PLAN AND AGREEMENT OF REORGANIZATION

                                     BETWEEN
                            MAS Acquisition XI Corp.
                            (an Indiana corporation)

                                       AND
              Bluepoint Software Co., Ltd. (Formally Shenzhen Sinx
                               Software Co., Ltd.)
                             (a Chinese corporation)

  This Plan and  Agreement  of  Reorganization  is entered  into this 7th day of
  January,  2000 by and between MAS Acquisition XI Corp., an Indiana corporation
  with offices at 1710 E, Division Street, Evansville, Indiana 4771 1, hereafter
  referred to as "MAS" and 13luepoint Software Co., Ltd., a Chinese corporation,
  with  offices at 203 W-2,  SECT Science & Industry  Park,  Huaqian Road North,
  Shenzhen,  Gunngong)g  Province,  China,  and  its  shareholders,  hereinafter
  referred to as "BLUEPOINT".

  This Plan or  Reorganization is within the meaning of Section 368 (4)(1)(B) of
  the  Internal  Revenue  Code of 1986,  as amended,  MAS will  acquire from the
  shareholders  of  BLUEPOINT  all of  the  issued  and  outstanding  shares  of
  BLUEPORNT  in return for  15,500,000  shares of the  authorized  but  unissued
  shares of MAS.  BLTJEPOTNT  will then  become and  operate  as a wholly  owned
  subsidiary of MAS.

                                    AGREEMENT

  In order to consummate such plan of  reorganization,  the parties  hereto,  in
  consideration of the mutual

  agreements and on the basis of the  representations  and warranties  hereafter
  set forth, do hereby agree, as follows:


                                    ARTICLE J

  1.01.  Transfer of BLUEPOINT  capital  stock and  consideration  for transfer:
  Subject  to the  terms  and  conditions  of  this  Agreement,  each  BLUEPOINT
  shareholder  shall have endorsed and delivered his or her,  certificate  to Yu
  Deng CEO of BLUEPOINT,  as Trustee,  prior to the closing date, who shall, 'at
  such  closing,  deliver  said  certificates  to Aaron Tsai in exchange for the
  stated  number of shares of MAS (subject to the  provisions of Section 4(2) of
  the Securities Act of 1933, as amended) as set forth in 1.02 below,

  1.02.  Consideration for transfer to MAS: On the closing date,  subject to the
  terms and  conditions of this  Agreement,  and in full  consideration  for the
  transfer  and  delivery  to MAS of all the  issued and  outstanding  shares of
  BLUEPOINT.  MAS shall cause to be delivered by its transfer  agent,  Signature
  Stock  Transfer of Dallas,  Texas,  15,500,000  shares of the  authorized  but
  unissued  capital  stock of MAS.  Said MAS  shares  shall be broken  down into
  individual  names and amounts as requested  in writing by Yu Deng,  authorized
  agent for the BLUEPOINT shareholders, and when issued, such shares to be fully
  paid and nonassessable.  Such shares shall not be free trading as they are not
  at this time  registered  or covered by any  exemption.  Said  shares  will be
  restricted  in nature and said  restriction  shall be reflected on the face of
  all certificates included in the MAS shares.

                                   ARTICLE 11

  2.01.  Closing:  The time of  delivery  by  BLUEPOINT  stockholders  of their-
  respective  shares as  provided in  Paragraph  1.01 of this  Agreement  having
  already taken place,  said shares being held by Yu Deng, as authorized  agent,
  and the  certificate(s) for MAS shares as authorized by the Board of Directors
  of MAS being in hand for delivery to Aaron Tsai, as authorized agent,  closing
  shall be effective with the signing of this Agreement. For purposes of record,
  closing  shall be  effective  on or before 17th day of January,  2000,  5 p.m.
  Central Time.
                                       1
<PAGE>

                                   ARTICLE II

  3.01.  Representations and Warranties by BLUEPOINT:

  (1) BLUEPOINT is a corporation duly organized and validly existing and in good
  standing  under the laws of China.  It has all requisite  corporate  power and
  authority to carry on its business as now being conducted,  to enter into this
  Agreement  and to carry  out and  perform  the terms  and  provisions  of this
  Agreement.  BLUEPOINT is duly qualified, licensed, or domesticated and in good
  standing  as  a  foreign  corporation   authorized  to  do  business  in  each
  jurisdiction  wherein the nature of its activities  conducted or the character
  of  Its  properties  make  such  qualification,  licensing,  or  domestication
  necessary.

  (2)(a)  BLUEPOINT  is  duly  and  lawfully   authorized  by  its  Articles  of
  Incorporation,  to  Issue  the  shares  of  capital  stock  required  by  this
  Agreement;  further,  BLUEPOINT  has no other  authorized  series  or class of
  stock,  All of the outstanding  shares of BLUEPOINT's  capital stock have been
  duly issued.

  (b) BLUEPOINT is not  presently  liable on account of a any  indebtedness  for
  borrowed  monies,  except as  reflected  on the  Balance  Sheet  described  in
  Subparagraph (4), below.

  (c) There   are  no  outstanding  subscriptions,   options,  warrants,  calls,
  contracts, demands,  commitments,  convertible securities, or other agreements
  or arrangements of any character or nature whatsoever under which BLUEPOINT is
  or may be obligated to issue or purchase shares of its capital stock,

  (3) Each  BLUEPOINT  stockholder  severally and for himself at the time of the
  Closing  on the  Closing  Date will be the  lawful  owner of the shares of the
  capital  stock of  BLUE-POINT  held in his name,  free and clear of all liens,
  claims and  encumbrances of every kind. Each stockholder has full legal right,
  power, and authority to sell, assign, and transfer his shares of capital stock
  of  BLUEPOENT;  and the delivery of such shares to any person  pursuant to the
  provisions of this agreement will transfer valid title thereto, free and clear
  of all liens, encumbrances and claims of every kind.

  (4) BLUEPOINT  has furnished MAS with an unaudited  Balance Sheet of BLUEPOINT
  as of September 30, 1999,  hereinafter  referred to as the balance Sheet. Such
  financial  statement  presents fairly the financial  condition of BLUEPOINT at
  such date.  Specifically,  but not by way of  limitation,  the  Balance  Sheet
  discloses  all  of the  debts,  liabilities,  and  obligations  of any  nature
  (whether absolute,  accrued,  contingent, or other-wise, and whether due or to
  become due) of BLUEPOINT at the date thereof

  (5)  BLUEPOINT has not, since September 30, 1999.

  (a)  Incurred any obligations or liabilities,  absolute, accrued,  contingent,
  or  otherwise  and whether due or to become due,  except  current  liabilities
  incurred in the ordinary course of business,  none of which adversely  affects
  the business or prospects of BLUEPOINT.

  (b)  Discharged  or-  satisfied  any  liens  or  encumbrances,  or-  paid  any
  obligation  or  liability,  absolute,  accrued,  contingent  or otherwise  and
  whether  due or to become due,  other than  current  liabilities  shown on the
  Balance Sheet and current  liabilities  incurred since the closing of business
  on the date of the Balance  Sheet,  in each case,  in the  ordinary  course of
  business;

  (c)  Declared  or made any  payment or  distribution  to its  Stockholders  or
  purchased or redeemed,  or obligated itself to purchase or redeem,  any of its
  shares of Capital Stock or other securities;

  (d)  Mortgaged,  pledged,  or  subjected  to lien,  or other  encumbrances  or
  charges, of its assets, tangible or, intangible;

  (c)  Sold or transferred  any of its assets except for  inventory  sold in the
  ordinary course of business or canceled debt or claim;

                                       2
<PAGE>





  (f)  Suffered  any  damage,  destruction,  or loss  (whether or not covered by
  insurance) affecting the properties,  business, or prospects of BLUEPOINT,  or
  waived any rights of substantial value;

  (g)  Entered  into  any  transaction  other  than in the  ordinary  course  of
  business.

  (6)  There  are no  legal  actions,  suits,  arbitration,  or  other  legal or
  administrative  proceedings  pending against  BLUEPOINT which would affect it,
  its properties,  assets, or business. BLUEPOINT is not in default with respect
  to any judgment, order or decree of any government agency or instrumentality.

  (7)  BLUEPOINT  has good and  marketable  title to all of its  properties  and
  assets,  including without limitation those reflected in the Balance Sheet and
  those used or located on property  controlled  by BLUEPOFNT in its business on
  the date of the Balance Sheet and acquired  thereafter  (except assets sold in
  the  ordinary  course of  business),  subject to no  mortgage,  pledge,  lien,
  charge, security interest,  encumbrance, or restriction except those which (a)
  are disclosed on the Balance Sheet as securing specified liabilities,  (b) are
  disclosed  in the  Schedule  of Assets  referred  to @)  Subparagraph  3.01(g)
  hereof;  Or ('c) do not  materially  adversely  affect  the  use  thereof  The
  building  and  equipment  of  BLUEPOINT  are in  good  condition  and  repair,
  reasonable wear and tear excepted. BLUEPOINT has not been, to the knowledge of
  any officer of BLUEPOINT,  threatened with any action or proceeding  under any
  building or, zoning-, ordinance, regulation or law.

  (8)  Prior to Closing  Date, BLUEPOINT  will have  delivered to MAS a separate
  Schedule of Assets, specifically referring to this paragraph, containing

  (a) A true and complete aged list of accounts receivable (if any) as of a date
  no earlier than the Closing Date.

  (b)  A true and complete list of all capitalized machinery,  tools, equipment,
  and  rolling  stock  owned by  BLUEPOINT,  setting  forth all  liens,  claims,
  encumbrances, charges, restrictions, covenants, and conditions.

  (c)  A complete schedule of all fire and other casualty and liability policies
  of BLUEPOINT in effect at the time of delivery of said schedule.

  (9)  BLUEPOINT is not a party to, or otherwise bound by, any written or oral@

  (a)  Contract or agreement not made in the ordinary course of business;

  (b) Lease with respect to any property,  real or, personal,  whether as lessor
  or lessee, except as reflected in the Balance Sheet,

  (c) Contract or other  commitment  continuing for a period of more than thirty
  days and which is not terminable  without cost or other liability to BLUEPORNT
  or its successor except as shown on the Balance Sheet.

  BLUFPOINT  has in all  respects  perforated  all  obligations  required  to be
  performed  by It to  date  and is not in  material  default  under  any of the
  contracts,  agreements, leases, documents, or other arrangement to which it is
  a party or by which it is otherwise bound,

  (10) The books of account,  minute books,  stock certificate  books, and stock
  transfer  ledgers of BLUEPOINT are complete at Closing and also  correct,  and
  there have been no  transactions  involving  the business of  BLUEPOINT  which
  property should have been set forth in said respective books, other than those
  set forth therein,

  (11) Since the Balance  Sheet there has not been any material  adverse  change
  in, or event or condition  materially  and  adversely  affecting the condition
  (financial  or  otherwise)  of  the  properties,   assets  or  liabilities  of
  BLUEPOINT.
                                       3
<PAGE>

  3.02 MAS represents and warrants to BLUEPOINT and its Stockholders as follows:

  (1)  MAS is a  corporation  duly  organized,  validly  existing,  and in  good
  standing under the laws of the State of Indiana

  (2)  MAS is considered a fully-reporting company by the SEC.

  (3)  MAS's  authorized capital stock  consists of 80,000,000  shares of common
  stock and 20,000,000  shares of preferred  stock.  par value $.001.  After the
  completion of this Agreement 20,000,000 shares of common stock will be validly
  issued and outstanding. This figure reflects the shares beneficially issued to
  the  shareholder's  of BLUEPOINT  under Rule 3(a)(9) of the  Securities Act of
  1933.

  (4)  The execution, delivery,  and performance of this Agreement has been duly
  authorized by all requisite  corporate  action.  This Agreement  constitutes a
  valid and binding obligation of MAS in accordance with its terms. No provision
  of the Articles of Incorporation and the amendments  thereto,  by-laws and any
  amendments  thereto,  or of any  contract to which MAS is a party or otherwise
  bound,  which  prevents MAS from  delivering  good title to its shares of such
  capital stock in the manner contemplated hereunder.

  (5)  MAS has furnished  BLUEPOINT  and its  shareholders  with a statement  of
  management, and previous management, that there are little or no assets and no
  liabilities,  and  that  the  corporation,  and its  predecessor  have  had no
  activities in which it could have incurred any liabilities since the September
  30, 1999

  (6)  All of the MAS common shares to be issued to BLUEPOINT shareholders will,
  when  so  issued,   be  validly  issued  and   outstanding,   fully  paid  and
  non-assessable,

  (7) Since the financial condition statement there has not been any material or
  adverse change in, or event or condition  materially  and adversely  affecting
  the condition of MAS.

                                   ARTICLE IV

  4.01 BLUEPOINT  covenants that all statements  made herein and hereto are true
  and correct and may relied upon by MAS.

  4.02.BLUEPOINT covenants  and warrants that all books,   records and financial
  statements  employed or used in  connection  with this  Agreement are true and
  correct  and that the right to examine  same has been  extended to MAS and its
  representatives.

  4.03.Federal Securities Act-Uregistered Stock.

  (1)  Each BLUEPORNT  stockholder  acknowledges  that the  shares of MAS common
  stock to be delivered to. him pursuant to this  Agreement have not and are not
  registered under the 1933 Act, as amended,  and that accordingly such stock is
  not fully transferable except as permitted under various exemptions  contained
  inr the 1933 Act,  and the rules of the  Securities  and  Exchange  Commission
  interpreting said act. The provisions contained in this paragraph are intended
  to ensure compliance with the 1933 Act, as amended,

  (2)  Each BLUEPOINT stockholder  agrees that the  certificates  evidencing the
  shares he will receive shall contain substantially the following legend:

  "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
  AND MAY NOT BE SOLD OR TRANSFERRED  UNLESS THE SAME ARE  REGISTERED  UNDER THE
  SECURITY  ACT OF  1933,  OR THE  COMPANY  RECEIVES  AN  OPINION  FROM  COUNSEL
  SATISFACTORY  TO IT THAT  SUCH  REGISTRATION  IS  NO'F  REQUIRED  FOR  SALE OR
  TRANSFER OR THAT THE SHARES  HAVE BEEN  LEGALLY  SOLD) IN BROKER  TRANSACTIONS
  PURSUANT TO RULE 144 OF THE RULES AND REGULATIONS OF

THE  SECURITIES  AND EXCHANGE  COMMISSION  PROMULGATED  UNDER  SECURI'I'Y ACT OF
1933."

                                    ARTICLE V

  5.01 Conditions Precedent-.

  (1) The aggregate number of shares of the corporation's capital stock tendered
  by the BLUEPOINT  stockholders at the closing shall  constitute 100 percent of
  all of the issued and outstanding Capital Stock of BLUEPOINT.

                                   ARTICLE VI

  6.01 Paragraph  and  other  headings  contained  in  this   Agreement  are for
  reference  purposes  only and  shall  not  affect  in any way the  meaning  or
  interpretation of this Agreement.

  6.02 This Agreement  shall be construed  under and in accordance with the laws
  of the State of Indiana.

  6.03 This  Agreement  shall be binding  an and inure to the  benefit of and be
  enforceable by the BLUEPOINT  shareholders  and MAS, their  respective  heirs,
  executors,  administrators,  legal  representative a, successors,  and assigns
  except as otherwise expressly provided herein,

  6.04 Should  there be any  litigation  arising  from  this  transaction,   the
  prevailing party shall be entitled to recover reasonable  attorney's fees from
  the  other  party,  which  fees may be set by the  court in the  trial of such
  action or may be enforced in a separate action brought for that purpose, These
  fees shall be in addition to any other relief which may be awarded.

  IN WITNESS  WHEREOF,  the parties hereto have executed this Plan and Agreement
  of   Reorganization  on  the  date  first  set  forth,  at  1710  E.  Division
  St.,Evansville, Indiana 47711.

  FOR MAS Acquisition XI CORP.,
  an Indiana Corporation

  By:/s/Aaron Taai
  ----------------
        Aaron Taai, President

  FOR Bluepoint Software Co., Ltd.,
  a Chinese corporation

  By:/s/Yu Deng
  -------------
        Yu Deng, Chairman and (CEO)

                                       4