EXHIBIT 2

                      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.


                                   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;


  (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.

  3.02 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
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
in  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)

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