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                                                                   EXHIBIT 10.11


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                               THE OPTION CONTRACT


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


                               XIAO GEHUI, WU ZHAN
                                 LI YU, WANG JIN


                                       AND


                                Fintel Group Ltd.


                                  MAY 19, 2005


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THIS CONTRACT is dated the May 19, 2005.

BETWEEN:

         1)       Xiao Gehui
         ID No: 430422197509215453
         Address: 1 Tianmashang Nan Road, Zhengxiang District, Hengyang, Hunan

         2)       Wan Zhan,
         ID No: 61012119740621597X,
         Address: No. 6205-206, 067 Jidi Family member Yard, Yanta District,
         Xi'an, Shanxi

         3)       Li Yu
         ID No: 210402197404200515
         Address: 1-202, 8th Lize building, 19 Xinjiekou Wai Street, Haidian
         District, Beijing

         4)       Wang Jin
         ID No: 210103710814211
         Address: 3-2-1, 163-8 Qinnian Street, Shenhe District, Shenyang

         (XiaoGehui, Wu Zhan, Li Yu and Wang Jin ) are hereinafter
         collectively referred to as the "Vendors" and each
         individually referred to as the "Vendor"); and

         5)       Fintel Group Ltd., a company incorporated in HONG KONG (the
                  "Purchaser")
         Address: Suit 306, Hengbang Commercial Center, 28 Shanghai Street,
         Kowloon, Hongkong Legal representative: Chen Yu

WHEREAS:

(A)      Beijing Zhong Qi Tian Ji Science and Trade Co., Ltd (the "Company") is
         a domestic joint venture company with limited liability incorporated in
         the People's Republic of China (the "PRC") and has as at the date
         hereof a registered capital of RMB 25,000,000, a net asset of RMB
         31,570,678 and net asset of RMB 9,670,678 deducted the due
         shareholder's contribution by November 30, 2004
(B)      As at the date of this Contract, the Purchaser is a wholly owned
         subsidiary of Financial Telecom Limited (USA) Inc. (the "Fintel
         Company"), the shares of which are currently listed on the
         Over-the-Counter Bulletin Board ("OTCBB") of the United States (OTCBB
         Symbol: FLTL.OB).
(C)      Another wholly owned subsidiary of the Fintel Company has signed the
         long term service agreement with the Vendors, which stipulates that the
         wholly owned subsidiary shall provide the Vendors with the long term
         financial and management service. In order to stimulate the wholly
         owned subsidiary and improve its service quality, the Vendors have
         agreed to empower the Option to the Purchaser and the Purchaser has
         agreed to accept the Option according to the terms and conditions of
         this Contract. Please see Clause 1 of this Contract for the definition
         of Option.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the terms and conditions hereby are agreed upon by the Parties
in this Contract:


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1.       INTERPRETATION

         1.1      In this Contract (including the Recitals), unless the context
                  otherwise requires, the following words and expressions shall
                  have the following meanings ascribed to each of them below:

"CONTRACT"                          this Contract for the Option Contract, as
                                    amended or supplemented from time to time;
"BUSINESS DAY"                      From Monday to Friday except PRC's public
"OPTION"                            holidays; Within one year after this
                                    Contract is signed by Parties, The Purchaser
                                    is entitled to purchase Sale Interests
                                    according to Clause 4.1 of this Contract and
                                    execute the right to Change the Transferable
                                    Note according to Clause 2.6 and 2.7 and 4.1
                                    of this Contract;
"THE TERM OF OPTION"                One year after this Contract is signed by
"SALE INTERESTS"                    Parties. 19% of the entire interest in the
                                    registered capital of the Company to be sold
                                    by the Vendors to the Purchaser according to
                                    Option of this Contract, in which 6.5% of
                                    the entire interest in the registered
                                    capital of the Company to be sold by Xiao
                                    Gehui to the Purchaser, 5% of the entire
                                    interest in the registered capital of the
                                    Company to be sold by Wu Zhan to the
                                    Purchaser, 5% of the entire interest in the
                                    registered capital of the Company to be sold
                                    by Li Yu to the Purchaser, and 2.5% of the
                                    entire interest in the registered capital of
                                    the Company to be sold by Wang Jin to the
                                    Purchaser; "FINTEL COMPANY" Financial
                                    Telecom Limited (USA) Inc.(pound) a company
                                    incorporated under the laws of the state of
                                    Nevada, United States, the shares of which
                                    are currently listed on the Over-the-Counter
                                    Bulletin Board ("OTCBB") of the United
                                    States (OTCBB Symbol:FLTL.OB).
"CONSIDERATION SHARES"              New restricted shares of the Fintel Company
                                    to be allotted and issued in the name of the
                                    Vendors or their nominees for the
                                    consideration of Sale Interests and the
                                    Transferable Note according to Clause 4.1,
                                    which are restricted according to Rule 144
                                    promulgated under the U.S Securities Act and
                                    are calculated by the Consideration
                                    regulated in Clause 4.1 /50% of the average
                                    share price of 30 business days before
                                    Completion;
"TRANSFERABLE NOTE"                 The debt certificate issued by the Vendors
                                    to the Purchaser. After the Vendors are
                                    satisfied by the consideration from the
                                    Purchaser according to Clause 4.1 of this
                                    Contract, they shall owe the Purchaser the
                                    debt of USD 266,667 without interests and
                                    pay off the debt of USD 266,667 after ten
                                    years from the issuing date of the debt
                                    certificate. During the Term of Transferable
                                    Note, the Purchaser shall be entitled to
                                    execute the right to change the Vendors'
                                    debt to 11% of the entire interest in the
                                    registered capital of the Company according
                                    to Clause 2.6 and 2.7 of this Contract.


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"THE TERM OF TRANSFERABLE NOTE"     Within ten years after the issuing date of
                                    the Transferable Note.
"Repurchasing"                     The Vendor shall have the rights to
                                    repurchase Sale Interests and the rights and
                                    execution of the Transferable Note within
                                    thirty-third month after Completion date
                                    from the Purchaser.
"RESTRICTED TRADING PERIOD"         a period of twelve (12) & twenty-four (24) &
                                    thirty-six (36) months from the date on
                                    which the Consideration Shares being
                                    allotted and issued to the Vendors or their
                                    nominees; twelve months for 37.5% of the
                                    Consideration Shares, eighteen months for
                                    another 18.75% of the Consideration Shares,
                                    twenty-four months for another 31.25% of the
                                    Consideration Shares, thirty-six months for
                                    another 12.5% shares of the Consideration
                                    Shares;
"COMPLETION"                        The execution of Option in accordance with
                                    the terms and conditions of this Contract
                                    including the completion of the sale and
                                    purchase of the Sale Interests and the
                                    issuing of the Transferable Note and the
                                    satisfaction of the Consideration in
                                    accordance with the terms and conditions of
                                    this Contract;
"COMPLETION DATE"                   the date falling on the 5th Business Day
                                    after the conditions set out in Clause 3.2 ,
                                    3.3 have been fulfilled or waived by the
                                    Purchaser and the Vendors according to
                                    Clause 3.5;

"THE DATE OF THE BALANCE SHEET"     November 30, 2004

2.       OPTION

         2.1      Subject to the terms and conditions of this Contract, each of
                  the Vendors, agrees to empower the Option to the Purchaser and
                  the Purchaser agrees to accept the Option.
         2.2      Subject to Clause 2.1 of this Contract, when the Purchaser get
                  the Option, the Vendors shall give and shall procure that the
                  Purchaser and/or any persons authorized by it in writing will
                  be given such access to the premises and all books, documents,
                  title deeds, records, returns, approvals, correspondence and
                  accounts of the Company and its subsidiaries and all such
                  information relating to the Company as may be reasonably
                  requested by or on behalf of the Purchaser to undertake and
                  conduct a full due diligence (including but without
                  limitation, in all legal, financial and commercial aspects)
                  against the Company and be permitted to take copies of any
                  such books, documents, title deeds, records and accounts and
                  that the directors and employees of the Company shall be
                  instructed to give promptly all such information and
                  explanations to any such persons as aforesaid as may be
                  requested by it or them. The Purchaser shall complete its due
                  diligence (including without limitation, legal, financial and
                  commercial aspects) in respect of the Company and its
                  subsidiaries and the results of which are, in the absolute
                  opinion of the Purchaser, satisfactory and acceptable to the
                  Purchaser in all respects. On the Date of the Balance Sheet,
                  the Company's net assets which are audited by independent
                  third party CPA are RMB 31,670,678 and the net assets deducted
                  the due shareholder's contribution are RMB 9,670,678.
         2.3      Within the Term of Option, the Vendors shall not sell Sale
                  Interests to any third party and not make guarantee, and/or
                  pledge and/or mortgage or any other types of rights and/or
                  benefit on Sale Interests without the Purchaser's written
                  agreement.


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         2.4      If the Purchaser does not execute Option in accordance with
                  Clause 2.5 and 2.6 and 2.7 of this Contract during the Term of
                  Option, Option shall be cancelled.
         2.5      During the Term of Option, if the Purchaser execute Option, it
                  shall send the written note ( "Option Note") to the Vendors
                  and inform them Completion Day and that it shall own Sale
                  Interests and Transferable Note on the Completion Date.
         2.6      On Completion Date, if the Vendors don't issue the written
                  Transferable Note, the Purchaser automatically receive all the
                  rights of Transferable Note. The Vendor warrants as follow:
                  i.       the Purchaser may send the written note ("
                           Information of Transferable Note") to the Vendors
                           during the Term of Transferable Note and inform them
                           to get rid of the debt of the Transferable Note
                           instead that they shall transfer 11% of the entire
                           interest in the registered capital of this Company to
                           the Purchaser in the consideration of
                           RMB(pound)+/-(pound)(R)
                  ii.      The Vendors shall transfer 11% of the entire interest
                           in the registered capital of this Company to the
                           Purchaser under the Chinese registration law
                           according to Information of Transferable Note and the
                           Purchaser's or its designated third party shall
                           become the owner in the registry office.
         2.7      The unconcerned matters in relation to the execution of
                  Transferable Note shall be considered by other clauses of this
                  Contract.
         2.8      After the date of the Option Note, The Vendors will not assume
                  any debts and any other duties regards to the Sale
                  Interests(pound) which exist after the date of the Option Note
                  and will not have any creditor's rights and any other rights
                  regards to the Sale Interests(pound) which exists after the
                  date of the Option Note. After the date of the Option Note,
                  The Purchaser will assume any debts and any other duties
                  regarding to the Sales Interests(pound)which exist after the
                  date of the Option Note and will have any creditor's rights
                  and any other rights regarding to the Sale
                  Interests(pound)which exist after the date of the Option Note.

3.       COMPLETION

         3.1      The Completion Day is the date of the Option Note.
         3.2      On Completion, The Vendors shall meet the following
                  requirements:
                  (a)      The Vendors shall get all necessary consents permits
                           and approval (whether governmental, regulatory or
                           otherwise) as may be required in respect of the
                           transferring of the Sale Interests from the relevant
                           governmental authorities of the PRC, including but
                           not limited to the ratification from the PRC foreign
                           trade economic bureau or the provincial foreign trade
                           economic department and the Vendors shall inform the
                           Purchaser all the relevant letters, the ratification
                           documents and other relevant documents;
                  (b)      Each of the Vendors shall jointly and/or severally
                           (as the case may be) deliver or procure the delivery
                           to the Purchaser of all the following:
                           (i)      all constitutional documents, contracts,
                                    minute books and records (which shall be
                                    written up to date as at Completion);


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                           (ii)     copies of the business license, the name of
                                    the shareholders, the copies of the
                                    shareholders' identity card, the structure
                                    of the shareholding and financial statements
                                    of the Company;
                           (iii)    other documents, letters and material
                                    which the Purchaser may require;
                  (c)      The Vendors shall hold a shareholder meeting
                           approving the following items according to the
                           Purchaser's requirements:
                           (i)      the sale and purchase of the Sale Interests;
                           (ii)     the Transferable Note;
                           (iii)    amending the constitution of the Company
                                    according to the Purchaser;

                  (d)      The Vendors shall complete the change registration
                           procedures regards to the Sale Interests in relevant
                           commercial and industrial bureau and inform the
                           Purchaser all the relevant letters, ratification
                           documents and other relevant documents regards to the
                           above the change procedures..

         3.3      On Completion, The Purchaser shall meet the following
                  requirements:

                  a)       The Purchaser shall, if so required, pass of
                           necessary resolutions by shareholders of the
                           Purchaser at a shareholder meeting approving (i) the
                           purchase of the Sale Interests from the Vendors and
                           (ii)the Transferable Note(iii) this Contract.
                  b)       The Purchaser shall procure that the directors of the
                           board of Fintel Company make the resolutions and
                           approve: the allotment and issue of the Consideration
                           Shares to the Vendors credited as fully paid;
                  c)       The Purchaser having obtained a legal opinion issued
                           by a qualified lawyer (acceptable by the Purchaser)
                           in respect of:

                           (i)      the legality and validity of this Contract
                                    and the transactions contemplated herein;
                           (ii)     the completion of all necessary procedures
                                    and obtaining of all necessary approvals
                                    regarding the sale and purchase of the Sale
                                    Interests;
                           (iii)    no change in the permitted scope of business
                                    of the Company after the transfer of the
                                    Sale Interests;
                           (iv)     all other matters reasonably requested by
                                    the Vendors.

         3.4      When any of the conditions set out in the Clause 3.2 has been
                  satisfied by the Vendors, unless that the Purchaser may by
                  notice in writing inform the Vendors to waive any of the
                  conditions set out in Clause 3.5, the Purchaser shall procure
                  Fintel Company to allot, issue and credit the Consideration
                  Shares to the Vendors as fully paid.

         3.5      From the date of this Contract to the Completion Date, the
                  Purchaser has the rights at any time in writing to inform the
                  Vendors to waive any of the conditions set out in Clauses 3.2;
                  At same time, the Vendors also have the rights at any time in
                  writing to inform the Purchaser to waive any of the conditions
                  set out in Clause 3.3 from the date of this Contract to the
                  Completion Date.


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         3.6      Clauses 5 to Clause 13 shall survive the Completion.

4.       CONSIDERATION

         4.1      The Consideration for the transferring of the Sale Interests
                  and the issuing of the Transferable Note shall separately be
                  RMB3,800,000 equal to US$460,606 (1USD=RMB8.25) and RMB
                  2,200,000 equal to USD 266,667 (1USD=RMB8.25) which shall be
                  satisfied by the Purchaser in the following manners:
                  i.       The Purchaser procuring the Fintel Company to allot,
                           issue and credit the Consideration Shares to the
                           Vendors in the relevant proportions as fully paid on
                           Completion;
                  ii.      The Purchaser shall not be obliged to complete the
                           purchase of any of the Sale Interests and the
                           Transferable Note unless the purchase of all the Sale
                           Interests and the Transferable Note is completed
                           simultaneously.

         4.2      The Vendors shall notify the Purchaser in writing at least ten
                  (10) Business Days before the Completion Date of the name(s),
                  the address(es) and other particulars of the registered
                  holder(s) of the Consideration Shares and the board lot
                  denomination of the share certificate(s) in respect of the
                  Consideration Shares to be issued to them or their nominee(s)
                  and all necessary information and details as is reasonably
                  required to enable the share registrars of the Fintel Company
                  to issue the definitive share certificates for such
                  Consideration Shares upon Completion. Otherwise, the Purchaser
                  is entitled to issue such Consideration Shares under the name
                  of the Vendors.
         4.3      The Vendors understand that the Consideration Shares are
                  restricted by the U.S. Securities Act. The Vendors hereby
                  represent and warrant as follow:

                  (a)      Vendors bear economic risks: the Vendors have
                           substantial experience in evaluating and investing in
                           private placement transactions of securities in
                           companies similar to the Purchaser so that it is
                           capable of evaluating the merits and risks of its
                           investments in the Purchaser and of protecting its
                           own interests. The Vendors are able to bear the
                           economic risk of this investment;
                  (b)      Acquisition for own account: the Vendors are
                           acquiring the Consideration Shares for their
                           respective own account for investment only, and not
                           with a view towards their distribution;
                  (c)      Vendors can protect their interests: the Vendors
                           represent that by reason of their management,
                           business or financial experience, the Vendors have
                           the capacity to protect their own interests in
                           connection with the transactions contemplated in this
                           Contract.
                  (d)      Information of Fintel Company: the Vendors have had
                           an opportunity to discuss the Purchaser's business,
                           management and financial affairs with directors,
                           officers and management of the Purchaser and have had
                           the opportunity to review the Purchaser's operations
                           and facilities. The Vendors have also had the
                           opportunity to ask questions of and receive answers
                           from the Purchaser and its management regarding the
                           terms and conditions of this investment; Purchaser
                           will provide balance sheet and income statement to
                           Vendors.


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                  (e)      Rule 144: The Vendors have been advised or are aware
                           of the provisions of Rule 144 promulgated under the
                           U.S. Securities Act, which permits limited resale of
                           shares purchased in a private placement subject to
                           the satisfaction of certain conditions.
                  (f)      Legends: The Vendors understand and agree that the
                           Purchaser will cause the legends set forth below or
                           legends substantially equivalent thereto, to be
                           placed upon any certificate(s) evidencing ownership
                           of the Consideration Shares, together with any other
                           legends that may be required by state or federal
                           securities laws, or by the Articles of Association
                           and By laws of the Company or by any other agreements
                           between the Vendors and the Purchaser or between the
                           Vendors and any third party:
                           THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
                           REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF
                           CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
                           RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
                           NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
                           UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
                           LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
                           THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
                           REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
                           INVESTMENT. THE ISSUER OF THESE SECURITIES MAY
                           REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
                           SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
                           PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
                           ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
         4.4      The Purchaser agrees that upon expiry of the Restricted
                  Trading Period, upon presentation of the Consideration Shares
                  Certificate to Purchaser, under the terms and conditions of
                  this Contract, Purchaser will commerce within 7 business days
                  all necessary formalities and registration procedures as may
                  be required under the U.S. Securities Act and the applicable
                  State securities law to enable the Consideration Shares to
                  become freely transferable and saleable.

5.       THE SHAREHOLDERS MEETING, BOARD AND MANAGEMENT OF THE COMPANY AFTER THE
         SALE AND PURCHASE OF SALE INTERESTS

         5.1      The shareholders meeting which is formed by all shareholders
                  shall be the highest power organization of the Company. The
                  methods and the procedures of discussing business in the
                  shareholders meeting and the scope of power of the
                  shareholders meeting shall be ruled by "the Company Law of the
                  PRC " and the Company's constitution amended under Clause 3.1
                  of this Contract.
         5.2      After the sale and purchase of Sale Interest, The Company
                  shall set up the Board, the members of the Board are not more
                  than 5 people and the Purchaser has the rights to designate 1
                  director in the Board. The business and operations of the
                  Group shall be managed by the Board.
         5.3      The Chairman of the Board and the legal representative of the
                  Company shall be nominated and appointed by the Board.


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         5.4      The financial controller and/or the chief financial officer of
                  the Company shall be nominated and appointed by the Board.
         5.5      The power scope of the Board, the rules and the way of
                  discussing the business in the Board and the matters which are
                  not concerned in Clause 5 shall be ruled by "the Company Law
                  of the People's Republic of China" and the Company's
                  constitution amended under Clause 3.1 of this Contract.
         5.6      The General Manager takes charge of the Company under the
                  leading of the Board. The power scope of the General Manager,
                  the rules and the way of discussing the business of the
                  General Manager are ruled by " the company law of the People's
                  Republic of China" and the Company's constitution amended
                  under Clause 3.1 of this Contract.

6.       DISPOSAL OF CONSIDERATION SHARES

                  Each of the Vendors agrees and acknowledges that the
         Consideration Shares are subject to the United States Securities and
         Exchange Commission ("SEC") Rule 144 and in particular, hereby jointly
         and severally undertakes to and covenants with the Purchaser and the
         Fintel Company that it will not, during the Restricted Trading Period,
         dispose of (including without limitation by the creation of any option,
         charge or other Encumbrance or rights over or in respect of) any of the
         Consideration Shares or any interests therein owned by him/her or any
         interests which it/he/she obtains , directly or indirectly, immediately
         after Completion.

7.       REPRENSENTATIONS AND WARRANTIES

         7.1      REPRESENTATIONS AND WARRANTIES FROM THE VENDORS

                  1.       The Company is a domestic joint venture company with
                           limited liability duly established and validly
                           existing under the laws of the PRC and has the
                           corporate powers to carry on the business presently
                           carried on by it and to own and hold the assets used
                           therewith.
                  Each subsidiary of the Company is duly established and in
         validly existing under the laws of the place of its incorporation and
         has the corporate powers to carry on the business presently carried on
         by it and to own and hold the assets used therewith.

                  2.       The facts and information set out in the recitals and
                           Clause 2.2, the Schedules and all documents attached
                           are true and all information which has been provided
                           in writing to the Purchaser or its representatives or
                           advisers by the Vendors or by any Director, officer,
                           professional advisers or agents of the Company by
                           was when given and is now true and accurate in all
                           material respects. There is no fact or matter which
                           has not been disclosed which renders any such
                           information untrue, inaccurate or misleading or the
                           disclosure of which might reasonably affect the
                           willingness of a willing purchaser to purchase the
                           Sale Interests in accordance with the provisions of
                           this Contract.
                  3.       The information disclosed to the Purchaser or its
                           representatives or professional advisers, by the
                           Vendors and the directors, officers or other
                           officials of the Company regarding its current status
                           or prospects comprises all information which is
                           material for the reasonable assessment of the
                           financial and trading prospects of the Company or its
                           subsidiaries as a whole.


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                  4.       The copies of the memorandum, the Articles of
                           Association, resolutions of the Board meeting and
                           shareholders meeting and other material contrats, of
                           the Company which have been provided to the Purchaser
                           are true The Company has at all times carried on its
                           business and affairs in all respects in accordance
                           with the above mentioned documents.
                  5.       The Sale Interests at the date of this Agreement are
                           fully paid up and are legally owned by the Vendors.
                           There is not any guarantees , mortgages or pledges
                           and other forms of third party's benefit on, over or
                           affecting the Sale Interests.
                  6.       The accounting systems of the Company and its
                           subsidiaries comply with `the Accounting Law of the
                           PRCand other relevant accounting regulations and
                           laws. All the books of the account of the Company and
                           its subsidiaries are true and accurate in all
                           material respects and there is no loss at the Date of
                           the Balance Sheet of the Company;
                  7.       The vendors engage the qualified auditor to audit the
                           Company for each year or each quarter. At the Date of
                           the Balance Sheet and the future, the Vendors shall
                           disclose a true and fair view of the assets and
                           liabilities of the Company and its subsidiaries and
                           its profits for the financial year ended on such date
                           and the future;
                  8.       The Company and its subsidiaries have paid all the
                           taxes before the Completion or will pay all the taxes
                           according to the tax laws and regulations and
                           disclose all tax evasion or legally tax evasions or
                           other tax problems which can seriously affect the
                           Purchaser's intent of purchasing the Sale Interests.
                           The Company and its subsidiaries have not or will not
                           pay any fine, penalty and interests according to the
                           tax laws, regulations and rules. The Company and its
                           subsidiaries have not during the last 3 years been
                           the subject of any discovery, audit or investigation
                           by any Taxation authority and there are no fact which
                           is likely to cause such discovery, audit or
                           investigation to be made.
                  9.       The Vendors covenant and undertake that prior to
                           Completion and without the prior written consent of
                           the Purchaser, the Vendors shall procure that the
                           Company and its subsidiaries shall not:

                           a.       enter into any option in respect of any part
                                    of its assets;
                           b.       dispose of or agree to dispose of or grant
                                    any option in respect of any part of its
                                    assets;
                           c.       borrow any money or make any payments out of
                                    or drawings on its bank account(s) other
                                    than routine payments;
                           d.       enter into any unusual or abnormal contract
                                    or commitment;
                           e.       make any loan;
                           f.       enter into any leasing, purchase or other
                                    agreement or arrangements for payment on
                                    deferred terms;
                           g.       declare, make or pay any dividend or other
                                    distribution or do or suffer anything which
                                    may render its financial position less
                                    favourable than as at the date of this
                                    Agreement;
                           h.       grant or issue or agree to grant or issue
                                    any mortgages, charges, debentures or other
                                    securities or give or agree to give any
                                    guarantees or indemnities;
                           i.       make any change in the terms and conditions
                                    of employment or pension benefits of any of
                                    its directors or employees or employ or
                                    terminate (other than for good cause) the
                                    employment of any person;


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                           j.       create, issue or grant any option in respect
                                    of any type of share or loan capital or
                                    agree so to do; k. in any other way depart
                                    from the ordinary course of its respective
                                    day-to-day business regarding either the
                                    nature scope or manner of conducting the
                                    same;
                           l.       voluntarily contravene or fail to comply
                                    with any material obligation, statutory or
                                    otherwise; and
                           m.       do anything whereby its financial position
                                    will be rendered less favourable than at the
                                    date hereof.

                  10.      After the date of the Contract, the Vendors, required
                           by the Purchaser as shareholder, shall hire the
                           qualified and licensed accountant in the PRC
                           (Excluding Hongkong, Marco and Taiwan) to audit the
                           Company for each financial year .

         7.2      REPRESENTATIONS AND WARRANTIES FROM THE PURCHASER

                  1.       The Company is a company duly established and validly
                           existing under the laws of the Hongkong and has the
                           corporate powers and authorises to carry on the
                           business presently carried on by it and to own and
                           hold the assets used therewith. The Fintel Company is
                           a listed company duly established and validly
                           existing under the laws of USA.

                  2.       The Purchaser procure that Fintel Company will issue
                           the Consideration Shares according to the terms and
                           conditions of this Contract.

8.       LIABILITY FOR THE BREACH OF THIS CONTRACT

         8.1.     The Vendors and Purchaser shall fulfill the Contract properly
                  and timely, Should all or part of this Contract be unable to
                  be fulfilled as the result the breach of one party, the
                  breaching party shall bear the liabilities thus caused.

         8.2.     Should the Vendors break the warranties regulated in Clause
                  8.1 and cause the Purchaser's economic loss and expenses (
                  including the legal fees ), the Vendors shall bear the
                  liabilities thus caused.

9.9.     PRICE ADJUSTMENT

         9.1      If the 12 months, 24 months and 36 months of Restricted
                  Trading Period are over, the value of the freely transferable
                  Consideration Shares which the Vendors or their designated
                  persons are owner, that is the freely transferable
                  Consideration Shares x the average price of 30 trading days
                  before the end of Restricted Trading Period, is less than the
                  twice of the value of the freely transferable Consideration
                  Shares on Completion Date, the Vendors inform the Purchaser in
                  written note(the Vendors' note) and ask the Purchaser execute
                  the following price adjustments. The Purchaser shall choose
                  one of the following ways to execute the price adjustments
                  within 30 business days after the Vendors' note.


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                  (a) To pay back cash according to the following formula: the
                  Cash paid back = the twice of the value of freely transferable
                  Consideration Shares on Completion Date -(the freely
                  transferable Consideration Shares x the average price of 30
                  trading days before the Restricted Trading Period(including
                  the ending day of the Restricted Trading Period));

                  (b) Procure the Fintel Company issue and allot new restricted
                  shares of the Fintel Company in the name of the Vendors or
                  their nominees, which are restricted according to Rule 144
                  promulgated under the U.S Securities Act and are calculated by
                  the Cash paid back / the average share price of 30 business
                  days before the Restricted Trading Period(including the ending
                  day of the Restricted Trading Period).

         9.2      If the value of the freely transferable Consideration Shares
                  on the ending days of the Restricted Trading Period and the
                  days that the Vendors sell is more than twice of the value of
                  the freely transferable Consideration Shares on Completion,
                  the Purchaser shall have the rights to share 50% of
                  difference.

         9.3      If the Company is listed in any security exchange board after
                  within 12 months after the Completion, the Clause 9 of the
                  Contract shall be not valid.

10.      TERMINATION AND AMENDMENTS

         10.1     The Vendors and the Purchasermay agree in writing to terminate
                  this Contract after negotiations. 10.2 The Vendors and the
                  Purchaser may terminate this Contract according to the
                  following conditions:
                  1.       Should this Contract be unable to be fulfilled
                           materially due to the Force Majeure, the Vendors and
                           the Purchaser have the rights to terminate this
                           Contract without any liabilities.
                  2.       Should one party be unable to fulfil this Contract
                           improperly and cause to break this Contract
                           fundamentally, the non-breaching party has the right-
                           to terminate this Contract, the breaching party shall
                           bear the responsibilities thus caused.
                  3.       Other situations regulated by the relevant laws.

11.      CONFIDENTIALITY AND ANNOUNCEMENTS

         11.1     Each of the parties undertakes to the others that it will not,
                  at any time after the date of this Agreement, divulge or
                  communicate to any person other than to its professional
                  advisers, or when required by law or any rule of any relevant
                  stock exchange body or regulatory authorities, or to its


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<PAGE>

                  respective officers or employees whose province is to know the
                  same any confidential information concerning the business,
                  accounts, finance or contractual arrangements or other
                  dealings, transactions or affairs of any of the others which
                  may be within or may come to its knowledge and it shall use
                  its best endeavors to prevent the publication or disclosure of
                  any such confidential information concerning such matters.
         11.2     No public announcement or communication of any kind shall be
                  made in respect of the subject matter of this Contract unless
                  specifically agreed between the parties or unless an
                  announcement is required pursuant to the applicable laws and
                  the regulations or the requirements of any relevant stock
                  exchange or any other regulatory body or authority. Any
                  announcement by any party required to be made pursuant to any
                  relevant laws or regulation or the requirements of the
                  relevant stock exchange or any other regulatory body or
                  authority shall be issued only after such prior consultation
                  with the other party as is reasonably practicable in the
                  circumstances.

12.      GOVERNING LAW AND JURISDICTION

         12.1     This Contract shall be governed by and construed in accordance
                  with the laws of Hong Kong.
         12.2     Any dispute, controversy or claim arising out of or relating
                  to this Agreement, or the breach termination or invalidity
                  thereof, shall be settled firstly by friendly negotiations; In
                  case no settlement can be reached through negotiation, the
                  disputes shall be submitted to the Court wit jurisdiction in
                  HongKong.

13.      FURTHER PROMISE

         13.1     The Vendors shall promise that the net asset of the Company
                  deducted the due shareholder's contribution at the end of the
                  12nd month from the Completion Date shall be not less than RMB
                  15 million. Should the Vendors may not fulfill this promise,
                  the Purchaser is entitled to withdraw all the Consideration
                  Shares and return the Sale Interests purchased and the
                  Transferable Note acquired from the Vendors.
         13.2     The Vendors shall promise that the net asset of the Company
                  deducted the due shareholder's contribution at the end of the
                  24th month from the Completion Date shall be not less than RMB
                  25 million. Should the Vendors may not fulfill this promise,
                  the Purchaser is entitled to withdraw 25% of Consideration
                  Shares and retain the Sale Interests purchased and the
                  Transferable Note acquired from the Vendors.

14.      REPURCHASING

         14.1     The Vendors have the right to repurchase the Sales Interests
                  and the Transferable Note of the Company within the 33rd month
                  from the Completion Date.
         14.2     The Vendors shall not repurchase any portion of Sales
                  Interests and the Transferable Note of the Company while it
                  shall repurchase all the Sales Interests and the Transferable
                  Note purchased by the Purchaser from the Vendors.
         14.3     The Repurchasing price shall be calculated as follows: (unsold
                  Consideration Shares + sold Consideration Share) X ( the
                  average price of 30 trading days before Completion Date) X
                  8.25


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         14.4     The Repurchasing price shall be transferred to the account
                  number designated by the Purchaser within sixty (60) days from
                  the day when the Vendors require the Repurchasing.

5.       MISCELLANEOUS

         15.1     This Contract constitutes the entire agreement between the
                  parties hereto with respect to the matters dealt with herein
                  and supersedes all previous agreements, arrangements,
                  statements, understandings or transactions between the parties
                  hereto in relation to the matters hereof and the parties
                  acknowledge that no claim shall arise in respect of any
                  agreement so superseded.
         15.2     Any variation to this Contract shall be binding only if
                  recorded in a document signed by all the parties hereto. 15.3
                  The obligations, liabilities (including without limitation:
                  breach of warranties) and undertakings of the Vendors shall be
                  joint and several.
         15.4     This Contract shall be binding upon and ensure for the benefit
                  of the successors of the parties but shall not be assignable.
         15.5     All provisions of this Contract t, in so far as the same shall
                  not have been performed at Completion, shall remain in full
                  force and effect notwithstanding Completion.
         15.6     If any provision of this Contract shall be held to be illegal
                  or unenforceable, the enforceability of the remainder of this
                  Agreement shall not be affected.
         15.7     The Purchaser shall not be responsible for any government fees
                  and tax and other additional expenses(including lawyer fees)
                  caused by the Vendors according to this Contract


IN WITNESS WHEREOF THIS CONTRACT HAS BEEN DULY EXECUTED BY ALL PARTIES HERETO
THE DAY AND YEAR FIRST ABOVE WRITTEN.

THE VENDORS

XIAO GEHUI

WU ZHAN
LI YU
WANG JIN

THE PURCHASER
FINTEL GROUP LTD.(STAMP)
AUTHORIZATION