INFORMATION SERVICE AND COOPERATION

                                    AGREEMENT



                                 by and between

                  Shanghai Tianci Industrial (Group), 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 between  Shanghai  Tianci  Industrial
(Group) 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"),  and  Shanghai  TCH Data  Technology  Co.  Ltd.  ("Party  B"),  a wholly
foreign-owned  enterprise organized and existing under the laws of the PRC. Each
of  Party A and  Party B 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"),  and  Party A has
entered  into  cooperation  agreements  regarding,  among  other  things,  short
messaging  services  with  China  Unicom  Telecommunication  Co.,  Ltd.  ("China
Unicom") ;

     (2) Party B possesses  expertise  and  resources on  decoding,  formatting,
sorting,  processing,  etc. of various kinds of  information  (the  "information
services") involved in the Business.

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

     (4) Party A intends to retain Party B to provide the  information  services
and Party B intends to retain  Party A to  provide  transmission  services  (the
"transmission  services"). It is acknowledged by Party B that Party A may engage
third  parties  for the  provision  of the  transmission  services  contemplated
herein.

NOW THEREFORE, the Parties hereby agree as follows:

                         ARTICLE 1 SERVICE AND PAYMENT


     1. Information Services and Cooperation

The Parties hereby agree to:

          A. appoint Party B, 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; and

          B. 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 B, to mobile phone users  through  China Unicom and
     other mobile operators, as agreed by the Parties from time to time.

     2.  Based on the  services  hereunder,  Party A is  entitled  to settle the
services  fees with  China  Unicom  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 B. In consideration for the transmission  services
provided by Party A, Party B shall pay to Party A an annual fee, which fee shall
be based upon the costs  associated with the  transmission  services.  Except as
otherwise agreed to by the Parties, Party A shall be responsible for all amounts
owed to third parties for the provision of  transmission  services  provided for
the benefit of Party B.


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<PAGE>


     3.  Pursuant to this  Agreement,  the Parties  hereby agree that each Party
shall  respectively  provide  relevant  information  services or message sending
services listed in Schedules A and B hereof.

     4.  Unless  otherwise  agreed by both  Parties in  writing,  no Party shall
retain any third party to provide any of the services  listed in Schedules A and
B hereof.

     5. Should  Party A enter into any service and  cooperation  agreement  with
respect to wireless  telecommunications  or wireless  information  business with
China Mobile,  China Unicom or any other mobile  telecommunications  operator in
the future, any service concerning the information services listed in Schedule A
shall be delivered,  in the manner of cooperation as stipulated herein, by Party
B to  Party A to  provide  corresponding  information  services.  Party A hereby
confirms that the said undertaking shall be irrevocable  within the term of this
Agreement.

                    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 be  automatically  renewed for another one (1) year upon
expiry of each term  unless  Party B notifies  Party A 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 B shall have no further obligation to
render any service hereunder to Party A.

     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.

                     ARTICLE 3 Intellectual property rights


Party B 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 this
Agreement,  including but not limited to, any copyrights,  patents, know-how and
otherwise,  whether  developed  by  Party  A or  Party  B  based  on  Party  B's
intellectual property.


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<PAGE>


                           ARTICLE 4 Confidentiality


Party A  agrees  to use  all  reasonable  means  to  protect  and  maintain  the
confidentiality of Party's B's confidential data and information acknowledged or
received by Party A by accepting the exclusive information services from Party B
(collectively  the  "Confidential  Information").  Party A shall not disclose or
transfer any Confidential Information to any third party without Party B's prior
written  consent.  Upon  termination  or expiration of this  Agreement,  Party A
shall,  at Party  B's  option,  return  all and any  documents,  information  or
software  containing any of such Confidential  Information to Party B or destroy
or delete all of such Confidential  Information from any and all memory devices,
and cease to use the same.  This  Section  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 variation of or supplement to this Agreement  shall be effective  unless both
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.  Except as provided  herein,
neither  Party shall  assign or transfer any rights or  obligations  that it may
have under this Agreement  without the prior written  consent of the other Party
hereto.

     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.


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<PAGE>


     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 Shanghai Tianci Industrial Group Co. Ltd.,
Attention:
Fax:


For Party B:
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.

          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 borne by the losing  Party,  unless the  arbitration  award  stipulates
otherwise.


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

                [Remainder of the page intentionally left blank]




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[Execution Page]









Party A: Shanghai Tianci Industrial (Group) Co. Ltd.,







[Executed pursuant to corporate seal]


Authorized representative




Party B: Shanghai TCH Data Technology Co. Ltd.




[Executed pursuant to corporate seal]


Authorized representative




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<PAGE>



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

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

     Decoding,  formatting,  sorting and  processing,  etc, of various  kinds of
information,  which  information  shall  include but not be limited to financial
information.




                                   Schedule B
                                   ----------
                        Contents of Transmission Services
                        ---------------------------------

     Within the scope that is permitted  by law,  the  contents of  transmission
services provided by Party A shall include:

          1.   Providing mobile information sending platform;

          2.   Providing sales network; and

          3.   Coordinating with mobile service operators.