  dated  Nov.  10,  2000,  and  any  amendments,
                                         ---------------
supplements,  modifications,  extensions  and  renewals  thereof  (herein  the
"Factoring  Agreement")  as  the  Factoring  Agreement  relates  solely  to  the
Undersigned's Bank SinoPac Account # maintained by CIT (the "SinoPac Proceeds").

This  assignment  and transfer is made to the Bank, its successors, endorsers or
assigns,  as  collateral  security  for  the  payment of any all liabilities and
obligations  of  the  Undersigned to the Bank and any claims of the Bank against
the  Undersigned,  whether now existing or hereafter incurred whether originally
contracted  with  the  Bank and/or with another and now or hereafter owing to or
acquired  by  the  Bank,  whether contracted by the Undersigned alone or jointly
and/or  severally  with  another  or others, and whether absolute or contingent,
secured  or  unsecured,  matured or unmatured (all of the foregoing being herein
called  "Obligations").

The Factor is hereby directed: to remit ninety five percent (95%) of the SinoPac
Proceeds  when  due  and  payable  under the Factoring Agreement (subject to the
reserve,  if  any, which the Factor in its sole discretion may decide to retain,
and  subject  to  all of the Factor's other rights under the Factoring Agreement
including  Factor's right to chargeback as set forth in the Factoring Agreement)
directly and solely to the Bank; to furnish the Bank with copies of the accounts
current  with  respect  to  the  SinoPac  Proceeds rendered by the Factor to the
Undersigned;  and  to  recognize  the Bank's claims and rights hereunder without
investigating  the  reason  for any action taken by the Bank, or the validity of
the  amount  of  any  Obligations,  or  the  existence  of  any  default  or the
application to be made by the Bank of any of the sums paid hereunder.  Checks or
other  transfers  for  all or any part of the sums payable under this Assignment
shall  be  to  the  sole and exclusive order of the Bank and the Factor shall be
released  and  discharges to the extent of any payment made to the Bank upon the
sole  receipt  of  such  funds  by  the  Bank.


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The  Bank  and  the  Undersigned  warrant  and represent to the Factor that this
Assignment,  transfer and security interest is validly perfected in all respects
pursuant  to  the  Uniform Commercial Code or other applicable law, and the Bank
alone  is  entitled to receive ninety five percent (95%) of all SinoPac Proceeds
otherwise available to the Undersigned, pursuant to the aforementioned Factoring
Agreement.  The  Bank hereby agrees to indemnify and to hold the Factor harmless
from  any  and  all liability or expense which may be incurred by reason of: the
Factor's  recognition  of  the Assignment and security interest herein contained
and  the  making  of  remittances  to  the  Bank  as  herein  provided.

This  Assignment is to continue in effect until written notice of termination is
served  by  any  one  of  the parties hereto on the others, but such termination
shall  not affect the assignment to the Bank of the Bank's rights to receive any
balances,  as  herein provided for which an account current has been rendered to
the  Bank  prior  to  the  date  of  termination.

This  Agreement  is  not in any way intended to limit any agreement contained in
any  note or other instrument taken in connection with any of the Obligations of
the  Undersigned  to  the Bank, and shall in all respects be cumulative thereto.
No  executory  agreement  shall  be effective to change, modify or discharge, in
whole  or in part, this Assignment unless such executory agreement is in writing
and  signed  by  the  Bank  and  the  Factor.

This  Agreement  shall  be  governed  by  the  laws  of the State of California.

Dated  at  Los  Angeles,  California  on  this  16th  day  of  November,  2000.

                              CYBER  MERCHANTS  EXCHANGE,  INC.

                              By:  /s/   John  F.  Busey
                                  -----------------------------
                              Name:  John  F.  Busey
                              Title:  President


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Assignment  Accepted:

BANK  SINOPAC

By:  /s/  Angus  Young
   -----------------------
Name:  Angus  Chen
Title:  Senior Executive Vice President

RECEIPT  is  hereby  acknowledged  of  a signed copy of the Assignment Agreement
between  CYBER  MERCHANTS EXCHANGE, INC. and BANK SINOPAC and we hereby agree to
honor  same.

                                        THE  CIT  GROUP/
                                        COMMERCIAL  SERVICES,  INC.

                                        By:  /s/  Sydnee  Breuer
                                           ------------------------
                                        Name:  Sydnee  Breuer
                                        Title:     Vice  President


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