Share Transfer Agreement

Party A  :    IMOT Information Technology (Shenzhen) Co., Ltd. ("IMOTSZ")

              Address : 10/F.,  Guomao  Building,  Remin  Road  South,  Shenzhen
              City,  China (Postcode : 518014)

Party B  :    Shenzhen Merchant Technology Investment Co., Ltd.

              Address : 11/F.,  Investment Building, 4009 Shennan Road, Futian,
              Shenzhen City, China

Party C  :    Intermost Corporation ("IMOT")

              Address : 10/F.,  Guomao  Building,  Remin  Road  South,  Shenzhen
              City,  China (Postcode : 518014)

Party D  :    Snow Hill Developments Limited

              Address : P.O.  Box 957,  Offshore  Incorporation  Center,  Road
              Town,  Tortola, British Virgin Island



                              Chapter 1 Background

WHEREAS:

1.1  Established in 2001,  Shenzhen  International  Hi-Tech  Exchange  ("Hi-Tech
     Exchange") is an enterprise entity incorporated and in legitimate operation
     pursuant  to laws of  China.  Its  business  office  is  situated  at 2/F.,
     Technology  Building,  Shangbu Zhong Road,  Shenzhen  City.  Registered and
     paid-in  capital of Hi-Tech  Exchange is Rmb30 million.  As of December 31,
     2003,   shareholders'  equity  as  illustrated  in  its  audited  financial
     statement is Rmb21.11 million. Hi-Tech Exchange is an enterprise authorized
     by the government to carry out business in the transfer of hi-tech property
     rights and corporate equity interests.

1.2  Intermost  Corporation  ("Party C") is a company listed on the OTC Bulletin
     Board.

1.3  Party A,  IMOTSZ,  is a  limited  liability  company  100%  owned  and duly
     incorporated by Intermost Corporation in Shenzhen City, China.

1.4  Party B, Shenzhen  Merchant  Technology  Investment Co., Ltd., is a limited
     liability company duly incorporated and in legitimate operation in Shenzhen
     City, China.

1.5  Party  B is the  legitimate  owner  of  15%  shareholding  in  the  Hi-Tech
     Exchange.

1.6  Part D is an associate  limited  liability company of Party B, incorporated
     in British Virgin Island and in legitimate operation.
<PAGE>

1.7  Party A agrees to acquire from Party B entire  shareholding  in the Hi-Tech
     Exchange,  so as to participate in and develop its business in the transfer
     of hi-tech property rights and corporate equity rights.


Through   friendly   consultation,   all  parties  have  reached  the  following
agreement:-

2.1  Party B agree to sell to Party A and Party A agree to buy from Party B 15%
     shareholding of Hi-Tech Exchange for a consideration of Rmb4,500,000.

2.2  Party B agrees that Party A shall acquire 15% shareholding of Hi-Tech
     Exchange (valued at Rmb4,500,000) from Party B by issuing 2,470,355 shares
     of common stock of IMOT, its parent company (based on the exchange rate of
     US$1 = Rmb 8.28 promulgated by the People's Bank of China on Dec 7, 2004,
     and the average stock price of IMOT, i.e. $0.22, trading on the OTC
     Bulletin Board during the period from Oct 18, 2004 to Nov 18, 2004).

2.3  Party A agree, pursuant to Party B's request, to issue the 2,470,355 shares
     of common stock of IMOT as stipulated in clause 2.2 to Party D designated
     by Party B.

2.4  Party B agrees to, as requested by Party A, transfer 15% shareholding in
     the Hi-Tech Exchange to Party A.

2.5  Both Parties A and B agree to recommend a person designated by Party A as a
     Director of the Hi-Tech Exchange, and to recommend a person designated by
     Party B as a Director of IMOT.


                   Chapter 3 Warranties of Party A and Party C

3.1  Party A warrants that IMOT has legitimate listing status on the OTCBB and
     its common shares are in normal trading status. Party A further warrants
     that the shares to be issued to Party B or any other corporation or natural
     person designated by Party B are valid shares and Party A shall have the
     legal authority to carry out this share transfer.

3.2  Party A and Party C warrant that, after this Agreement has come into
     effect, it shall handle the procedures for issuing the IMOT common stock to
     Party B or any corporation or natural person designated by Party B in
     accordance with the stipulations stated in Clause 2.2 and 2.3 of this
     Agreement and Party A and Party C shall make their best effort to deliver
     those IMOT common stock to Party D within 30 days.

3.3  In compliance with relevant regulations of the Securities and Exchange
     Commission (SEC), part of the IMOT common stock to be issued to Party B
     pursuant to this Agreement shall be eligible for free trading after one
     year upon issuance.
<PAGE>

3.4  Party A is a legal entity incorporated in China and possess all the rights
     and authority to sign and execute this Agreement. Party A warrants that the
     descriptions about Party A and IMOT stated in Chapter 1 of this Agreement
     is true and correct.

3.5 Party A undertakes to introduce overseas funding to the Hi-Tech Exchange as
soon as possible.

3.6  Party C warrants that descriptions about Party C stated in Chapter 1 of
     this Agreement is true and correct.

                   Chapter 4 Warranties of Party B and Party D

4.1  Party B warrants that the shareholding of the Hi-Tech Exchange to be
     transferred to Party A is valid and legitimately owned by Party B who has
     full and good title to that shareholding. Party B has full and valid
     ownership right of the shareholding and it has full and complete legitimate
     power to execute and implement this Agreement. Party B further warrants
     that no any third party shall claim any right on the shareholding.

4.2  Party B warrants that descriptions about Party B and Hi-Tech Exchange
     stated in Chapter 1 of this Agreement is true and correct.

4.3  Party D warrants that descriptions about Party D stated in Chapter 1 of
     this Agreement is true and correct.

4.4  Party B undertakes that, within 30 days after this Agreement has come into
     effect, it shall complete all the legal procedures required for the
     transfer of the shareholding to Party A in accordance with Clause 2.1 of
     this Agreement so that Party A shall become a legitimate shareholder of the
     Hi-Tech Exchange.



                           Chapter 5 Special Covenants

5.1  As one of the main reasons that Party B shall transfer the shareholding in
     the Hi-Tech Exchange to Party A is to introduce foreign capital to the
     Hi-Tech Exchange in Shenzhen through Party A. Both parties agree that
     within two years after this Agreement has come into effect, if the total
     transaction amount consummated by foreign funding introduced by Party A is
     less than US$500 million, Party B shall have the right to request Party A
     to return 12% to 15% shareholding in the Hi-Tech Exchange which is acquired
     by Party A at the price and stipulated in this Agreement on a pro-rata
     basis. Party A and Part C agree to cooperate. In consideration of this
     Clause:-

(1)        Within two years after this Agreement has come into effect, Party A
           shall not transfer or assign to any third party all or part of its
           shareholding in the Hi-Tech Exchange acquired pursuant to this
           Agreement. If Party A has a particular reason that is approved by
           Party B, Party B shall have the first right to buy back those stock
           at the price and terms stipulated in clause 2.1 and 2.2, and in
           exchange for the IMOT stock held by Party D.
<PAGE>

(2)        Whether or not Party B exercises this right, it shall not affect the
           benefits that Party A may obtain from the interest or dividend
           pursuant to its shareholding of Hi-Tech Exchange, nor the benefits
           that Party B may obtain from the interest or dividend pursuant to its
           shareholding of IMOT.

(3)        Within two years after this Agreement has come into effect, if Party
           D sell or transfer in any form its IMOT stock acquired pursuant this
           Agreement, this clause 5.1 except 5.1(2) shall become void. However,
           this shall not affect the validity of other clauses of this
           Agreement.

5.2  Within one year after this Agreement has come into effect, total amount of
     IMOT common stock sold by IMOT's current CEO shall not exceed 5% of his/her
     shareholding in IMOT. Within two years after this Agreement has come into
     effect, the total amount of IMOT common stock sold by IMOT's current CEO
     shall not exceed 10% of his/her shareholding in IMOT. As the current CEO of
     Party A and IMOT Mr. Andy Lin warrants that he shall be bound with this
     clause regardless his position in the company.


                               Chapter 6 Guarantee

Party C hereby guarantees Party A's implementation of all the rights and
obligations stipulated in this Agreement. Party D hereby guarantees Party B's
implementation of all the rights and obligations stipulated in this Agreement.


                             Chapter 7 Transfer Fees

Each party shall be responsible for its own expenses related to this share
transfer transaction.


                        Chapter 8 Settlement of Disputes

In case of any disputes on this Agreement, both parties shall settle them
through friendly consultation. If the disputes cannot be settled through
friendly consultation, they shall be submitted to the South China Branch of
China International Economic and Trade Arbitration Committee for arbitration in
accordance with its current arbitration principles. Arbitration results shall be
binding on both parties.

                          Chapter 9 Notice and Service

9.1  Any notice related to this Agreement must be in written.

9.2  Notices  are  deemed  to be  serviced  if the  they  are  delivered  in the
     following ways: Mail; Fax; Email.
<PAGE>

                                   Chapter 10

Four valid copies shall be generated for this agreement. This Agreement is
deemed to be effective once it is signed and stamped.



Signature


Party A          :    IMOT Information Technology (Shenzhen) Co., Ltd.

                      Signature:
                      December 8 2004

Party B          :    Shenzhen Merchant Technology Investment Co., Ltd.

                      Signature:
                      December 8 2004

Party C          :    Intermost Corporation

                      Signature:
                      December 8 2004

Party D          :    Snow Hill Development Limited

                      Signature:
                      December 8 2004