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                                                                   Exhibit 10.10


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               THIS CONTRACT FOR SALE AND PURCHASE OF CONVERTIBLE
             NOTE AND CERTAIN INTEREST IN THE REGISTRED CAPITAL OF
                       BEIJING GENIAL TECHNICAL CO., LTD.

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                                     LUO LAN

                                    ZHENG XU


                                       AND


                                Fintel Group Ltd.


                                 APRIL 25, 2005

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THIS CONTRACT is dated the April 25, 2005.

BETWEEN:

         1)       Luo Lan, ID No.: 441425197311170407, Address: No.32, Huancheng
                  Road(east), Xingning, Guangdong , China
         2)       Zheng Xu, ID No.: 110105720811611, Address: No.28, Xinshi
                  Hutong, Dongcheng district, Beijing, China (Luo Lan and Zheng
                  xu ) are hereinafter collectively referred to as the "Vendors"
                  and each individually referred to as the "Vendor"); and
         3)       Fintel Group Ltd., a company incorporated in HONG KONG with
                  its registered office situate at 306, Hang Bang Center, 28
                  Shanghai St., Kowloon, Hongkong (the "Purchaser").

WHEREAS:

         (A)      Beijing Genial Technical Co., Ltd. (the "Company") is a
                  company with limited liability incorporated in the People's
                  Republic of China and has as at the date hereof the registered
                  capital of RMB3,000,000 and a net asset of RMB19,000,000 .
         (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)      The Vendors have agreed to sell and the Purchaser has agreed
                  to purchase certain interests in the registered capital of the
                  Company, the aggregate of which represents 19% of the entire
                  interest in the registered capital of the Company (the "Sale
                  Interests") in accordance with the terms and conditions of
                  this Contract. The Vendors have agreed to sell and the
                  Purchaser has agreed to purchase the Convertible Note in
                  accordance with the terms and conditions of this Contract.

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:

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 sale and purchase of
                                    the Convertible Note and the Sale Interest,
                                    as amended or supplemented from time to
                                    time;
"BUSINESS DAY"                      From Monday to Friday except PRC's public
                                    holidays;
"SALE INTERESTS"                    19% of the entire interest in the registered
                                    capital of the Company to be sold by the
                                    Vendors to the Purchaser, in which 16% of
                                    the entire interest in the registered
                                    capital of the Company is sold by Luo Lan to
                                    the Purchaser and 3% of the entire interest


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                                    in the registered capital of the Company is
                                    sold by Zheng xu to the Purchaser ;
"FINTEL COMPANY"                    Financial Telecom Limited (USA) Inc., 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: FITG.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 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;
"CONVERTIBLE 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 RMB1,960,000 without interests and
                                    pay off the debt of RMB1,960,000 after ten
                                    years from the issuing date of the debt
                                    certificate. During the Term of Convertible
                                    Note, the Purchaser shall be entitled to
                                    execute the right to change the Vendors'
                                    debt to 12.25% of the entire interest in the
                                    registered capital of the Company according
                                    to Clause 2.4 and 2.5 of this Contract.
"THE TERM OF CONVERTIBLE NOTE"      Within 10 years after the issuing date of
"RESTRICTED TRADING PERIOD"         Convertible Note 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
                                    1/3 of the Consideration Shares, twenty-four
                                    months for another 1/3 of the Consideration
                                    Shares, thirty-six months for another 1/3
                                    shares of the Consideration Shares;

"COMPLETION"                        completion of the sale and purchase of the
                                    Sale Interests 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
                                    3.1 , 3.2 and 3.4 have been fulfilled or
                                    waived by the Purchaser;
"LONG STOP DATE"                    Within six months after the date of this
THE BALANCE SHEET"                  Contract; "THE DATE OF December 31, 2004.

2.       SALE AND PURCHASE OF THE SALE INTERESTS

         2.1      Subject to the terms and conditions of this Contract, each of
                  the Vendors, agrees to sell and the Purchaser agrees to
                  purchase the Sale Interests which is beneficially held by each
                  of the Vendors, in which 16% of the entire interest in the
                  registered capital of the Company is sold by Luo Lan to the
                  Purchaser and 3% of the entire interest in the registered
                  capital of the Company is sold by Zheng Xu to the Purchaser.
                  The consideration for Sale Interests is the Consideration
                  Shares. From the date of this Contract, the Purchaser is the
                  beneficial owner of the Sale Interests with all rights now or
                  hereafter attaching thereto.
         2.2      Subject to Clause 2.1 of this Contract, on the Date of the
                  Balance Sheet, the Company's net assets which are audited by
                  independent third party CPA are RMB19,000,000.
         2.3      After the date of this Contract, The Vendors will not assume
                  any debts and any other duties regards to the Sale Interests,
                  which exist after the date of this Contract and will not have
                  any creditor's rights and any other rights regards to the Sale


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                  Interests, which exists after the date of this Contract. After
                  the date of this Contract, The Purchaser will assume any debts
                  and any other duties regards to the Sales Interests, which
                  exist after the date of this Contract and will have any
                  creditor's rights and any other rights regards to the Sale
                  Interests, which exists after the date of this Contract.
         2.4      On Completion Day, 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:

                  a)       the Purchaser may send the written note ("
                           Information of Transferable Note") to the Vendors
                           during the Term of Convertible Note and inform them
                           to get rid of the debt of the Convertible Note
                           instead that they shall transfer 12.25% of the entire
                           interest in the registered capital of this Company to
                           the Purchaser in the consideration of
                           RMB(pound)+/-(pound)(R)
                  b)       The Vendors shall transfer 12.25% of the entire
                           interest in the registered capital of this Company to
                           the Purchaser under the Chinese registration law
                           according to Information of Convertible Note and the
                           Purchaser's or its designated third party shall
                           become the owner in the registry office.

         2.5      The unconcerned matters in relation to the execution of
                  Convertible Note shall be considered by other clauses of this
                  Contract.

3.       COMPLETION

         3.1      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 sale
                           and purchase of the Sale Interests from the relevant
                           PRC' governmental authorities, 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);
                           (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;


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                  (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 Convertible Note and the future
                                    shareholding transfering;
                           (iii)    amending the constitution of the Company
                                    according to the Purchaser;

                  (d)      The Vendors shall complete the change 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..

         3.2      On Completion, The Vendors shall meet the following
                  requirements:

                  a)       If so required, passing 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 issuing of
                           Convertible Note and (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 business of
                                    the Company after the transfer of the Sale
                                    Interests; (iv) all other matters reasonably
                                    requested by the Purchaser.

         3.3      When any of the conditions set out in the Clause 3.1 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 3.4, the Purchaser shall procure
                  Fintel Company to allot, issue and credit the Consideration
                  Shares to the Vendors as fully paid.
         3.4      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 3.1;
                  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 3.2 from the date of this Contract to the Completion
                  Date.
         3.5      Clauses 5 to Clause 13 shall survive the Completion.


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4.       CONSIDERATION

         4.1      The Consideration for the sale and purchase of the Sale
                  Interests shall be the sum of RMB3,040,000 equal to US$
                  368,485(1USD=RMB8.25) and he Consideration for the Convertible
                  Note shall be the sum of RMB1,960,000 equal to US$
                  237,576(1USD=RMB8.25) and which shall be
                  satisfied by the Purchaser in the following manner:
                  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; The
                  Purchaser shall not be obliged to complete the purchase of any
                  of the Sale Interests and Convertible Note unless the purchase
                  of all the Sale Interests and Convertible 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)
                  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.
         4.3      The Vendors understand that the Consideration Shares will not
                  be registered under the U.S. Securities Act. The Vendors also
                  understand that the Consideration Shares are being allotted
                  and issued pursuant to an exemption from registration
                  contained in the U.S. Securities Act based in part upon the
                  Vendors' representations contained in this Contract. The
                  Vendors hereby represent and warrant as follow:

                  (a)      Vendors bear economic risk: 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 have the capacity to
                           protect 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 interest: 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. Further, the Vendors are aware of no
                           publication of any advertisement in connection with
                           the transactions contemplated in this Contract;
                  (d)      Company information: 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.
                  (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


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                           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 Bye laws of the Company, or by any other
                           agreement 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
                  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 becoming
                  freely transferable and resalable.

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

         5.1      The shareholders meeting which is formed by all shareholders
                  shall be the highest power organization of the Company. The
                  way and the procedures of discussing business in the
                  shareholders meeting and the scope of power of the
                  shareholders meeting shall be ruled by PRCs' relevant laws and
                  the Company's constitution amended under Clause 3.1 of this
                  Contract.
         5.2      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. 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
                  scope of the power, the rules and the way of discussing the
                  business in the Board and the matters which are not concerned
                  in Clause 5 are ruled by PRCs' relevant laws 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 scope of the power, the rules and
                  the way of discussing the business of the General Manager are
                  ruled by PRCs' relevant laws and the Company's constitution
                  amended under Clause 3.1 of this Contract.


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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 it/him/her or in
         which it/he/she is, directly or indirectly, interested immediately
         after Completion.

7.       WARRANTIES

         7.1      THE WARRANTIES FROM THE VENDORS

                  1.       The Company is a company with limited liability duly
                           established and validly existing under the laws of
                           PRCs and has the corporate powers and authorizes to
                           carry on the business presently carried on by it and
                           to own and hold the assets used therewith. Each
                           member of the Company are duly established and
                           validly existing under the laws of the place of its
                           incorporation and has the corporate powers and
                           authorizes 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
                           or other official of the Company by its professional
                           advisers or other agents 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 Agreement.
                  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.
                  4.       The copy of the memorandum and articles of
                           association of the Company which have been provided
                           to the Purchaser are true and complete in all
                           respects and have embodied in them or annexed to them
                           a copy of every such resolution and agreement
                           required by law to be annexed thereto and the Company
                           has at all times carried on its business and affairs
                           in all respects in accordance with its respective
                           memorandum and articles of association and all such
                           resolutions and agreements.


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                  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 PRCs'
                           and 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.       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.       Every financial year the Vendors and the Purchaser
                           shall hire the qualified and licensed CPA to audit
                           the Company.
                  9.       On Completion Date, the audited net assets of the
                           Company( the " Audited net assets) is not less than
                           the net assets on the Date of the Balance Sheet(the
                           "Promised net assets").
                  10.      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 to purchase the Sale Interests.
                           The Company and its subsidiaries haven't or will not
                           pay any fine, penalty and interests according to the
                           tax laws , regulations and rules. The Company and its
                           subsidiaries have not in the last 3 years been the
                           subject of a discovery, audit or investigation by any
                           Taxation authority and there are no facts which are
                           likely to cause a discovery, audit or investigation
                           to be made.
                  11.      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.       incur any expenditure on capital account or
                                    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, hire, 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 class 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
                                    either as regards 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.

7.2      THE 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.       THE LIABILITIES OF THE BREACH OF THE CONTRACT

         8.1.     The Vendors and Purchaser shall fulfilled the Contract
                  properly and in time, Should all or part of this Contract be
                  unable to be fulfilled owing to the fault of one party, the
                  breaching party shall bear the responsibilities thus caused.
         8.2.     Should the Vendors break the warranties regulated in Clause
                  7.1 and cause the Purchaser's economic loss and expenses (
                  including the legal fees ), the Vendors shall bear the
                  responsibilities thus caused.
         8.3.     Should the Vendors break the warranties regulated in Clause
                  7.1(8), the Vendors shall pay back to the Purchaser with the
                  difference of Audited net assets and Promised net assets.

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.
                  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));


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                  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 Purchaser can agree in writing to
                  terminate this Contract after negotiations.

         10.2     The Vendors and the Purchaser can 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 party who abides by this Contract
                           has the rights to terminate this Contract, the
                           breaching party shall bear the responsibilities thus
                           caused.
                  3.       other conditions 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
                  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 endeavours 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 Agreement 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.


                                      P 11


<PAGE>

12.      GOVERNING LAW AND JURISDICTION

         12.1.    This Agreement 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 consultations,
                  the disputes shall be submitted to the jurisdictional Court in
                  HongKong.

13.      MISCELLANEOUS

         13.1.    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.

         13.2.    Any variation to this Agreement shall be binding only if
                  recorded in a document signed by all the parties hereto. 13.3.
                  The obligations, liabilities (including without limitation,
                  breach of Warranties) and undertakings of the Vendors shall be
                  joint and several.

         13.4.    This Agreement shall be binding upon and ensure for the
                  benefit of the successors of the parties but shall not be
                  assignable.

         13.5.    All provisions of this Agreement, in so far as the same shall
                  not have been performed at Completion, shall remain in full
                  force and effect notwithstanding Completion.

         13.6.    If any provision of this Agreement shall be held to be illegal
                  or unenforceable, the enforceability of the remainder of this
                  Agreement shall not be affected.

         13.7.    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.


                                      P 12


<PAGE>

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

THE VENDORS

LUO LAN

ZHENG XU


THE PURCHASER
FINTEL GROUP LTD.(STAMP)
AUTHORIZATION