Stock transfer Agreement
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             HAINAN CONCORD FINANCIAL PRODUCTS DEVELOPMENT CO., LTD.

                            STOCK EXCHANGE AGREEMENT



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

      Address: Floor 10 Guomao Building, Renmin South Road Shznehen China



Party B: Guangzhou Ditai Communication Co., Ltd.

      Address: Hengle Xian, Hengan Building 260 Huanpu Avenue, Guangzhou, China


Party C: Zhai, Xiya

Party D: Intermost Corporation ("IMOT")
         Address: Floor 10 Guomao Building, Renmin South Road Shznehen China


Party E: Hainan Special Economic Zone Property Right Exchange Center ("Exchange
         Center") Address: Floor 6 Dihao Building Binhai Avenue, Haikou, Hainan
         China


Party F: Hainan Exchange Center Non-public Company Registration Co., Ltd.
         ("Registration Co.") Address: Floor 6 Dihao Building Binhai Avenue,
         Haikou, Hainan China


WHEREAS:

1.   Party B and Party C and other investor have set up Hainan Concord Financial
     Products  Development  Co.,  Ltd.  ("Development  Co.")  with  registration
     capital of RMB1.2  millions.  The share  structure of  Development  Co. is:
     Party B 40%, Party C 50% and Mr. Chen Tingyan 10%. The main business of the
     Development  Co. is to provide  financial  institutions  with  research and
     development  services for their  financial  products and  instruments.  Its
     business  scope also includes the  development  and sales of  multifunction
     smart card and property right exchange related services.

2.   Registration  Co. has more than 400 thousand  members.  Development Co. has
     signed an exclusive  agreement with Registration Co. to issue multifunction
     membership and credit cards  ("Membership  Card") for all its more than 400
     thousand  members  and  provide   exclusive   services  to  those  members.
     Development  co  will  cooperate  with  various  PRC  banks  to  issue  the
     Membership  Card. The income from issuing cards and other related  services
     shall belong to Development Co.

3.   The  Development  Co.,  Party E and Party F jointly  set up Hainan  Concord
     Multifunctional  Smart Card Sales and  Management  Co. Ltd ("Sales Co.") in
     Hainan with the registration  Capital of RMB 1 million. The Development Co.
     holds 51% shares of the Sales Co. In cooperation  with Exchange  Center and
     Registration   Co.  the  Sales  Co.'s  business  is  to  issue  and  manage
     multifunctional  smart cards and providing related value-added services for
     their  clients.  The Sales Co.'s  business also includes other business and
     services jointly provided with Exchange Center.


For promotion and development of financial products and service in Hainan and
People Republic of China ("China"), Party A agree to exchange the common shares
of its US listed holding company, Intermost Corporation, for the stock of
Development Co. All parties will work jointlyly in promoting and developing the
financial products and services in Hainan and China.


         STOCK EXCHANGE

1.1. Party A, B and C agree  that  Party A shall  pay  RMB7.6  millions  in IMOT
     common stock in exchange for 80% of the Development Co.'s shareholding held
     by Party B and Party C, from  which  Party B will sell 40% and Party C will
     sell 40%. Party A, B and C agree that the IMOT share price be set at 85% of
     IMOT 10 trading days from November 16, 2004 average closing price at OTCBB,
     which is US$0.184.  (Per the  exchange  rate of US$1.00 for  RMB8.2641  the
     price is RMB1.52  per  share).  Based on the set price  IMOT shall  issue 5
     millions  common  shares  for the  exchange.  Upon  the  completion  of the
     exchange  IMOT  shall  own 80%  shareholding  of the  Development  Co.  2.5
     millions of the 5 millions IMOT shares shall be  transferred  to Party B or
     the legal  entities or persons  designated by Party B while 2.5 millions of
     the 5 millions  IMOT shares  shall be  transferred  to Party C or the legal
     entities or persons designated by Party C.
<PAGE>

1.2.            The board of directors of the Development Co. shall consist of 3
                members, 2 of which shall be appointed by Party A while 1 of
                which shall be appointed by the original shareholders of the
                Development Co.

1.3.            All parties agree that the board of directors of the Sales Co.
                shall consist of 5 members. All the 3 members of the board of
                directors of the Development Co. shall serve as the directors of
                the Sales Co. Party A shall appoint one director and the
                Registration Co. shall appoint one director to serve as the
                remaining 2 directors of the Sales Co.

1.4.            All parties agree the Sales Co. shall conduct the following
                business:

Develop the multifunctional smart card business by issuing Membership Cards.

Conducting sales and offering services of the financial  products related to the
multifunction cards and providing other related value-added services.

Develop other financial products and financial services.

Offering services in cooperation with the Exchange Center.

1.5.          Party B and Party C agree to fully cooperate with Party A on
              accounting works for account consolidation and financial auditing,
              and submitting monthly operational and management accounts to
              Party A by the 10th day of the following month.

II.           WARRANTIES OF PARTY A

2.1. IMOT is  listed  on  OTCBB,  and  IMOT's  stock  is  under  normal  trading
     conditions.

2.2. Within 30 days after this agreement becomes effective Party A shall deliver
     5 millions  IMOT common  shares to Party B and C or the entities or persons
     designated by Party B and Party C.

              WARRANTIES OF PARTY B, C, E, F


3.2.      Party B and C warrant that within 30 days after this agreement becomes
          effective Party B and C shall complete all the necessary procedures to
          transfer 80% of Development Co. shareholding to Party A.

3.3.      Party B and C warrant that the share they transfer to Party A is
          legally held by Party B and C. Party B and C have a full power to
          carry out and complete the transfer.

3.4.     Party B, C, E and F warrant that Party B, C, E and F shall cooperate
           with Party A and D to acquire 21% stock of the
          Exchange Center after acquiring the Development Co.
<PAGE>

3.5.      Party B, C and F warrant that Development Co. holds an exclusive right
          to issue Membership Cards and provide services to over 400 thousand
          members of Registration Co. The income from issuing Membership Cards
          and other related service belong to Development Co. Party B, C and F
          agree that this is one of the major condition for Party A to validate
          this agreement.


          FURTHER WARRANTIES

4.1.       Within 30 days after this agreement becomes effective all parties
           shall complete the procedures to transfer the 80% shareholding in
           Development Co to Party A from local authority.

4.2.       Each party warrants that its liabilities and debts are limited to
           what have been disclosed. No further liabilities or debts exist.

4.3.       Party A, B, E and F are legal entity under the laws of People's
           Republic of China and has a full power to carry out and complete this
           agreement. Each party guarantees the legality of its signature on
           this agreement.


           EFFECTIVENESS OF THE STOCK TRANSFER


      This agreement shall become effective upon all parties signing this
      agreement. The closing of the agreement shall take place upon Part B and
      Party C complete the transfer of 80% of shareholding of Development Co. to
      Party A and Party A completes the delivery of 5 million IMOT common shares
      to Party B and Party C or their designated entities or persons.


         GUARANTEES


      Party D guarantees all the warranties and representations of Party A under
      this agreement. Party E guarantees all the warranties and representations
      of Party B under this agreement. Party F guarantees all the warranties and
      representations of Party C under this agreement.

III.       MISCELLANEOUS

7.1.       All the agreements, stipulations or promises made prior to this
           agreement among the parties shall void if they are in conflict with
           this agreement.

7.2.       Any amendments to this agreement shall need to be signed by all the
           legal representatives of the parties.

7.3.       Each party should bear the costs incurred during the procss of the
           negotiations, drafting and signing of this agreement.

7.4.       Any disputes in the course of execution of this agreement and
           following cooperation should be settled via negotiation; otherwise
           the disputes shall be presented to Shenzhen Arbitration Commission
           for arbitration.


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

         By:/s/ Andy Lin

         Date: Dec 11, 2004

Party B: Guangzhou Ditai Communication Co., Ltd.

         By:/s/ Jin ZhengHe

         Date: Dec 11, 2004

Party C: Zhai, Xiya

         /s/ Zhai Xiya

         Date: Dec 11, 2004
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Party D: Intermost Corporation

         By:/s/ Andy Lin

         Date: Dec 11, 2004

Party E: Hainan Special Economic Zone Property Right Exchange Center

         By:/s/ Jin HuaQing

         Date: Dec 11, 2004

Party F: Hainan Exchange Center Non-public Company Registration Co., Ltd.

         By:/s/ Zhai XiYa

         Date: Dec 11, 2004