INFORMATION SERVICE AND COOPERATION
                                    AGREEMENT


                                  by and among

                Shanghai Sifang Information Technology Co. Ltd.,

                                       and

                      Shanghai Chengao Industrial Co. Ltd.

                                       and

                      Shanghai TCH Data Technology Co. Ltd.









<PAGE>


                  INFORMATION SERVICE AND COOPERATION AGREEMENT

     THIS INFORMATION  SERVICE AND COOPERATION  AGREEMENT ("this  Agreement") is
entered  into on this  1st  day of  June,  2004  by and  among  Shanghai  Sifang
Information  Technology  Co. Ltd.  ("Party A"), a  domestically  funded  company
limited  by  shares,  organized  and  existing  under  the laws of the  People's
Republic of China (the "PRC"), Shanghai Chengao Industrial Co. Ltd. ("Party B"),
a limited  liability  company  organized and existing under the laws of the PRC,
and Shanghai TCH Data  Technology  Co. Ltd.  ("Party C"), a wholly foreign owned
enterprise  organized  and existing  under the laws of the PRC. Each of Party A,
Party B and Party C shall  hereinafter  individually be referred to as a "Party"
and collectively as the "Parties".

     WHEREAS:

     (1) Party A engages in such  business  as wireless  telecommunications  and
wireless  information  business in the PRC (the  "Business"),  Party B possesses
technology  foundation and rich  experience in developing  various  customer end
software relating to mobile communications,  and Party C possesses expertise and
resources on information  decoding,  formatting,  sorting,  processing,  etc. of
various  kinds of  information  (the  "information  services")  involved  in the
Business.

     (2) The Parties desire to cooperate so as to take advantage of each other's
strengths;

     (3) Party A intends to retain Party B to pre-install  customer end software
relating  to  financial  information  services  on mobile  phones  sold by third
parties; and

     (4) Party A intends to retain Party C to provide the  information  services
relating  to the  Business  and Party C intends  to  retain  Party A to  provide
transmission services (the "transmission services");

NOW THEREFORE, the Parties hereby agree as follows:.

                         ARTICLE 1 SERVICE AND PAYMENT

     1. Information and Cooperation

The Parties hereby agree as follows:

          A. appoint Party B, effective as of the date of this Agreement, as the
     provider of financial information system pre-installing service relating to
     the Business as agreed to by the Parties from time to time;

          B. appoint Party C, effective as of the date of this Agreement, as the
     provider of information  services  relating to the Business as agreed to by
     the Parties from time to time;

          C. appoint Party A, effective as of the date of this Agreement, as the
     provider of transmission services,  relating to the information reformatted
     and processed by Party C, to mobile phone users through  mobile  operators,
     as agreed to by the Parties from time to time.

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<PAGE>


          D.  based on the  services  provided  under this  Agreement,  terminal
     customers  shall be charged by the third party mobile  phone  sellers a six
     month  information  service fee equal to RMB 108. The entire fee under this
     section  shall  become due and  payable,  and shall be charged by the third
     party mobile phone sellers at the time a mobile phone is  purchased.  After
     the expiry of the above mentioned  period,  if the terminal customer agrees
     to continue the information  service, the information service fees shall be
     settled by Party A with China  Mobile  Telecommunication  Co. Ltd.  ("China
     Mobile") and other  operators with whom Party A has  agreements.  Upon such
     settlement,  Party A shall transfer all the service fees collected by Party
     A to Party C. In consideration  for the transmission  services  provided by
     Party A,  Party C shall  pay to Party A an annual  fee,  which fee shall be
     based upon the costs associated with the transmission services.

          E.  Party  B  is  entitled  to  independently   settle  the  financial
     information software pre-installing service fee with the third party mobile
     phone sellers.  Upon  settlement with the third party mobile phone sellers,
     Party B shall  confirm  the  pre-installation  service  fees that  shall be
     received by Party B.

     2.  Pursuant to this  Agreement,  the Parties  hereby agree that each Party
shall  respectively  provide  relevant  services  listed in Schedules A, B and C
hereof.

     3. Unless otherwise agreed by all Parties in writing, no Party shall retain
any third party to provide the services listed in Schedule A hereof.

                    ARTICLE 2 TERM, TERMINATION AND SURVIVAL

     1. Term.

     This  Agreement  shall be effective  upon  execution  hereof by  authorized
representatives  of the Parties and shall remain  effective  for a period of ten
(10) years,  which will  automatically  be renewed for another one (1) year upon
expiry of each term unless Party C notifies Party A and Party B of its intention
not to renew thirty (30) days before the current term expires. Party A and Party
B shall not terminate this Agreement within the term of this Agreement.

     2. No Further Obligations.

     Upon  termination  of  this  Agreement,  Party  C  shall  have  no  further
obligation to render any service hereunder to Party A and Party B.

     3. Survival.

     Termination of this Agreement shall be without  prejudice to any obligation
by  one  Party  to  another  Party  which  shall  have  accrued  prior  to  such
termination.


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                     ARTICLE 3 Intellectual property rights

     Party C shall be the sole and  exclusive  owner of all  rights,  title  and
interests  to  any  and  all  intellectual  property  rights  arising  from  the
performance of the information  service under this Agreement,  including but not
limited to, any copyrights,  patents, know-how and otherwise,  whether developed
by Party A, Party B or Party C based on Party C's intellectual property.

                           ARTICLE 4 Confidentiality

     Party A and  Party B agree  to use all  reasonable  means  to  protect  and
maintain the  confidentiality  of Party C's  confidential  data and  information
acknowledged  or  received  by Party A or  Party B by  accepting  the  exclusive
information services from Party C (collectively the "Confidential Information").
Party A and Party B shall not disclose or transfer any Confidential  Information
to any third party without Party C's prior written consent.  Upon termination or
expiration of this  Agreement,  Party A and Party B shall,  at Party C's option,
return all and any  documents,  information  or software  containing any of such
Confidential   Information  to  Party  C  or  destroy  or  delete  all  of  such
Confidential  Information from any and all memory devices,  and cease to use the
same. This Article shall survive after any amendment,  expiration or termination
of this Agreement.

                            ARTICLE 5 miscellaneous

     1. Entire Agreement.

This Agreement  constitutes  the entire  agreement among the Parties hereto with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
understandings or arrangements, oral or written, between the parties hereto with
respect to the subject matter hereof

     2. Amendment.

No waiver of or  supplement  to this  Agreement  shall be  effective  unless all
Parties  have  agreed in writing and have  respectively  obtained  the  required
authorizations and approvals  (including an approval from the board of directors
of the overseas holding company).

     3. Waiver.

Any waiver on the part of any Party hereto of any rights or interests under this
Agreement  shall not constitute the Waiver of any other right or interest or any
subsequent  waiver of such right or  interest.  The  failure of any Party at any
time to require  performance of any provision of this Agreement shall not affect
the  right  of such  Party  to  require  full  performance  thereof  at any time
thereafter.

     4. Assignment; Obligations of Transferees.

This  Agreement  shall be binding upon the Parties  hereto and their  respective
successors  and  permitted  transferees  and assigns.  Without the prior written
consent of all other  Parties  hereto,  no Party shall  assign or  transfer  any
rights or obligations that it may have under this Agreement.


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<PAGE>


     5. Governing Law.

The execution,  interpretation,  performance  and  termination of this Agreement
shall be governed by and construed in accordance with the laws of the PRC.

     6. Notice.

Any  notice,  request  or other  communication  to be given or made  under  this
Agreement shall be in writing.  Any such communication may be delivered by hand,
airmail,  facsimile  or  established  courier  service  to the  Party's  address
specified  below or at such other  address as such Party  notifies  to the other
Party from time to time, and will be effective upon receipt (if a  communication
is delivered by facsimile, the time of the receipt of the facsimile shall be the
time when the sender receives a confirmed transmittal receipt).

For Party A:
Shanghai Sifang Information Technology Co. Ltd.,
Attention:
Fax:

For Party B:
Shanghai Chengao Industrial Co. Ltd.
Attention:
Fax:

For Party C:
Shanghai TCH Data Technology Co. Ltd.
Attention:
Fax:


     7. Severability.

The  invalidity,  illegality  or  unenforceability  of  any  provision  of  this
Agreement shall not affect the validity, legality or enforceability of any other
provision. This Agreement shall continue in full force and effect except for any
such invalid, illegal or unenforceable provision.

     8. Headings.

The headings  throughout  this  Agreement are for  convenience  only and are not
intended to limit or be used in the  interpretation  of the  provisions  of this
Agreement.

     9. Language and Counterparts.

This  Agreement  shall  be in the  Chinese  language.  This  Agreement  and  any
amendment hereto may be executed by the Parties in separate  counterparts,  each
and all of which shall be original and all of which  together  shall  constitute
one and the same instrument.


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     10. Dispute Resolution.

All disputes arising from the execution of, or in connection with this Agreement
shall be settled  through  amicable  consultation  between  the  Parties.  If no
settlement can be reached through  Consultation,  the dispute shall be submitted
to the China  International  Economic and Trade Arbitration  Commission (CIETAC)
Shanghai  Commission for arbitration,  in accordance with its arbitration  rules
then in effect, There shall be three arbitrators.  The arbitration shall be held
in Shanghai.  The language of the arbitration shall be in Chinese.  The arbitral
award shall be final and binding on both Parties.  The costs of the  arbitration
shall be home by the losing  Party,  unless  the  arbitration  award  stipulates
otherwise.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their respective duty authorized signatories as of the day and year
first written above.

                [Remainder of the page intentionally tell blank]




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<PAGE>



         [Execution Page]










Party A: Shanghai Sifang Information Technology Co. Ltd.,







[Executed pursuant to corporate seal]


Authorized representative




Party B: Shanghai Chengao Industrial Co. Ltd.




[Executed pursuant to corporate seal]


Authorized representative


Party C: Shanghai TCH Data Technology Co. Ltd.




[Executed pursuant to corporate seal]


Authorized representative






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                                   Schedule A
                                   ----------
                         Contents of Information Service
                         -------------------------------

     Within the scope that is  permitted by the law,  the  information  services
provided by Party C shall include:

     Decoding, formatting, sorting, processing, etc. of financial information.

                                   Schedule B
                                   ----------
         Contents of Financial Information System Pre-Installing Service
         ---------------------------------------------------------------


     Within the scope that is permitted by law, the financial information system
pre-installing service provided by Party B are:

     1.   pre-installation of financial information system;

     2.   providing  propaganda  materials of the customer terminal software and
          user's manual;

     3.   providing software updates and related software; and

     4.   enforcing periodic technical instructing and quality examination.


                                   Schedule C
                                   ----------
                        Contents of Transmission Service
                        --------------------------------

     Within the scope that is permitted by the law,  the  transmission  services
provided by Party A are:

     1.   providing of mobile information sending platform; and

     2.   coordination with mobile business operators.




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