BUSINESSES AND RELATED ASSETS TRANSFER AGREEMENT





                                     Between





                SHANGHAI SIFANG INFORMATION TECHNOLOGY CO., LTD.





                                       and





                     SHANGHAI TCH DATA TECHNOLOGY CO., LTD.

<PAGE>


                BUSINESSES AND RELATED ASSETS TRANSFER AGREEMENT

                                     Between

                SHANGHAI SIFANG INFORMATION TECHNOLOGY CO., LTD.

                                       and

                     SHANGHAI TCH DATA TECHNOLOGY CO., LTD.

THIS  AGREEMENT  is made in Shanghai  Municipality,  People's  Republic of China
("PRC") on this 26th day of May, 2004 by and between

(1)  SHANGHAI SIFANG INFORMATION TECHNOLOGY CO., LTD., with its legal address at
     No. 689,  Lao Shan Dong Road,  Pudong New  District,  Shanghai,  PRC;  (the
     "Transferor")

and

(2)  SHANGHAI TCH DATA  TECHNOLOGY CO., LTD., with its legal address at No. 689,
     Lao Shan Dong Road, Pudong New District, Shanghai, PRC. (the "Transferee")

WHEREAS:

(A)  The Transferor is a domestic limited  liability company by shares primarily
     engaged  in the  operation  of  telecom  value-added  service  and  related
     Businesses,  including but not limited to pager paging service, pager stock
     information  providing service,  mobile phone message providing service and
     sales of pagers and mobile phones;

(B)  The Transferee is a wholly foreign-owned company;

(C)  The Transferor  agrees to transfer the Businesses and their related assets,
     equities  and  corresponding  liabilities  listed  in  Appendix  I  to  the
     Transferee,  and the Transferee agrees to accept the aforesaid  transfer of
     Businesses   and  their   related   assets,   equities  and   corresponding
     liabilities.

THEREFORE, THE PARTIES HEREBY AGREE as follows:

1.   DEFINITIONS

Unless the  context  requires  otherwise,  the  following  terms  shall have the
meanings given to them below when used in this Agreement:

"Businesses" means the businesses listed in Section (1) of Appendix I, which are
operated by the  Transferor  on the signing day of This  Agreement  and shall be
transferred to the Transferee by the Transferor according to This Agreement.


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"Assets" means all the listed  assets,  equities and  corresponding  liabilities
related to the  Businesses  in Section (2) of Appendix I, which are owned by the
Transferor on the signing day of This  Agreement and shall be transferred to the
Transferor according to this agreement.

"Parties"  means both the  Transferor  and the  Transferee,  and a "Party" means
either one of them.

2.       TRANSFER OF BUSINESSES AND RELATED ASSETS

2.1      The  Transferor  hereby agrees to transfer to the  Transferee,  and the
Transferee  hereby  agrees to acquire  the  Businesses  in  accordance  with the
provisions of This Agreement.

2.2      The  Transferor  hereby agrees to transfer to the  Transferee,  and the
Transferee hereby agrees to acquire the Assets that related to the Businesses in
accordance with the provisions of this  Agreement.  The Assets listed in Section
(2) of Appendix I shall be  determined  by the  principle  of  necessity  to the
Businesses or the principle of financial matching.

2.3      The Parties agree that the Assets to be  transferred  by the Transferor
to the  Transferee  under This  Agreement  shall include all  intangible  assets
besides  those listed in Section 2 of Annex 1 which are owned by the  Transferor
and related to the  Business,  including  but not  limited to, the client  data,
contract  relationship,  business  information and trade secrets etc. of various
types.

2.4      The Parties agree that the  transferring  price for the  Businesses and
Assets under this  Agreement  shall be  determined  by the net book value of the
aforesaid  Assets,  which is  55,433,284.00  RMB  equivalence of 6,678,709.00 US
dollars.

2.5      The  Transferee  shall have the right of  pre-emption  to purchase  the
Transferee's  remaining business and related assets if the law permits. Once the
law permits, the Transferor shall, upon Transferee's  request,  transfer them to
the  Transferee,  with the price  determined  by the net book value or appraisal
value.

3.       DELIVERY OF BUSINESSES AND ASSETS AND PAYMENT OF TRANSFERRING PRICE

3.1      The Businesses shall be delivered to the Transferee from the Transferor
at the signing date of this Agreement.

     The delivery of the Assets  related to the  Businesses  shall be handled by
the parties in accordance with Section 3.3 of this Agreement.  Before the Assets
being delivered,  the Transferor  shall operate the Businesses  continuously and
the profits,  loses and risks as well shall be during this period shall be taken
or burdened by the Transferee.

3.2      After the delivery of the aforesaid Businesses,  the Transferor commits
that it shall not operate businesses competitive or potentially competitive with
aforesaid Businesses.

     After the delivery of the  aforesaid  Businesses,  under the  circumstances
that  services  within the scale of  Businesses  are to be provided by the third
parties to the Transferor for its own business operation,  these services should
be  provided  by the  Transferee.  And the parties  shall  therefore  enter into
agreements concerning the providing of the above services.


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<PAGE>


3.3      The  Transferor  shall be  responsible  for  completing  all procedures
relating to ownership transfer, registration or confirmation for the transfer of
the Businesses and the related Assets.  within Sixty (60) days after the signing
date of this Agreement,  the Transferor shall close the delivery of all relevant
Assets hereunder with the Transferee, and thereafter, the Parties shall sign the
Closing  Acknowledgement Letter as attached in Appendix II hereof evidencing the
completion of the assets delivery.

     The Transferor  shall hand over all the financial,  businesses  operational
and related technical materials  concerning the Assets to the Transferee.  Under
the circumstances that any material,  for its nature,  cannot be delivered,  the
Transferor  shall  take  good  care of  these  items  and  keep  them in a place
convenient for the Transferee to look up, photocopy and use otherwise for free.

3.4      The Transferee shall pay to the Transferor  33,259,970.40  RMB, namely,
60% of the transferring  price within six (6) months after the execution of This
Agreement and delivery of the Business and Related Assets to the Transferee. The
rest amount of the transferring price,  namely,  22,173,313.60 RMB shall be paid
within one year from the above date.

4.       REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR

The Transferor  represents  and warrants to the Transferee  that, on the signing
date of this Agreement:

     a.   It is a company duly organized and existing under the PRC laws and has
          good title,  use right and/or other rights to the  Businesses  and the
          Assets,  and all the  Businesses  and  Related  Assets are free of any
          lease, lien, mortgage, pledge or other encumbrances;

     b.   It has all  corporate  powers  and  authorizations  and has  taken all
          corporate actions necessary for the transfer of the Businesses and the
          Assets hereunder;

     c.   The Businesses and the Assets to be transferred from the Transferor to
          the Transferee are transferable under PRC laws.

     d.   The  Transferor  has not  committed  any acts that violate any laws or
          regulations and may cause any significant damage to the Transferee.

     e.   The  Transferor has not committed any acts that infringe third party's
          patent, copyright,  know-how,  design,  trademarks,  goodwill or other
          intellectual  property  protected by law and may cause any significant
          damage to the Transferor.

     f.   The Transferor is not involved as claimant or defendant or other party
          in any material or primary lawsuit, arbitration,  claim or other legal
          procedures,  ongoing,  pending or threatening as such,  concerning the
          Businesses and Assets,  which have significant and/or primary negative


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<PAGE>

          influence  to the Business  and the Assets of the  Transferee.  Nor is
          there any claims with significant negative influence to the Businesses
          and/or  the Assets of the  Transferee  or any other  facts  which will
          cause the aforesaid claim.

     The Transferor further undertakes to the Transferee that:

     a.   Between  the date of This  Agreement  and the  completing  date of the
          delivery of the Assets, it shall operate, manage, use and maintain the
          Assets in a normal manner in the ordinary course of the Businesses.

     b.   Between  the date of This  Agreement  and the  completing  date of the
          delivery  of the  Assets,  it shall  not  lease,  mortgage,  pledge or
          otherwise encumber any of the Businesses or the Assets;

     c.   Between  the date of This  Agreement  and the  completing  date of the
          delivery of the Assets,  it will not make any  commitments  concerning
          the Businesses  and/or the Assets,  whether  contractual or otherwise,
          other than those necessary for the Transferor to operate the Assets in
          the ordinary course of its Businesses.

     d.   Without the Transferee's consent, the Transferor shall not transfer to
          any third party any of the remaining  Assets which are not transferred
          from the Transferor to the Transferee under this Agreement.

5.        INDEMNIFICATION

The  Transferor  agrees  that,  if it is  found  to be in  breach  of any of the
representations  and warranties set forth in Article 4 hereof, it will indemnify
the Transferee in full for and against all losses,  liabilities,  costs, charges
and expenses incurred by the Transferee due to such breach.

6.        WAIVER

A Party's  failure to insist on strict and timely  performance  of any provision
hereunder  shall  not  constitute  a waiver of such  right,  nor shall a Party's
waiver of such right  constitute a waiver with respect to  subsequent  breaches,
similar or otherwise.

7.        SEVERABILITY

If  for  any  reason  any  provision  of  This  Agreement   becomes  invalid  or
unenforceable  in full or in part,  or is in violation of any  applicable  laws,
such provision shall be deemed to have been deleted herefrom,  and to the extent
permitted  under the law and  considered by the Parties at the time of executing
the Agreement,  replaced by an appropriate provision that is closest to what the
Parties  would  have  desired  according  to  the  meaning  and  purpose  of the
Agreement.  The  remaining  provisions  of this  Agreement  shall be  valid  and
binding.

8.        NOTICE

Notices  and other  communications  between  the  Parties  shall be  prepared in
Chinese in writing, and sent to the following addresses:


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<PAGE>


  Shanghai Sifang Information Technology Co., Ltd.
  Address: No. 689, Lao Shan Dong Road, Pudong New District, Shanghai,
  PRC.
  Attention:  Joe Zhou
  Fax:  8621-63360909

  Shanghai TCH Data Technology Co., Ltd.
  Address: Room 304, No. 689, Lao Shan Dong Road, Pudong New District, Shanghai,
  PRC.
  Attention:  Fu Sixing
  Fax:

9.        LANGUAGE

This Agreement is executed in Chinese.  This Agreement and any amendment  hereto
may be executed by both 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.       GOVERNING LAW AND SETTLEMENT OF DISPUTES

10.1      This Agreement  shall be governed by and construed in accordance  with
the published laws of the mainland area of PRC.

10.2      All disputes arising from the execution of, or in connection with this
Agreement shall be settled through friendly 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 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.

11.      PREVIOUS AGREEMENTS

This Agreement  shall  supercede all  memorandums,  agreements and  arrangements
previously entered into between the Parties on the subject matter hereof and all
such memorandums, agreements and arrangements shall become void from the date of
the execution of this Agreement.

12.       COUNTERPARTS AND EFFECTIVENESS

12.1      This Agreement may be executed by the Parties separately in one or any
number of  counterparts,  each of which  will be an  original,  but all of which
together shall constitute one and the same agreement.  All counterparts shall be
identical.

12.2      This  Agreement  shall become  effective  after it is duly executed by
authorized representatives of the Parties.


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<PAGE>


13.       AMENDMENTS

13.1      Any amendment to this Agreement shall be made in writing and signed by
the authorized  representatives of both Parties. When necessary, an amendment to
this Agreement shall become effective upon approval of the relevant  examination
and approval authority.

13.2      Matters not covered in this  Agreement  shall be handled in accordance
with the laws of the PRC.

IN  WITNESS  WHEREOF,   the  Parties,   acting  through  their  duly  authorized
representatives,  have executed this  Agreement in Shanghai,  the PRC, as of the
date first written above.



TRANSFEROR: Shanghai Sifang Information Technology Co., Ltd.



[Executed pursuant to corporate seal]
-------------------------------------
Authorized representative





TRANSFEREE: Shanghai TCH Technology Co., Ltd.



[Executed pursuant to corporate seal]
-------------------------------------
Authorized representative