EXHIBIT 99.5

                            SHARE TRANSFER AGREEMENT

         This Agreement (the "Agreement") is made as of August 27th, 2000,
between Sino-Overseas Construction Information, Co. Ltd., a company formed under
the laws of the People's Republic of China ("SCI"), whose address is No.9
Chaoqianlu, Chengquzhen, Beijing Changping district, China, and Intermarket
Ventures, Inc., a Utah corporation ("IVI"), whose address is 3770 Howard Hughes
Parkway, Las Vegas, Nevada, 89109, U.S.A.

                                   WITNESSETH:

         WHEREAS, SCI and IVI are and have been engaged in discussions in
contemplation of a business relationship as outlined in the draft Cooperation
Agreement ("CA") and other draft Joint Venture Documents now being reviewed and
discussed by and between SCI and IVI;

         WHEREAS, In the course of such dealings, SCI has been presented
competing offers from other companies seeking to replace IVI as the partner of
SCI in the joint venture to be formed;

         WHEREAS, Both SCI and IVI agree that, in any event, a cooperation
between SCI and IVI would be in the best interests of the contemplated business,
the Ministry of Construction and the People of the PRC due to the advanced and
unique nature of IVI's proprietary technology;

         WHEREAS, As an inducement for SCI to enter into the Proposed Joint
Venture with IVI in lieu of any other party, IVI has agreed to provide
additional consideration to SCI in the form of listed shares in a subsidiary of
IVI that is about to be listed.

         NOW, THEREFORE, in consideration of the mutual benefit to be derived
here from which is hereby acknowledged and accepted, the parties agree as
follows.

         Terms used in this Agreement shall have the same definition as such
Terms have when used in the Joint Venture Agreement and or other Agreements
already signed or to be signed between the same parties of even date herewith.

         1. ADDITIONAL CONSIDERATION. IVI hereby represents and warrants that it
is or shall be the owner of 50 million shares out of a total of 55,560,000
shares issued by a publicly listed company in the USA known as "TBA," a Delaware
corporation ("Shell"), As further consideration and inducement to SCI to enter
into the CA, Joint Venture Agreement and related agreements and contracts; IVI
hereby agrees to transfer to SCI, Twenty-five million shares of Shell (45% of
Shell) free of any charges upon the fulfillment of all of SCI's obligations,
including but not limited to:

          o    The Joint Venture is established and a Business License issued
               with the same, or materially same Business Scope stipulated in
               the CA and the Joint Venture contract; and

          o    The Joint Venture has duly obtained the license(s) issued by the
               Ministry of Construction for System Integration, Transaction
               Network Operation, Card Production and Tooling Manufacturing
               which are necessary for carrying out the purpose and the business
               scope of the Joint Venture. SCI promises that the

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               abovementioned licenses will satisfy the needs of the Joint
               Venture for all of its regular operations.

When given to SCI, IVI guarantees that SCI will own full legal title to 45% of
Shell pursuant to the requirements of the Uniform Commercial Code of the State
of Delaware of the United States. IVI further guarantees that Shell shall have
no liabilities to any person or no litigation from now to the time of the
original issuance of the Business License for the Joint Venture Company.

         2. CONFIDENTIALITY. SCI and IVI both agree that they will not make use
of, disseminate, disclose or in anyway circulate any Confidential Information
which is supplied to or obtained by either of them except to the extent
necessary for discussions with authorized representatives of their own companies
of the transactions contemplated and then only to those of its employees that
absolutely need to know such information. Each Party further certifies that they
will disclose such information only to such an employee that has previously
agreed, either as a condition of employment, or as a condition to receive the
Confidential Information to conditions substantially similar to those contained
in this agreement. With the exception of any technical information of any kind
regarding IVI's Super Smart Card, the parties may disclose Confidential
Information to their respective legal counsel and accountants provided they too
are bound by confidentiality. With the same exception regarding the Super Smart
Card, the parties may also disclose information pursuant to the relevant
exceptions to confidentiality contained in the Joint Venture Agreement and the
CA.

         3. STOCK DELIVERY PROCEDURES. In order to facilitate the share transfer
to SCI, IVI agrees to, as soon as practicable, cause the Shell's transfer agent
to issue a certificate for Twenty-five Million shares in the name of SCI or the
100% owned affiliate of SCI (as described in the CA of even date herewith), in
accordance with SCI's instructions, and will cause the transfer agent to forward
such certificate to the Zhong Xin Law Office, Beijing, China (the "Law Firm") to
hold such certificate in escrow pending completion of the founding of the Joint
Venture Company and the satisfaction of all terms contained herein. At such time
only, upon satisfaction of all conditions within 3 working days, the Law Firm
will give SCI its certificate in Shell. In the event the terms of this Agreement
have not been satisfied for any reason, other than that caused by IVI and/or
eSSI, within 180 business days from the date when the share certificate is
received by Law Firm, then and in that event, the Law Firm shall send said
certificate by air courier back to the transfer agent for cancellation or return
to the original owner. If this certificate is not so delivered pursuant to the
term, hereof Party A has the right to cancel all agreements with Party B and
Party C.

         4. MODIFICATION AND WAIVER. No modification or waiver of any of the
provisions; hereof shall be effective unless in writing and signed by both
Parties consenting to any such modification or waiver of any of the rights
hereunder. No failure or delay by either Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder.

         5. LISTING FORMALITIES. All parties agree to at all times submit to all
necessary formalities, to disclose all relevant and accurate information and to
cause the implementation of any legal, necessary or proper requirement of any
nature and kind required to comply with the listing requirements of any public
stock exchange in the USA and/or the requirements of the

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U.S. SEC, NASD or any other relevant governing organization necessary for the
Sino-foreign joint venture foreign partner investing company, which shall be a
publicly listed company.

         6. MISCELLANEOUS. (a) All notices that are required to be or may be
sent pursuant to the provisions of this Agreement shall be sent by certified
mail, return receipt requested, or by overnight air courier service to each of
the parties at the address appearing herein, and the time for giving of such
notice shall count from the date of mailing or the air bill provided an e-mail
copy is sent simultaneously. (b) This Agreement, shall represent the entire
agreement of the parties with respect to the subject matter hereof; (c) This
Agreement is binding upon and shall inure to the benefit of and shall be
enforceable against the parties hereto and their respective successors and
assigns; (d) This Agreement shall be made in and governed by the laws of the
State of Delaware, irrespective of the country or place of domicile or residence
of either party; (e) The parties agree that in the event of a controversy
arising out of the interpretation, construction, performance or breach of this
Agreement, any and all claims arising out of or relating to this Agreement shall
be submitted for arbitration according to the Commercial Arbitrator Rules of the
American Arbitration Association located in New York City before Panel of three
arbitrators. SCI shall appoint one arbitrator and IVI shall appoint one
arbitrator, and the two arbitrators appointed by the Parties shall select the
third arbitrator, who must be from a third country and shall serve as the
chairperson of the panel, and (f) In the event either party commences
proceedings against the other in order to enforce the terms of this Agreement,
the parties hereby specifically authorize the arbitrator to award injunctive
relief to the prevailing party, who shall also be entitled to recover all
reasonable costs incurred in connection therewith, but not limited to,
reasonable attorney fees.

         IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the date first written above;




SINO-OVERSEAS CONSTRUCTION                  INTERMARKET VENTURES, INC.
INFORMATION, CO. LTD.



By:_________________________                By:________________________
   Authorized Signatory                        Authorized Signatory


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