<PAGE>
                                                                   Exhibit 10.36

                      Dated the 1st day of September, 2000
                      ------------------------------------


                        MR. FREDERICK MICHAEL DEMOPOULOS
                                       and
                            MR. DOUGLAS KHOO KOK HUI
                                       and
                                  MR. LU XIAOHU
                                       and
                     IDG TECHNOLOGY VENTURE INVESTMENT INC.
                                       and
                SOFTBANK CHINA VENTURE INVESTMENTS NO.10 LIMITED

                          (as the Contracting Vendors)

                                       and

                          SAWSTON DEVELOPMENTS LIMITED
                               (as the Purchaser)


            --------------------------------------------------------

                                    AGREEMENT
            for the acquisition of the entire issued share capital of
                         SHARKWAVE ASIA PACIFIC LIMITED

            --------------------------------------------------------


                               WOO, KWAN, LEE & LO
                            27th Floor, Jardine House
                                1 Connaught Place
                                     Central
                                    Hong Kong

<PAGE>

                                    CONTENTS
                                    --------

Clause                                                                      Page
------                                                                      ----

1.   PURPOSE AND DEFINITIONS...................................................2

2.   SALE AND PURCHASE.........................................................7

3.   CONSIDERATION.............................................................7

4.   CONDITIONS PRECEDENT......................................................9

5.   COMPLETION...............................................................13

6.   REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES................13

7.   RESTRICTION RELATING TO THE NEW SHARES...................................16

8.   EMPLOYMENT CONTRACTS.....................................................18

9.   NON-COMPETITION RESTRICTIONS.............................................19

10.  CLAIMS AFTER COMPLETION..................................................19

11.  ENTIRE AGREEMENT.........................................................19

12.  FURTHER ASSURANCES.......................................................19

13.  CONFIDENTIALITY..........................................................20

14.  SUCCESSORS AND ASSIGNS...................................................20

15.  TIME OF ESSENCE..........................................................21

16.  NOTICES..................................................................21

17.  COSTS AND EXPENSES.......................................................22

18.  COUNTERPARTS.............................................................22

19.  SEVERABILITY.............................................................23

20.  GOVERNING LAW AND JURISDICTION...........................................23

Schedules
---------

Schedule 1A         Particulars of the Company
Schedule 1B         Particulars of the PRC Subsidiary
Schedule 2          Particulars of the Sale Shares and the Sale Loans
Schedule 3          Completion Requirements
Schedule 4          The Warranties
Schedule 5          Form of the Indemnity Deed
Schedule 6          Form of the Loan Assignment Deed
Schedule 7          Form of the Employment Contract
Schedule 8          Form of the Non-Competition Undertaking

<PAGE>

THIS AGREEMENT
is made on the 1st day of September, 2000

BETWEEN :-

(1)   MR. FREDERICK MICHAEL DEMOPOULOS of Room 207-209, North Tower, Grand
      Pacific Building, 8A Guang Hua Road, Chaoyang District, Beijing, 100026,
      People's Republic of China ("Mr. Demopoulos");

(2)   MR. DOUGLAS KHOO KOK HUI of Room 207-209, North Tower Grand Pacific Bldg,
      8A Guang Hua Road, Chaoyang District, Beijing, 100026, People's Republic
      of China ("Mr. Khoo");

(3)   MR. LU XIAOHU of Room 616, 1st Tower, Bright China Chang An Bldg., No.7
      Street, Beijing, 100105, People's Republic of China ("Mr. Lu");

(4)   IDG TECHNOLOGY VENTURE INVESTMENT INC. (formerly known as PTV-CHINA INC.),
      a company incorporated in Massachusetts whose registered office is
      situated at 15/th/ Floor, 1 Exeter Plaza, MA 02116, United States of
      America ("IDG");

(5)   SOFTBANK CHINA VENTURE INVESTMENTS NO.10 LIMITED, a company incorporated
      in the Cayman Islands whose registered office is situated at P.O. Box 309,
      George Town, Grand Cayman, Cayman Islands ("Softbank"); and

(6)   SAWSTON DEVELOPMENTS LIMITED, a company incorporated in the British Virgin
      Islands and having its correspondence address at 48th Floor, The Center,
      99 Queen's Road Central, Central, Hong Kong (the "Purchaser").

WHEREAS :-

(A)   (1)   Sharkwave Asia Pacific Limited (the "Company") whose registered
            office is situated at Suite 1508, Central Building, 1 Pedder Street,
            Central, Hong Kong, is a company incorporated in Hong Kong under the
            Companies Ordinance and is validly existing. The amount and
            particulars of the share capital and certain other particulars of
            the Company are as set out in Schedule 1A.

      (2)   Sharkwave Information Technology (Beijing) Co., Ltd. (the "PRC
            Subsidiary") is a wholly foreign owned enterprise established under
            the laws of the People's Republic of China and is validly existing.
            The amount and particulars of the share capital and certain other
            particulars of the PRC Subsidiary are as set out in Schedule 1B.

      (3)   The Company is the registered holder and beneficial owner of 100%
            equity interest in the PRC Subsidiary.

(B)   Each of the Vendors (as hereinafter defined) is the beneficial owner of
      the relevant Sale Shares (as hereinafter defined) as set out against its
      name in column (2) of Schedule 2 and (in the case of the Loan Vendors (as
      hereinafter defined)) the relevant

                                       1

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      amount of Sale Loans (as hereinafter defined) as set out against its name
      in column (3) of Schedule 2, and has the right, power and authority to
      sell and transfer or procure the sale and transfer of their respective
      Sale Shares, and (in the case of the Loan Vendors) to assign or procure
      the assignment of their respective amount of Sale Loans, free from any
      claims, mortgages, charges, liens, equities or other third party rights or
      encumbrances of any description.

(C)   On the terms and subject to the conditions hereinafter mentioned, the
      Contracting Vendors have agreed to sell or procure the sale of, and the
      Purchaser has agreed to purchase or procure the purchase of, the Sale
      Shares and the Sale Loans.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS :-

1.    Purpose and Definitions

1.1.  This Agreement sets out the terms and conditions under and subject to
      which the Contracting Vendors shall sell or procure the sale of, and the
      Purchaser shall purchase or procure the purchase of, the Sale Shares and
      the Sale Loans.

1.2   In this Agreement (including the Recitals and Schedules), the words and
      expressions set out below shall have the meanings attributed to them below
      unless the context otherwise requires :-

      Words               Meanings
      -----               --------

      "Accounts"          means all of the Audited Accounts, the Latest Accounts
                          and the Completion Accounts;

      "Accounts Date"     means 31/st/July 2000;

      "Agreement"         means this agreement (including its schedules), as
                          the same may be amended or supplemented from time to
                          time;

      "Applicable         means accounting principles, standards and practices
      Accounting          generally accepted in Hong Kong;
      Principles"

      "Audited Accounts"  means the audited consolidated accounts of the Company
                          comprising its balance sheet and all the notes thereto
                          as at 30/th/ June 2000 and its profit and loss account
                          for the period from 3/rd/ September 1999 to 30/th/
                          June 2000, a copy of which has been delivered by the
                          Contracting Vendors to the Purchaser prior to the
                          execution of this Agreement;

      "Business Day"
      means a day (other than a Saturday or a Sunday) on

                                       2

<PAGE>

      which banks are open for business in Hong Kong;

      "Companies Ordinance"
      means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

      "Completion"
      means completion of the Sale and Purchase pursuant to this Agreement and
      in accordance with Schedule 3;

      "Completion Accounts"
      means the unaudited consolidated accounts of the Company as at the
      Completion Date to be prepared in accordance with Clause 3.5, comprising
      its balance sheet and all the notes thereto as at the Completion Date;

      "Completion Date"
      means the third Business Day after the Conditions Precedent (except the
      Condition Precedent in paragraph (h) of Clause 4.1) have been fulfilled
      (or waived as provided in Clause 4.4) or such other date as the
      Contracting Vendors and the Purchaser may agree;

      "Conditions Precedent"
      means the conditions precedent as set out in Clause 4.1;

      "Consideration"
      means the aggregate consideration for the sale of the Sale Shares and the
      sale of the Sale Loans;

      "Contracting Vendors"
      means Mr. Demopoulos, Mr. Khoo, Mr. Lu, IDG and Softbank;

      "Designated Entity"
      shall have the meaning ascribed to that term in Clause 4.5(a);

      "Disclosed"
      means specifically disclosed fully and fairly in writing to the Purchaser
      prior to the signing of this Agreement, either in this Agreement or in the
      Disclosure Bundle;

      "Disclosure Bundle"
      means the documents (if any) disclosed by the Contracting Vendors to the
      Purchaser prior to the signing of this Agreement and contained in a bundle
      of documents identified as such and initialled by or on behalf of the
      Purchaser for the purposes of identification;

      "Employment Contract"
      means the employment contract to be entered into by Mr. Demopoulos with
      the Company pursuant to Clause 8;

      "GEM Listing Rules"
      means the Rules Governing the Listing of Securities on the Growth
      Enterprise Market of the Stock Exchange;

      "Group Companies"
      means the Company and the PRC Subsidiary, and "Group Company" shall mean
      either one of them;

                                       3

<PAGE>

      "Holding Company"
      means TOM.COM LIMITED, a company incorporated in the Cayman Islands with
      limited liability;

      "Holding Company Shares"
      means ordinary shares of HK$0.10 each in the share capital of the Holding
      Company;

      "Hong Kong"
      means the Hong Kong Special Administrative Region of the PRC;

      "Indemnity Deed"
      means a deed of indemnity to be executed by the Ordinary Shareholders in
      favour of the Purchaser and the Company, in the form and substance as set
      out in Schedule 5 (or in such other form as may be agreed by all the
      parties thereto);

      "Intel"
      means Intel Pacific, Inc, a company incorporated in Delaware;

      "Intellectual Property Rights"
      means patents, trade marks, service marks, trade names, design rights,
      copyright (including rights in computer software), rights in know-how and
      other intellectual property rights, in each case whether registered or
      unregistered and including applications for the grant of any such rights
      and all rights or forms of protection having equivalent or similar effect
      anywhere in the world;

      "Latest Accounts"
      means the unaudited consolidated management accounts of the Company
      comprising its balance sheet and all the notes thereto as at the Accounts
      Date and its profit and loss account for the period from 1/st/ July 2000
      to the Accounts Date, a copy of which has been delivered by the
      Contracting Vendors to the Purchaser prior to the execution of this
      Agreement;

      "Liabilities"
      means the aggregate of all consolidated liabilities and provisions
      including but not limited to shareholders loans, provisions for taxation,
      bad and doubtful debts, accounts payable, dividends or other distributions
      payable, all other liabilities;

      "Loan Assignment Deed"
      means a loan assignment deed to be executed by each of the Loan Vendors in
      favour of the Purchaser (or as the Purchaser may direct), with the consent
      of the Company, in the form and substance as set out in Schedule 6 (or in
      such other form as may be agreed by all the parties thereto);

      "Loan Vendors"
      means Mr. Demopoulos, Mr. Khoo and Mr. Lu, and "Loan Vendor" shall mean
      any one of them;

                                       4

<PAGE>

      "New Shares"
      means the Holding Company Shares to be issued and allotted pursuant to
      Clause 3.2;

      "Non-Competition Undertaking"
      means the non-competition undertaking to be entered into by each of Mr.
      Demopoulos, Mr. Khoo and Mr. Lu in favour of the Company and the
      Purchaser, pursuant to Clause 9;

      "Ordinary Sale Shares"
      means 5,000,000 Ordinary Shares, representing all the issued Ordinary
      Shares ;

      "Ordinary Shares"
      means ordinary shares of the par value of HK$0.00002 each in the share
      capital of the Company;

      "Ordinary Shareholders"
      means Mr. Demopoulos, Mr. Khoo and Mr. Lu ;

      "PRC"
      means the People's Republic of China;

      "Preferred Sale Shares"
      means 4,028,251 Series A Preferred Shares, representing all the issued
      Series A Preferred Shares;

      "Preferred Shareholders"
      means IDG, Intel and Softbank;

      "Sale and Purchase"
      means the sale of the Sale Shares by the Vendors, the sale of the Sale
      Loans by the Loan Vendor, and the acquisition of the Sale Shares and the
      Sale Loans by or procured by the Purchaser, pursuant to this Agreement;

      "Sale Loans"
      means the entire amount of loans owing by the Company to the Loan Vendors
      as at Completion;

      "Sale Shares"
      means the Ordinary Sale Shares and the Preferred Sale Shares, together
      representing the entire issued share capital of the Company;

      "Series A Preferred Shares"
      means series A preferred shares of the par value of HK$0.00002 each in the
      share capital of the Company;

      "Stock Exchange"
      means The Stock Exchange of Hong Kong Limited;

      "taxation" or "tax"
      means all forms of taxation whenever created or imposed and whether of
      Hong Kong or elsewhere and whether imposed by a local, municipal,
      governmental, state, federal or other body and, without prejudice to the
      generality of the foregoing, includes profit tax, property tax, estate
      duty, transfer tax, transfer duty, stamp duty, sales tax and customs,
      import duty, all fines, penalties, costs, charges, expenses and interest
      relating to any claim for taxation;

      "Vendors"
      means Mr. Demopoulos, Mr. Khoo, Mr. Lu, IDG, Intel and Softbank, and
      "Vendor" shall mean any one of them;

                                       5

<PAGE>

      "Warranties"
      means the representations, warranties and undertakings set out in Clause 6
      and Schedule 4 given by the Vendors and any other representations,
      warranties and undertakings made by the Vendors in any other part of this
      Agreement;

      "HK$"
      means the lawful currency of Hong Kong;

      "US$"
      means the lawful currency of the United States of America.

1.3   Words and phrases defined in section 2 of the Companies Ordinance shall
      where the context so admits be construed as having the same respective
      meanings when used in this Agreement.

1.4   References to statutory provisions shall where the context so admits or
      requires be construed as references to those provisions as respectively
      amended, consolidated, extended, or re-enacted from time to time, and
      shall, where the context so admits or requires, be construed as including
      references to the corresponding provisions of any earlier legislation
      (whether repealed or not) directly or indirectly amended, consolidated,
      extended, or replaced thereby or re-enacted therein, which may be
      applicable to any relevant tax year or other period, and shall include any
      orders, regulations, instruments or other subordinate legislation made
      under the relevant statute.

1.5   References in Schedule 4 to "law(s)", "legal requirement(s)",
      "legislation" and "regulation(s)" are not to be construed being confined
      to the law(s), legal requirement(s), legislation and regulation(s) of any
      particular jurisdiction but shall refer to all law(s), legal
      requirement(s), legislation and regulation(s) in any jurisdiction
      whatsoever which are applicable to or relevant to the subject matters
      mentioned in any paragraph of Schedule 4.

1.6   Headings in this Agreement are for convenience only and do not form part
      of and shall not affect the construction of this Agreement.

1.7   Unless the context otherwise requires, words importing the singular shall
      include the plural and vice versa; words importing one gender shall
      include all genders; and words importing natural persons shall include
      corporations and un-incorporated associations and vice versa.

1.8   References to Clauses are to clauses hereof and references to Sub-clauses
      are, unless otherwise stated, to the sub-clauses of the Clause in which
      the reference appears.

1.9   The Schedules hereto form an integral part of this Agreement and shall be
      construed and shall have the same full force and effect as if expressly
      set out in the body of this Agreement and any reference to this Agreement
      shall, unless the context otherwise requires, includes the schedules
      hereto.

                                       6

<PAGE>

2.    Sale and Purchase

2.1   Subject to the Conditions Precedent having been fulfilled (or waived as
      provided in Clause 4.4) :-

      (a)   each of the Vendors shall as legal and beneficial owner sell the
            relevant Sale Shares as set out against its name in column (2) in
            Schedule 2 (and Mr. Demopoulos shall procure Intel to sell the
            relevant Sale Shares as set out against the name of Intel in column
            (2) in Schedule 2), with effect from Completion free from all
            claims, charges, mortgages, liens, encumbrances, equities and other
            third party rights whatsoever and together with all rights attached,
            accrued or accruing thereto including the right to all dividends and
            distributions declared, made or paid on or after the Completion
            Date, and the Purchaser shall purchase or shall procure the purchase
            of the Sale Shares; and

      (b)   each of the Loan Vendors shall as legal and beneficial owner sell
            the relevant Sale Loan of the principal amount set out against its
            name in column (3) in Schedule 2 (and all outstanding Sale Loans
            owing to the relevant Loan Vendor as at Completion), with effect
            from Completion free from all claims, charges, mortgages, liens,
            encumbrances, equities and other third party rights whatsoever and
            together with all rights attached, accrued or accruing thereto on or
            after the Completion Date, and the Purchaser shall purchase or
            procure the purchase of the Sale Loans.

2.2   Unless otherwise elected by the Purchaser, the sale and purchase of all of
      the Sale Shares and the sale and purchase of all of the Sale Loans shall
      be completed simultaneously, and neither shall be completed unless both
      are completed at the same time.

2.3   Each of the Contracting Vendors hereby irrevocably waive (and Mr.
      Demopoulos shall procure Intel to waive) any and all of its rights of
      first refusal, pre-emptive rights and co-sale rights in relation to any
      and all of the Sale Shares and Sale Loans to enable the Sale and Purchase
      to proceed as contemplated under this Agreement.

3.    Consideration

3.1   The Consideration shall be of the total sum of HK$132,288,306.30 (Hong
      Kong Dollars One Hundred Thirty Two Million Two Hundred Eighty Eight
      Thousand Three Hundred and Six and Cents Thirty Only), and:-

      (a)   the consideration for the Sale Loans shall be an amount equal to the
            principal amount of the Sale Loans, and the consideration for the
            Sale Shares shall be an amount equal to the Consideration less the
            consideration for the Sale Loans ;

      (b)   the part of the Consideration payable to each of the Vendors for the
            relevant Sale Shares and (in the case of the Loan Vendors only) the
            relevant amount of Sale Loans sold by the relevant Vendor shall in
            aggregate be as follows :

                                       7

<PAGE>

Vendor                                   Relevant part of
------                                   ----------------
                                        the Consideration
                                        -----------------

Mr. Demopoulos                           HK$36,631,764.00

Mr. Khoo                                 HK$29,305,411.20

Mr. Lu                                    HK$7,326,352.80

IDG                                      HK$20,634,689.50

Intel                                    HK$19,195,044.40

Softbank                                HK$19,195,044.40;


      (c)   the Consideration shall be satisfied in the manner set out in Clause
            3.2(a) and (b).

3.2   Subject to Clauses 3.3 and 3.4 and at Completion :-

      (a)   the Purchaser shall procure that the Consideration shall be
            satisfied by the allotment and issue by the Holding Company to each
            of the Vendors (or as it may direct) of such number of New Shares as
            shall be determined in accordance with Clause 3.2(b), and such New
            Shares shall be allotted and issued credited as fully paid at the
            price of HK$5.50 per share;

      (b)   the number of New Shares to be allotted and issued to each Vendor
            shall be determined by dividing the relevant amount of the
            Consideration payable to the relevant Vendor by the amount HK$5.50,
            provided that no odd lots of New Shares shall be issued (each board
            lot of the New Shares currently being 2,000 shares) and any part of
            the Consideration not satisfied by the New Shares shall be settled
            by cash; and


      (c)   the Purchaser shall procure that a total of 4,128,000 New Shares be
            allotted and issued by the Holding Company to the Designated Entity,
            and shall pay or procure to pay a sum of HK$7,693.70 to the
            Designated Entity, as referred to in Clause 4.5(a).

3.3   The New Shares to be allotted and issued to each of Mr. Demopoulos, Mr.
      Khoo and Mr. Lu pursuant to Clause 3.2 shall be allotted and issued to
      each of them in accordance with the following timetable :-

                                       8

<PAGE>

                                   Date on which the relevant part of
                                   the New Shares are to be allotted
Relevant part of the New Shares    and issued

50% of the New Shares to be        Upon Completion
allotted and issued to each of
Mr. Demopoulos, Mr. Khoo or Mr.
Lu

25% of the New Shares to be        Upon the expiration of 12 months
allotted and issued to each of     from the date of Completion
Mr. Demopoulos, Mr. Khoo or Mr.
Lu

The remaining 25% of the New       Upon the expiration of 24 months
Shares to be allotted and issued   from the date of Completion.
to each of Mr. Demopoulos, Mr.
Khoo or Mr. Lu

      For the avoidance of doubt, subject only to the fulfilment (or waiver) of
      the Conditions Precedent, the Vendors shall (and, in addition, Mr.
      Demopoulos shall procure Intel to) transfer all the Sale Shares and the
      Loan Vendor shall assign all the Sale Loans to the Purchaser (or as the
      Purchaser may direct) at Completion notwithstanding that part of the New
      Shares are to be allotted and issued on dates subsequent to the date of
      Completion in accordance with this Clause 3.3.

3.4   Each of the Contracting Vendors agree that any sale or dealing of the New
      Shares shall be subject to the restrictions as set out in Clause 7. Mr.
      Demopoulos shall procure Intel to execute and deliver to the Purchaser on
      or before Completion a deed of undertakings in favour of the Purchaser and
      the Company in form and substance satisfactory to the Purchaser to reflect
      the restrictions as set out in Clauses 7.2 and 7.3 in respect of the New
      Shares to be issued to Intel.

3.5   The Vendors shall procure that the Completion Accounts shall be prepared
      and delivered to the Vendors and the Purchaser, within 21 days after the
      Completion Date. The Completion Accounts shall be prepared in accordance
      with Applicable Accounting Principles consistently applied by the Group
      Companies so as to give a true and fair view of the affairs of the Group
      Companies, and the Completion Accounts so delivered shall be subject to
      the agreement of the Purchaser.

3.6   The New Shares to be issued pursuant to Clause 3.2 shall rank pari passu
      in all respects with the existing Holdings Company Shares in issue as at
      the date of issue of the relevant New Shares and shall carry the right to
      receive in full all dividends declared, made or paid on or after the date
      of issue of the relevant New Shares.

4.    Conditions Precedent

4.1   Completion of the Sale and Purchase is conditional upon the following
      conditions precedent having been fulfilled (or waived in accordance with
      Clause 4.4) :-

                                       9

<PAGE>

      (a)   completion to the satisfaction of the Purchaser of its due diligence
            investigation of the corporate matters, the business and the
            financial and other condition of the Group Companies;

      (b)   the Listing Committee of the Growth Enterprise Market of the Stock
            Exchange granting the listing of and permission to deal in the New
            Shares, either unconditionally or subject to conditions to which
            neither the Vendors nor the Purchaser reasonably objects;

      (c)   the receipt by the Purchaser of:-

            (i)    legal opinions satisfactory to the Purchaser issued by legal
                   advisers in the PRC in relation to such questions relating to
                   the Group Companies and their assets and businesses, the Sale
                   and Purchase, and such other questions of PRC law as required
                   by the Purchaser;

            (ii)   legal opinion satisfactory to the Purchaser issued by legal
                   advisers in Delaware in relation to the sale by Intel of its
                   Sale Shares, the validity and enforceability of deeds and
                   undertakings to be executed by Intel as contemplated
                   hereunder, and such other questions of Delaware law as
                   required by the Purchaser;

            (iii)  legal opinion satisfactory to the Purchaser issued by legal
                   advisers in the Cayman Islands in relation to the due and
                   proper execution of this Agreement by Softbank, the validity
                   and enforceability of this Agreement against Softbank, and
                   such other questions of Cayman Islands law as required by the
                   Purchaser;

            (iv)   legal opinion satisfactory to the Purchaser issued by legal
                   advisers in the Massachusetts in relation to the due and
                   proper execution of this Agreement by IDG, the validity and
                   enforceability of this Agreement against IDG, and such other
                   questions of Massachusetts law as required by the Purchaser,

            each of such legal opinions to be in such form and substance
            acceptable to the Purchaser;


      (d)   the receipt by the Purchaser of a written confirmation duly executed
            by the Company of its waiver in respect of its right of first
            refusal against the Vendors in respect of the Sale Shares;

      (e)   all authorisations, registration, filings, licences, confirmations,
            clearances, rulings, decisions, consents, permissions and approvals
            necessary or appropriate for or in connection with the transactions
            contemplated under this Agreement having been obtained or made;

                                       10

<PAGE>

      (f)   the opening of the Restricted Account by Mr. Demopoulos in
            accordance with Clause 7.1, and the entering into of an agreement
            relating to the Restricted Account between him, his relevant Account
            Institution and the Purchaser in accordance with Clause 7.1(g);

      (g)   receipt by the Purchaser of evidence satisfactory to the Purchaser
            that Intel has waived any and all its rights of first refusal,
            pre-emptive rights and co-sale rights in relation to any and all of
            the Sale Shares and Sale Loans;

      (h)   the completion of the sale by Intel of its Sale Shares and the
            purchase thereof by or procured by the Purchaser, at the same time
            with the completion of the sale of the other Sale Shares and the
            Sale Loans by the Contracting Vendors, on the terms set out in this
            Agreement;

      (i)   receipt by the Purchaser of evidence satisfactory to the Purchaser
            that :

            (i)    any and all agreement and arrangement by either of the Group
                   Companies to grant share options or warrants (or to give
                   similar rights) to any employees or officers of either of the
                   Group Companies; and

            (ii)   any and all share options or warrants granted (or similar
                   rights given) to any employee or officer of either of the
                   Group Companies

            have been released, cancelled, waived and surrendered by all
            relevant employee or officer of all Group Companies in favour of the
            Group Companies, such release, cancellation, waiver and surrender to
            be unconditional except only the condition referred to in Clause
            4.5(a) below; and

      (j)   approval of this Agreement and the transactions hereunder by the
            shareholders of the Holding Company, if so required by the Stock
            Exchange.

4.2   (a)   Each of the Contracting Vendors and the Purchaser agrees to (and Mr.
            Demopoulos shall procure Intel to) use all its respective reasonable
            endeavours to procure, as far as it is within its control, that the
            Conditions Precedent in paragraphs (a), (b) and (c) of Clause 4.1
            are fulfilled as early as practicable, and each of them shall give
            to the other such reasonable assistance as shall be necessary for
            that purpose.

      (b)   Each of the Contracting Vendors shall (and Mr. Demopoulos shall
            procure Intel to) procure that the Conditions Precedent in
            paragraphs (d) and (e) of Clause 4.1 are fulfilled as early as
            practicable. Mr. Demopoulos shall further procure that the
            Conditions Precedent in paragraphs (f), (g), (h) and (i) of Clause
            4.1 are fulfilled as early as practicable.

                                       11

<PAGE>

      (c)   For the purpose of enabling the Purchaser to conduct its due
            diligence investigation referred to in Clause 4.1(a), each of the
            Contracting Vendors shall (and Mr. Demopoulos shall procure Intel
            to), in a timely manner, provide the Purchaser and its shareholders
            and their respective legal, financial and other advisors and key
            personnel with all documents and information as any of them may
            request in connection with such due diligence investigation.

      (d)   Each of the Contracting Vendors and the Purchaser shall notify the
            other party in writing as soon as possible following it becoming
            aware of the fulfilment of the Conditions Precedent or any item
            thereof (such notification to be accompanied by copies of such
            documentation and/or other reasonable evidence that the Conditions
            Precedent (or the relevant item thereof) have been fulfilled).

4.3   In the event that the Conditions Precedent are not fulfilled (or waived as
      provided in Clause 4.4) on or before the expiry of 90 days from the date
      of this Agreement, or such later date as the parties may agree, this
      Agreement (except Clauses 1, 11 to 20 and this Clause 4) shall become null
      and void and be of no further effect whatsoever and all the obligations
      and liabilities of the parties hereunder shall cease and terminate (save
      for any antecedent breaches of this Agreement).

4.4   The Conditions Precedent in any one or more of paragraphs (a), (c), (d),
      (e), (f), (g), (h), (i) and (j) of Clause 4.1 (but not in any other
      paragraphs) may be waived by the Purchaser at its sole absolute discretion
      by sending a notice in writing to the Contracting Vendors.

4.5   (a)   The release, cancellation, waiver and surrender referred to in
            paragraph (i) of Clause 4.1 (in respect of any agreement,
            arrangement, options, warrants and/or rights therein referred to)
            shall be unconditional, except only the condition that (subject to
            the Conditions Precedent having been fulfilled, or waived as
            provided in Clause 4.4, and upon Completion), (i) a total of
            4,128,000 New Shares be allotted and issued by the Holding Company
            to an entity (the "Designated Entity") designated and notified in
            writing by Mr. Demopoulos to the Purchaser not later than 3 Business
            Days before the Completion Date, and (ii) a sum of HK$7,693.70 be
            paid or procured to be paid by the Purchaser to the Designated
            Entity.

      (b)   Mr. Demopoulos shall ensure that any arrangement which may be made
            by Mr. Demopoulos with the employees and officers of the Group
            Companies and any arrangement which may be made amongst the said
            employees and officers shall not give rise to or result in any
            adverse impact on the employee relations, business, operations or
            financial or tax position of the Group Companies or of the Purchaser
            and are satisfactory to the Purchaser in all other respects. Mr.
            Demopoulos shall ensure that, in connection with the said
            arrangements, no commitment will be made, and no obligation or
            liability will be incurred, by any Group Company. In the event that
            there is any such commitment, obligation or liability (including
            without limitation, liability in relation to tax) in respect of any
            Group Company, Mr. Demopoulos shall indemnify the Group Company
            against all losses, claims, damages, costs and expenses arising from
            any such commitment, obligation or liability. The Condition
            Precedent in

                                       12

<PAGE>

            paragraph (i) of Clause 4.1 shall not be regarded as fulfilled if
            the requirements of this Clause 4.5(b) are not met to the
            satisfaction of the Purchaser.

5.    Completion

      Subject to the Conditions Precedent having been fulfilled (or waived as
      provided in Clause 4.4), Completion shall take place at 4:00 p.m. on the
      Completion Date at the offices of Messrs. Woo, Kwan, Lee & Lo at 27th
      Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (or at such
      other place and/or time as the Contracting Vendors and the Purchaser may
      agree), at which the transactions set out in Schedule 3 shall take place
      simultaneously, and each party hereto shall perform its respective
      obligations set out therein at Completion.

6.    Representations, warranties, undertakings and indemnities

6.1   (a)   Save as Disclosed, the Ordinary Shareholders hereby unconditionally
            and irrevocably represent, warrant and undertake to and in favour of
            the Purchaser in the terms of the Warranties and acknowledge that
            the Purchaser is entering into this Agreement strictly in reliance
            on each of the Warranties.

      (b)   Each of IDG and Softbank hereby unconditionally and irrevocably
            represents, warrants and undertakes (and Mr. Demopoulos shall
            procure Intel to represent, warrant and undertake unconditionally
            and irrevocably) to and in favour of the Purchaser in the terms of
            :-

            (i)    paragraph 2 of Schedule 4; and


            (ii)   all Warranties with respect to itself in Schedule 4

            and acknowledges that the Purchaser is entering into this Agreement
            strictly in reliance on each of those representations, warranties
            and undertakings.

6.2   (a)   Save as Disclosed, the Ordinary Shareholders hereby unconditionally
            and irrevocably represent, warrant and undertake to and in favour of
            the Purchaser that each of the Warranties and the matters Disclosed
            are at the date of this Agreement, and will at all times from the
            date of this Agreement up to and including Completion be, true,
            complete and accurate in all material respects.

      (b)   Each of IDG and Softbank hereby unconditionally and irrevocably
            represents, warrants and undertakes (and Mr. Demopoulos shall
            procure Intel to represent, warrant and undertake unconditionally
            and irrevocably) to and in favour of the Purchaser that :-

            (i)    the Warranties in paragraph 2 of Schedule 4; and

            (ii)   all Warranties with respect to itself in Schedule 4

                                       13

<PAGE>

            and the matters Disclosed are at the date of this Agreement, and
            will at all times from the date of this Agreement up to and
            including Completion be, true, complete and accurate in all material
            respects.

6.3   Each of the representations, warranties and undertakings in Clauses 6.1
      and 6.2 are given by the Vendors on a joint and several basis.

6.4   Pending Completion, the Vendors shall jointly and severally procure that
      neither the Company nor the PRC Subsidiary shall without the prior written
      consent of the Purchaser :-

      (a)   issue or agree to issue any of its equity or loan capital or other
            securities or grant or agree to grant any option or warrant over or
            right to acquire or convertible into any equity or loan capital; or

      (b)   borrow or otherwise raise money, or incur any indebtedness, of any
            amount (other than under the Loan Agreement); or

      (c)   incur any liabilities or enter into any transactions, agreements or
            arrangements for a value in excess of HK$100,000 (or an equivalent
            amount in any other currency) either in each case or in aggregate;
            or

      (d)   dispose or agree to dispose of or acquire or agree to acquire any
            material asset for a value exceeding HK$100,000 (or an equivalent
            amount in any other currency) either in each case or in aggregate;
            or

      (e)   create or permit to arise any lien, charge, encumbrance, pledge,
            mortgage or any security or other third party right or interest
            (legal or equitable whatsoever) on or in respect of any of its
            undertaking, property or assets or grant or issue or agree to grant
            or issue any guarantee; or

      (f)   declare, pay or make any dividends or other distributions of any
            kind whatsoever, or pay or repay any loans owing by either of the
            Group Companies to any of the Vendors or any of their associates or
            related companies (or any interest on any such loans); or

      (g)   other than to effect the appointment of the directors referred to in
            Schedule 3, appoint any director; or

      (h)   enter into any transaction or arrangement other than for full
            consideration on normal commercial terms and on an arm's length
            basis; or

      (i)   in any respect depart from the ordinary course of its day to day
            business; or

      (j)   increase or agree to increase the remuneration (including, without
            limitation, bonuses, commissions and benefits in kind) of any of
            their directors or employees or provide or agree to provide any
            gratuitous payment or benefit to any such person or any of their
            dependents, and no employees shall be engaged or dismissed or have
            their terms of employment altered; or

      (k)   acquire or agree to acquire or dispose or agree to dispose of any
            asset or stocks or enter into any contract other than in the normal
            course of business; or

                                       14

<PAGE>

      (l)   make any payments out of or into any bank or deposit account or
            increase the cash held by it or reduce current liabilities (except
            for payments or receipts in the ordinary course of business); or

      (m)   alter or agree to alter or terminate or agree to terminate any
            agreement to which they are parties or enter into any unusual or
            abnormal contract or commitment; or

      (n)   enter into any litigation or arbitration proceedings; or

      (o)   terminate the existing insurance policies or do anything to render
            such policies void or voidable; or

      (p)   enter into any agreement or arrangement to, or grant any power of
            attorney or otherwise authorise any other person to, do any of the
            above,

      and each of the Vendors shall procure that the Purchaser be kept fully
      informed of the affairs of the Group Companies at all times until the date
      of Completion. Each of the Vendors further undertakes to procure that, if
      any unpaid amount of the registered capital of the PRC Subsidiary shall
      become due for payment before the Completion Date, such amount shall be
      duly paid in full before the relevant due date.

6.5   Each of the Warranties given under and in the terms of each of Clauses
      6.1, 6.2 and 6.3 is given notwithstanding any investigation which the
      Purchaser may have or ought to have conducted and notwithstanding anything
      which the Purchaser knows or ought to have known (whether before or after
      the entering into of this Agreement).

6.6   The Vendors hereby jointly and severally, unconditionally and irrevocably,
      agree with the Purchaser to indemnify, and always keep indemnified, the
      Purchaser on a full indemnity basis and hold the Purchaser harmless from
      and against all losses, claims, damages, costs, expenses (including legal
      expenses), liabilities and reduction in value which the Purchaser may
      sustain, suffer or incur in connection with the acquisition by the
      Purchaser of the Sale Shares and the Sale Loans and as a result of any
      breach of any of the Warranties or any of the Warranties being or becoming
      incorrect, untrue or misleading, both as such Warranties are originally
      given and as they are repeated on the basis and in the terms as set out in
      this Clause 6.

6.7   (a)   Each of the Vendors shall forthwith notify the Purchaser upon it
            becoming aware of any thing or any event which may show, reveal or
            cause any of the Warranties as or to be incorrect, untrue,
            misleading or breached in any material respect or which may have any
            material adverse effect on the assets or liabilities of the Company
            or of the PRC Subsidiary.

      (b)   The Purchaser shall forthwith notify the Vendors upon it becoming
            aware of any thing or any event which may show, reveal or cause any
            warranties given by the Purchaser hereunder as or to be incorrect,
            untrue, misleading or breached in any material respect.

6.8   Each of the Warranties shall be separate and independent and save as
      expressly provided shall not be limited by reference to any of the other
      Warranties or anything in this Agreement.

                                       15

<PAGE>

6.9   The liability of the Vendors in respect of any breach of the Warranties
      shall be limited as follows :

      (a)   the Vendors shall be under no liability in respect of a breach of
            any of the Warranties unless the Vendors or the relevant Vendor
            shall have received written notice from the Purchaser prior to the
            seventh anniversary of the Completion Date (in relation to any
            Warranties in paragraph 13 of Schedule 4 or any other Warranties
            relating to taxation) or the second anniversary of the Completion
            Date (in relation to any other Warranties) specifying in reasonable
            detail the nature of the relevant claim and any such claim shall (if
            not previously satisfied, settled or withdrawn) be deemed to have
            been waived at the expiration of 6 months after the seventh
            anniversary or second anniversary of the Completion Date (as the
            case may be) unless proceedings in respect thereof shall then have
            been commenced against the Vendors or the relevant Vendor;

      (b)   no liability shall attach to the Vendors unless the amount in
            respect of any individual claim or the aggregate amount thereof
            shall exceed HK$78,000 (or the equivalent thereof) in which case the
            Vendors shall be liable for the full amount thereof; and

      (c)   the aggregate amount of the liability of the Vendors in respect of
            any claim for breach of any of the Warranties shall not exceed the
            aggregate amount of (i) the Consideration under this Agreement; (ii)
            the number of the New Shares allotted under Clause 3.2(c) multiplied
            by HK$5.50 per share; and (iii) and the amount in cash paid or
            procured to be paid by the Purchaser under Clause 3.2(c).

6.10  Notwithstanding any other provision of this Agreement, the limitations of
      any kind whatsoever (including, without prejudice to the generality of the
      foregoing, the limitations provided in Clause 6.9 on making claims within
      particular time periods or limiting claims or the aggregate of claims to
      any particular sums of money) shall not apply to any claim made hereunder
      against the Vendors when such claim is based on any dishonest or
      fraudulent act or omission or fraudulent misrepresentation of or by the
      Vendors, gross negligence, wilful misconduct or illegality.

7.    Restriction relating to the New Shares

7.1   Mr. Demopoulos undertakes to and agrees with the Purchaser as follows :-

      (a)   80% of the New Shares to be allotted and issued to him upon
            Completion in accordance with Clause 3.3 (the "Restricted
            Securities") shall be deposited in an account (the "Restricted
            Account") to be opened under his name and maintained with a
            financial institution (the "Account Institution") proposed by him
            and approved by the Purchaser;

      (b)   the Restricted Securities shall not be sold, mortgaged, charged,
            lent or otherwise disposed of or dealt with unless Mr. Demopoulos
            shall have given a

                                       16

<PAGE>

            written notice to the Purchaser of his intention so to do at 3
            Business Days before the date of the intended disposal or dealing;

      (c)   in addition to the requirements in Clause 7.1(b), the intended
            disposal or other dealing by Mr. Demopoulos shall only be effected
            by or through the Account Institution, and on the condition that all
            proceeds received or derived from the disposal or other dealing
            shall be deposited into, and remain in, the Restricted Account (the
            "Invested Funds");

      (d)   at all times until the date of expiry or termination of the
            Employment Contract, the Invested Funds shall not be withdrawn or
            used by Mr. Demopoulos or by any other person, except for the
            purpose of investing in debt or equity securities listed on an
            internationally recognised stock exchange (and any such listed debt
            or equity securities so invested, together with all income and
            proceeds thereof, shall also be maintained in the Restricted Account
            and subject to restrictions similar to those in this Clause 7.1);

      (e)   all securities and other assets derived from the Restricted
            Securities shall be deposited into and maintained in the Restricted
            Account, shall form part of the Restricted Securities, and shall be
            subject to the same restrictions as set out in this Clause 7.1;

      (f)   any interest and other income derived from the Restricted
            Securities, the Invested Funds and other assets in the Restricted
            Account shall be maintained in the Restricted Account, shall form
            part of the Invested Funds, and shall be subject to the same
            restrictions as set out in this Clause 7.1;

      (g)   the Restricted Account shall be opened and maintained with the
            Account Institution under terms reflecting the restrictions in
            paragraphs (a) to (f) of this Clause 7.1, such terms to be agreed
            between Mr. Demopoulos and the Purchaser and to be contained in an
            agreement to be entered into between Mr. Demopoulos, the Account
            Institution and the Purchaser, and such agreement shall also provide
            that the said restrictions shall not be varied or waived without the
            prior written consent of the Purchaser;

      (h)   Mr. Demopoulos agrees and acknowledges that the Account Institution
            with which he opens and maintains the Restricted Account shall be
            selected by himself, and that the Purchaser shall have no obligation
            or liability whatsoever in connection with the Restricted Account or
            the maintenance of the Restricted Securities and Invested Funds
            (notwithstanding the approval by the Purchaser of the Account
            Institution and any other involvement of the Purchaser in relation
            to the Restricted Account);

      (i)   for the avoidance of doubt, the remaining 20% of the New Shares to
            be allotted and issued to Mr. Demopoulos upon Completion in
            accordance with Clause 3.3 may be disposed of by him without any
            restriction under this Agreement (other than those imposed under
            Clause 7.2 below); and

      (j)   all costs and expenses in connection with the Restricted Account and
            the maintenance and operation thereof shall be borne solely by Mr.
            Demopoulos.

                                       17

<PAGE>

7.2   Each of Mr. Demopoulos, Mr. Khoo, Mr. Lu, IDG, Intel and Softbank agrees
      that (and Mr. Demopoulos shall procure each of Intel and the Designated
      Entity to undertake to the Purchaser in a separate deed that) all of the
      New Shares to be allotted and issued to him or it pursuant to Clause 3
      shall be subject to each of the following conditions and restrictions :

      (a)   not more than 1% of the New Shares received by each of them may be
            sold, lent, mortgaged or otherwise disposed of or dealt with in any
            one trading day; and

      (b)   the New Shares received by each of them may be sold, lent, mortgaged
            or otherwise disposed of or dealt with only if the selling price of
            each New Share received by each of them shall not be less than
            HK$5.50.

      In relation to each of IDG, Intel and Softbank, the restriction in
      paragraph (b) of this Clause 7.2 shall apply only during the period of 6
      months after Completion.

7.3   In relation to the restrictions in Clause 7.2, each of Mr. Demopoulos, Mr.
      Khoo, Mr. Lu, IDG, Intel and Softbank further agrees with the Purchaser
      (and Mr. Demopoulos shall procure each of Intel and the Designated Entity
      to undertake to the Purchaser in a deed) as follows :

      (a)   each of Mr. Demopoulos, Mr. Khoo, Mr. Lu, IDG, Intel and Softbank
            shall notify the Purchaser in writing the details of any sale,
            lending, mortgage or other disposal or dealing of any New Share not
            later than the next trading day following the relevant disposal,
            dealing or agreement so to do, such notification to include the
            relevant share numbers, prices, dates, the precise nature of the
            disposal or dealing (with breakdowns in each case), together with
            such other details as the Purchaser may request for the purpose of
            monitoring the compliance of Clause 7.2;

      (b)   in relation to each of Mr. Demopoulos, Mr. Khoo and Mr. Lu, for the
            purpose of calculating the 1% in Clause 7.2(a) as at any trading
            day, only the New Shares already allotted and issued to the relevant
            Vendor before the relevant trading day shall be taken into account;

      (c)   for the purpose of Clause 7.2(a), if less than one 1% of the
            relevant New Shares are sold, lent, mortgaged or otherwise disposed
            of or dealt with in any one trading day, the shortfall may not be
            sold, lent, mortgaged or otherwise disposed of or dealt with in any
            subsequent trading day; and

      (d)   the condition in Clause 7.2(b) shall not be regarded as fulfilled if
            (even though the average selling price of a number of New Shares is
            not less than HK$5.50 per share) the selling price of any of the New
            Shares is less than HK$5.50.

8.    Employment Contract

8.1   Mr. Demopoulos agrees that he shall upon Completion enter into an
      employment contract with the Company in the form set out in Schedule 7
      (with such variations, if

                                       18

<PAGE>

      any, as may be agreed between Mr. Demopoulos and the Purchaser), on the
      terms and conditions as set out therein.

8.2   Before Completion, the Purchaser and Mr. Demopoulos shall continue with
      their discussions and negotiations in good faith regarding tax related
      matters in the Employment Contract.

9.    Non-Competition Restrictions

      Each of Mr. Demopoulos, Mr. Khoo and Mr. Lu agrees that he shall on or
      before Completion enter into a non-competition undertaking in favour of
      the Company and the Purchaser in the form set out in Schedule 8, on the
      terms and conditions as set out therein.

10.   Claims after Completion

10.1  Subject to Clause 6.9 (which shall be without prejudice to Clause 6.10),
      the representations, warranties, indemnities, undertakings and agreements
      contained in this Agreement shall remain in full force and effect after
      and notwithstanding Completion.

10.2  The Purchaser may take action for any breach or non-fulfilment of any of
      such representations, warranties, indemnities, undertakings and agreements
      given by the Vendors herein either before or after Completion.

10.3  The rights conferred upon the Purchaser by this Agreement are in addition
      to, and without prejudice to, any other rights of the Purchaser and
      failure to exercise any of them shall not constitute a waiver of any such
      right.

11.   Entire Agreement

      This Agreement sets out and constitutes the entire agreement and
      understanding between the parties relating to the Sale and Purchase (and
      the other transactions contemplated under this Agreement) and supersedes
      any previous or contemporaneous discussions, negotiations, agreements or
      understandings relating thereto, whether written or oral (including the
      memorandum of understanding between Mr. Demopoulos, Mr. Khoo, Mr. Lu and
      TOM.COM INTERNATIONAL LIMITED dated 12/th/ August 2000), and no party
      shall rely on any representations or warranties except those expressly
      stated herein.

12.   Further Assurances

12.1  Subject to Completion, each of the Vendors agrees with and undertakes to
      the Purchaser that at any time and from time to time upon the written
      request of the

                                       19

<PAGE>

      Purchaser, it shall do, execute and perform such further acts, deeds,
      documents and things as the Purchaser may reasonably require :-

      (a)   effectively to vest beneficial ownership of the Sale Shares and the
            Sale Loans in the Purchaser or as it may direct free from all
            encumbrances;

      (b)   otherwise to give the full effect of this Agreement and confer the
            full benefit of this Agreement on the Purchaser (or such other
            person as it may direct); and

      (c)   for the purpose of enforcing the Purchaser's rights under this
            Agreement against any third party.

12.2  Mr. Demopoulos undertakes to the Purchaser to procure that Intel shall
      comply with, fulfill and perform all agreements and obligations of Intel
      under this Agreement.

13.   Confidentiality

13.1  Each of the Vendors and the Purchaser shall use its best endeavours to
      keep confidential and not without the prior written approval of the other
      parties to disclose to any party as to matters concerning the Sale and
      Purchase, the allotment and issue of the New Shares and any transaction
      contemplated hereunder and any oral or written information exchanged
      between them with respect to the subject matter of this Agreement,
      Provided that the above restriction shall not apply to such information
      which :-

      (a)   is or become generally available to the public otherwise than as a
            result of any unauthorised disclosure into the public domain of such
            information by the relevant party; or

      (b)   is required to be disclosed by law or an order of a court of
            competent jurisdiction or any stock exchange or any regulatory or
            governmental authority or their respective rules and regulations; or

      (c)   is made available by any party to its legal or financial advisors or
            relevant personnel, on a need to know basis, in connection with any
            transaction contemplated in this Agreement provided that such legal
            or financial advisor or relevant personnel is bound by
            confidentiality obligations similar to those set out in this Clause
            13.1.

13.2  The restrictions contained in this Clause 13 shall continue to apply after
      Completion without limit in time.

14.   Successors and Assigns

      This Agreement shall be binding upon and enure for the benefit of
      successors of the respective parties hereto but shall not be assignable.

                                       20

<PAGE>

15.   Time of Essence

      Any date or period mentioned in this Agreement may be varied or extended
      by agreement of all the parties hereto, but, as regards any date or period
      so varied or extended as aforesaid, or not having been so varied or
      extended, time shall be of the essence of this Agreement.

16.   Notices

16.1  Any notice or other communication given or to be given pursuant to this
      Agreement shall be in writing sent or delivered to the party at the
      address set out below or as may be notified by such party to the others :-

      to Mr. Demopoulos:  Address :  Room 207-209, North Tower,
                                     Grand Pacific Building,
                                     8A Guang Hua Road,
                                     Chaoyang District,
                                     Beijing, 100026,
                                     People's Republic of China

                          Fax no.:   86(10) 6581 5440

      to Mr. Khoo:        Address :  Room 207-209, North Tower
                                     Grand Pacific Bldg,
                                     8A Guang Hua Road,
                                     Chaoyang District,
                                     Beijing, 100026,
                                     People's Republic of China

                          Fax no.:   86(10) 6581 5440

      to Mr. Lu:          Address :  Room 616, 1st Tower,
                                     Bright China Chang An Bldg.,
                                     No.7 Street, Beijing, 100105,
                                     People's Republic of China

                          Fax no.:   86(10) 6512 2068

      to IDG:             Address :  Room 616, Tower A,
                                     Cosco Plaza,
                                     8 Jianguomennei Dajie,
                                     Beijing 100005
                                     People's Republic of China

                          Fax no.:   86(10) 6526 0700
                          Attn:      Mr. Li Jianguang

      to Softbank:        Address :  11/th/ Floor, Man Yee Building,
                                     68 Des Voeux Road Central,

                                       21

<PAGE>

                                     Hong Kong
                          Fax no.:   (852) 2155 9899
                          Attn:      Mr. Michael Tong

      to the Purchaser:   Address :  48th Floor, The Center,
                                     99 Queen's Road Central, Central,
                                     Hong Kong

                          Fax no.:   (852) 2189 7446
                          Attn:      The Company Secretary

16.2  Any notice or other communication shall be deemed to have been received if
      sent by facsimile, at the time of transmission; or if delivered
      personally, when delivered.

16.3  Any notice or other communication sent by facsimile shall be deemed to
      have been received upon receipt of the correct transmission report,
      provided that if any such notice or other communication is sent outside
      business hours, it shall be deemed to have been given on the next
      succeeding Business Day.

17.   Costs and expenses

17.1  Each party shall bear its own legal, accountancy and other costs and
      expenses incurred in connection with the preparation, negotiation,
      settlement and performance of this Agreement.

17.2  Any stamp duty and capital duty payable in connection with the Sale and
      Purchase shall be borne by (i) the Vendors and (ii) the Purchaser in each
      shares.

17.3  The Purchaser shall procure that any capital duty payable in connection
      with the issue and allotment of the New Shares shall be borne by the
      Holding Company.

17.4  Any transaction levy charged by the Stock Exchange in connection with any
      New Shares shall be borne by (i) the Holding Company and (ii) the allottee
      of the relevant New Shares in equal shares.

18.   Counterparts

      This Agreement may be signed in any number of copies or counterparts (and
      by the different parties hereto on separate copies or counterparts), each
      of which when so signed and delivered shall be an original, but all the
      counterparts shall together constitute one and the same instrument. For
      the avoidance of doubt, this Agreement shall not be binding on any party
      hereto unless and until it shall have been executed by or on behalf of all
      persons expressed to be party hereto.

                                       22

<PAGE>

19.   Severability

      Any provision of this Agreement being prohibited by or unlawful or
      unenforceable under any applicable law actually applied by any court of
      competent jurisdiction shall, to the extent required by such law, be
      severed from this Agreement and rendered ineffective so far as is possible
      without modifying the remaining provisions of this Agreement.

20.   Governing Law and Jurisdiction

20.1  This Agreement shall be governed by and construed in all respects in
      accordance with the laws of Hong Kong.

20.2  Each party hereto irrevocably agrees that the courts of Hong Kong shall
      have jurisdiction to hear and determine any suit, action or proceeding,
      and to settle any disputes which may arise out of or in connection with
      this Agreement and for such purposes irrevocably submits to the
      non-exclusive jurisdiction of such courts.

20.3  Each of the Vendors hereby irrevocably appoints the Company as its agent
      to accept on its or his behalf service of process in respect of any
      proceedings in the courts of Hong Kong arising out of this Agreement. If
      for any reason the agent appointed above (or its successor) no longer
      serves as agent of any Vendor for this purpose, such Vendor shall promptly
      appoint a successor agent and notify the other parties hereto provided
      that service effected on the outgoing agent shall continue to be effective
      until a successor has been appointed and notified to the other parties.
      Each Vendor agrees that any such legal process shall be sufficiently
      served on it or him if delivered to its or his agent appointed for service
      as aforesaid at the agent's registered office for the time being in Hong
      Kong whether or not such agent gives notice thereof to such Vendor.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the
day and year first above written.

SIGNED by                                 )
MR. FREDERICK MICHAEL                     )
DEMOPOULOS                                )
in the presence of :-                     )


SIGNED by                                 )
MR. DOUGLAS KHOO KOK HUI                  )
in the presence of :-                     )

                                       23

<PAGE>

SIGNED by                                 )
MR. LU XIAOHU                             )
in the presence of :-                     )

SIGNED by                                 )
                                          )
for and on behalf of                      )
IDG TECHNOLOGY VENTURE                    )
INVESTMENT INC.                           )
in the presence of :-                     )


SIGNED by                                 )
                                          )
for and on behalf of                      )
SOFTBANK CHINA VENTURE                    )
INVESTMENTS NO.10 LIMITED                 )
in the presence of :-                     )


SIGNED by                                 )
                                          )
for and on behalf of SAWSTON              )
DEVELOPMENTS LIMITED                      )
in the presence of / whose signature(s)   )
are verified by :-                        )

                                       24

<PAGE>

                                   Schedule 1A
                                   -----------

                           Particulars of the Company
                           --------------------------

1.   Name of the company                :   Sharkwave Asia Pacific Limited

2.   Registered office                  :   Suite 1508, Central Building,
                                            1 Pedder Street,
                                            Central,
                                            Hong Kong

3.   Date of incorporation              :   3 September 1999
     Incorporation number               :   687515
     Place of incorporation             :   Hong Kong

4.   Directors                          :   DEMOPOULOS Frederick Michael
                                            KHOO Douglas Kok Hui
                                            TONG Siu Bau
                                            LI Jianguang

5.   Share capital          Authorised  :   HK$10,100 divided into :-
                                            (i)  500,000,000 Ordinary Shares of
                                                 HK$0.00002 par value each; and
                                            (ii) 5,000,000 Series A Preferred
                                                 Shares of HK$0.00002 par value
                                                 each

                                Issued  :   HK$180.56502 divided into :-
                                            (i)  5,000,000 Ordinary Shares of
                                                 HK$0.00002 par value each; and
                                            (ii) 4,028,251 Series A Preferred
                                                 Shares of HK$0.00002 par value
                                                 each.

6.   Shares held as follows :-

                                Beneficial Shareholder  No. of Shares
                                ----------------------  -------------
     Registered Shareholder
     ----------------------

     Mr. Frederick Michael      Mr. Frederick Michael   2,500,000 Ordinary
     Demopoulos                 Demopoulos              Shares

     Mr. Douglas Khoo Kok Hui   Mr. Douglas Khoo Kok    2,000,000 Ordinary
                                Hui                     Shares

     Mr. Lu Xiaohu              Mr. Lu Xiaohu           500,000 Ordinary Shares

     IDG Technology Venture     IDG Technology Venture  1,408,251 Series A
     Investment Inc.            Investment Inc.         Preferred Shares

     Intel Pacific, Inc.        Intel Pacific, Inc.     1,310,000 Series A
                                                        Preferred Shares

                                       25

<PAGE>

     Softbank China Venture     Softbank China Venture  1,310,000 Series A
     Investments No.10 Limited  Investments No.10       Preferred Shares
                                Limited



                                       26

<PAGE>

                                   Schedule 1B
                                   -----------

                        Particulars of the PRC Subsidiary
                        ---------------------------------

1.   Name of the company                :   [Company Name in chinese]
                                            (Sharkwave Information Technology
                                            (Beijing) Co., Ltd.)

2.   Registered address                 :   [Address in chinese]
3.   Date of incorporation              :   24 December 1999
     Place of incorporation             :   People's Republic of China

4.   Directors                          :   [Name in chinese]
                                            [Name in chinese]
                                            [Name in chinese]
                                            [Name in chinese]
                                            [Name in chinese]

5.   Legal Representative               :   [Name in chinese]

6.   Registered capital                 :   US$2,000,000

7.   Total investment                   :   US$2,800,000

8.   Registered capital held as follows :-

     Registered Shareholder  Beneficial Shareholder  Amount of registered
     ----------------------  ----------------------  --------------------
                                                     capital paid up as at the
                                                     -------------------------
                                                     date of this Agreement
                                                     ----------------------

     Sharkwave Asia          Sharkwave Asia Pacific  US$1,400,000
     Pacific Limited         Limited

                                       27

<PAGE>

                                   Schedule 2
                                   ----------

               Particulars of the Sale Shares and the Sale Loans

     (1)                   (2)                           (3)

                                                         Principal amount of
                                                         -------------------
                                                         Sale Loans as at the
                                                         --------------------
                                                         date of this Agreement
                                                         ----------------------
     Vendor                Sale Shares
(a)  Mr. Demopoulos        2,500,000 Ordinary Shares     HK$471,483

(b)  Mr. Khoo              2,000,000 Ordinary Shares     HK$309,193

(c)  Mr. Lu                500,000 Ordinary Shares       HK$154,597

(d)  IDG                   1,408,251 Series A Preferred  (Not applicable)
                           Shares

(e)  Intel                 1,310,000 Series A Preferred  (Not applicable)
                           Shares

(f)  Softbank              1,310,000 Series A Preferred  (Not applicable)
                           Shares

                                       28

<PAGE>

                                   Schedule 3
                                   ----------

                             Completion Requirements
                             -----------------------

1.    Obligations of the Vendors
      --------------------------

1.1   At Completion, each of the Vendors shall (and Mr. Demopoulos shall procure
      Intel to) deliver to the Purchaser :-

      (a)   the share certificate in respect of the relevant Sale Shares (as set
            out against in name in column (2) in Schedule 2) in the name of the
            relevant Vendor, and (where applicable) evidence reasonably
            satisfactory to the Purchaser that those Sale Shares are
            beneficially owned by the relevant Vendor free from encumbrances;

      (b)   an instrument of transfer in respect of the said relevant Sale
            Shares, duly executed by the relevant Vendor as the transferor in
            favour of the Purchaser or as the Purchaser may direct, together
            with related sold note signed by the relevant Vendor in compliance
            with the Stamp Duty Ordinance (Cap.117, Law of Hong Kong);

      (c)   any power of attorney or other authority under which such instrument
            of transfer or sold note has been executed;

      (d)   a cashier order or cheque for a sum in payment of the vendors' stamp
            duty on the Sale and Purchase (such sum to be calculated on the
            basis of the part of the Consideration in respect of the relevant
            Vendor as set out in Clause 3.1(b), and taking into account the then
            market value of the New Shares to be allotted and issued to the
            relevant Vendor, if higher), together with an undertaking (in a form
            acceptable to the Collector of Stamp Revenue) to pay any further sum
            of stamp duty.

      (e)   a certified true copy of the minutes of meetings of the boards of
            directors of the Company and the PRC Subsidiary recording the
            resolutions as set out in paragraph 1.2 of this Schedule 3;

      (f)   a written resignation of each of such persons (if any) as may be
            required by the Purchaser to resign from their directorships and all
            other offices in the Company and the PRC Subsidiary (as the case may
            be) with effect from Completion, with acknowledgements executed by
            each of them under seal to the effect that he or she has no claim
            whatsoever against the Company or the PRC Subsidiary (as the case
            may be) for compensation for loss of office or otherwise;

      (g)   the certificate of incorporation, business registration certificate
            (if applicable), business licence (if applicable), minutes books,
            other statutory books and records, common seal and company chops of
            the Company and of the PRC Subsidiary, all accounts books and all
            documents and papers in connection with its affairs and all
            documents of title to their assets in so far as not already
            delivered to the Purchaser or its agents;

                                       29

<PAGE>

      (h)   all the contracts, insurance policies (and premium receipts), and
            all other documents, deeds and instruments entered into by the
            Company or the PRC Subsidiary, in favour of the Company or the PRC
            Subsidiary, or to which the Company or the PRC Subsidiary is
            otherwise a party;

      (i)   a Loan Assignment Deed duly executed by each of the Loan Vendors in
            respect of the relevant amount of the Sale Loans;

      (j)   the Indemnity Deed duly executed by Mr. Demopoulos, Mr. Khoo and Mr.
            Lu;

      (k)   the Employment Contract duly executed by Mr. Demopoulos;

      (l)   the Non-Competition Undertaking duly executed by each of Mr.
            Demopoulos, Mr. Khoo and Mr. Lu in favour of the Company and the
            Purchaser; and

      (m)   (in the case of each Vendor which is a company or a corporation, if
            not previously delivered) a certified true copy of the minutes of
            meeting of the board of directors of the relevant Vendor approving
            this Agreement and the execution and completion thereof and of all
            documents contemplated thereunder.

1.2   The Vendors shall procure that a meeting of the board of directors of the
      Company and the PRC Subsidiary (as the case may be) shall be held before
      Completion, at which :-

      (a)   as regards the Company only, it shall be resolved that the
            instrument of transfer in respect of the Sale Shares as referred to
            in paragraph 1.1(b) of this Schedule 3 be approved for registration
            and passed for registration by the directors of the Company, and
            that new share certificates in respect of the Sale Shares made out
            in the name of the Purchaser (and/or as it may direct) be sealed
            with the Common Seal of the Company and issued to the Purchaser
            (and/or as it may direct);

      (b)   the persons (if any) nominated by the Purchaser shall be appointed
            directors and/or secretary of the Company or the PRC Subsidiary (as
            the case may be) such appointments to take effect from Completion;
            and

      (c)   (if required by the Purchaser) the resignations of the existing
            directors and secretary of the Company and/or the PRC Subsidiary (as
            the case may be) be approved, such resignations to take effect from
            Completion.

2.    Obligations of the Purchaser
      ----------------------------

2.1   At Completion, the Purchaser shall deliver to the Vendors :-

      (a)   share certificates in respect of the relevant New Shares (or, in the
            case of Mr. Demopoulos, Mr. Khoo and Mr. Lu, those New Shares which,
            in accordance with Clause 3.3, are to be allotted and issued to each
            of them upon Completion) registered in the name of the relevant
            Vendor (or as the relevant Vendor may direct), such certificates to
            be issued in such reasonable

                                       30

<PAGE>

            denomination as may be requested by the relevant Vendor at
            reasonable time in advance;

      (b)   a cheque or cheques for any part of the Consideration not satisfied
            by the New Shares and to be settled by cash, as referred to in
            Clause 3.2(b); and

      (c)   (if not previously delivered) a certified true copy of the minutes
            of meeting of the board of directors of the Purchaser approving this
            Agreement and the execution and completion thereof and of all
            documents contemplated thereunder.


                                       31

<PAGE>

                                   SCHEDULE 4

                                 THE WARRANTIES

Subject as Disclosed:-

1.    INFORMATION DISCLOSED TO THE PURCHASER CORRECT

1.1   (a)   All information and documents as provided by each of the Vendors to
            the Purchaser or the Purchaser's auditors or legal adviser relating
            to the business, activities, affairs, or assets or liabilities of
            each of the Group Companies or for the purpose of the transactions
            contemplated by this Agreement or for the purposes of inclusion in
            any announcement or shareholders circular in connection with this
            Agreement was, when given, and is now true, accurate and complete in
            all material respects.

      (b)   All information and documents to be provided by each of the Vendors
            to the Purchaser or the Purchaser's auditors or legal adviser
            relating to the business, activities, affairs, or assets or
            liabilities of each of the Group Companies or for the purpose of the
            transactions contemplated by this Agreement or for the purposes of
            inclusion in the any announcement or shareholders circular in
            connection with this Agreement will, when given, be true, accurate
            and complete in all material respects.

1.2   There are no material facts or circumstances, in relation to the assets,
      business or financial condition of either of the Group Companies which
      have not been Disclosed by each of the Vendors to the Purchaser or it's
      auditors or legal adviser, and which, if Disclosed, might reasonably have
      been expected to affect the decision or willingness of the Purchaser to
      enter into this Agreement.

2.    CORPORATE MATTERS

2.1   Directors
      ---------

      The only directors of each of the Group Companies are the persons whose
      names are listed in Schedule 1A and Schedule 1B respectively. None of the
      directors of any of the Group Companies who have resigned from their
      respective directorships or other offices in any of the Group Companies
      prior to the execution of this Agreement or Completion has or shall have
      any claim against any of the Group Companies for compensation for loss of
      office or otherwise.

2.2   Interest in companies
      ---------------------

      Save for its 100% interests in the issued share capital of the PRC
      Subsidiary, the Company is not and will not at Completion be the owner or
      the registered holder of any

                                     - D-1 -

<PAGE>

      share, equity, registered or loan capital or interest in or other security
      of or directly or indirectly interested in any body corporate,
      partnership, consortium, joint venture or any form of equity wherever
      incorporated or established or other unincorporated association or any
      branch, agency or place of business, or any permanent establishment,
      whether outside Hong Kong, the PRC or otherwise nor has the Company agreed
      nor will it prior to Completion agree to become the owner or registered
      holder of or directly or indirectly interested in any such share, interest
      or security.

      The PRC Subsidiary is not and will not at Completion be the owner or the
      registered holder of any share, equity, registered or loan capital or
      interest in or other security of or directly or indirectly interested in
      any body corporate, partnership, consortium, joint venture or any form of
      equity wherever incorporated or established or other unincorporated
      association or any branch, agency or place of business, or any permanent
      establishment, whether outside Hong Kong, the PRC or otherwise nor has the
      PRC Subsidiary agreed nor will it prior to Completion agree to become the
      owner or registered holder of or directly or indirectly interested in any
      such share, interest or security.

2.3   Options over capital
      --------------------

      There are no agreements or arrangements in force which provide for the
      present or future issue, allotment or transfer of or grant to any person
      the right (whether conditional or otherwise) to call for the issue,
      allotment or transfer of any share, interest or loan capital of the Group
      Companies (including any option or right of pre-emption or conversion).

2.4   New issues of capital
      ---------------------

      No share or loan capital has been issued or allotted, or agreed to be
      issued or allotted, by any of the Group Companies (other than referred to
      in the relevant Schedule 1) since the Accounts Date and there will not be
      any prior to Completion.

2.5   Memorandum and articles of association, statutory books and resolutions
      -----------------------------------------------------------------------

      (a)   Each of the Vendors has delivered or will deliver to the Purchaser
            (i) complete copies of the Accounts and (ii) a true and complete
            copy of the memorandum and articles of association or such other
            similar constitutional documents of each of the Group Companies
            containing full details of the rights and restrictions attached to
            the share capital of each of the Group Companies and having attached
            thereto copies of all such resolutions and agreements as are
            required by law to be delivered to relevant authority for
            registration and all other resolutions passed by each of the Group
            Companies, other than resolutions relating to ordinary business at
            any annual general meeting.

      (b)   Since the Accounts Date, no alteration has been made to the
            memorandum or articles of association or other corresponding
            constitutional documents of each of the Group Companies and no
            resolution of any kind of the shareholders of either

                                     - D-2 -

<PAGE>

            of the Group Companies has been passed and, pending Completion, no
            resolution shall be passed without the prior written consent of the
            Purchaser.

      (c)   The register of members and other statutory books of each of the
            Group Companies have been properly kept and maintained in accordance
            with all laws applicable thereto and contain an accurate and
            complete record of the matters which they should contain.

      (d)   No notice or allegation that any of the foregoing is incorrect or
            should be rectified has been received.

2.6   Documents filed
      ---------------

      All returns, particulars, resolutions and documents required by any
      relevant legislations to be filed with authority in Hong Kong, the PRC or
      elsewhere (as the case may be) in respect of each of the Group Companies
      have been duly filed and were correct; and due compliance has been made
      with all the provisions of all relevant legal requirements in Hong Kong,
      the PRC or elsewhere (as the case may be) in connection with the formation
      of any of the Group Companies, the allotment or issue of shares,
      debentures and other securities, the payment of dividends and the conduct
      of its business.

2.7   Possession of documents
      -----------------------

      All title deeds (if any) relating to the assets of each of the Group
      Companies and an executed copy of all agreements to which any of the Group
      Companies is a party, and the original copies of all other documents which
      are owned by or which ought to be in the possession of each of the Group
      Companies are in their possession or available to their access.

2.8   Investigation
      -------------

      There are not pending, or in existence, any investigations or enquiries
      by, or on behalf of, any governmental or other body in respect of the
      affairs of any of the Group Companies.

2.9   Sale Shares and registered capital of Interest
      ----------------------------------------------

      (a)   The Sale Shares represents (and will at Completion represent) the
            entire issued share capital of the Company, and subject to (d) below
            is and will at Completion be free from all liens, charges,
            encumbrances and third party rights whatsoever (including rights of
            pre-emption). Each of the Vendors is and will at Completion be
            solely beneficially entitled to and able to procure the sale and
            transfer or otherwise disposal of the respective Sale Shares as set
            out against its name in Schedule 2. The Company has not exercised
            any lien over any of its shares and there is outstanding no call on
            the Sale Shares and the Sale Shares are fully-paid.

                                     - D-3 -

<PAGE>

      (b)   The issued shares of the PRC Subsidiary which are referred to in
            Schedule 1B as beneficially owned by the Company are and will at
            Completion be, free from all liens, charges, encumbrances and third
            party rights whatsoever and the PRC Subsidiary is and will at
            Completion be solely beneficially entitled to and able to procure
            the sale and transfer or otherwise disposal of such issued shares.
            The PRC Subsidiary has not exercised any lien over any of such
            issued shares and there is outstanding no call on any of such issued
            shares and all of such issued shares are fully-paid.

      (c)   The issued share capital of each of the Group Companies are duly and
            validly issued, fully paid and non assessable, and such issued
            shares, and all outstanding shares, options and other securities of
            each of the Group Companies have been issued in full compliance with
            the requirements of all applicable securities laws and regulations.

      (d)   The Company has reserved sufficient unissued Ordinary Shares for
            possible issuance upon the conversion of the Series A Preferred
            Shares. Except for the conversion privileges of the Series A
            Preferred Shares, there are no options, warrants, conversion
            privileges, preemptive rights or other rights, or agreements with
            respect to the issuance thereof, presently outstanding to purchase
            or acquire any share of the Company. Apart from the exceptions noted
            herein, no Ordinary Shares or Series A Preferred Shares, or shares
            issuable upon exercise or exchange of any outstanding options,
            warrants or rights, or other shares issuable by the Company, are
            subject to any rights of first refusal or other rights to purchase
            or acquire such shares (whether in favor of the Company or any other
            person), pursuant to any agreement or commitment of the Company.

      (e)   Other than the Vendors herein, no other companies owns or has any
            interest of any nature whatsoever in any shares of any class,
            debentures or other securities issued by any of the Group Companies
            and other than the Company, no other companies owns or has any
            interest of any nature whatsoever in any shares of any class,
            debentures or other securities issued by the PRC Subsidiary.

      (f)   Each of the Vendors or the Company is not aware of any event or
            circumstances has arisen or shall arise prior to Completion which
            would enable the Series A Preferred Shareholders the right to
            receive the payments under Article 11C of its memorandum and
            articles of association.

      (g)   Each of the Vendors or the Company is not aware of any event or
            circumstances has arisen or shall arise prior to Completion which
            would lead to a conversion of the Series A Preferred Shares.

2.10  Other corporate matters
      -----------------------

                                     - D-4 -

<PAGE>

(a)   The Company is duly incorporated and validly existing under the laws of
      the Hong Kong, and the amount and particulars of its share capital and
      other particulars set out in Schedule 1A are and will on Completion be
      true and accurate in all respects.

(b)   The PRC Subsidiary is duly incorporated and validly existing under the
      laws of the PRC, and the amount and particulars of its share capital and
      other particulars set out in Schedule 1B are and will on Completion be
      true and accurate in all respects.

(c)   Each of the Group Companies has full power, authority and legal right to
      own its assets and carry on its business and is not in receivership or
      liquidation, it has taken no steps to enter liquidation and no petition
      has been presented for winding up of any of the Group Companies and there
      are no grounds on which a petition or application could be based for the
      winding up or appointment of a receiver of any of the Group Companies.

(d)   Each of the Series A Preferred Shareholders is duly incorporated or
      established and is validly existing under the laws of its relevant
      jurisdiction of incorporation, with full power and authority to own, lease
      and operate its properties and assets and to execute and perform its
      obligations under this Agreement.

(e)   The execution, delivery and performance by each of the Series A Preferred
      Shareholders of this Agreement has been duly authorised by it and this
      Agreement constitutes a legal, valid and binding obligation of each of the
      Ordinary Shareholders and the Series A Preferred Shareholders enforceable
      in accordance with its terms, subject to the laws of bankruptcy and other
      similar laws affecting the rights of creditors generally.

(f)   Each of the Vendors is not: (i) in breach of the terms of, or in default
      under, any instrument, agreement or order to which it is a party or by
      which it or its property is bound; or (ii) involved in or the subject of
      any current or pending investigation or proceedings (whether
      administrative, regulatory or otherwise), to an extent which is material
      in the context of the transactions herein contemplated.

2.11  Sale Loan
      ---------

(a)   Each of the Loan Vendors is and will at Completion be the sole legal and
      beneficial owner of the relevant amount of the Sale Loans as set out
      against its name in Schedule 2.

(b)   The Sale Loans is and will at Completion be valid and subsisting, due and
      owing in full from the Company to each of the Loan Vendors without default
      and be free from all liens, charges, prior equities, encumbrances,
      compromises, releases, waivers and dealings of any nature whatsoever or
      any agreement for any of the same.

(c)   Each of the Loan Vendors has and will have at Completion the right, power
      and authority to sell and transfer the full legal and beneficial ownership
      and his benefit of and in the Sale Loans to the Purchaser in the manner as
      set out in the Loan Assignment Deed.

                                     - D-5 -

<PAGE>

(d)   Each of the Loan Vendors has not previously assigned or agreed to assign
      his relevant Sale Loans to any third party whether absolutely or
      conditionally.

3.    FINANCIAL MATTERS

3.1   Financial Statements
      --------------------

      (a)   The Accounts :-

            (i)    have been prepared in good faith and in accordance with the
                   Applicable Accounting Principles;

            (ii)   comply in all material respects with all other applicable
                   ordinances, statutes and regulations;

            (iii)  are true, accurate and complete in all material respects with
                   regard to the capital commitments, assets and liabilities
                   (actual and contingent), profits and loss and the financial
                   position of each of the Group Companies as at the date to
                   which the Accounts were made up and of the results for the
                   financial period ended on such date and are not materially
                   affected by any unusual or non-recurring items not disclosed
                   therein;

            (iv)   make provision for all material liabilities of each of the
                   Group Companies as at the date to which the Accounts were
                   made up including, without limitation, all taxation, bad and
                   doubtful debts, depreciation, amortization, and all disputed,
                   deferred or contingent liabilities or capital or burdensome
                   commitments of each of the Group Companies whether liquidated
                   or unliquidated were properly noted in the notes to the
                   balance sheets; and

            (v)    fully disclose all the assets of each of the Group Companies
                   as at the date to which the Accounts were made up,

            and no notice or allegation that any of the above is incorrect has
            been received by each of the Vendors or either of the Group
            Companies.

      (b)   All the accounts, books, ledgers and records of whatever nature of
            each of the Group Companies have been fully and properly maintained
            so that they accurately present and reflect in accordance with the
            Applicable Accounting Principles all transactions entered into by
            any of the Group Companies or to which any of them has been a party.

3.2   Valuation of stock-in-trade and work in progress
      ------------------------------------------------

      (a)   In the Accounts, the stock-in-trade and work in progress of each of
            the Group Companies has been treated in accordance with the
            Applicable Accounting

                                     - D-6 -

<PAGE>

            Principles.

      (b)   In the Accounts, all redundant, obsolete and slow-moving
            stock-in-trade has been written off or written down, as appropriate.

3.3   Depreciation of fixed assets
      ----------------------------

      In the Accounts, the fixed assets of each of the Group Companies have been
      depreciated in accordance with the Applicable Accounting Principles.

3.4   Deferred taxation
      -----------------

      Deferred tax is fully provided for in the Accounts based on the liability
      method, in respect of timing differences between profit as computed for
      taxation purposes and profit as stated in the financial statements to the
      extent that the liability will crystallise in the foreseeable future.

3.5   Books and records
      -----------------

      (a)   All the accounts, books, ledgers, financial and other records
            (including but not limited to statutory and accounting records), of
            whatsoever kind, of each of the Group Companies :-

            (i)    are in its possession or access;

            (ii)   have been fully properly and accurately kept, completed and
                   brought up to date;

            (iii)  do not contain any material inaccuracies or discrepancies of
                   any kind;

            (iv)   give and reflect a true and fair view of its trading
                   transactions, and its financial, contractual and trading
                   position; and

            (v)    have been properly kept and maintained in accordance with
                   relevant laws applicable thereto,

      (b)   All accounts, documents and returns required by law to be delivered
            or made by each of the Group Companies to any government authority
            or regulatory body or any other authority have been duly and
            correctly delivered or made and no notice or allegation that any of
            them is materially incorrect or should be rectified has been
            received by any of the Vendors or any of the Group Companies.

3.6   Position since Accounts Date
      ----------------------------

      (a)   Since the Accounts Date and compared to the Accounts, there has been
            no adverse

                                     - D-7 -

<PAGE>

            change in the financial or trading position or in the prospects of
            any of the Group Companies and no event, fact or matter has occurred
            which is likely to give rise to any such change.

      (b)   Since the Accounts Date and compared to the Accounts:

            (i)    the business of each of the Group Companies has not been
                   affected by any abnormal factor not affecting to a similar
                   extent generally all companies carrying on similar
                   businesses;

            (ii)   full and proper records and books of accounts of the
                   transactions dealings and affairs of each of Group Companies,
                   have been and will be kept, and full and proper entries have
                   been and will be made;

            (iii)  no fixed asset or stock has been written up nor any debt
                   written off, and no unusual or abnormal contract has been
                   entered into by any of the Group Companies;

            (iv)   there has been no deterioration in the turnover or the
                   finance or trading position or prospects of any of the Group
                   Companies;

            (v)    none of the Group Companies has, by doing or omitting to do
                   anything, prejudiced its goodwill and its goodwill will not
                   be prejudiced in any way as a result of the execution of this
                   Agreement or of any other matters contemplated by this
                   Agreement or of any other things;

            (vi)   none of the Group Companies has disposed and will not prior
                   to Completion dispose of any assets other than in the
                   ordinary course of business, and no material capital
                   expenditure nor material liabilities (including contingent
                   liabilities) have been or will be incurred by it before
                   Completion;

            (vii)  no resolutions have been passed by any of the Group Companies
                   in general meetings or by the directors in directors'
                   meetings and nothing has been or will be done prior to
                   Completion in the conduct or management of the affairs of any
                   of the Group Companies which may reasonably be considered as
                   likely to prejudice the interests of the Purchaser;

            (viii) none of the Group Companies has given nor agreed to give any
                   guarantee, indemnity or surety putting it under a prospective
                   or contingent liability that may remain after the date
                   hereof;

            (ix)   no dividend or other distribution has been declared, paid or
                   made by any of the Group Companies;

                                     - D-8 -

<PAGE>

            (x)    there has been no material change in the level of borrowing
                   or in the working capital requirements of any of the Group
                   Companies;

            (xi)   all transactions between any of the Group Companies and any
                   of the Vendors or their respective group have been on an
                   arm's length basis and commercial terms;

            (xii)  no contract, liability or commitment (whether in respect of
                   capital expenditure or otherwise) has been entered into by
                   any of the Group Companies which is of a long term or unusual
                   nature or which involved or could involve an obligation of a
                   material nature or magnitude;

            (xiii) no debtor has been released by any of the Group Companies on
                   terms that it pays less than the book value of its debt and
                   no material debt owing to any of the Group Companies has been
                   deferred, subordinated or written off or has proved to any
                   extent irrecoverable;

            (xiv)  no change has been made in terms of employment and any
                   benefits in kind payable to employees and other employment
                   related matters by any of the Group Companies or any of the
                   Vendors (other than those required by law) which could
                   materially increase the total costs attributable to
                   employment and employee benefits of any of the Group
                   Companies;

            (xv)   there has been no material increase or decrease in the levels
                   of debtors or creditors or in the average collection or
                   payment periods for the debtors and creditors respectively of
                   any of the Group Companies; and

            (xvi)  none of the Group Companies has repaid any borrowing or
                   indebtedness in advance of its stated maturity.

      (c)   The trading prospects, financial position or business of each of the
            Group Companies have not been adversely affected as a result of any
            event or circumstances arising since the Accounts Date and no such
            adverse effect is expected by any of the Group Companies within the
            immediate future.

3.7   Working Capital
      ---------------

      Having regard to existing bank and other financial facilities (including
      financial support from the Purchaser) each of the Group Companies has
      sufficient working capital available to it as at the date of this
      Agreement and up to Completion to enable it to continue to carry on its
      business in its present form and at its present level of turnover and for
      the purpose of performing in accordance with their terms all orders,
      projects and other obligations and discharging all liabilities which ought
      properly to be discharged.

4.    DEBT POSITION

                                     - D-9 -

<PAGE>

4.1   Bank and other borrowings
      -------------------------

      (a)   None of the Group Companies has outstanding borrowing or
            indebtedness in the nature of borrowing directly or indirectly
            created, incurred, assumed or guaranteed or with respect to which
            any of them has otherwise become directly or indirectly liable
            (including, without limitation, any indebtedness for moneys borrowed
            or raised under any acceptance credit, bond, note, bill of exchange
            or commercial paper, finance lease, hire purchase agreement or
            commitments, trade bills (other than those on terms normally
            obtained), forward sale or purchase agreement or conditional sale
            agreement or other transaction having the commercial effect of a
            borrowing) other than:

            (i)    the Intra-Group Loans; and

            (ii)   moneys borrowed from or otherwise owed to third parties which
                   do not exceed HK$200,000 (other than the liability accrued in
                   the Latest Accounts) in aggregate for all of the Group
                   Companies.

      (b)   No material outstanding indebtedness of any of the Group Companies
            has become payable by reason of default by any of the Group
            Companies (as the case may be) and no event of default has occurred
            or is pending which with the lapse of time or the fulfilment of any
            condition or the giving of notice may result in any such
            indebtedness becoming so payable prior to maturity.

      (c)   All amounts outstanding and appearing in the books of any of the
            Group Companies as loan accounts or as due to directors or
            shareholders wholly represent money or moneys worth paid or
            transferred to any of the Group Companies or remuneration accrued
            due and payable for services rendered and (save for such
            remuneration and save for dividends) no part thereof has been
            provided directly or indirectly out of the assets of any of the
            Group Companies.

4.2   Liabilities
      -----------

      (a)   There are no liabilities (including contingent liabilities) which
            are outstanding on the part of any of the Group Companies other than
            those liabilities incurred in the ordinary and proper course of
            business since the Accounts Date.

      (b)   There has been no exercise, purported exercise or claim for any
            charge, lien, encumbrance or equity over any of the assets of any of
            the Group Companies and there is no dispute directly or indirectly
            relating to any of its assets.

      (c)   There are no debts owing to any of the Group Companies other than
            trade debts incurred in the ordinary and usual course of business
            which do not exceed HK$200,000 (other than the liability accrued in
            the Latest Accounts) in aggregate

                                    - D-10 -

<PAGE>

            for any of the Group Companies as a whole.

4.3   Continuation of facilities
      --------------------------

      (a)   In relation to all debentures, acceptance credits, overdrafts, loans
            or other financial facilities outstanding and owing by, or available
            to any of the Group Companies (referred to in this paragraph as
            "facilities"):

            (i)    there has been no contravention of or non-compliance with any
                   provision of any of those documents;

            (ii)   there has not occurred any event of default or any other
                   event or circumstance which would entitle any person to call
                   for early repayment and no steps for the early repayment of
                   any indebtedness have been taken or threatened;

            (iii)  there have not been nor are there any circumstances whereby
                   the continuation of any of the facilities might be
                   prejudiced, or which might give rise to any alteration in the
                   terms and conditions of any of the facilities;

            (iv)   none of the facilities is dependent on the guarantee or
                   indemnity of any security provided by any party other than
                   the Company or the PRC Subsidiary (as the case may be);

            (v)    none of the Vendors has knowledge or information that, as a
                   result of the transactions contemplated in this Agreement,
                   any of the facilities might be terminated or mature prior to
                   its stated maturity; and

            (vi)   none of the Vendors or the Group Companies has received any
                   notice to repay under any agreement relating to any borrowing
                   or indebtedness in the nature of borrowing which is repayable
                   on demand.

5.   EFFECT OF TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT

5.1   (a)   none of the Vendors, having made due and careful enquiries, has
            knowledge, information or belief that after the entering into of
            this Agreement (whether by reason of an existing agreement or
            arrangement or otherwise) or as a result of any other matter
            contemplated under this Agreement and none of the Group Companies
            will lose the benefit of any right or privilege which it enjoys.

      (b)   Neither the execution of this Agreement nor the compliance with the
            terms of this Agreement does and will:-

            (i)    conflict with, or result in the breach of, or constitute a
                   default under, any

                                    - D-11 -

<PAGE>

                   of the terms, conditions or provisions of applicable law,
                   rule or regulation or the articles of association, other
                   constitutional documents or the certificates business licence
                   or permits of any of the Group Companies that enable it to
                   carry on the business or operations now operated by it or
                   contravene the terms or provisions of, or constitute a
                   default under, any indenture, mortgage, deed of trust, loan
                   agreement, note, lease or other agreement or instrument
                   binding upon any of the Group Companies that, singly or in
                   the aggregate, is material to any of the Group Companies, or
                   any judgement, rule or regulation, order or decree of any
                   governmental body, agency or court having jurisdiction over
                   any of the Group Companies and will not result in the
                   creation or imposition of any lien, charge, encumbrance or
                   other restriction upon any assets of each of the Group
                   Companies;

            (ii)   relieve any person from any obligation to any of the Group
                   Companies or cause any person to determine any such
                   obligation or any right or benefit enjoyed by any of the
                   Group Companies, or to exercise any right, whether under an
                   agreement with or otherwise in respect of any of the Group
                   Companies;

            (iii)  result in the creation, imposition, crystallisation or
                   enforcement of any encumbrance whatsoever on any of the
                   assets of any of the Group Companies; and

            (iv)   result in any present or future indebtedness of any of the
                   Group Companies becoming due and payable or capable of being
                   declared due and payable prior to its stated maturity.

5.2   Conduct of businesses in accordance with memorandum and articles of
      -------------------------------------------------------------------
      association or other constituted documents
      ------------------------------------------

      Each of the Group Companies has at all times carried on business and
      conducted its affairs in all respects in accordance with its memorandum
      and articles of association, business licence or other corresponding
      constitutional documents for the time being in force and any other
      documents to which it is or has been a party.

5.3   Agreements restricting business
      -------------------------------

      (a)   None of the Group Companies is a party to any agency,
            distributorship, marketing, purchasing, manufacturing or licensing
            agreement or arrangement, or any restrictive trading or other
            agreement or arrangement which in any way restricts its freedom to
            carry on the whole or any part of its business in any part of the
            world.

      (b)   None of the Group Companies is a party to any undertaking or
            assurances given

                                    - D-12 -

<PAGE>

           to any court or governmental agency which is still in force.

6.    REGULATORY MATTERS

6.1   (a)   Each of the Group Companies has obtained all licences, permissions,
            approvals, orders, registration, authorisations and consents
            required for carrying on its business effectively in the places and
            in the manner in which such business is now carried on. All
            consents, regulatory or corporate approvals, orders, authorizations
            or registrations, qualifications, designations, declarations or
            filings with any governmental authority, agency or political
            subdivision thereof, or any other entity ("Governmental
            Authorizations") on the part of any of the Group Companies and any
            of the Vendors required in connection with the execution, delivery
            and performance by any of the Vendors and by any of the Group
            Companies of this Agreement in order to consummate the transactions
            contemplated herein shall have taken place or been obtained, in
            accordance with all applicable laws and regulations, at or prior to
            Completion, and shall be unconditional and are in full force and
            effort at Completion. The offer, sale and issuance or conversion of
            the Sale Shares in conformity with the terms of this Agreement.

      (b)   The licences, permissions, authorisations and consents referred to
            in paragraph (a) are in full force and effect, not limited in
            duration or subject to any unusual or onerous conditions, have been
            complied with in all material respects.

      (c)   None of the Group Companies has received any indication that any of
            the licences, permissions, authorisations or consents referred to in
            paragraph (a) will or are likely to be revoked or not renewed, in
            whole or in part, in the ordinary course of events (whether as a
            result of the acquisition of the Sale Shares by the Purchaser or
            otherwise).

6.2   (a)   Each of the Group Companies has conducted its business and corporate
            affairs in all material respects in accordance with its business
            licence and with all applicable laws and regulations in accordance
            with the applicable laws and regulations of its relevant
            jurisdiction.

      (b)   None of the Group Companies is in default of any order, decree or
            judgement of any court or any governmental or regulatory authority
            in accordance with the applicable laws and regulations of its
            relevant jurisdiction.

6.3   Powers of attorney and authority
      --------------------------------

      Neither any power of attorney given by any of the Group Companies, nor any
      authority (express or implied) by which any person may enter into any
      contract or commitment to do anything on behalf of them, is in force other
      than those as referred to in this Agreement or necessitated in the usual
      and ordinary course of business of any of the

                                    - D-13 -

<PAGE>

      Group Companies.

6.4   There are no legal or government proceedings pending against any of the
      Group Companies in Hong Kong, the PRC or elsewhere challenging the
      effectiveness or validity of the events and transactions contemplated by
      this Agreement and no such proceedings are threatened or contemplated by
      any governmental agencies in Hong Kong, the PRC or elsewhere.

7.    THE ASSETS

7.1   Ownership
      ---------

      Each of the assets included in the Accounts of each of the Group Companies
      or acquired by it since the Accounts Date is the absolute property of each
      of the Group Companies. Save as disclosed in the Accounts, those assets
      are not the subject of any security interest or any assignment, equity,
      option, right of pre-emption, royalty, factoring arrangement, leasing or
      hiring agreement, hire purchase agreement, conditional sale or credit sale
      agreement, agreement for payment on deferred terms or any similar
      agreement or arrangement (or any agreement or obligation, including a
      conditional obligation, to create or enter into any of the foregoing).

7.2   Status of Proprietary Assets
      ----------------------------

      (a)   Each of the Group Companies has full title and ownership of, or is
            duly licensed to use, all assets that are necessary to enable it to
            carry on its business as now conducted and as presently proposed to
            be conducted without any conflict with or infringement of the rights
            of others (the "Proprietary Assets").

      (b)   No third party has any ownership rights, title, interest, claim in
            or lien on any of the Group Companies' Proprietary Assets and there
            has not occurred any event of default or any other event or
            circumstance which may entitle any third party to terminate any
            agreement or licence in respect of the provision of such facilities
            or services (or any event or circumstance which with the giving of
            notice and/or the lapse of time and/or a relevant determination
            would constitute such an event or circumstance) and each of the
            Group Companies has taken, and in the future it will use its best
            efforts to take, all steps reasonably necessary to preserve its
            legal rights in, and the secrecy of, all its Proprietary Assets,
            except those for which disclosure is required for legitimate
            business or legal reasons.

      (c)   None of the Group Companies has received any notice or claim of, nor
            does it have any knowledge of, any infringement or misappropriation
            by any of them of the asserted rights of others and none of the
            Group Companies is aware of any infringement or misappropriation by
            others of its respective Proprietary Assets. Each of the Group
            Companies has taken all reasonable steps necessary or appropriate to
            establish and maintain its ownership of its Proprietary Assets.

                                    - D-14 -

<PAGE>

      (d)   None of the Group Companies is aware that any of its employees of
            any of them is obligated under any contract or other agreement, or
            subject to any judgment, decree or order of any court or
            administrative agency, that would interfere with the use of its best
            efforts to promote the interest of any of them or that would
            conflict with any of the their business as proposed to be conducted.

      (e)   None of the Group Companies believe it is or will be necessary to
            utilize any inventions, trade secrets or proprietary information or
            any of its employees made prior to their employment by any of them,
            except for inventions, trade secrets or proprietary information that
            have been assigned to any of them.

7.3   Adequacy of Assets
      ------------------

      (a)   The assets of each of the Group Companies and the facilities and
            services to which each of the Group Companies has a contractual
            right include all rights, properties, assets, facilities and
            services necessary for the carrying on of the business of each of
            the Group Companies in the manner in which it is currently carried
            on.

      (b)   The assets of each of the Group Companies and the facilities and
            services to which each of the Group Companies has a contractual
            right include all assets, facilities and services necessary to
            enable each of the Group Companies to conduct its business after
            Completion in the same manner as it was conducted immediately prior
            to Completion.

7.4   Condition
      ---------

      (a)   All the plant, machinery, systems, equipment and vehicles used by
            each of the Group Companies :

            (i)    are in a good state of repair (fair wear and tear excepted)
                   and have been regularly and properly maintained in accordance
                   with appropriate technical specifications, safety regulations
                   and the terms and conditions of any applicable agreement;

            (ii)   are capable of being efficiently and properly used for the
                   purposes for which they were acquired or are retained;

            (iii)  are not dangerous, inefficient, obsolete or in need of
                   renewal or replacement.

7.5   Insurances
      ----------

                                    - D-15 -

<PAGE>

      (a)   The business, undertakings, properties and other assets of each of
            the Group Companies are adequately insured against such risks as are
            normally insured by persons carrying on similar businesses in Hong
            Kong and such insurances include all the insurances which each of
            the Group Companies is required under the terms of any leases or any
            contracts in respect of any of its properties to undertake and such
            insurances are in full force and effect and there are no
            circumstances which could render any of such insurances void or
            voidable and all due premiums in respect thereof have (if due) been
            paid.

      (b)   Each of the Group Companies has obtained, or will obtain (within
            fifteen (15) days of Completion) and will maintain, fire and
            casualty insurance policies with extended coverage, sufficient in
            amount (subject to reasonable deductibles) to allow it to replace
            any of its properties that might be damaged or destroyed.

      (c)   No claim is outstanding by either of the Group Companies under any
            such policy of insurance and, to the best knowledge of each of the
            Vendors, there are no circumstances likely to give rise to such a
            claim.

8.    MILLENNIUM COMPLIANCE AND INTELLECTUAL PROPERTY RIGHTS

8.1   The computer systems and any related hardware and software of each of the
      Group Companies (the System) are Millennium Compliant.

8.2   Registered Rights
      -----------------

      (a)   Each of the Group Companies is the sole legal owner of all
            Intellectual Property Rights registered or sought to be registered
            in any jurisdiction which are held or beneficially owned by each of
            the Group Companies and save as the disclosed there are no pending
            applications of any Intellectual Property Rights and any licence or
            other agreement therefor to which any of the Group Companies is a
            party thereto are

      (b)   No act has been done or omitted to be done and no event has occurred
            or is likely to occur which can reasonably be expected render any of
            such Intellectual Property Rights subject to revocation, compulsory
            licence, cancellation or amendment or may prevent the grant or
            registration of a valid Intellectual Property Right pursuant to a
            pending application.

      (c)   The Company is and will before Completion be the sole sole legal
            owner of the domain name www.shawei.com (the "Domain Name") properly
            registered under its name in the relevant jurisdiction in which it
            is held and the Domain Name is not subject to any licence,
            agreements or any third party rights whatsoever. Save for the Domain
            Name, none of the Group Companies has registered and there are no
            pending applications for any other domain names nor is there any
            agreements or arrangements, licence of domain names which any of the
            Group Companies is

                                    - D-16 -

<PAGE>

            entitled to or for the benefit of any of the Group Companies. The
            Company will cause to be registered the Domain Name as a
            Intellectual Property Right or procure to be done all such acts
            which is necessary for the protection of the Domain Name in any part
            of the world.

8.3   Infringement
      ------------

      (a)   None of the operations of any of the Group Companies infringes any
            rights held by any third party or involve the unauthorised use of
            confidential information disclosed to any of the Group Companies in
            circumstances which can reasonably be expected to entitle a third
            party to make a claim against any of the Group Companies.

      (b)   No claim has been made by any third party which alleges any
            infringing act or process which would fall within paragraph (a)
            above or which otherwise disputes the right of any of the Group
            Companies or any of its employees or consultants to use any
            Intellectual Property Rights relating to its business and none of
            the Vendors is aware of any circumstances (including any act or
            omission to act) likely to give rise to such a claim.

      (c)   There exists no actual or threatened infringement by any third party
            of any Intellectual Property Rights held or used by any of the Group
            Companies (including misuse of Confidential Information) or any
            event likely to constitute such an infringement nor has any of the
            Group Companies acquiesced in the unauthorised use by any third
            party of any such Intellectual Property Rights.

8.4   Intellectual Property Licences
      ------------------------------

      All licences, sub-licences or assignments granted to any of the Group
      Companies in respect of any Intellectual Property Rights used by it are
      Disclosed to the Purchaser and none of the Group Companies is in default
      under any such licences, sub-licences or assignments.

8.5   Loss of Rights
      --------------

      No Intellectual Property Rights owned or used by any of the Group
      Companies and no licence of Intellectual Property Rights of which any of
      the Group Companies has the benefit will be lost, or will be rendered
      liable to any right of termination or cessation by any third party, by
      virtue of the transactions contemplated by this Agreement.

8.6   Records and Software
      --------------------

      (a)   All the accounting records and systems (including but not limited to
            computerised accounting systems) of any of the Group Companies are
            recorded, stored, maintained or operated or otherwise held by any of
            them and are not wholly or

                                    - D-17 -

<PAGE>

            partly dependent on any facilities or systems which are not under
            the exclusive ownership or control of any of the Group Companies.

      (b)   Each of the Group Companies is licensed to use all software
            necessary to enable it to continue to use its computerised records
            for the foreseeable future in the same manner in which they have
            been used prior to the date of this Agreement and does not share any
            user rights in respect of such software with any other person.

8.7   Computer Systems and Software
      -----------------------------

      (a)   All software supplied by or used by each of the Group Companies (all
            "Software") is fit in all respects for its intended purpose, of
            satisfactory quality, performs in all respects in accordance with
            its specifications and user or other manuals or documentation and
            does not contain any defect or feature which does or may adversely
            affect its performance or the performance of any other software,
            hardware or system. None of the Group Companies has at any time had
            any dispute with any person relating to the functionality, quality
            or fitness for purpose of the Software or relating to its compliance
            with its specifications or with any warranties given by any of the
            Group Companies or any other person relating to it.

      (b)   All Software, hardware and equipment owned or used by any of the
            Group Companies or used or operated by third parties on behalf of
            any of the Group Companies in relation to its business, which
            performs or is or may be required to perform functions involving
            dates or the computation of dates or containing date-related data,
            has the programming, design and performance capabilities to ensure
            that:-

            (i)    it will not suffer or cause a malfunction of the type
                   referred to in (a) above; and

            (ii)   it will not be adversely affected by, nor require changes in
                   inputting or operating practices nor produce invalid or
                   incorrect output or results, nor cause any abnormal ending
                   scenario or suffer any diminution in functionality or
                   performance as a result of the date change at the end of the
                   twentieth century or the input, processing, storage or use of
                   dates up to and including 31 December 2001.

            (iii)  All date-related data stored electronically by or on behalf
                   of any of the Group Companies is in such a form that its
                   input, processing, storage or use by or on behalf of any of
                   the Group Companies will not, directly or indirectly, cause a
                   malfunction of the type referred to in (ii) above in any
                   Software, hardware or equipment.

      (c)   Each of the Group Companies has taken all reasonable steps to ensure
            that all Software and all software used by it is free of any virus
            and none of the Group

                                    - D-18 -

<PAGE>

            Companies has any grounds for believing that any virus has or will
            come into contact with the Software and all software used by it.

      (d)   Each of the Group Companies has security procedure in place to
            prevent the unauthorised access, amendment or damage to, or use of,
            any of the Group Companies data or data of third parties held on any
            of the Group Companies computer systems or Software by any third
            party, and no such unauthorised access, amendment, damage or use has
            taken place.

      (e)   Each of the Group Companies has access to the source code of
            Software licensed or sub-licensed to it through and subject to
            source code deposit agreements between the owner(s) of the copyright
            in such Software and appropriate deposit agents.

9.    CONTRACTUAL MATTERS

9.1   Material Contracts
      ------------------

      Save as disclosed in the Accounts, there is not outstanding any material
      agreement or material arrangement to which any of the Group Companies is a
      party:

      (a)   which, by virtue of the transactions contemplated by this Agreement
            or other performance of the terms of this Agreement, will result in:

            (i)    any other party being relieved of any obligation or becoming
                   entitled to exercise any right (including any right of
                   termination or any right of pre-emption or other option); or

            (ii)   any of the Group Companies being in default under any such
                   agreement or arrangement or losing any benefit, right or
                   licence which it currently enjoys or in a liability or
                   obligation of any of the Group Companies being created or
                   increased;

      (b)   to which the Purchaser or its group is a party or in which any
            connected person (as defined under the Listing Rules) is interested
            or from which any such person takes benefit, whether directly or
            indirectly.

      (c)   which has been entered into otherwise than by way of a bargain at
            arm's length and on commercial terms.

      (d)   which establishes any guarantee, indemnity, suretyship, form of
            comfort or support (whether or not legally binding) given by any of
            the Group Companies in respect of the obligations or solvency of any
            third party.

      (e)   pursuant to which any of the Group Companies has sold or otherwise
            disposed of any Group Companies or business in circumstances such
            that it remains subject to

                                    - D-19 -

<PAGE>

            any liability (whether contingent or otherwise) which is not fully
            provided for in its Accounts.

      (f)   which, upon completion by the relevant Group Company of its work or
            the performance of its other obligations under it, is likely to
            result in a loss for the relevant Group Company which is not fully
            provided for in its Accounts or which either is not expected to make
            a normal profit margin or involves an abnormal degree of risk.

      (g)   which establishes any joint venture, consortium, partnership or
            profit (or loss) sharing agreement or arrangement to which any of
            the Group Companies is a party.

      (h)   which constitutes any power of attorney given by any of the Group
            Companies or any other authority which would enable any person not
            employed by the relevant Group Company to enter into any contract or
            commitment on behalf of the relevant Group Company.

      (i)   which involves or is likely to involve: (i) material expenditure by
            any of the Group Companies; or (ii) material obligations or
            restrictions of any of the Group Companies of an unusual or
            exceptional nature or magnitude and not in the ordinary and usual
            course of business.

      (j)   which establishes any material agency, distributorship, marketing,
            purchasing, manufacturing or licensing agreement or arrangement to
            which any of the Group Companies is a party.

      (k)   which is a currency and/or interest rate swap agreement, asset swap,
            future rate or forward rate agreement, interest cap, collar and/or
            floor agreement or other exchange or rate protection transaction or
            combination thereof or any option with respect to any such
            transaction or any other similar transaction to which any of the
            Group Companies is a party.

      (l)   which is any other agreement or arrangement having or likely to have
            a material effect on the financial or trading position or prospects
            of any of the Group Companies.

      (m)   which is a bid, tender, proposal or offer which, if accepted, would
            result in any of the Group Companies becoming a party to any
            agreement or arrangement of a kind described in paragraphs (a) to
            (l) above.

9.2   Defaults
      --------

                                    - D-20 -

<PAGE>

      (a)   None of the Group Companies is in material default under any
            agreement to which it is a party and there are no circumstances
            likely to give rise to any such material default.

      (b)   No party with whom any of the Group Companies has entered into any
            agreement or arrangement is in default under such agreement or
            arrangement and there are no circumstances likely to give rise to
            any such default or incapable of performing its obligations or
            granting any rights thereunder.

9.3   Binding Obligations
      -------------------

      None of the Vendors and the Group Companies is aware of the invalidity of,
      or a ground for termination, avoidance or repudiation of, any agreement,
      arrangement or obligation to which any of the Group Companies is a party
      (the "Contracts") which will or is likely to have a material adverse
      impact on the business or operations of any of the Group Companies. No
      party with whom any of the Group Companies has entered into a Contract has
      given notice of its intention to terminate, or has sought to repudiate or
      disclaim, the relevant Contract which will or is likely to have a material
      adverse impact on the business or operations of any of the Group
      Companies. The obligations of the parties to the Contracts are legal,
      valid, binding and enforceable in accordance with their respective terms.

10.   LITIGATION AND INVESTIGATIONS

10.1  Litigation
      ----------

      (a)   None of the Vendors and the Group Companies is a plaintiff or
            defendant in or otherwise a party to any litigation, arbitration or
            administrative proceedings which are in progress or threatened or
            pending by or against or concerning any of the Group Companies or
            any of its assets.

      (b)   So far as any of the Vendors is aware, no governmental or official
            investigation or inquiry concerning any of the Group Companies is in
            progress or pending.

      (c)   None of the Vendors is aware of any circumstances which are likely
            to give rise to any such proceeding, investigation or inquiry as is
            referred to in paragraph (a) or paragraph (b).

      (d)   There is no action, suit, proceeding, claim, arbitration or
            investigation ("Action") pending (or, to the best knowledge of each
            of the Group Companies and each of the Vendors, currently
            threatened) against any of the Vendors or any of the Group
            Companies, any Group Companies activities, properties or assets or,
            to the best of knowledge of any of the Group Companies and the
            Vendors, against any officer, director or employee of any of the
            Group Companies in connection with such officer's, director's or
            employee's relationship with, or actions taken on behalf of

                                    - D-21 -

<PAGE>

            any of the Group Companies. To the best knowledge of any of the
            Group Companies and any of the Vendors, there is no factual or legal
            basis for any such Action that might result, individually or in the
            aggregate, in any material adverse change in the business,
            properties, assets, financial condition, affairs or prospects of the
            Companies. There are no Actions pending or, to the best knowledge of
            any of the Group Companies and any of the Vendors, threatened (or
            any basis therefor), relating to the prior employment of any of the
            Group Companies employees or consultants, their use in connection
            with any of the Group Companies business of any information,
            technology or techniques allegedly proprietary to any of their
            former employers, clients or other parties, or their obligations
            under any agreements with prior employers, clients or other parties.
            None of the Group Companies is a party to or subject to the
            provisions of any order, writ, injunction, judgment or decree of any
            court or government agency or instrumentality and there is no Action
            by any of the Group Companies currently pending or which it intends
            to initiate.

      (e)   There is no dispute with any revenue or other official, department
            in Hong Kong, the PRC or elsewhere, in relation to the affairs of
            any of the Group Companies, and to the best information and belief
            of each of the Vendors and the Group Companies there are no facts
            which may give rise to any dispute.

      (f)   There is no unsatisfied judgment order or decree of any court
            tribunal or any governmental agency outstanding against any of the
            Group Companies or which may have an adverse effect upon any of the
            Group Companies or its business, operations, assets or liabilities
            or any part of the same.

      (g)   No event has occurred causing, or which upon intervention or notice
            by any third party may cause, any floating charge created by any of
            the Group Companies, to crystallise or any charge created by it to
            become enforceable, nor has any such crystallisation occurred nor is
            such enforcement in process.

11.   DIRECTORS AND EMPLOYEES

11.1  Employees
      ---------

      Save as otherwise agreed in writing between Mr. Demopolous and the
      Purchaser as soon as practicable on or after the signing of this
      Agreement, none of the Group Companies has entered into any arrangements
      regarding any future variation in any contract of employment in respect of
      any of its directors and employees or any agreement imposing an obligation
      on any of the Group Companies to increase the basis and/or rates of
      remuneration and/or the provision of other benefits in kind to or on
      behalf of any of its directors or employees at any future date.

11.2  Compliance
      ----------

                                    - D-22 -

<PAGE>

      Each of the Group Companies has in relation to each of its employees (and
      so far as relevant to each of its former employees) complied in all
      material respects with all statutes, regulations, codes of conduct,
      collective agreements, terms and conditions of employment, orders and
      awards relevant to their conditions of service or to the relations between
      it and its employees (or former employees, as the case may be) or any
      recognised trade union.

11.3  No Breach by Employee
      ---------------------

      To the best knowledge of each of the Group Companies and each of the
      Vendors, no employee or consultant of any of the Group Companies is
      obligated under any agreement (including licenses, covenants or
      commitments of any nature) or subject to any judgment, decree or order of
      any court or administrative agency, or any other restriction that would
      interfere with the use of his or her best efforts to carry out his or her
      duties for the respective Group Companies or to promote the interests of
      the respective Group Companies or that would conflict with the business of
      any of the Group Companies as proposed to be conducted. The carrying on of
      each of the Group Company's business by the employees and contractors of
      such Group Companies and the conduct of its business as presently
      proposed, will not, to the best knowledge of each of the Group Companies
      and each of the Vendors, conflict with or result in a breach of the terms,
      conditions or provisions of, or constitute a default under, any contract,
      covenant or instrument under which any of such employees or contractors or
      any of the Group Companies is now obligated. To the best knowledge of each
      of the Group Companies and each of the Vendors, at no time during the
      conception of or reduction of any of the Group Companies' Proprietary
      Assets to practice was any developer, inventor or other contributor to
      such patents operating under any grants from any governmental entity or
      agency or private source, performing research sponsored by any
      governmental entity or agency or private source or subject to any
      employment agreement or invention assignment or nondisclosure agreement or
      other obligation with any third party that could adversely affect any of
      the Group Company's rights in such Proprietary Assets.

11.4  Incentive Schemes
      -----------------

      Save as Disclosed, none of the Group Companies has in existence (or is
      proposing to introduce) any share incentive scheme, share option scheme or
      profit sharing scheme for all or any of its directors or employees.

11.5  Payments on Termination
      -----------------------

      Except to the extent (if any) to which provision or allowance has been
      made in the Accounts of each of the Group Companies:

      (a)   no outstanding liability has been incurred by any of the Group
            Companies for breach of any contract of employment or for services
            or for long service or redundancy payments, protective awards,
            compensation for dismissal or for any

                                    - D-23 -

<PAGE>

            other liability accruing from the termination of any contract of
            employment or for services, and no such liability will be incurred
            by any of the Group Companies as a result of the acquisition of the
            Sale Shares by the Purchaser or other performance of the terms of
            this Agreement;

      (b)   no gratuitous payment has been made or benefit given (or promised to
            be made or given) by any of the Group Companies in connection with
            the actual or proposed termination or suspension of employment, or
            variation of any contract of employment, of any present or former
            director or employee of any of the Group Companies;

      (c)   there is not in existence any contract of employment with any
            director or employee of any of the Group Companies, nor any
            consultancy agreements with any of the Group Companies, which cannot
            be terminated by three months' notice or less without giving rise to
            any claim for damages or compensation (other than a statutory
            redundancy payment or statutory compensation for unfair dismissal).

11.6  Retirement Benefits
      -------------------

      Save for the mandatory contributions under the social security
      participation or other contributions as required by the applicable laws of
      Hong Kong, the PRC or elsewhere, there are no occupational retirement
      schemes, retirement benefits, pension, provident, superannuation, share
      option, share incentive, life assurance, disability or similar schemes,
      arrangements or obligations of either of the Group Companies for any of
      its employees or any of their spouses or dependants. Neither of the Group
      Companies has any obligation (whether legally binding or established by
      custom other than long service payment liability under the applicable laws
      of Hong Kong, the PRC or elsewhere) to pay any pension, allowance or
      gratuity or make any other payment on termination of service, death or
      retirement or to make any payment for the purpose of providing any similar
      benefits to or in respect of any of its employees or any spouse or
      dependant of any such persons and is not a party to any scheme or
      arrangement having as its purpose or one of its purposes the making of
      such payments or the provision of such benefits. Neither of the Group
      Companies has any proposals to establish any such schemes, arrangements or
      obligations.

12.   INSOLVENCY ETC.

      (a)   No order has been made, petition presented or meeting convened for
            the purpose of considering a resolution for the winding up of any of
            the Group Companies or for the appointment of any provisional
            liquidator. No petition has been presented for an administration
            order to be made in relation to any of the Group Companies, and no
            receiver (including any administrative receiver) has been appointed
            in respect of the whole or any part of any of the property, assets
            and/or undertaking of either of the Group Companies.

                                    - D-24 -

<PAGE>

      (b)   No composition in satisfaction of the debts of any of the Group
            Companies, or scheme of arrangement of its affairs, or compromise or
            arrangement between it and its creditors and/or members or any class
            of its creditors and/or members, has been proposed, sanctioned or
            approved.

      (c)   No distress, distrain, charging order, garnishee order, execution or
            other process has been levied or applied for in respect of the whole
            or any part of any of the property, assets and/or undertaking of any
            of the Group Companies.

      (d)   No facts are known to any of the Vendors or any of the Group
            Companies which are likely to result in any such proceedings being
            brought by or against any of the Group Companies or against any
            person for whose acts or defaults any of the Group Companies may be
            vicariously liable or in respect of which any of the Group Companies
            is liable to indemnify any party concerned therein.

13.   TAXATION

13.1  Administration
      --------------

      (a)   All returns, notifications, documents, computations and payments
            which should be or should have been made by any of the Group
            Companies for any taxation purpose have been duly made within the
            requisite periods and are up-to-date, correct and on a proper basis
            and to the best of the belief and knowledge of each of the Vendors
            none of them is or is likely to be the subject of any dispute with
            taxation authorities whether in the Hong Kong, the PRC or elsewhere.
            All such information was when provided and remain complete and
            accurate and all such returns and notices were when provided and
            remain complete and accurate and were made on a proper basis.

      (b)   All particulars which had been furnished to taxation authorities
            whether in the Hong Kong, the PRC or elsewhere, in connection with
            the application for any consent or clearance on behalf of any of the
            Group Companies or affecting any of them, fully and accurately
            disclosed all facts and circumstances material for the decision of
            those authorities; and all such consents or clearances are valid and
            effective; and any transaction, for which consent or clearance has
            previously been obtained, has been carried into effect (if at all)
            only in accordance with the terms of the relative application and
            consent or clearance.

      (c)   None of the Group Companies has taken any action which has had, or
            might have, the result of altering, prejudicing or in any way
            disturbing any arrangement or agreement which it has previously
            negotiated with any taxation authorities.

      (d)   No tax authority has agreed to operate any special arrangement
            (being an arrangement which is not based on a uniform application of
            the relevant

                                    - D-25 -

<PAGE>

            legislation whether expressly provided for in the relevant
            legislation or operated by way of extra statutory concession or
            otherwise) in relation to either of the Group Companies.

13.2  Taxation claims, liabilities and reliefs
      ----------------------------------------

      (a)   None of the Group Companies has received any notice or allegation
            from any tax authorities that it has not complied with any relevant
            legal requirement relating to registration or notification for
            taxation purposes and is not involved in any dispute or
            investigation with any tax authority and there are no facts or
            matters which it reasonably believes will cause any such dispute or
            investigation or any liability for taxation (present or future).

      (b)   None of the Group Companies is or will become liable to pay, or make
            reimbursement or indemnity in respect of, any taxation (or any
            amount corresponding to taxation) in consequence of the failure by
            any other person to discharge that taxation or amount within any
            specified period or otherwise, where the taxation or amount relates
            to a profit, income or gain, transaction, event, omission or
            circumstance arising, occurring or deemed to arise or occur (whether
            wholly or partly) prior to Completion.

      (c)   No relief (whether by way of deduction, reduction, set-off
            exemption, repayment or allowance, or otherwise) from, against or in
            respect of any taxation has been claimed and/or given to any of the
            Group Companies which could or might be effectively withdrawn,
            postponed, restricted or otherwise lost as a result of any act,
            omission, event or circumstance arising or occurring at any time
            after Completion.

      (d)   None of the Group Companies is under any liability to pay any
            penalty or interest in connection with any taxation.

      (e)   Each of the Group Companies has paid all taxation for which they are
            respectively liable to all relevant fiscal authority on the due date
            for payment thereof other than liabilities for any taxation (which
            together with any sums due and payable to any taxation authorities
            in respect of emoulments paid and benefits provided to the employees
            of any of the Group Companies in 13.8 below) that do not in
            aggregate exceeds HK$100,000 for all of the Group Companies;

      (f)   Each of the Group Companies has made all deductions and withholdings
            in respect or on account of taxation which it is required or
            entitled by any relevant legislation to make from any payments made
            by it including, without limitation, interest annuities or other
            annual payments, royalties, rent, remuneration payable to employees
            or sub-contractors or payments to a non-resident and where
            appropriate each of the Group Companies has accounted in full to the
            relevant fiscal authority for any taxation so deducted or withheld.

                                    - D-26 -

<PAGE>

      (g)   Each of the Group Companies has taken all necessary steps to obtain
            any repayment of or relief from taxation available to it.

      (h)   None of the Group Companies has made and is not under any obligation
            to make any payment of interest which is or may be wholly or partly
            be disallowed as deductions against its profits.

      (i)   None of the Vendors is aware of any event or circumstance which has
            occurred and which can reasonably be expected to give rise to a
            claim under the Indemnity Deed.

13.3  Carrying forward of losses
      --------------------------

      Nothing has been done, and no event or series of events has occurred,
      which might cause in relation to any of the Group Companies the
      disallowance of the carrying forward of losses or excess charges under the
      provisions of relevant tax legislation.

13.4  Transactions not at arm's length
      --------------------------------

      (a)   None of the Group Companies owns or has agreed to acquire any asset,
            the consideration for the acquisition or provision of which was or
            will be determined otherwise than on an arm's length basis.

      (b)   None of the Group Companies has engaged in any transaction in
            respect of which there may be substituted for any purpose of
            taxation a different consideration for the actual consideration
            given or received by it.

13.5  Stamp duty
      ----------

      (a)   Each of the Group Companies has duly paid all stamp duty and
            interest, fines and penalties thereon payable in accordance with the
            provisions of the Stamp Duty Ordinance (Chapter 117) (if applicable)
            or any other similar legislation in the Hong Kong, the PRC, or
            elsewhere whether or not the due date for payment has passed.

      (b)   Since the Accounts Date, no further liability or contingent
            liability for taxation has arisen otherwise than as a result of
            trading activities in the ordinary course of business of any of the
            Group Companies.

13.6  Sufficient records
      ------------------

      Where applicable, each of the Group Companies has sufficient and accurate
      records relating to past events during the period from the date of
      incorporation to Completion to

                                    - D-27 -

<PAGE>

      calculate the tax liability or relief which would arise on any disposal or
      realisation of any asset owned at the date to which the Accounts were made
      up or acquired since such date.

13.7  Capital allowances
      ------------------

      (a)   All expenditure which any of the Group Companies incurred on the
            provision of machinery or plant has qualified (if not deductible as
            a trading expense of the trade carried on by any of the Group
            Companies as the case may be) for allowances under the applicable
            tax legislation.

      (b)   All capital allowances made or to be made to any of the Group
            Companies in respect of capital expenditure incurred prior to the
            date of this Agreement or to be incurred under any subsisting
            commitment have been made in taxing its trade.

13.8  Employees
      ---------

      (a)   All sums due and payable to any taxation authority in respect of
            emoluments paid and benefits provided to the employees of any of the
            Group Companies at the date of this Agreement have been paid other
            than liabilities for any taxation (which together with any
            liabilities for any taxation due and outstanding from either of the
            Group Companies under 13.2 (e) to any fiscal authority) that do not
            in aggregate exceeds HK$100,000 for all of the Group Companies and
            all such deductions and retentions as are required under the laws of
            Hong Kong or any applicable laws to any of the Group Companies have
            been made.

      (b)   All remuneration, compensation payments, payments on retirement or
            removal from an office or employment and other sums paid or payable
            to employees or officers or former employees or officers of any of
            the Group Companies and all interest, annuities, royalties, rent and
            other annual payments paid or payable by any of the Group Companies
            (whether before or after the date hereof) pursuant to any obligation
            in existence at the date hereof are and will (on the basis of the
            taxation legislation in force at the date hereof) be deductible for
            incomes tax purposes either in computing the profits of any of the
            Group Companies or as a charge on the income of any of the Group
            Companies.

14.   ENVIRONMENTAL COMPLIANCE

14.1  (a)   Each of the Group Companies is in full compliance with the
            Environmental Laws (as defined below), which compliance includes,
            but is not limited to, the possession by each of the Group Companies
            of all permits and other government authorizations required under
            applicable Environmental Laws and compliance with the terms and
            conditions thereof. No Group Companies has received any
            communication (written or oral), whether from a governmental
            authority, citizens group, employee, or otherwise, that alleges that
            it is not in such full compliance

                                    - D-28 -

<PAGE>

            and, to the best knowledge of each the Group Companies and each of
            the Vendors, there are no circumstances that may prevent or
            interfere with such full compliance in the future.

      (b)   There is no Environmental Claim (as defined below) pending or
            threatened against any Group Companies or any person or entity whose
            liability for an Environmental Claim which any of the Group
            Companies has retained or assumed either contractually or by
            operation of law.

      (c)   There are no past or present actions, activities, circumstances,
            conditions, events, or incidents, including, without limitation, the
            release, emission, discharge, presence, or disposal of any Material
            of Environmental Concern (as defined below), that could form the
            basis of any Environmental Claim against any Group Companies or any
            person or entity whose liability for any Environmental Claim a Group
            Companies has retained or assumed either contractually or by
            operation of law.

      In this Agreement, "Environmental Claim" means any claim, action, cause of
      action, investigation, or notice (written or oral) by any person or entity
      alleging potential liability (including, without limitation, potential
      liability for investigation costs, cleanup costs, governmental response
      costs, natural resources damages, property damages, personal injuries, or
      penalties) arising out of, based on, or resulting from: (i) the presence,
      or release into the environment, of any Material of Environmental Concern
      at any location, whether or not owned or operated by any party; or (ii)
      circumstances forming the basis of any violation, or alleged violation, of
      any Environmental Law. "Environmental Laws" means all laws and regulations
      of any jurisdiction relating to pollution or protection of human health or
      the environment (including, without limitation, ambient air, surface
      water, ground water, land surface, or subsurface strata), including,
      without limitation, laws and regulations relating to emissions,
      discharges, releases or threatened releases of Materials of Environmental
      Concern, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Materials of Environmental Concern and "Materials of Environmental
      Concern" means chemicals, pollutants, contaminants, wastes, toxic
      substances, hazardous substances, petroleum, and petroleum products.

15.   INTERESTED PARTY TRANSACTIONS

      To the best knowledge of each of the Group Companies and each of the
      Vendors, no officer or director of any of the Group Companies or any
      affiliate or associate of any such person has had, either directly or
      indirectly, a material interest in: (a) any person or entity which
      purchases from or sells, licenses or furnishes to any of the Group
      Companies any goods, property, technology, intellectual or other property
      rights or services; or (b) any contract or agreement to which any of the
      Group Companies is a party or by which it may be bound or affected.

                                    - D-29 -

<PAGE>

16.   BUSINESS PLAN

      The business plan prepared by each of the Group Companies and delivered to
      the Purchaser at or prior to the date hereof (the "Business Plans") were
      prepared in good faith and is not materially misleading.

17.   NO OTHER BUSINESS

      The Company was formed solely to acquire and hold an equity interest in
      the PRC Subsidiary and since its formation has not engaged in any
      business, has not incurred any liability except in the ordinary course of
      acquiring and holding its equity interest in the PRC Subsidiary and has
      never carried on and is not carrying on any business in Hong Kong, the PRC
      or elsewhere.

18.   DISCLOSURE

      Each of the Group Companies has fully provided the Purchaser with all the
      information that the Purchaser has reasonably requested for deciding
      whether to purchase the Sale Shares and all information that each of the
      Group Companies believes is reasonably necessary to enable the Purchaser
      to make such decision. Neither this Agreement nor any other statements or
      certificates made or delivered in connection herewith contains any untrue
      statement of a material fact or omits to state a material fact necessary
      to make the statements herein or therein not misleading.

19.   OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE PRC SUBSIDIARY

      (a)   The incorporation and operation documents relating to the PRC
            Subsidiary are valid and have been duly approved or issued (as
            applicable) by competent PRC authorities.

      (b)   All consents, approvals, authorizations, permits and licenses
            requisite under the PRC laws, rules and regulations for the due and
            proper establishment and operation of the PRC Subsidiary in
            accordance with the Business Plans have been duly obtained from the
            relevant and competent PRC authorities and are in full force and
            effect.

      (c)   All relevant consent, filings, approvals and registrations with the
            relevant PRC governmental or regulatory authorities required in
            respect of the PRC Subsidiary and its operations, including but not
            limited to the registrations with the Ministry of Foreign Trade and
            Economic Cooperation and/or its local entity, the State
            Administration of Industry and Commerce and/or its local entity, the
            State Administration for Foreign Exchange and/or its local entity,
            the Ministry of

                                    - D-30 -

<PAGE>

            Information Industry and/or its local entity, the China Securities
            Regulatory Committee, the tax bureau, customs authorities, product
            registration authorities and PRC health regulatory authorities have
            been duly completed in accordance with the relevant rules and
            regulations and all necessary procedures, applications have been
            made or are in the process of making in relation to the applications
            for such relevant consent, filings, approvals and registrations with
            the relevant PRC governmental or regulatory authorities and to the
            opinion of a PRC legal counsel confirming no forseeable obstacles in
            law or otherwise is expected in obtaining such relevant consent,
            filings, approvals and registrations with the relevant PRC
            governmental or regulatory authorities where the same has not been
            obtained by any of the Group Companies before the date of this
            Agreement or prior to Completion.

      (d)   The registered capital of the PRC Subsidiary as they become due has
            been fully paid up and all the equity interests therein are duly
            vested in the Group Companies as investor and owner in accordance
            with applicable PRC laws, rules and regulations. The Company legally
            and beneficially owns one hundred percent (100)% equity interest in
            the PRC Subsidiary. There are no outstanding rights, or commitments
            made by the PRC Subsidiary or any of the Group Companies, to
            purchase or sell any equity interest in the PRC Subsidiary.

      (e)   The PRC Subsidiary is not in receipt of any letter or notice from
            any relevant authority notifying revocation of any permits or
            licenses issued to it for non-compliance or the need for compliance
            or remedial actions in respect of the activities carried out
            directly or indirectly by the PRC Subsidiary.

      (f)   With respect to the land use rights, building property and
            investments held by the PRC Subsidiary, the PRC Subsidiary has
            exclusive, full and unimpaired legal and beneficial ownership of its
            respective rights, property and investments free from any mortgages
            or security interests of any nature, third party rights, conditions,
            orders or other restrictions and has obtained all necessary
            approvals and effected all necessary registrations with government
            authorities with respect thereto.

      (g)   With respect to the property which the PRC Subsidiary leases, so far
            as the Vendors or the Company are aware, it is in compliance with
            such leases and holds a valid leasehold interest free of any lien
            and encumbrance and no charge, rights of security or third party
            rights of any kind whatsoever have been created or agreed to be
            created or permitted to arise over any of such property.

      (h)   All requisite formalities in respect of the importation of the
            machinery, equipment, parts, tools and materials by the PRC
            Subsidiary have been and will be complied with in accordance with
            the relevant PRC laws, rules and regulations.

      (i)   The PRC Subsidiary has been conducting and will conduct its business
            activities within the permitted scope of business or it otherwise
            operating its business in full

                                    - D-31 -

<PAGE>

            compliance with all relevant legal requirements, including without
            limitation, producing, processing and/or distributing products with
            all requisite consents, authorisations, licenses, permits and
            approvals granted by competent PRC authorities.

      (j)   In respect of consents, authorisations, approvals, licenses or
            permits requisite for the conduct of any part of the PRC
            Subsidiary's business which are subject to periodic renewal, neither
            the Company, the PRC Subsidiary nor any shareholder has any reason
            to believe that such requisite renewals will not be granted by the
            relevant PRC authorities.

      (j)   All applicable laws, rules and regulations with respect to the
            opening and operation of foreign exchange accounts and foreign
            exchange activities of the PRC Subsidiary, including, where
            applicable, the registration of foreign exchange laws, have been and
            will continue to be fully complied with, and all requisite approvals
            from the State Administration of Foreign Exchange and/or its local
            entity in relation thereto have been duly obtained.

      (k)   With regard to employment and staff or labour management, the PRC
            Subsidiary has complied with all applicable PRC laws, rules and
            regulations, including without limitation, laws, rules and
            regulations, pertaining to welfare funds, social benefits, medical
            benefits, insurance, retirement benefits, pensions or the like.


                                    - D-32 -

<PAGE>

                                   Schedule 5
                                   ----------

                           Form of the Indemnity Deed
                           --------------------------

                   Dated the ________ day of ___________ 2000

                        MR. FREDERICK MICHAEL DEMOPOULOS

                                       and

                            MR. DOUGLAS KHOO KOK HUI

                                       and

                                  MR. LU XIAOHU

                                       and

                          SAWSTON DEVELOPMENTS LIMITED
                                       and

21.       SHARKWAVE ASIA PACIFIC LIMITED


            --------------------------------------------------------

22.                                INDEMNITY DEED

            --------------------------------------------------------


                               WOO, KWAN, LEE & LO
                           27th Floor, Jardine House,
                               1 Connaught Place,
                                    Central,
                                   Hong Kong.


                                     - E-1 -

<PAGE>

THIS INDEMNITY DEED is made on the _____ day of _____ 2000

BETWEEN :-

(1)   MR. FREDERICK MICHAEL DEMOPOULOS of Room 207-209, North Tower, Grand
      Pacific Building, 8A Guang Hua Road, Chaoyang District, Beijing, 100026,
      People's Republic of China ("Mr. Demopoulos");

(2)   MR. DOUGLAS KHOO KOK HUI of Room 207-209, North Tower Grand Pacific Bldg,
      8A Guang Hua Road, Chaoyang District, Beijing, 100026, People's Republic
      of China ("Mr. Khoo");

(3)   MR. LU XIAOHU of Room 616, 1st Tower, Bright China Chang An Bldg., No.7
      Street, Beijing, 100105, People's Republic of China ("Mr. Lu").;

(Parties (1) to (3) shall hereafter be collectively referred to as the
"Covenantors" and each of them individually as a "Covenantor")

(4)   SAWSTON DEVELOPMENTS LIMITED, a company incorporated in the British Virgin
      Islands and having its correspondence address at 48th Floor, The Center,
      99 Queen's Road Central, Central, Hong Kong (the "Covenantee"); and

(5)   SHARKWAVE ASIA PACIFIC LIMITED, a company incorporated in the Hong Kong
      and whose registered office is situate at [Suite 1508, Central Building, 1
      Pedder Street, Central, Hong Kong] (the "Company").

WHEREAS :-

(A)   The Covenantors, the Covenantee and other parties have on 1/st/ September,
      2000 entered into an agreement for the sale and purchase of shares in and
      loans to the Company (the "Sale and Purchase Agreement").

(B)   It is a provision of the Sale and Purchase Agreement that at Completion
      (as defined in the Sale and Purchase Agreement) this Deed be entered into.

NOW THIS DEED WITNESSETH as follows:-

1.    Interpretation
      --------------

      In this Deed where the subject and context so permit:-

                                     - E-2 -

<PAGE>

      (A)   Words and expressions defined or used in the Sale and Purchase
            Agreement and in the relevant legislation relating to taxation or
            other relevant matters shall have the same meanings in this Deed.

      (B)   "Business Day" has the same meaning as defined in the Sale and
            Purchase Agreement.

      (C)   "claim" includes (without limitation) any assessment, claim, notice,
            demand, letter, direction, counterclaim or other document issued or
            action taken by or on behalf of any fiscal, revenue or other
            authority or official anywhere in the world whereby the Covenantee,
            the Company, the PRC Subsidiary or any of them is liable or is
            sought to be made liable to make any payment of increased or further
            payment of taxation or is denied or sought to be denied any Relief
            from taxation other than Relief from taxation arising from losses
            available as at the date to be carried forward to set off against
            profits.

      (D)   "event" includes (without limitation) any act, transaction or
            omission (whether or not the Covenantee, the Company or the PRC
            Subsidiary is a party thereto) and, but without limitation, any
            distribution, failure to distribute, acquisition, disposal,
            transfer, payment, loan or advance and reference to any event on or
            before the date shall be deemed to include any combination of two or
            more events the first of which shall have taken place on or before
            the date.

      (E)   "Relief from taxation" means, for taxation purposes, any loss,
            relief, allowance, set-off, deduction, right to repayment or credit
            granted by or available pursuant to any legislation or otherwise.

      (F)   (i)    "taxation" means all forms of taxation whenever created or
                   imposed and whether in Hong Kong, the PRC or elsewhere and
                   whether imposed by a local, municipal, governmental, state,
                   federal or other body and, without prejudice to the
                   generality of the foregoing, includes profits tax, property
                   tax, interest tax, salaries tax, estate duty, stamp duty,
                   sales tax and customs and import duty.

            (ii)   "taxation" shall include in addition and without prejudice to
                   the foregoing, all fines, penalties, costs, charges, expenses
                   and interest relating to any claim for taxation.

      (G)   Any reference to income, profits or gains earned, accrued or
            received shall include income, profits or gains deemed to have been
            or treated as or regarded as earned, accrued or received.

      (H)   References to Clauses, Schedules and paragraphs are to Clauses,
            Schedules and paragraphs of this Deed.

                                     - E-3 -

<PAGE>

2.    The indemnity
      -------------

2.1   The Covenantors hereby jointly and severally covenant with and undertake
      to the Covenantee and the Company to indemnify and keep indemnified the
      Covenantee and (as a separate covenant) the Company, as the case may be,
      on a continuing basis against :-

      (a)   (i)    the amount of any claim for taxation which has been made or
                   may hereafter be made against the Company; and

            (ii)   the amount of any claim for taxation which has been made or
                   may hereafter be made against the PRC Subsidiary,

            in each case wholly or partly in respect of or in consequence of any
            event occurring or any income, profits or gains earned, accrued or
            received by the Company or the PRC Subsidiary on or before
            Completion and which has not been fully provided for in the Audited
            Accounts or the Latest Accounts, whether or not such taxation is
            chargeable against or attributable to any other person;

      (b)   any claim for taxation arising on the death of any person under the
            Estate Duty Ordinance (Cap.111) at any time by reason of any
            transfer of any property to the Company made or deemed to have been
            made on or before Completion; and

      (c)   any claim for taxation arising on the death of any person under the
            Estate Duty Ordinance (Cap.111) at any time by reason of any
            transfer of any property to the PRC Subsidiary or any of them (as
            the case may be) made or deemed to have been made on or before
            Completion

2.2   No claim under this Deed shall be made if a claim in respect thereof has
      been successfully made and satisfied under the Sale and Purchase Agreement
      up to that extent and up to that amount.

2.3   Any payment to any of the Covenantee or the Company ("Covenanted Party")
      of any amount of indemnity to which such Covenanted Party is entitled
      under this Deed shall, to the extent such payment is received by such
      Covenanted Party, be treated as satisfaction of the entitlement of the
      other Covenanted Party of the same amount of indemnity to which any of
      such other Covenanted Party is or would be entitled under this Deed.

2.4   Notwithstanding any terms herein, the indemnities given by this Deed do
      not cover any claim:

      (a)   to the extent that provision or reserve in respect thereof has been
            made in the Audited Accounts or the Latest Accounts or to the extent
            that payment or discharge of such claim has been taken into account
            therein;

                                     - E-4 -

<PAGE>

      (b)   for which the Company or the PRC Subsidiary are or may become
            primarily liable as a result of transactions in the ordinary course
            of their business after the date hereof or for which the Company or
            the PRC Subsidiary may become liable as a result of legislation
            which comes into force after the date hereof and which is
            retrospective in effect;

      (c)   in respect of which provision or reserve has been made in the
            Audited Accounts or the Latest Accounts which is insufficient only
            by reason of any increase in rates of taxation made after the date
            hereof; and

      (d)   which would not have arisen but for a voluntary act or transaction
            which could reasonably have been avoided or carried out by the
            Purchaser (or persons deriving title from it) or the Company or the
            PRC Subsidiary after the date hereof otherwise than in the ordinary
            course of business and which the Purchaser was aware or should
            reasonably have been aware could give rise to a claim.

3.    Waiver
      ------

      No delay or omission by the Covenantee or the Company in exercising any
      rights, powers or privileges hereunder shall impair such rights, powers or
      privileges or be construed as a waiver thereof and any single or partial
      exercise of any such rights, powers or privileges shall not preclude the
      further exercise of any right, power or privilege. The rights and remedies
      of the Covenantee and the Company provided in this Deed are cumulative and
      not exclusive of any rights and remedies provided by law.

4.    The due date and interest
      -------------------------

      The Covenantors undertakes jointly and severally to pay to the Covenantee
      or the Company, as the case may be, an amount equal to the amount of any
      taxation payable in relation to any claim for taxation on or before the
      date which is:

      (i)   the third Business Day prior to the date on which the taxation in
            question is payable to the authority or official or person demanding
            the same (on the assumption that no deferment or appeal against such
            claim is granted or made); or

      (ii)  if it is later and the Covenantors provide security satisfactory to
            the Covenantee or the Company, as the case may be, for the
            Covenantors' liability under this Deed, the third Business Day prior
            to the date to which payment of the taxation in question is deferred
            following application or appeal to the appropriate authority,
            official, court, tribunal or body of the jurisdiction concerned.

5.    Notice of claims
      ----------------

                                     - E-5 -

<PAGE>

      In the event of any claim arising the Covenantee or the Company (as the
      case may be) shall by way of covenant, but not as a condition precedent to
      the liability of the Covenantors hereunder, give or procure that notice
      thereof is as soon as reasonably practicable given to the Covenantors or
      any of them in the manner provided in Clause 10 and as regards any claim
      the Covenantee or the Company (as the case may be) shall at the joint
      request of the Covenantors take such action as the Covenantors may
      reasonably request jointly to cause the claim to be withdrawn, or to
      dispute, resist, appeal against, compromise or defend the claim and any
      determination in respect thereof but subject to the Covenantee or the
      Company (as the case may be) being indemnified and secured to its
      reasonable satisfaction by the Covenantor against all losses (including
      additional taxation), costs, damages and expenses which may be thereby
      incurred Provided that none of the Covenantors shall make any settlement
      the effect of which is likely to increase the future taxation liability of
      the Covenantee or the Company or any of them, as the case may be, (other
      than liability which would have arisen from a proper determination of the
      dispute) Provided further that the obligations of the Covenantee or the
      Company under this clause shall in so far as they concern any obligation
      to be observed by the Covenantee or the Company be on a best endeavours
      basis.

6.    Effect of new laws
      ------------------

      The indemnity given by Clause 2 does not cover any claim to the extent
      that such claim arises or is incurred as a result of the imposition of
      taxation as a consequence of any retrospective change in the law coming
      into force after the date of Completion or to the extent that such claim
      arises or is increased by an increase in rates of taxation after the date
      of Completion with retrospective effect.

7.    Release of the Covenantors
      --------------------------

7.1   Any liability of the Covenantors to the Covenantee or the Company under
      this Deed may, with the agreement in writing of the Covenantee or the
      Company (as the case may be) in whole or in part be released, compounded
      or compromised by the Covenantee or the Company (as the case may be), and
      time or other indulgence may, with the agreement in writing of the
      Covenantee be granted to the Covenantor by the Covenantee or the Company
      (as the case may be) without in any way prejudicing or affecting any of
      their other rights powers or remedies against the Covenantors or any of
      them under this Deed.

7.2   If after the Covenantors or any of them have made any payment to any of
      the Covenanted Party of any amount of indemnity to which such Covenanted
      Party is entitled under this Deed, the Covenantee, the Companyor the PRC
      Subsidiary shall receive a refund, or recover from a third party, of all
      or part of the relevant taxation in respect of which the relevant
      Covenantor(s) has made such payment of indemnity under this Deed, such
      Covenanted Party shall as soon as practicable, and in any event within 14
      Business Days

                                     - E-6 -

<PAGE>

      repay to the relevant Covenantor(s) a sum corresponding or proportionate
      to the amount of such refund or recovery.

8.    Partial validity
      ----------------

      If at any time any provision is or becomes illegal, invalid or
      unenforceable in any respect under the law of any jurisdiction, neither
      the legality, validity or enforceability of such provision under the law
      of any other jurisdiction shall in any way be affected or impaired
      thereby.

9.    Assignment
      ----------

      None of the parties hereto shall assign any of their respective
      obligations under this Deed without the prior written consent of all the
      other parties. The whole or any part of the benefit of this Deed may be
      assigned by the Covenantee or the Company (as the case may be) without
      consent of the other parties hereto in favour of any other persons who are
      or shall become shareholders of the Company or owner of the Sale Loans or
      any part thereof. This Deed shall be binding upon each party's personal
      representatives successors and assigns, as the case may be.

10.   Notices
      -------

10.1  Any notice or other communication given or to be given pursuant to this
      Agreement shall be in writing sent or delivered to the party at the
      address set out below or as may be notified by such party to the others :-

      to Mr. Demopoulos:   Address :   Room 207-209, North Tower,
                                       Grand Pacific Building,
                                       8A Guang Hua Road,
                                       Chaoyang District,
                                       Beijing, 100026,
                                       People's Republic of China

                           Fax no.:    86(10) 6581 5440

      to Mr. Khoo:         Address :   Room 207-209, North Tower
                                       Grand Pacific Bldg,
                                       8A Guang Hua Road,
                                       Chaoyang District,
                                       Beijing, 100026,
                                       People's Republic of China

                                     - E-7 -

<PAGE>

                           Fax no.:    86(10) 6581 5440

      to Mr. Lu:           Address :   Room 616, 1st Tower,
                                       Bright China Chang An Bldg.,
                                       No.7 Street, Beijing, 100105,
                                       People's Republic of China

                           Fax no.:    86(10) 6512 2068

      to the Covenantee:   Address :   48th Floor, The Center,
                                       99 Queen's Road Central,
                                       Central, Hong Kong

                           Fax no.:    (852) 2189 7446
                           Attn:       The Company Secretary

      to the Company:      Address :   [Suite 1508, Central Building,
                                       1 Pedder Street, Central,
                                       Hong Kong]

                           Fax no.:    [*]
                           Attn:       [*]

10.2  Any notice or other communication shall be deemed to have been received if
      sent by facsimile, at the time of transmission; or if delivered
      personally, when delivered.

10.3  Any notice or other communication sent by facsimile shall be deemed to
      have been received upon receipt of the correct transmission report,
      provided that if any such notice or other communication is sent outside
      business hours, it shall be deemed to have been given on the next
      succeeding Business Day.

11.   Headings
      --------

      The headings to the Clauses of this Deed are given for convenience only
      and shall not affect the interpretation.

12.   Law
      ---

      This Deed shall be governed by and construed in all respects in accordance
      with the Laws of Hong Kong and the parties hereto submit to the
      non-exclusive jurisdiction of the Hong Kong courts.

                                     - E-8 -

<PAGE>

AS EVIDENCE whereof this Deed has been duly executed under seal on the date
first above written.

SIGNED, SEALED AND DELIVERED by      )
MR. FREDERICK MICHAEL DEMOPOULOS     )
                                     )
in the presence of :-                )


SIGNED, SEALED AND DELIVERED by      )
MR. DOUGLAS KHOO KOK HUI             )
                                     )
in the presence of :-                )


SIGNED, SEALED AND DELIVERED by      )
MR. LU XIAOHU                        )
                                     )
in the presence of :-                )


SEALED with the COMMON SEAL of       )
SAWSTON DEVELOPMENTS LIMITED         )
and SIGNED by                        )
                                     )

                                     - E-9 -

<PAGE>

in the presence of :-                )


SEALED with the COMMON SEAL of       )
SHARKWAVE ASIA PACIFIC LIMITED       )
and SIGNED by                        )
                                     )
in the presence of :-                )


                                    - E-10 -

<PAGE>

                                   Schedule 6

                        Form of the Loan Assignment Deed
                        --------------------------------

                  Dated the____________ day of ___________ 2000

                                  [Loan Vendor]

                                (the "Assignor")

                          SAWSTON DEVELOPMENTS LIMITED

                                (the "Assignee")

                                       and

                         SHARKWAVE ASIA PACIFIC LIMITED
                                 (the "Company")

            --------------------------------------------------------

                              LOAN ASSIGNMENT DEED

            --------------------------------------------------------


                               WOO, KWAN, LEE & LO
                           27th Floor, Jardine House,
                               1 Connaught Place,
                                    Central,
                                   Hong Kong.


                                     - F-1 -

<PAGE>

THIS DEED  is made on the _____ day of _____ 2000

BETWEEN :-

(1)   [Loan Vendor] of [*] (the "Assignor");

(2)   SAWSTON DEVELOPMENTS LIMITED, a company incorporated in the British Virgin
      Islands and whose correspondence address is at 48th Floor, The Centre, 99
      Queen's Road Central, Central, Hong Kong (the "Assignee"); and

(3)   SHARKWAVE ASIA PACIFIC LIMITED, a company incorporated in Hong Kong and
      whose registered office is situate at [Suite 1508, Central Building, 1
      Pedder Street, Central, Hong Kong] (the "Company").

WHEREAS :-

(A)   As at the date hereof, the Company is indebted to the Assignor in the sum
      of HK$[ * ], which is interest free and repayable on demand (the "Loan").

(B)   By an agreement (the "Agreement") for the sale and purchase of shares in
      and loans to the Company entered into on 1 September, 2000 between, inter
      alia, the Assignor and Sawston Developments Limited, the Assignor has
      agreed, inter alia, to assign to, and Sawston Developments Limited has
      agreed, inter alia, to acquire or procure the acquisition all of the
      Assignor's rights, title, interest and benefits in and to and arising from
      or in respect of the Loan on the terms and conditions set out in this
      Deed.

(C)   The Assignee now acquires the Loan from the Assignor on the terms and
      conditions set out in this Deed.

NOW THIS DEED WITNESSES as follows:

1.    Interpretation
      --------------

1.1   References to the Assignor and the Assignee shall include their respective
      successors and permitted assigns.

1.2   References herein to the Agreement shall be construed as references to the
      Agreement as the same may be amended or supplemented from time to time.

1.3   Unless the context requires otherwise, words and expressions and other
      rules of interpretation defined, used or set out in the Agreement have the
      same meanings and application in this Deed, and those provisions of the
      Agreement dealing with construction

                                     - F-2 -

<PAGE>

      or interpretation, governing law, jurisdiction, service of notice and
      agents for the service of process shall (except where otherwise provided)
      apply equally herein.

2.    Assignment of Rights
      --------------------

2.1   For good and valuable consideration, the Assignor as legal and beneficial
      owner hereby unconditionally and irrevocably assigns and agrees to assign
      to the Assignee and the Assignee hereby accepts absolutely with effect
      from the date hereof all of the Assignor's rights, title and benefits in
      and to and arising from or in respect of the Loan.

2.2   The Assignee shall be entitled to all rights and benefits in and to the
      Loan assigned to it.

2.3   The Assignor hereby covenants with the Assignee immediately on receipt to
      pay to the Assignee any payments or other money which may be received by
      the Assignor from the Company in respect of the Loan and until such
      payment to hold the same on trust for the Assignee.

3.    Representations and Warranties
      ------------------------------

3.1   The Assignor represents and warrants to the Assignee that at the date
      hereof:

      (a)   all information contained in Recital (A) is true and accurate;

      (b)   the Assignor is, and the Assignee will immediately upon the
            execution of this Deed be, the sole legal and beneficial owner of
            the relevant rights and benefits hereby assigned subject to the
            provisions hereof;

      (c)   the Loan is free from all liens, charges, prior equities,
            encumbrances, compromises, releases, waivers and dealings of any
            nature whatsoever or any agreement for any of the same;

      (d)   the Assignor has not previously assigned or agreed to assign the
            Loan to any third party whether absolutely or conditionally; and

      (e)   the Loan is presently due and owing in full from the Company to the
            Assignor without default and is valid and subsisting.

3.2   Each party hereto represents and warrants to the other party that:

      (a)   it/he has full power, authority and legal right to execute and
            perform this Deed;

      (b)   it/he has taken all necessary legal and corporate action (if
            applicable) to authorise the execution and performance of this Deed;
            and

                                     - F-3 -

<PAGE>

      (c)   this Deed constitutes the legal, valid and binding obligations of
            such party in accordance with its terms.

3.3   Each of the representations and warranties set out in Clauses 3.1 and 3.2
      hereof shall be separate and independent.

4.    Expenses
      --------

      Each party hereto shall pay its own costs and expenses in connection with
      the preparation, negotiation and execution of this Deed.

5.    Appointment as Agent and Attorney
      ---------------------------------

5.1   If and so far as is necessary for the purposes of this Deed, the Assignor
      hereby appoints the Assignee as the agent and attorney of the Assignor to
      demand, sue for, recover, receive and discharge the Loan.

5.2   (a)   The Assignor hereby irrevocably appoints the Assignee to be its
            attorney for it and on its behalf and in its name or, as the
            Assignee may think fit, in the name of the Assignee, to execute and
            as its act and deed or otherwise to do all such assurances, acts and
            things which the Assignor ought to do under the covenants herein
            contained and to execute, seal and deliver or otherwise perfect any
            deed, assurance or act which may be required or deemed proper by the
            attorney for the purpose of exercising such power or authority.

      (b)   The Assignor agrees to ratify and confirm whatever the Assignee as
            its attorney shall do or purport to do in exercise or purported
            exercise of the powers and authorities referred to in sub-clause (a)
            of this Clause 5.2.

6.    Lending of Assignor's Name
      --------------------------

      The Assignor agrees, upon request from the Assignee and at the Assignee's
      cost, to give or lend its name to any reasonable act, deed, document,
      instrument, action or proceeding (including any legal action or
      proceeding) or other matter or thing for the purpose of the exercise by
      the Assignee of its rights, powers and remedies referred to in this Deed.

7.    Company's Consent
      -----------------

      The Company hereby gives, and covenants with the Assignor and the Assignee
      to give, its full consent to the assignment of the Loan pursuant to this
      Deed and further

                                     - F-4 -

<PAGE>

      undertakes to the Assignor and the Assignee that it will make all payments
      of the Loan and discharge all its obligations in respect thereof to the
      Assignee directly instead of to the Assignor so that the Loan shall
      accordingly be payable to the Assignee.

8.    Miscellaneous
      -------------

8.1   This Deed (together with any documents referred to herein) constitutes the
      entire agreement between the parties hereto with respect to the subject
      matter hereof and supersedes any previous expression of intent,
      undertaking or agreement with respect to this transaction.

8.2   This Deed may be executed in any number of counterparts and by the
      different parties to this Deed on separate counterparts, each of which
      when executed and delivered shall be an original but all the counterparts
      shall together constitute one and the same instrument.

8.3   The parties shall do and execute or procure to be done and executed all
      such further acts, deeds, things and documents as may be necessary to give
      full effect to the terms of this Deed.

8.4   This Deed shall be executed and take effect as a deed.

9.    Governing Law and Jurisdiction
      ------------------------------

      This Deed shall be governed by and construed in accordance with the laws
      of Hong Kong. Each of the parties hereby submits to the non-exclusive
      jurisdiction of the courts of Hong Kong.

IN WITNESS WHEREOF this Deed has been executed on the day and year first above
written.


SIGNED, SEALED AND DELIVERED by     )
[Loan Vendor]                       )
                                    )
in the presence of :-               )


                                     - F-5 -

<PAGE>

SEALED with the COMMON SEAL of      )
SAWSTON DEVELOPMENTS LIMITED        )
and SIGNED by                       )
                                    )
in the presence of :-               )


SEALED with the COMMON SEAL of      )
SHARKWAVE ASIA PACIFIC LIMITED      )
and SIGNED by                       )
                                    )
in the presence of:                 )


                                     - F-6 -

<PAGE>

                                   Schedule 7
                                   ----------

                         Form of the Employment Contract
                         -------------------------------

                 Dated the ___________ day of ____________ 2000

                         SHARKWAVE ASIA PACIFIC LIMITED

                                       and

                        MR. FREDERICK MICHAEL DEMOPOULOS

            --------------------------------------------------------

                             (a)EMPLOYMENT AGREEMENT

            --------------------------------------------------------

                               WOO, KWAN, LEE & LO
                           27th Floor, Jardine House,
                               1 Connaught Place,
                                    Central,
                                   Hong Kong.


                                     - G-1 -

<PAGE>

THIS AGREEMENT is made as of __________ , 2000

BETWEEN :-

1.    SHARKWAVE ASIA PACIFIC LIMITED (the "Company"); and

2.    FREDERICK MICHAEL DEMOPOULOS (the "Executive")

WHEREAS :-

The Board of Directors of the Company (the "Board") recognizes that the
Executive's employment by the Company is important to the growth and success of
the Company and desires to assure the Executive's employment with the Company as
a member of senior management and to compensate him therefor, and the Executive
is willing to be employed by the Company for a fixed term of two (2) years on
and subject to the terms and conditions herein provided.

IN CONSIDERATION OF the foregoing and the respective covenants and agreements of
the parties herein contained, the parties hereto AGREE as follows:

1.    Employment and Acceptance
      -------------------------

      The Company hereby employs the Executive and the Executive hereby accepts
      employment from the Company, upon the terms and conditions set forth in
      this Agreement, for the period from [to insert the Completion Date] (the
      "Commencement Date") and ending as provided in Clause 4 hereof (the
      "Employment Period").

2.    Duties and Title
      ----------------

(a)   The Executive agrees to use his best efforts, skill and abilities to
      promote the Company's interest in his capacity as the Chief Executive
      Officer of the Company and of the Company's subsidiaries and to perform
      such duties (consistent with his status as set forth in this Clause 2 and
      the long-range business plan of the Company) as may be assigned to him by
      the Board. To the extent that the Executive shall serve in any capacity
      for subsidiaries of the Company, including as their chief strategic
      officer or member of their boards of directors, he shall do so without
      additional compensation.

(b)   The Executive agrees that he shall actively assist TOM.COM LIMITED to
      integrate the Company's business and activities with those of TOM.COM
      LIMITED's other sports or sports related business or strategic alliances
      or commitments.

                                     - G-2 -

<PAGE>

(c)   The Executive agrees that during the Employment Period, he shall devote
      all of his business time and effort to the performance of his duties under
      this Agreement and shall not engage in any other business, profession or
      occupation for compensation or otherwise that would conflict with the
      rendition of such services either directly or indirectly, without the
      prior written consent of the Board.

3.    Compensation and Benefits
      -------------------------

3.1   Compensation. As compensation for services to be rendered pursuant to this
      Agreement, the Company shall pay the Executive a base salary (the "Base
      Salary"), payable in regular installments in accordance with the Company's
      usual payment practices, but no less frequently than monthly, such Base
      Salary to be less such deductions or amounts to be withheld as shall be
      required by applicable law and regulations. The Base Salary shall be
      reviewed annually by the Board.

3.2   Housing Allowance. The Company shall pay the Executive a housing allowance
      (the "Housing Allowance"), payable in regular installments in accordance
      with the Company's usual payment practices, but no less frequently than
      monthly.

3.3   Bonus. For each fiscal year ending during the Employment Period, the
      Executive will be eligible for a performance-based annual bonus (the
      "Bonus") as determined by the Board (or its compensation committee) in its
      sole discretion.

3.4   Level of Base Salary, Housing Allowing and Bonus. The Base Salary, the
      Housing Allowance and the minimum amount of the Bonus shall in aggregate
      be HK$1,500,000 per annum, and the split of that figure amongst the three
      items shall be further agreed between the Company and the Executive. For
      the fiscal year in which the Commencement Date falls or for any part of
      the Employment Period which is shorter than one year, the total sum of the
      Base Salary, the Housing Allowance and the minimum amount of the Bonus
      payable shall be calculated in proportion to the length of the relevant
      part of the Employment Period.

3.5   Employee Benefit Plans. During the Employment Period, the Executive shall
      be entitled to all employee benefit plans, programs and arrangements
      maintained by the Company for its senior executives generally, to the
      extent he is eligible under the terms of such plans, and to receive such
      insurance benefits as the Company generally provides for its senior
      executives.

3.6   Vacation. The Executive shall be entitled to 24 days of paid vacation per
      calendar year, in accordance with Company vacation policies.

                                     - G-3 -

<PAGE>

3.7   Business Expenses. The Company shall pay or reimburse the Executive
      promptly for all reasonable business expenses actually incurred and paid
      by him during the Employment Period in the performance of services under
      this Agreement, upon presentation to the Company of expense statements or
      vouchers or such other supporting information as the Company may require;
      provided, however, that a reasonable maximum amount available for such
      expenses during any period may be fixed in advance by the Board; and
      provided, further, that the Executive shall not be required to incur any
      such expenses in excess of such maximum amount that have not been approved
      by the Board.

4.    Term
      ----

(a)   The Employment Period shall initially end on the second anniversary from
      the Commencement Date and, subject to Clause 4(b) below, shall continue
      thereafter.

(b)   (i)   After the second anniversary from the Commencement Date, the
            Employment Period shall terminate :-

            (aa)   subject to Clause 4(c) below, upon the Executive giving to
                   the Company prior written notice of three months; or

            (bb)   upon the Company giving to the Executive prior written notice
                   of three months.

      (ii)  The Employment Period shall terminate at any time:

            (aa)   upon the Executive's death; or

            (bb)   upon the permanent disability or incapacity of the Executive
                   that causes the Executive to be unable to perform his duties
                   under this Agreement (as determined by the good faith
                   judgment of a physician reasonably satisfactory to the
                   Company and the Executive).

      (iii) The Employment Period may be terminated immediately by the Company
            at any time prior to such date for Cause (as defined below) or
            without Cause.

(c)   If the Executive has expressed his intention to discontinue the employment
      upon or after the second anniversary from the Commencement Date, the
      Executive shall source his successor, whose identity and qualification
      shall meet with the requirements and prior approval of TOM.COM LIMITED and
      the Company. In the event that a suitable

                                     - G-4 -

<PAGE>

      successor acceptable to TOM.COM LIMITED and the Company is unable to be
      sourced within two months, the Executive agrees that he shall continue his
      employment with the Company for a further term of one (1) year from the
      date of the written notice given by the Executive to the Company
      expressing his intention to discontinue the employment.

(d)   If the Employment Period is terminated by the Company without Cause, then
      the Executive shall be entitled to receive:

      (i)   his Base Salary and Housing Allowance; and

      (ii)  the pro rata portion of the Bonus which the Executive would have
            received,

      in each case for the 12 month period (starting from the Commencement Date
      or anniversary thereof, as the case may be) in which his employment was
      terminated, and in each case so long as the Executive has not materially
      breached any provision of Clauses 5, 6.1, 6.2 or 7 hereof.

(e)   If the Employment Period is terminated by the Company for Cause or is
      terminated pursuant to Clause 4(b)(i) or (ii) above, the Executive shall
      be entitled to receive his Base Salary and Housing Allowance only up to
      the date of termination.

(f)   For purposes of this Agreement, "Cause" shall mean (i) the commission of a
      felony (or an equivalent crime) or a crime involving moral turpitude or
      the commission of any other act involving dishonesty or fraud under the
      laws of any jurisdiction applicable to the Company or any of its
      subsidiaries, (ii) conduct tending to bring the Company or any of its
      subsidiaries or holding companies into substantial public disgrace or
      disrepute, (iii) substantial and repeated failure to perform duties within
      the scope of duties as reasonably and lawfully directed by the Board, (iv)
      gross negligence or willful misconduct with respect to the Company or any
      of its subsidiaries or (v) any other material breach of this Agreement by
      the Executive which is not cured within 15 days after written notice
      thereof to the Executive, in each case as determined in the good faith
      judgment of the Board.

5.    Confidential Information.
      ------------------------

(a)   The Executive acknowledges that he has been advised by the Company that it
      would not enter into this Agreement unless assured of the confidentiality
      covenants contained in this Clause 5 which, the Executive acknowledges,
      are essential to protect the business and goodwill of the Company. The
      Executive acknowledges that the proprietary information, observations and
      data obtained by him while employed by the Company concerning the
      organization, business, technology, finance, transactions or affairs of
      the Company or any of its subsidiaries ("Confidential Information") are
      the property of the Company or such subsidiary. Therefore, the Executive
      agrees that he shall not disclose to any unauthorized person or use for
      his own account, any Confidential Information without

                                     - G-5 -

<PAGE>

      the prior written consent of the Board, unless and to the extent that (i)
      the aforementioned matters are or become generally known to and available
      for use by the members of the industry in which the Company operates other
      than as a result of Executive's acts or omissions to act and (ii) the
      Executive may, after giving prior notice to the Company to the extent
      practicable under the circumstances and subject to any practicable
      arrangements to protect confidentiality, disclose such matters to the
      extent required by applicable laws or governmental regulations or judicial
      or regulatory process or in connection with any judicial process or
      arbitration regarding any legal action, suit or proceeding arising out of
      or relating to this Agreement or the business of the Company or any of its
      subsidiaries.

(b)   The Executive shall deliver to the Company at the termination of the
      Employment Period, or at any other time the Company may request, all
      memoranda, notes, plans, records, reports, computer tapes and software and
      other documents and data (and copies thereof) relating to the Confidential
      Information, Work Product (as defined in Clause 7) or the business of the
      Company or any of its subsidiaries which he may then possess or have under
      his control.

6.    Non-Competition/Non-Solicitation.
      --------------------------------

6.1   Non-Competition. During Executive's employment with the Company and for
      the longer of (i) six (6) months following the termination of employment
      for any reason, (ii) the period of time the Executive is entitled to
      receive payments of Base Salary hereunder, and (iii) the period of time
      for which the Executive holds a direct or indirect equity interest in the
      Company (the "Restricted Period"), the Executive, without the prior
      written consent of the Company, shall not establish, invest directly or
      indirectly in (including through one or more interposed entities), serve
      as an employee, consultant officer or director of any company or business
      which operates, or otherwise operate, or enter into any negotiation,
      agreement or arrangement with any other person to operate, any other
      sports or sports related website(s) or any website(s) that will otherwise
      compete with the websites operated by the Company or any of its
      subsidiaries.

6.2   Non-Solicitation. During the Executive's employment with the Company and
      for a period of six months following the Executive's termination of
      employment for any reason (including expiration of the Employment Period),
      the Executive will not solicit, attempt to solicit, participate in any
      solicitation, or otherwise advise or encourage any current or prospective
      employee, consultant, independent contractor, agent, client or
      representative of, or any vendor or supplier to, the Company (or any of
      its subsidiaries) to terminate his, her or its relationship with the
      Company (or any of its subsidiaries) or to enter into a business or
      employment relationship of any kind with any other individual or entity.

6.3   Rights and Remedies Upon Breach. If the Executive breaches, or the Company
      reasonably believes the Executive threatens to commit a breach of, any of
      the provisions

                                     - G-6 -

<PAGE>

      of Clauses 5,6.1 and 6.2 (the "Restrictive Covenants"), the Company shall
      have the following rights and remedies, each of which rights and remedies
      shall be independent of the others and severally enforceable, and each of
      which is in addition to, and not in lieu of, any other rights and remedies
      available to the Company under law or in equity:

      (a)   Specific Performance. The right and remedy to have the Restrictive
            Covenants specifically enforced by any court of competent
            jurisdiction, it being agreed that any breach or threatened breach
            of the Restrictive Covenants would cause irreparable injury to the
            Company and/or its subsidiaries and their business and that money
            damages would not provide an adequate remedy to the Company.

      (b)   Accounting. The right and remedy to require the Executive to account
            for and pay over to the Company all compensation, profits, monies,
            accruals, increments or other benefits ("Benefits") derived or
            received by the Executive as the result of any transaction
            constituting a breach of the Restrictive Covenants, and the
            Executive hereby agrees to account for and pay over such Benefits to
            the Company.

6.4   Severability of Covenants. The Executive acknowledges and agrees that the
      Restrictive Covenants are reasonable and valid in geographical and
      temporal scope and in all other respects. If any court determines that any
      of the Restrictive Covenants, or any part thereof, is invalid or
      unenforceable, the remainder of the Restrictive Covenants shall not
      thereby be affected and shall be given full effect without regard to the
      invalid portions.

6.5   Blue-Pencilling. If any court determines that any of the Restrictive
      Covenants, or any part thereof, is unenforceable because of the duration
      or geographic scope of such provision, such court shall have the power to
      reduce the duration or scope of such provision, as the case may be, and,
      in its reduced form, such provision shall then be enforceable.

7.    Inventions and Work Product.
      ---------------------------

      The Executive agrees that all inventions, innovations, improvements,
      developments, methods, designs, analyses, drawings, reports, and all
      similar or related information which are conceived, developed or made by
      the Executive for the Company or any of its subsidiaries in respect of
      their respective business while employed by the Company or any of its
      subsidiaries (collectively, "Work Product") belong to the Company or such
      subsidiary. The Executive will promptly disclose such Work Product to the
      Board and perform all actions reasonably requested by the Board (whether
      during or after the Employment Period) to establish and confirm such
      ownership (including, without limitation, assignments, consents, powers of
      attorney and other instruments).

8.    Other Provisions
      ----------------

                                     - G-7 -

<PAGE>

8.1   Governing Law. The formation, validity, interpretation, execution,
      amendment and termination of and settlement of disputes under this
      Agreement shall be governed by the laws of Hong Kong.

8.2   Entire Agreement; Amendments and Waivers. This instrument is the entire
      agreement of the parties with respect to the subject matter hereof and may
      not be amended, supplemented, cancelled or discharged except by written
      instrument executed by both parties hereto. The parties do not intend to
      confer any benefit hereunder on any third person, and, without limiting
      the generality of the foregoing, the parties may, in writing, without
      notice to or consent of any third person, at any time waive any rights
      hereunder or amend this Agreement in any respect or terminate this
      Agreement. If either party should waive any breach of any provision of
      this Agreement, such party will not thereby be deemed to have waived any
      preceding or succeeding breach of the same provision or any breach of any
      other provision of this Agreement.

8.3   Validity. The invalidity or unenforceability of any provision or
      provisions of this Agreement shall not affect the validity or
      enforceability of any other provision of this Agreement, which shall
      remain in full force and effect.

8.4   Assignment. This Agreement, and any rights and obligations hereunder, may
      not be assigned by any party hereto without the prior written consent of
      the other party.

8.5   Headings. Clause headings are inserted herein for convenience only and do
      not constitute a part, and shall not affect the interpretation, of this
      Agreement.

8.6   Counterparts. This Agreement is executed by each party in English in one
      (1) or more counterparts, each of which shall be deemed an original and
      all of the counterparts together shall constitute one (1) and the same
      instrument. One (1) counterpart shall be retained by each party.

8.7   Survival. Clauses 5, 6 and 7 shall survive and continue in full force in
      accordance with their terms notwithstanding any termination of the
      Employment Period.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.


SIGNED by                             )
for and on behalf of                  )
SHARKWAVE ASIA PACIFIC LIMITED        )
in the presence of :-                 )


                                     - G-8 -

<PAGE>

SIGNED SEALED AND DELIVERED by        )

MR. FREDERICK MICHAEL DEMOPOULOS      )
in the presence of :-                 )



                                     - G-9 -

<PAGE>

                                   Schedule 8
                                   ----------

                       Form of Non-Competition Undertaking
                       -----------------------------------


                  Dated the___________ day of ___________ 2000

                          FREDERICK MICHAEL DEMOPOULOS

                                      and

                              DOUGLAS KHOO KOK HUI

                                       and

                                    LU XIAOHU

                                       and

                         SHARKWAVE ASIA PACIFIC LIMITED

                                       and

                                 TOM.COM LIMITED


            --------------------------------------------------------

                       DEED OF NON-COMPETITION UNDERTAKING

            --------------------------------------------------------


                               WOO, KWAN, LEE & LO
                              Solicitors & Notaries
                           27/th/ Floor, Jardine House
                                1 Connaught Place
                                     Central
                                    Hong Kong


                                     - H-1 -

<PAGE>

THIS DEED is made on the_______________day of__________

BETWEEN :-

1.    MR. FREDERICK MICHAEL DEMOPOULOS of Room 207-209, North Tower, Grand
      Pacific Building, 8A Guang Hua Road, Chaoyang District, Beijing, 100026,
      People's Republic of China ("Mr. Demopoulos");

2.    MR. DOUGLAS KHOO KOK HUI of Room 207-209, North Tower, Grand Pacific
      Building, 8A Guang Hua Road, Chaoyang District, Beijing, 100026, People's
      Republic of China ("Mr. Khoo");

3.    MR. LU XIAOHU of Room 616, 1/st/ Tower, Bright China Chang An Building,
      No.7 Street, Beijing, 100105, People's Republic of China ("Mr. Lu");

4.    SHARKWAVE ASIA PACIFIC LIMITED whose registered office is situate at Suite
      1508, Central Building, 1 Pedder Street, Central, Hong Kong and TOM.COM
      LIMITED a company incorporated in the Cayman Islands and having its
      correspondence address at 48/th/ Floor, The Centre, 99 Queen's Road
      Central, Central, Hong Kong (collectively "the Companies")

NOW IT IS HEREBY AGREED AS FOLLOWS :-

1.    Definitions and Interpretation
      ------------------------------

      In this Deed, unless the context otherwise requires or expressly provides,
      the following words and expressions shall have the respective meaning
      attributed to them :


      "Completion Date"           means [*];

      "Covenantors"               means Mr. Demopoulos, Mr. Khoo and Mr. Lu;

      "Group"                     means the Companies and their subsidiaries and
                                  assoicated companies from time to time;

      "Restricted Website(s)"     means any websites which will or may, in the
                                  opinion of any of the Companies, be similar to
                                  or compete with the sports or sports related
                                  website(s) operated or maintained at any time
                                  and from time to time by any of the Companies
                                  or any of their respective subsidiaries or
                                  associated companies, or in which any of the
                                  Companies or any of their respective
                                  subsidiaries or associated companies has an
                                  interest at any time and from

                                     - H-2 -

<PAGE>

                                  time to time.

2.    Non-Competition/Non-solicitation
      --------------------------------

2.1   Each of the Covenantors hereby expressly covenants and undertakes with the
      Companies and each of them that each of the Covenantors will not, without
      the prior written consent of the Companies, at any time within 5 years
      after the Completion Date and in any country or place where the Group
      carries on its business,

      (a)   establish, invest in, manage or otherwise be interested directly or
            indirectly in (including through one or more interposed entities)
            any Restricted Website(s); or

      (b)   serve as an employee, consultant, officer or director of or
            otherwise operate or enter into any negotiation, agreement or
            arrangement with any person (other than the Company or its
            subsidiaries) to operate any Restricted Website(s); or

      (c)   either personally or by an agent directly or indirectly either on
            his own account or for any other person, firm or company, or in
            association with or in the employment of any other person, firm or
            company, solicit or interfere with or endeavour to entice away from
            the Companies or any of their respective subsidiaries or associated
            companies, any person, firm or company who within 12 months prior to
            or at the Completion Date was a customer of or in the habit of
            dealing with any of the Companies or any of their respective
            subsidiaries or associated companies engaged in sports or sports
            related website business.

2.2   For the avoidance of doubt, the restrictions in Clause 2.1 shall apply
      whether or not the Covenantors or any of them do any of the things therein
      restricted :-

      (a)   either directly or indirectly;

      (b)   either alone or jointly with others;

      (c)   either as principal, or as agent or manager for others; and

      (d)   whether or not for gain.

3.    Rights and Remedies Upon Breach
      -------------------------------

      If any of the Covenantors breaches, or the Companies reasonably believes
      any of the Covenantors threatens to commit a breach of any of the
      provisions contained herein, the Companies shall have the following rights
      and remedies, each of which rights and remedies shall be independent of
      the others and severally enforceable, and each of which

                                     - H-3 -

<PAGE>

      is addition to, and not in lieu of, any other rights and remedies
      available to the Companies under law or in equity :

      (i)   Specific Performance
            --------------------

            The right and remedy to have the covenants herein contained
            specifically enforced by any court of competent jurisdiction, it
            being that any breach or threatened breach of any of the covenants
            would cause irreparable injury to the Companies and/or the business
            of the Companies and that money damages would not provide an
            adequate remedy to the Companies.

      (ii)  Accounting
            ----------
            The right and remedy to require the Covenantors to account for and
            pay over to the Companies all compensation, profits, monies,
            accruals, increments or other benefits ("Benefits") derived or
            received by the Covenantors as the result of any transaction
            constituting a breach of the covenants, and the Covenantors hereby
            agree to account for and pay over such Benefits to the Companies.

4.    Restrictions Reasonable
      -----------------------

      It is hereby agreed and declared that if any restrictions herein contained
      shall be adjudged to be void as going beyond what is reasonable in all
      circumstances for the protection of the interest of the Companies but
      would be valid if part of the wording thereof were deleted or the periods
      (if any) thereof were reduced the said restriction shall apply with such
      modifications as may be necessary to make it valid and effective.

5.    Severability
      ------------

      The various provisions of this Agreement are severable and if any
      provision is held to be invalid or unenforceable because of the duration
      or geographic scope of such provision by any court of competent
      jurisdiction then such validity or unenforceability shall not affect the
      remaining provisions of this Agreement.

6.    Governing Law
      -------------

      This Deed shall be governed by and construed in all respects in accordance
      with the laws of Hong Kong. The parties hereto agree to submit to the
      non-exclusive jurisdiction of the courts of Hong Kong in connection
      herewith.


IN WITNESS whereof this Deed has been duly executed the day and year first above
written.

                                     - H-4 -

<PAGE>


      SIGNED, SEALED AND DELIVERED                  )
      by FREDERICK MICHAEL                          )
      DEMOPOULOS in the presence of                 )


      SIGNED, SEALED AND DELIVERED                  )
      by DOUGLAS KHOO KOK HUI                       )
      in the presence of                            )


      SIGNED, SEALED AND DELIVERED                  )
      by LU XIAOHU in the presence of               )


      The Common Seal of                            )
      SHARKWAVE ASIA PACIFIC LIMITED                )
      was hereunto affixed in the presence of:-     )


                                     - H-5 -

<PAGE>


      The Common Seal of TOM.COM                    )
      LIMITED                                       )
      was hereunto affixed in the presence of:-     )



                                     - H-6 -

<PAGE>


                     Dated the 30/th/ day of November, 2000
                     --------------------------------------


                        MR. FREDERICK MICHAEL DEMOPOULOS
                                       and
                            MR. DOUGLAS KHOO KOK HUI
                                       and
                                  MR. LU XIAOHU
                                       and
                    IDG TECHNOLOGY VENTURE INVESTMENTS, INC.
                                       and
                SOFTBANK CHINA VENTURE INVESTMENTS NO.10 LIMITED
                          (as the Contracting Vendors)

                                       and

                          SAWSTON DEVELOPMENTS LIMITED
                               (as the Purchaser)

      --------------------------------------------------------------------

                             SUPPLEMENTAL AGREEMENT

        relating to the acquisition of the entire issued share capital of
                         SHARKWAVE ASIA PACIFIC LIMITED

      ---------------------------------------------------------------------


                               WOO, KWAN, LEE & LO
                              Solicitors & Notaries
                            27th Floor Jardine House
                                1 Connaught Place
                                     Central
                                    Hong Kong


                                       -1-

<PAGE>

THIS SUPPLEMENTAL AGREEMENT is made on the 30/th/ November, 2000.

BETWEEN:-

(1)   MR. FREDERICK MICHAEL DEMOPOULOS of Room 207-209, North Tower, Grand
      Pacific Building, SA Guang Hua Road, Chaoyang District, Beijing, 100026,
      People's Republic of China ("Mr. Demopoulos");

(2)   MR. DOUGLAS KHOO KOX HUI of Room 207-209, North Tower Grand Pacific Bldg,
      8A Guang Hua Road, Chaoyang District, Beijing, 100026, People's Republic
      of China ("Mr. Khoo");

(3)   MR. LU XIAOHU of Room 616, 1st Tower, Bright China Chang An Bldg., No.7
      Street, Beijing, 100105, People's Republic of China ("Mr. Lu");

(4)   IDG TECHNOLOGY VENTURE INVESTMENT, INC. (formerly known as PTV-CHINA
      INC.), a company incorporated in Massachusetts whose registered office is
      situated at 15th Floor, 1 Exeter Plaza, MA 02116, United States of America
      ("IDG");

(5)   SOFTBANK CHINA VENTURE INVESTMENTS NO.10 LIMITED, a company incorporated
      in the Cayman Islands whose registered office is situated at P.O. Box 309,
      George Town, Grand Cayman, Cayman Islands ("Softbank"); and (together the
      "Contracting Vendor")

(6)   SAWSTON DEVELOPMENTS LIMITED, a company incorporated in the British Virgin
      Islands and having its correspondence address at 48th Floor, The Center,
      99 Queen's Road Central, Central, Hong Kong (the "Purchaser").

WHEREAS:-

(A)   This Supplemental Agreement ("Agreement") is supplemental to an agreement
      made on 1/st/ September, 2000 between Mr. Demopoulos, Mr. Khoo, Mr. Lu,
      IDG, Softbank and the Purchaser relating to the acquisition of the entire
      issued share capital of Sharkwave Asia Pacific Limited ("Original
      Agreement").

(B)   The Purchaser and the Contracting Vendors have agreed to amend the terms
      of the Original Agreement upon the terms set out herein.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

23.   Purpose and Definitions
      -----------------------

23.1. This Agreement sets out the terms and conditions under and subject to
      which the parties hereto have agreed to vary the terms of the Original
      Agreement in the manner hereinafter appearing.

                                       -2-

<PAGE>

23.2. Unless redefined in this Agreement, words and expression defined in the
      Original Agreement shall have the same meaning when used in this Agreement
      and in case of any conflict between the Original Agreement and this
      Agreement, this Agreement shall prevail.

23.3. In all other respects, save where modified by this Agreement, the Original
      Agreement and the terms and conditions thereunder shall remain in full
      force and effect.

23.4. Unless the context otherwise requires, words importing the singular only
      shall include the plural and vice versa and words importing natural
      persons shall include corporations and un-incorporated associations; words
      importing one gender only shall include all genders.

23.5. In this Agreement, the headings contained in this Agreement are for the
      purposes of convenience only and do not form part of and shall not affect
      the construction of this Agreement or any part thereof.

24.   Amendments to the Original Agreement
      ------------------------------------

24.1. Clause 3.1 of the Original Agreement shall be deleted in its entirety and
      be replaced with the following:-

      "The Consideration shall be of the total sum of HK$99,216,229.70 (Hong
      Kong Dollars Ninety Nine Million Two Hundred Sixteen Thousand Two Hundred
      Twenty Nine and Cents Seventy Only), and;-

      (a)   the consideration for the Sale Loans shall be an amount equal to the
            principal amount of the Sale Loans, and the consideration for the
            Sale Shares shall be an amount equal to the Consideration less the
            consideration for the Sale Loans;

      (b)   the part of the Consideration payable to each of the Vendors for the
            relevant Sale Shares and (in the ease of the Loan Vendors only) the
            relevant amount of Sale Loans sold by the relevant Vendor shall in
            aggregate be as follows:


                                        Relevant part of
      Vendor                            the Consideration
      ---------------                   ------------------
      Mr. Demopoulos                    HK$21,473,823.00
      Mr. Khoo                          HK$21,979,058.40
      Mr. Lu                            HK$5,494,764.60
      IDG                               HK$l5,476,017.10
      Intel                             HK$14,396,283.30
      Softbank                          HK$14,396,283.30;"

                                       -3-

<PAGE>

24.2. Clause 3.2 (c) of the Original Agreement shall be deleted in its entirety
      and replaced with the following:-

      "the Purchaser shall procure that a total of 3,096,000 New Shares be
      allotted and issued by the Holding Company to the Designated Entity, and
      shall pay or procure to pay a sum of HK$5,770.20 to the Designated Entity,
      as referred to in Clause 4.5(a)."

24.3. The words "90 days" in Clause 4.3 of the Original Agreement shall be
      deleted and shall be substituted therefor by the words "98 days".

24.4. Clause 4.5(a) of the Original Agreement shall be deleted in its entirety
      and replaced with the following:-

      "The release, cancellation, waiver and surrender referred to in paragraph
      (i) of Clause 4.1 (in respect of any agreement, arrangement, options,
      warrants and/or rights therein referred to) shall be unconditional, except
      only the condition that (subject to the Conditions Precedent having been
      fulfilled, or waived as provided in Clause 4.4, and upon Completion), (i)
      a total of 3,096,000 New Shares be allotted and issued by the Holding
      Company to an entity (the "Designated Entity") designated and notified in
      writing by Mr. Demopoulos to the Purchaser not later than 3 Business Days
      before the Completion Date, and (ii) a sum of HK$5,770.20 be paid or
      procured to be paid by the Purchaser to the Designated Entity."

25.   Acknowledgement
      ---------------

      The Contracting Vendors and the Purchaser acknowledge that the relevant
      adjustment to the Consideration applicable to each of the Contracting
      Vendors as set out in Clause 2.1 hereof is proportional to their interests
      in the Sale Shares (and where applicable, the Sale Loans) and none of the
      Contracting Vendors has derived any benefit out of such adjustments in the
      relevant part of the Consideration, other than in such proportion.

26.   Confirmation of Validity
      ------------------------

      The Contracting Vendors and the Purchaser hereby agrees and confirms that,
      save for the amendments to the Original Agreement effected by this
      Agreement, each of their obligations, rights, covenants and liabilities
      under the Original Agreement shall remain valid and subsisting and in full
      force and effect in accordance with its terms and shall extend to and
      cover the obligations and liabilities of the Contracting Vendors and the
      Purchaser under this Agreement and shall not in any way be released,
      impaired, waived or affected by such amendments to the Original Agreement.

27.   Governing Law and Jurisdiction
      ------------------------------

27.1. This Agreement shall be governed by and construed in all respects in
      accordance with the laws of Hong Kong.

                                       -4-

<PAGE>

27.2. Each party hereto irrevocably agrees that the courts of Hong Kong shall
      have jurisdiction to hear and determine any suit, action or proceeding and
      to settle any disputes which may arise out of or in connection with this
      Agreement and for such purposes irrevocably submits to the non-exclusive
      jurisdiction of such courts.

      IN WITNESS whereof this Agreement has been duly executed on the date first
above written.


SIGNED by                          )
MR. FREDERICK MICHAEL              )
DEMOPOULOS                         )
in the presence of:-               )


SIGNED by                          )
MR. DOUGLAS KHOO KOK HUI           )
in the presence of:-               )


SIGNED by                          )
MR. LU XIAOHU                      )
in the presence of:-               )


SIGNED by                          )
                                   )
for and on behalf of               )
IDG TECHNOLOGY VENTURE             )
INVESTMENT, INC.                   )
in the presence of:-               )


                                       -5-

<PAGE>


SIGNED by                          )
                                   )
for and on behalf of               )
SOFTBANK CHINA VENTURE             )
IN VESTMENTS NO.10 LIMITED         )
in the presence of:-               )


SIGNED by                          )
                                   )
for and on behalf of SAWS TON      )
DEVELOPMENTS LIMITED               )
in the presence of/                )
whose signature(s)                 )
are verified by:-                  )

                                       -6-