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                                                                   Exhibit 10.65


                SHANGHAI TECHUR TECHNOLOGY DEVELOPING CO., LTD.


                   AGREEMENT ON TRANSFER OF SHARES' OWNERSHIP
                   ------------------------------------------


                                 August 15, 2002

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                   Agreement on Transfer of Shares' Ownership

This agreement is reached and signed by the parties listed below in Beijing on
August 15, 2002:

PARTY A: Shanghai Zhengda Investment Management Co., Ltd

PARTY B: Liang Zhihua

PARTY C: Shanghai Tiandi Science & Technology Investment Development Co, Ltd

PARTY D: Shanghai Qingpu Science & Technology Garden Investment Consulting Co.,
Ltd

PARTY E: Qian Weijun

PARTY F: Wu Yubin

PARTY G: Wang Xiaoxiang

PARTY H: Rich Sight Investment Limited

Whereas:

1.    On June 25, 1997, Shanghai Zhengda Investment Management Co., Ltd and
      Liang Zhihua, citizen of PRC (hereinafter referred to as "Initial
      Shareholders"), co-invested and established Shanghai Techur Technology
      Developing Co., Ltd (hereinafter referred to as the "Target Company"),
      which was approved and then issued a business license with the number
      3102291014298 by Shanghai Industrial & Commercial Administration Bureau.

2.    The target company had a total registered capital of 10.4 million RMB in
      1999. Both the initial shareholders had rendered all the registered
      capital, 75% of which, 7.8 million RMB, was invested by Shanghai Zhengda
      Investment Management Co., Ltd, and the rest 25%, 2.6 million RMB, was
      invested by Liang Zhihua.

3.    On Dec. 18, 2000, an additional investment was made into the target
      company that raised the registered capital of the target company to 30
      million RMB. Shanghai Zhengda Investment Management Co., Ltd hold an
      accumulative total investment volume of 10.4 million RMB, accounting for
      47.33% of the total registered capital; Liang Zhihua invested 6 million
      RMB, making up 20% of the total registered capital; Shanghai Online
      Information Network Co., Ltd (former named as Shanghai Online Information
      Network Integration Co., Ltd), 0.8 million RMB and 2.67%; Shanghai Qingpu
      Science & Technology Garden Investment Consulting Co., Ltd, 0.3 million
      RMB and 1%; Shanghai Tiandi Science & Technology Investment Development
      Co, Ltd, 8.7 million RMB and 29%.

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4.    In November 2000, some transfers of the shares' ownership were made.
      Consequently, the registered capital of the target company changed to 30
      million RMB and the shareholders list and their investing percentage after
      modification were as below:

      1)    Shanghai Zhengda Investment Management Co., Ltd (hereinafter
            referred to as Party A), 11.5 million RMB, 38.33%;

      2)    Liang Zhihua (hereinafter referred to as Party B), 6 million RMB,
            20%;

      3)    Shanghai Tiandi Science & Technology Investment Development Co., Ltd
            (hereinafter referred to as Party C), 5.9 million RMB, 19.67%;

      4)    Shanghai Qingpu Science & Technology Garden Investment Consulting
            Co., Ltd (hereinafter referred to as Party D), 0.3 million RMB, 1%;

      5)    Qian Weijun (hereinafter referred to as Party E), Citizen of PRC,
            2.5 million RMB, 8.33%;

      6)    Wu Yubin (hereinafter referred to as Party F), citizen of PRC, 2.8
            million RMB, 9.33%;

      7)    Wang Xiaoxiang (hereinafter referred to as Party G), citizen of PRC,
            1 million RMB, 3.33%.

      (All the parties mentioned above shall be referred to as Assigners).

5.    Both Party H and assigners agree that Party H purchases 100% of the total
      shares of the target company at the cost of 15.5 million RMB so that the
      target company essentially shall be able to transform into a foreign
      proprietorship.

6.    Assigners shall sell all the shares of the target company that they owns
      to Party H or any third party designated by Party H pursuant to the
      articles and terms of this agreement.

7.    Party H, as a legally founded and existed company with limited liabilities
      in accordance with the laws and regulations of Hong Kong, shall agree to
      buy in or designate a third party to buy in the said shares pursuant to
      the articles and terms of this agreement.

The following agreement is reached through friendly negotiation among parties:

ARTICLE 1: TRANSFER OF SHARES' OWNERSHIP

1.    Both the assigners and the Party H agree with the transfer of shares of
      the target company that are held by the assigners and any rights,
      interests and claims concerning the said shares from the assigners to
      Party H or any third party designated by Party H pursuant to the articles
      and terms of this agreement.

2.    Upon validity of this agreement, Party H or the third party designated by
      Party H shall become the sole proprietor of the target company, enjoying
      all the rights and assuming all the liabilities regulated by the Chinese
      laws and the constitution of the target company. All assigners shall be
      relieved from taking any responsibilities and duties for the transfer of
      shares' ownership since then.

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3.    All parties agree that Article 3 of this agreement shall be the conditions
      for the validity of this agreement.

ARTICLE 2: QUID PRO QUO FOR TRANSFER

The quid pro quo for this transfer of shares' ownership from the assigners to
Party H or any third party designated by Party H stated in this agreement is
15.5 million RMB. After completion of the said transfer, Party H or any third
party designated by Party H shall hold 100% of the shares of the target company.

ARTICLE 3: CONDITIONS FOR THE TRANSFER

1.    All parties shall have been issued, in accordance with the laws and
      regulations of PRC, all the legal documents that provide formal approvals
      and authorizations concerning the said transfer of the shares' ownership
      under this agreement.

2.    All parties shall have acquired all the approvals, agreements and
      exemptions for the consents of the transfer of shares' ownership from
      other concerned parties, and all the documents shall have been signed.

3.    Party A agrees to pay 6.1 million RMB to the target company for 2,037,586
      shares of Suzhou Gaoxin domestic corporation shares (please check Appendix
      1: Agreement on Transfer of Suzhou Gaoxin Corporation Shares). Assigners
      agree that this is the condition for Party H to perform its obligations
      under this agreement. Party H shall preserve the right not to make the
      payment for the transfer of shares' ownership to any assigners before
      Party A pays 6.1 million RMB to the target company. Besides, should Party
      A fail to make the said payment in 30 days since the date signing this
      agreement, Party H shall be entitled to the right to terminate the
      agreement, bearing no obligations at all. Meanwhile, Party H pledges to
      Party A to perform its contractual obligation once Party A redeems its
      obligations by Agreement on Transfer of Suzhou Gaoxin Corporation Shares.

4.    Assigners agree that the assigners or any other relevant parties liable
      shall assume all the liabilities resulting from any disposals of the
      Suzhou Gaoxin Domestic Corporation Shares (including but not limited to
      hypothecation and alienation) conducted by assigners or the target company
      before signing this agreement. Party H, as the new shareholder of the
      target company, shall not be responsible for any liabilities. Otherwise,
      assigners shall indemnify for any losses to Party H.

5.    Assigners pledge to urge the core managing staff to sign the new labor
      contract with the target company in 10 working days since the validity of
      this agreement, the terms of which shall not be less than two years. The
      details of the labor contract are available in Appendix 2: Labor Contract.
      Should anyone of the managing staff fail to sign the new labor contract
      with the target company in those ten days since the validity of this
      agreement, Party H shall have the right to terminate the agreement. The
      list of the core managing staff of the target company is

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      as following: Mr. Liang Zhihua, Mr. Qian Weijun and Mr. Yang Yan.

6.    Party B and Party E agree that any party between them shall be responsible
      for an indemnity of 500,000 RMB to Party H, in case that any party between
      them rescinds the labor contract signed with the target company
      unilaterally in one year since the validity of this agreement.

7.    Assigners agree that Mr. Qian Weijun and Mr. Yang Yan, serving as the core
      managing staff for the target company, shall spend part of their office
      hours (no more than 35% of their total office hours) working for the
      operation of SOL business, and accordingly, SOL shall pay for their
      working hours. Assigners agree not to lower down the profit goal of the
      target company with the excuse that Mr. Qian Weijun and Mr. Yang Yan work
      partially for SOL. However, in principle, the said arrangement shall not
      produce any negative influence to Mr. Qian Weijun and Mr. Yang Yan when
      they are working for the Target Company.

8.    Assigners agrees that should any bad performance be resulted from any
      member of the core managing staff of the target company, Party H shall
      have the right to change his post and even terminate the labor contract in
      advance on condition that the said circumstance is worse off. Assigners
      shall not ask for any modification to be made to the terms of this
      agreement for any reason relevant to the above-mentioned issue.

9.    Assigners agree that all the shares that it holds shall not contain any
      state-owned ones and that Party H shall have the right to relieve itself
      from the agreement without taking any responsibilities if assigners
      breaches this pledge.

ARTICLE 4: PAYMENT OF QUID PRO QUO FOR TRANSFER OF SHARES' OWNERSHIP

1.    Under the circumstances that the conditions stimulated in Article 3 have
      all been satisfied, all parties agree that: Party H shall make the payment
      of RMB 775,000 to assigners in 5 five working days since the date when
      this agreement is signed, and then make another payment of 14.725 million
      RMB in ten working days upon completion of all the transfer formalities;

2.    All assigners agree herein explicitly that, Party H shall pay all the quid
      pro quo for the transfer of shares' ownership that shall be paid to
      assigners directly to Party A in accordance with this agreement and that
      shall be deemed as that Party H has fulfilled its obligation of making all
      necessary payment to all assigners. After having received the quid pro quo
      for the transfer of shares' ownership from Party H, Party A shall
      distribute the quid pro quo to each assigner in proportion to their
      percentage in the total shares of the Target Company. Should any disputes
      rise owing to the payment of quid pro quo for transfer of shares'
      ownership between Party A and other assigners, Party H shall not be held
      liable.

ARTICLE 5: PROCLAIMS, GUARANTEES AND COMMITMENTS

1.    Assigners make the following proclaims and guarantees to Party H:

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      (1)   Assigners have all the competence and authority to sign this
            agreement and then carry out all the obligations stimulated in this
            agreement.

      (2)   Assigners have performed the obligation of rendering investment to
            the target company, hence all of them enjoy all legal, complete and
            abundant proprietorship and influence towards the transfer of
            shares' ownership under this agreement.

      (3)   The target company is a legally established and existed company with
            limited liabilities in conformity with the laws and regulations of
            PRC and it has been issued all necessary approvals, authorities,
            admissions and consents to operate its business. The target company
            has not been involved into any situations where the said approvals,
            authorities, admissions, consents or its business license is
            cancelled temporarily or withdrawn.

      (4)   All the financial statements, other financial records and any other
            documents relevant to the target company provide by assigners to
            Party H or those lawyers, accountants and any other trustee parties
            appointed by Party H for this transfer of shares' ownership are
            legal, valid, authentic and complete. Assigners understand that
            Party H is relying on those documents concerning the target company
            when signing this agreement. Should the said documents be false or
            misleading, Party H shall have the right to ask for indemnification
            from assigners and then terminate the agreement beforehand.

      (5)   Assigners pledge that all the liabilities of the target company
            before the signing date of this agreement have been stated in the
            financial statements and other relevant financial documents
            presented to Party H. If any liabilities of the target company is
            not shown in any finanical statements or other relevant financial
            documents of it and the total volume of said liabilities is less
            than RMB 300,000, assigners and Party H shall seek settlement
            through negotiation. Assigners shall be held liable for any loss
            resulting from the said reason if negotiation does not work. Should
            the total volume of the said liabilities exceed RMB 300,000, Party H
            shall have the right to ask for indemnification from assigners and
            then terminate the agreement beforehand.

      (6)   Before the date when the agreement becomes effective, the target
            company has or is going to pay all the taxation resulting from its
            business, assets and liabilities or others concerned to the relevant
            government departments and any other institutions.

      (7)   The target company has filled in and submitted all the necessary
            taxation declaring forms concerning its business, assets and
            liabilities on the appropriate basic reference before the validity
            date, which have not aroused (and shall not arouse) any disputes. As
            far as assigners have learnt or checked out after reasonable
            inquiries, there shall not be any reasons leading to the said
            disputes or any claims for reimbursement of taxation or any loss of
            existed discounts or concessions of taxation.

      (8)   The general meeting of shareholders of the target company has
            reached a decision that agrees with the transfer of shares'
            ownership to Party H, and other shareholders have

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            agreed in written forms to abandon the priority of purchasing the
            transferred shares' ownership.

      (9)   Before signing this agreement, assigners do not design or permit to
            design any rights of guarantee for the transfer of shares'
            ownership.

      (10)  Before signing this agreement, as far as assigners have learnt,
            there are no situations that have produced or will produce serious
            negative influence to the operation of the target company.

      (11)  There are no any lawsuits, arbitration or administrative procedures
            brought to assigners that are in existence or pendent, or poses
            potential threats to assigners.

      (12)  Each assigner's signing this agreement shall not put each of them in
            a position where each assigner breaches any terms, conditions or
            regulations of other contracts, agreements, of which each assigner
            is one party.

      (13)  After signing this agreement, assigners shall not seek to sign with
            any other companies, enterprises or individuals instead of Party H
            the same or similar letter of intents, agreements or contracts, the
            intent or the obligation of which would allow any percentage of
            shares' ownership to be transferred to any other parties, no matter
            with or without any conditions.

      (14)  Once being signed by all parties, this agreement shall become
            legally effective and enjoy legal binding force after being
            approved.

      (15)  Assigners shall be responsible for settling legal formalities
            concerning the transfer of shares' ownership stated in this
            agreement, including but not limited to modification to the
            constitution of the target company, alteration of the business
            license and acquirement and change-over of the relevant authorizing
            documents.

      (16)  All assigners have a full and explicit understanding towards the
            intent, conditions of this agreement and all the duties and
            obligations under this agreement, then make and sign this agreement
            of their own accord in the principle of equity.

      (17)  Should any assigner breach any regulation of this agreement, other
            assigners agree to take the joint and several liabilities together
            with the breaching assigner to Party H.

2.    Party H makes the following proclaims and guarantee to all assigners:

      (1)   Party H is a legally established and existed legal entity in
            accordance with the laws and regulations of Hong Kong, enjoying
            rights, authorities and competence to make this agreement and then
            perform all the obligations and duties under this agreement.
            Besides, once being valid, this agreement shall compose legal,
            effective and binding obligations

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            that can be compulsorily executed to Party H.

      (2)   Party H has obtained all necessary consents, approvals and
            authorities for signing and performing this agreement, except for
            those stated by this agreement otherwise.

      (3)   Party H's signing this agreement dose not put itself in a position
            where it breaches any terms, conditions or regulations of other
            contracts, agreements, of which Party H is one party.

      (4)   Party H shall assist assigners to settle those legal formalities
            concerning the transfer of shares' ownership stated in this
            agreement, including but not limited to modification to the
            constitution of the target company, alteration of the business
            license and acquirement and change-over of the relevant authorizing
            documents.

ARTICLE 6: SETTLEMENT OF LIABILITIES

1.    After the transfer is formally completed, that is, Party H is issued the
      business license of a foreign proprietorship from Shanghai Bureau of
      Industrial & Commercial Administration (the same hereunder); Party H shall
      be held responsible for all the liabilities that have been imposed upon
      the target company and have been stated on the financial reports or other
      relevant financial documents thereof before signing this agreement. Those
      liabilities that fail to be stated in the financial reports or other
      relevant financial documents of the target company due to some special
      reasons shall be settled as required by Term 5, Clause 1, Article 5 of
      this agreement.

2.    After the transfer hereof is successfully completed, Party H shall be
      responsible for all the natural operating liabilities incurred to the
      target company since the signing date of this agreement to the date of
      successful completion of the transfer. Any material financial shift or
      non-natural operating liabilities shall be reported to Party A and Party H
      for written approval; otherwise, any loss induced thereupon shall be
      assumed by the breaching party.

3.    Party H shall bear the responsibility for all the liabilities of the
      target company after the transfer hereof is fully finished.

ARTICLE 7: LIABILITIES FOR BREACH OF THIS AGREEMENT

1.    Breach of agreement is formed when any proclaims, pledges or guarantee
      made by any party under this agreement turn out to be false or misleading
      substantially or any party breaches any terms of this agreement.

2.    If any party breaches the agreement and that has caused loss to the
      non-breaching party, the breaching party shall render complete and
      abundant compensation to that party.

3.    If the agreement is terminated by party H owing to the severe breach of
      agreement by the

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      assigners, assigners shall pay back all the quid pro quo for the
      transferred shares' ownership to Party H and provide all necessary
      assistance in performing the relevant formalities. Meanwhile, assigners
      shall compensate for all the economic loss to Party H.

ARTICLE 8: FORCE MAJEURE

1.    Force majeure refers to any incidents that cannot be controlled, foreseen
      or avoided even foreseen. The said incidents holdback, delay or dally any
      party to perform all or part of its obligations under this agreement,
      including but not limited to governmental acts, earthquakes, typhoons,
      floods, fires or any other natural disasters, wars and other similar
      incidents.

2.    In case of any force majeure, the suffering party shall inform the other
      parties with the fastest tools about the nature, occurring date, estimated
      lasting period and other related details about it and how serious the
      suffering party will be influenced in performing its obligations.

3.    The suffering party shall inform the other parties the present situation
      of itself regularly and timely during the period that the force majeure
      lasts and then the final situation when it stops.

4.    The suffering party may be relieved from undertaking its obligation
      without bearing any responsibilities before the force majeure ends, but it
      should try its best to conquer the force majeure so as to reduce the
      negative influence of it.

5.    The suffering party shall provide legal certifications that are issued by
      the local notary office for the force majeure to other parties. If the
      party fails to provide the said certifications, the other parties shall
      have the rights to ask the suffering party to take the liabilities for
      breaching the agreement conforming the concerning regulations of this
      agreement.

ARTICLE 9: LIMITATION OF RIGHTS

1.    This agreement shall be valid to all parties, their inheritors and their
      assignees that comply with the relevant regulations.

2.    Any party shall not assign its rights or obligations under this agreement
      without obtaining written consents from other parties.

ARTICLE 10: VALIDITY OF AGREEMENT AND REGISTRATION OF RELEVANT MODIFICATIONS

1.    After all parties sign this agreement, assigners shall urge the target
      company to fulfill the relevant formalities concerning the transfer of
      shares' ownership conforming to the laws and regulations of PRC.

2.    This agreement shall become effective since the date when the formalities
      stimulated by Term 1 of this article are fully fulfilled.

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ARTICLE 11: MODIFICATIONS AND BEFOREHAND TERMINATION OF THIS AGREEMENT

1.    Any modifications to this agreement shall require unanimous consents from
      all parties and signing of those relevant written document. The
      modification shall be sent to concerning administrative authorities for
      approval or recording (if needed) after signed by all parties, and become
      effective since the date when it is signed or approved (the later date
      shall be the right date).

2.    The beforehand termination of this agreement shall not influence any
      rights and obligations that have been in existence before the termination.

ARTICLE 12: REFERENCE TO THE LAWS

      Laws and regulations of PRC shall be applied for the conclusion,
effectiveness, explanations, performances and settlement of disputes concerning
this agreement.

ARTICLE 13: SETTLEMENT OF DISPUTES

      All parties shall seek settlement for any disputes resulting from the
execution of this agreement or concerning this agreement through friendly
negotiation. If failed, the disputes shall be presented to China International
Economic & Trade Arbitration Committee for settlement according to the current
arbitrating procedures. The arbitration result shall be the dernier one and bind
all the parties. The party who loses the arbitration shall be held liable for
the arbitration fees.

ARTICLE 14: OTHER ISSUES

1.    Any notifications concerning this agreement from any party to other
      parties shall be in the written form and delivered by designated person or
      by faxes, telegraphs, or mails. When delivered by designated person, it
      shall be sent to the legal addresses of other parties. If delivered by
      faxes or telegraphs, the delivery shall only be deemed valid when the
      sender receives answering code. If delivered by mails, the receiving date
      shall be ten days since the date when it is mailed.

2.    This agreement is drawn in Chinese language in ten originals, one for each
      party and other two respectively reported to Shanghai Foreign Investment
      Committee and Shanghai Bureau of Industrial & Commercial Administration
      for approval and records. Two copies of this agreement are reserved by the
      target company as records and all the originals and copies shall be
      equally authentic.

PARTY A: Shanghai Zhengda Investment Management Co., Ltd
SIGNATURE: /s/
PARTY B: Liang Zhihua

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SIGNATURE: /s/

PARTY C: Shanghai Tiandi Science & Technology Investment Development Co, Ltd
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/

PARTY D: Shanghai Qingpu Science & Technology Garden Investment Consulting Co.,
Ltd
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/

PARTY E: Qian Weijun
SIGNATURE: /s/

PARTY F: Wu Yubin
SIGNATURE: /s/

PARTY G: Wang Xiaoxiang
SIGNATURE: /s/

PARTY H: Rich Sight Investment Limited
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/