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EXHIBIT 10.5

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                               THE OPTION CONTRACT


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                                   LU ZHAO HUI

                                  CHEN YU MIN



                                       AND



                                Fintel Group Ltd.





                                JANUARY 20, 2005


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THIS CONTRACT is dated January 20, 2005.

BETWEEN:

     1)   Lu Zhao Hui, ID No. 342523197101190039, Address: 1706, No. 18,
          XiangJiang Building, Lane 1265, ZhongShan xi Road, Shanghai, China
     2)   Chen Yu Min, ID No. 310105197308184419, Address: 1706, No. 18,
          XiangJiang Building, Lane 1265, ZhongShan xi Road, Shanghai, China (Lu
          Zhao Hui and Chen Yu Min) are hereinafter collectively referred to as
          the "Vendors" and each individually referred to as the "Ventor); and
     3)   Fintel Group Ltd., a company incorporated in HONG KONG with its
          registered office situate at 306 Hang Bong Commercial Centre, 28
          Shanghai Street, Kowloon, HongKong and its principal office situate as
          same (the "Purchaser").

WHEREAS:

     (A)  Shanghai Qianhou Computer Technolcogy Ltd. (the "Company") is a
          domestic joint venture company with limited liability incorporated in
          the PRC and has as at the date hereof a registered capital of RMB 1
          million and a net asset of RMB3,747,926.
     (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 Vendor, which stipulates that the
          wholly owned subsidiary shall provide the Vendor with the long term
          financial and management service. In order to stimulate the wholly
          owned subsidiary and improve its service quality, the Vendor 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:

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 holidays;
"OPTION"                 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
                         purchase the Transferable Note according to Clause 2.6
                         and 4.1 of this Contract;




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"THE TERM OF OPTION"     One year after this Contract is signed by Parties.
"SALE INTERESTS"         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 9.5% of
                         the entire interest in the registered capital of the
                         Company to be sold by Lu Zhao Hui to the Purchaser and
                         9.5% of the entire interest in the registered capital
                         of the Company to be sold by Chen Yu Min 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: 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 72,687 without interests and pay off the
                         debt of USD 72,687 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 16% of
                         the entire interest in the registered capital of the
                         Company according to Clause 2.6 and 2.7 of this
                         Contract.

"THE TERM OF             Within ten years after the issuing date of the
TRANSFERABLE NOTE"       Transferable Note.

"RESTRICTED TRADING      a period of twelve (12) & twenty-four (24) & thirty-six
PERIOD"                  (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"             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         30 June, 2004.
BALANCE SHEET"

2.    OPTION

     2.1  Subject to the terms and conditions of this Contract, each of the
          Vendor, 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 Vendor 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



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          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 3,747,926.
     2.3  Within the Term of Option, the Vendor 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.
     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 Vendor and inform them
          Completion Day and that it shall own Sale Interests and Transferable
          Note.
     2.6  On Completion Day, if the Vendor doesn't issue the written
          Transferable Note, the Purchaser automatically receives 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 Vendor during the Term of Transferable
               Note and inform them to get rid of the debt of the Transferable
               Note instead that they shall transfer 16% of the entire interest
               in the registered capital of this Company to the Purchaser in the
               consideration of RMB 1.
          ii.  The Vendor shall transfer 16% 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 Vendor will not assume any
          debts and any other duties regards to the Sale Interests, 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, 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 regards
          to the Sales Interests, which exist after the date of the Option Note
          and will have any creditor's rights and any other rights regards to
          the Sale Interests, >which exists 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 Vendor shall meet the following requirements:
          (a)  The Vendor 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 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 Vendor shall inform the Purchaser all the relevant letters,
               the ratification documents and other relevant documents;
          (b)  Each of the Vendor 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;
          (c)  The Vendor 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;


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               (iii) amending the constitution of the Company according to the
                    Purchaser;
          (d)  The Vendor 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..

     3.3  On Completion, The Vendor 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 Vendor 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 Vendor 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.

     3.4  When any of the conditions set out in the Clause 3.2 has been
          satisfied by the Vendor, unless that the Purchaser may by notice in
          writing inform the Vendor 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 Vendor 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 Vendor to waive
          any of the conditions set out in Clauses 3.2; the Vendor 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.
     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 RMB712,106
          equal to USD 86,316 (1USD=RMB8.25) and RMB599,668 equal to USD 72,687
          (1USD=RMB8.25) 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 Vendor 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 the Transferable Note unless the purchase of all the Sale
               Interests and the Transferable Note is completed simultaneously.
     4.2  The Vendor 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 Vendor understands that the Consideration Shares will not be
          registered under the U.S. Securities Act. The Vendor 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 Vendor' representations contained in this
          Contract. The Vendor hereby represent and warrant as follow:
          (a)  Vendor bear economic risk: the Vendor 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 Vendor are able to bear the economic risk of this investment;
          (b)  Acquisition for own account: the Vendor are acquiring the
               Consideration Shares for their respective own account for
               investment only, and not with a view towards their distribution;


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          (c)  Vendor can protect their interest: the Vendor represent that by
               reason of their management, business or financial experience, the
               Vendor has the capacity to protect their own interests in
               connection with the transactions contemplated in this Contract.
               Further, the Vendor are aware of no publication of any
               advertisement in connection with the transactions contemplated in
               this Contract;
          (d)  Company information: the Vendor 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 Vendor 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
               Vendor.
          (e)  Rule 144: The Vendor 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 Vendor 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 Bye laws
               of the Company, or by any other agreement between the Vendor and
               the Purchaser or between the Vendor 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 INTERESTS

     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 "the
          company law of the People's Republic of China "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.
     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 "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 scope of the power, 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.



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6.   DISPOSAL OF CONSIDERATION SHARES

     Each of the Vendor 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 VENDOR
          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 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 Vendor 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 Vendor 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.
          5.   The Sale Interests at the date of this Agreement are fully paid
               up and are legally owned by the Vendor. 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 People's republic of China' 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 Vendor 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 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.
          9.   The Vendor covenant and undertake that prior to Completion and
               without the prior written consent of the Purchaser, the Vendor
               shall procure that the Company and its subsidiaries shall not:



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               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;
               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.

10.  After the date of the Contract, the Vendor required by the Purchaser shall
     hire the qualified and licensed CPA to audit the Company at each financial
     year.

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 Vendor and Purchaser shall fulfill 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 Vendor break the warranties regulated in Clause 8.1 and
          cause the Purchaser's economic loss and expenses (including the legal
          fees), the Vendor shall bear the responsibilities thus caused.

9.   TERMINATION AND AMENDMENTS
     9.1. The Vendor and the Purchaser can agree in writing to terminate this
          Contract after negotiations.
     9.2. The Vendor 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 Vendor 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.

10.  CONFIDENTIALITY AND ANNOUNCEMENTS
     10.1. 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.


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     10.2. 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.

11.  GOVERNING LAW AND JURISDICTION

     11.1. This Agreement shall be governed by and construed in accordance with
          the laws of Hong Kong. 11.2. 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.

12.  MISCELLANEOUS

     12.1. 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.
     12.2. Any variation to this Agreement shall be binding only if recorded in
          a document signed by all the parties hereto.
     12.3. The obligations, liabilities (including without limitation, breach of
          Warranties) and undertakings of the Vendor shall be joint and several.
     12.4. This Agreement shall be binding upon and ensure for the benefit of
          the successors of the parties but shall not be assignable.
     12.5. 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.
     12.6. 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.
     12.7. The Purchaser shall not be responsible for any government fees and
          tax and other additional expenses(including lawyer fees) caused by the
          Vendor 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 VENDOR



THE PURCHASER
FINTEL GROUP LTD.(STAMP)
AUTHORIZATION