English
      Translation

    


    


    


    


    Jinan
      Pu’an Alliance Software Company Limited

     

    


    Equity
      Transfer Agreement

     

    


    Jan.
      27,
      2005

    


     

    
      
        
        

      

      
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    This
      Agreement is entered into in Beijing this 27th Day of January 2005 by and
      between 

    


    Lin
      Guoqiang,
      a
      Chinese citizen (ID
      No.:
      370102681204299) residing
      at No.
      53,
      Wenhuadong Road, Jinan City
      (hereinafter referred to as “Party A”);

    


    Zhang
      Tingbin,
      a
      Chinese citizen (ID
      No.: )
residing
      at No. 226, Shanda Road, Lixia District, Jinan City (hereinafter referred to
      as
“Party B”);

    


    Yang
      Huamao,
      a
      Chinese citizen (ID No. ) residing at No. 7, 11/F, Gaoyi Building, Luogang
      New
      Village, Xicheng District, Jinan City (hereinafter referred to as “Party
      C”);

    


    Wang
      Hu,
      a
      Chinese citizen (ID No.: 370102500705371) residing at No. 55, Yanzishan Road,
      Lixia District, Jinan City (hereinafter referred to as “Party D”);

    


    Ren
      Jialin,
      a
      Chinese citizen (ID No.: 372501197106071116) residing at No.
      53,
      Wenhuadong Road, Jinan City
      (hereinafter referred to as “Party E”); and

    


    TIME
      MAKER LIMITED,
      a legal
      person duly established and operated in United Kingdom of Great Britain in
      accordance with the English laws with its principal office at P. O. Box 431,
      13-15 Victoria Road, St. Peters Port, Guernsey, Channel Islands, GY1 3ZD, United
      Kingdom (hereinafter referred to as “Party F”), 

    


    After
      friendly consultation and negotiation between the six parties on the transfer
      of
      the 100% share of Jinan Pu’an Alliance Software Company Limited (hereafter
      referred to as “the Company”), a company founded in China on September 28, 2001
      with registered capital of RMB 4,200,000.

     

     

    Recitals

    


    Whereas
      Party A, Party B, Party C, Party D, and Party E, owners of 32.56%, 13.83%,
      13.83%, 13.83%, 19.89% and 19.89% of the equities of the Company respectively,
      are transferring to Party F as per the covenants of this Agreement 100% of
      their
      holdings in the Company valued at RMB 3, 166, 955. 05 and Party F will accept
      the transfer as per this Agreement;

    


    Whereas
      Party A, Party B, Party C, Party D and Party E are collectively referred to
      as
“the Sellers” and Party F is referred to as “the Purchaser”. Jointly and
      Collectively the Seller and the Purchase are referred to as “the Parties” or
“All Parties”. 

     

    
      
        
        

      

      
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    Now
      therefore the Parties agree as follows:

    


    Article
      2 Share Transfer and Pricing

    


    
      	
              2.1

            	
              The
                subject and its consideration

            


    

    


    
      	 	
              (1)

            	
              Party
                A transfers to Party F 32.56 % of shares in the Company and
                the related interest as held by party A. Party F agrees to accept
                the
                above transfer, and the Parties agree that the full consideration
                to the
                above transfer is RMB one million thirty-one thousand one hundred
                and
                sixty (RMB 1, 031, 160.00).

            


    

    


    
      	 	
              (2)

            	
              Party
                B transfers to Party F 13.83 % of shares in the Company and
                the related interest as held by party B. Party F agrees to accept
                the
                above transfer, and the Parties agree that the full consideration
                to the
                above transfer is RMB four hundred and thirty-seven thousand nine
                hundred
                and ninety (RMB 437, 990.0).

            


    

    


    
      	 	
              (3)

            	
              Party
                C transfers to Party F 13.83 % of shares in the Company and
                the related interest as held by party C. Party F agrees to accept
                the
                above transfer, and the Parties agree that the full consideration
                to the
                above transfer is RMB four hundred and thirty-seven thousand nine
                hundred
                and ninety (RMB 437, 990.0).

            


    

    


    
      	 	
              (4)

            	
              Party
                D transfers to Party F 18.89 % of shares in the Company and
                the related interest as held by party D. Party F agrees to accept
                the
                above transfer, and the Parties agree that the full consideration
                to the
                above transfer is RMB six hundred and twenty-nine thousand nine hundred
                and seven (RMB 629, 907.0).

            


    

    


    
      	 	
              (5)

            	
              Party
                E transfers to Party F 18.89 % of shares in the Company and
                the related interest as held by party E. Party F agrees to accept
                the
                above transfer, and the Parties agree that the full consideration
                to the
                above transfer is RMB six hundred and twenty-nine thousand nine hundred
                and seven (RMB 629, 907.0).

            


    

    


    
      	 	
              (6)

            	
              The
                Sellers warrant that they have free-hold and complete rights and
                titles in
                the shares to be transferred and the rights to dispose the same,
                and the
                above shares are free from any lien, pledge or
                claims.

            


    

     

    
      
        
        

      

      
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              2.2

            	
              Payment
                

            


    

    The
      above
      transfer prices shall be fully paid by Party F into the account designated
      by
      the Sellers upon signing of this Agreement. 

    


    
      	
              2.3
                

            	
              Taxes
                and fees

            


    

    Each
      party shall be responsible for the expenses, fees, taxes and/or other cost
      incurred or payable when performing the Agreement as stipulated in the laws
      and
      regulations of People’s Republic of China. 

    


    
      	
              2.4

            	
              Related
                interests

            


    

    All
      the
      rights and interests of the transferred share accrued before its registration
      with the Administration of Industry and Commerce shall be for the Sellers;
      all
      the rights and interests of the share transferred on and after the registration
      with the Administration of Industry and Commerce shall be for Party
      F.

     

     

    Article
      3 Representations and Warranties

    


    
      	
              3.1

            	
              The
                Sellers hereby represent and warrant to the Purchaser
                that

            


    

    


    
      	 	
              (1)

            	
              the
                Company is duly organized and validly existing under the laws of
                the
                jurisdiction under which it is
                established.

            


    

    


    
      	 	
              (2)

            	
              they
                have all requisite power, authority, approval and other procedural
                permit
                to execute, deliver this Agreement, and the sufficient capacity and
                ability to perform their obligations under this
                Agreement.

            


    

    


    
      	 	
              (3)

            	
              the
                making and performance of this Agreement by them and to fulfill their
                obligations hereunder, does not and will not violate any applicable
                laws,
                regulations, decrees, notice or rules or the company by-laws applicable
                to
                it or any other material agreement to which they are a party or by
                which
                they are bound. 

            


    

    


    
      	 	
              (4)

            	
              it
                is responsible for the authentication, completeness, accuracy and
                effectiveness of all the materials submitted for the execution of
                this
                Agreement and there is no untrue information in the documents presented
                or
                deliberate omission of any part of the documents presented hereby
                to
                mislead the other parties.

            


    

     

    
      
        
        

      

      
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              (5)

            	
              they
                have timely fulfilled their obligations of making the capital contribution
                to the Company.

            


    

    


    
      	 	
              (6)

            	
              they
                have free-hold and complete rights and titles in the shares to be
                transferred and the rights to dispose the same, and the subject shares
                are
                free from any lien, pledge or
                claims.

            


    

    


    
      	 	
              (7)

            	
              the
                share transfer will not be disapproved or unduly delayed in its approval
                or registration for any reason caused by
                themselves.

            


    

    


    
      	
              3.2
                

            	
              The
                Purchaser hereby represents and warrants to the Sellers
                that

            


    

    


    
      	 	
              (1)

            	
              it
                is duly organized and validly existing under the laws of the jurisdiction
                under which it is established.

            


    

    


    
      	 	
              (2)

            	
              it
                has all requisite power, authority, approval and other procedural
                permit
                to execute, deliver this Agreement, and the sufficient capacity and
                ability to perform their obligations under this
                Agreement.

            


    

    


    
      	 	
              (3)

            	
              the
                making and performance of this Agreement by it and to fulfill its
                obligations hereunder, does not and will not violate any applicable
                laws,
                regulations, decrees, notice or rules or the company by-laws applicable
                to
                it or any other material agreement to which it is a party or by which
                it
                is bound.

            


    

     

     

    Article
      4 Registration with AIC

    


    All
      Parties agree that within three months after signing of this agreement, the
      Sellers shall:

    


    
      	1.	
              launch
                the application to relevant foreign economics and trade authority
                for
                turning the status of the Company into foreign-invested
                enterprise;

            


    

    


    
      	2.	
              acquire
                the approval for foreign-invested
                enterprise;

            


    

    


    
      	3.	
              finish
                the registration with Administration of Industry and Commerce (AIC)
                for
                share transfer as well as the change of status from domestic enterprise
                to
                foreign-invested enterprise, and acquire the business license for
                foreign-invested enterprise from AIC.


            


    

     

    
      
        
        

      

      
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    Article
      5 Obligations

    


    
      	
              5.1

            	
              The
                Sellers have the following
                obligations:

            


    

    


    
      	 	
              (1)

            	
              The
                Sellers shall transfer the shares pursuant to the provisions in the
                Agreement;

            


    

    


    
      	 	
              (2)

            	
              The
                Sellers shall procure that resolution of shareholder’s meeting regarding
                the share transfer be approved in the shareholder
                meeting;

            


    

    


    
      	 	
              (3)

            	
              The
                Sellers shall prepare all the documents necessary to facilitate the
                share
                transfer and revision of articles of association of the Company as
                required by China laws, including but not limited to the resolution
                by
                shareholders meeting regarding the share
                transfer;

            


    

    


    
      	 	
              (4)

            	
              The
                Sellers shall accomplish all approval procedures regarding the
                incorporation of foreign-invested
                enterprise;

            


    

    


    
      	 	
              (5)

            	
              The
                Sellers shall accomplish all registration matters concerning change
                of
                status of the Company;

            


    

    


    
      	 	
              (6)

            	
              The
                Sellers shall bear joint and several liabilities for obligations
                under
                this agreement.

            


    

    


    
      	
              5.2

            	
              The
                Purchase has the following
                obligations

            


    

    


    
      	 	
              (1)

            	
              The
                Purchaser shall pay the transfer price pursuant to provisions of
                this
                agreement;

            


    

    


    
      	 	
              (2)

            	
              The
                Purchaser shall provide assistance to the Sellers in conducting the
                approval procedures in incorporation of foreign-invested
                enterprise;

            


    

    


    
      	 	
              (3)

            	
              The
                Purchaser shall provide assistance to the Sellers in conducting the
                registration procedures regarding the share transfer in this agreement;
                

            


    

    


    
      	 	
              (4)

            	
              The
                Purchaser shall fulfill other obligations stipulated in this
                agreement.

            


    

     

     

    Article
      6 
      Confidentiality

    


    
      
        
          
            	6.1	
                    Each
                      party hereto is obliged to keep the existence of this agreement
                      and all
                      the other related information confidential before the registration
                      with
                      AIC.

                  


          

        

      

    

    


    
      	6.2	
              The
                party in breach of the obligation as provided in Clause 6.1 shall
                compensate the other parties all the loss caused by the disclosure
                of the
                confidential information. 

            


    

     

     

    Article
      7 Liability
      for breach of Agreement

    


    
      
        
          	7.1	
                  In
                    case that the performance of the Agreement is impossible due
                    to one party
                    breaching the contract, the Party in breach shall compensate
                    all direct
                    losses suffered by the other parties. Where the performance is
                    impossible
                    due to other reasons, the parties shall try to recover the original
                    status.

                


        

      

    

     

    
      
        
        

      

      
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    Article
      8 Applicable
      law and dispute settlement

    


    
      
        
          	8.1	
                  This
                    Agreement shall be governed by and constructed and interpreted
                    in
                    accordance with the laws of the People’s Republic of
                    China.

                


        

      

    

    


    
      
        
          	8.2	
                  The
                    parties shall make best endeavor to resolve any dispute arising
                    out of or
                    in connection with the Agreement through friendly consultations
                    between
                    them. Should such dispute fail to be settled through consultation,
                    it
                    shall be submitted to the China International Economic and Trade
                    Arbitration Commission (CITEAC) seated in Beijing. The arbitration
                    shall
                    be carried out in accordance with its applicable arbitration
                    rules. The
                    arbitration expenses shall be borne by the losing
                    Party.

                


        

      

    

     

     

    Article
      9 General
      Clauses

    


    
      
        
          	9.1	
                  If
                    any clause of this Agreement will be regarded as illegal, invalid,
                    prohibited or unenforceable during performance, other clauses
                    or articles
                    herein shall remain to be
                    effective.

                


        

      

    

    


    
      
        
          	9.2	
                  All
                    notices, demands or other formal communications required or permitted
                    to
                    be given or made hereunder, shall be in writing and delivered
                    personally
                    by hand, or sent by registered airmail, telegraph or facsimile
                    as per the
                    contact details provided at the beginning of this Agreement.
                    The receiver
                    shall confirm the delivery by signing return receipt. If there
                    will be any
                    modification of the address or facsimile number of one party,
                    the Party
                    shall notify the other Party in advance at least ten days before
                    such
                    modification will take effect.


                


        

      

    

    


    
      
        
          	9.3	
                  Eight
                    (8) originals of this Agreement shall be made and each copy shall
                    have
                    equal legal effect.

                


        

      

    

    


    
      
        
          	9.4	
                  This
                    Agreement shall be effective upon signature and seal by authorized
                    representative of the six Parties.


                


        

      

    

     

    
      
        
        

      

      
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    Party
      A Lin Guoqiang

    


    


    Party
      B Zhang Tingbin

    


    


    Party
      C Yang Huamao

    


    


    Party
      D Wang Hu

    


    


    Party
      E Ren Jialin

    


     

    Party
      F TIME
      MAKER LIMITED

     

    Legal
      representative or Authorized representative 

     

    
      
        
        

      

      
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