Exhibit 10.1

                          CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (this "Agreement") is dated November 1, 2005,
and is entered into in Zhejiang  between  Capital  Future  Development  Limited,
incorporated  under law of British Virgin Islands  ("Party A") and Zhejiang Yong
Xin  Digital  Technology  Co.,  Ltd.,  duly  established  under law of  People's
Republic of China,  with a registered  address at No. 315 Hu Shu Nan Rd, Gong Ye
District,  Hangzhou,  China  ("Party  B").  Party A and Party B are  referred to
collectively in this Agreement as the "Parties."

                                    RECITALS

     (1)  Party A, a company duly incorporated under law of British Islands, has
          the expertise in the business of digital products;

     (1)  Party B is a limited company  incorporated in China, and is engaged in
          the  selling,   circulation  and  modern   logistics  of  3C  products
          (communication  products,  information  technology ("IT") products and
          digital products) in China (the "Business");

     (2)  The Parties desire that Party A provide technology consulting services
          and relevant services to Party B;

     (3)  The Parties are  entering  into this  Agreement to set forth the terms
          and conditions under which Party A shall provide  consulting  services
          to Party B.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement the following terms shall have the following meanings:

"Affiliate,"  with  respect  to any  Person,  shall mean any other  Person  that
directly  or  indirectly  controls,  or is  under  common  control  with,  or is
controlled by, such Person.  As used in this  definition,  "control"  shall mean
possession, directly or indirectly, of power to direct or cause the direction of

management or policies (whether  ownership of securities or partnership or other
ownership interests, by contract or otherwise);

"Consulting Services Fee" shall be as defined in Clause 3.1;

"Indebtedness"  shall  mean,  as to any  Person,  without  duplication,  (i) all
indebtedness  (including principal,  interest,  fees and charges) of such Person
for borrowed money for the deferred purchase price of property or services, (ii)
the face  amount of all  letters of credit  issued for the amount of such Person
and all drafts drawn  thereunder,  (iii) all liabilities  secured by any Lien on
any property  owned by such person,  whether or not such  liabilities  have been
assumed by such Person,  (iv) the aggregate  amount  required to be  capitalized
under  leases  under  which such  Person is the  lessee  and (v) all  contingent
obligations (including,  without limitation, all guarantees to third parties) of
such Person;

"Lien"  shall mean any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance,  lien (statutory or other),  preference,  priority or
other security  agreement of any kind or nature whatsoever  (including.  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  or  similar  statement  or notice  filed  under  recording  or notice
statute,  and any  lease  having  substantially  the same  effect  as any of the
foregoing);

"Person" shall mean any individual, corporation, company, voluntary association,
partnership, joint venture, trust, unincorporated organization,  entity or other
organization or any government body;

"PRC" means the People's Republic of China;

"Services"  means the services to be provided  under the Agreement by Party A to
Party  B, as more  specifically  described  in  Clause  2; In this  Agreement  a
reference to a Clause,  unless the context otherwise requires, is a reference to
a clause of this Agreement.

1.2 The headings in this Agreement shall not affect the  interpretation  of this
Agreement.

2. RETENTION AND SCOPE OF SERVICES

2.1 Party B hereby agrees to retain the services of Party A, and Party A accepts
such appointment,  to provide to Party B services in relation to the current and
proposed  operations  of  Party  B's  business  in the PRC upon  the  terms  and
conditions  of this  Agreement.  The services  subject to this  Agreement  shall
include, without limitation:

     (a)  General  Business   Operation.   Advice  and  assistance  relating  to
development of technology and provision of consultancy services, particularly as
related to travel services.

                                       2

     (b) Human Resources.

          (i) Advice and  assistance  in  relation  to the  staffing of Party B,
     including  assistance  in the  recruitment,  employment  and  secondment of
     management personnel, administrative personnel and staff of Party B;

          (ii) Training of management, staff and administrative personnel;

          (iii)  Assistance in the  development of sound payroll  administrative
     controls in Party B;

          (iv) Advice and  assistance in the  relocation of management and staff
     of Party B;

     (c) Research and Development

          (i) Advice and  assistance in relation to research and  development of
     Party B;

          (ii) Advice and assistance in industry development; and

     (d) Other.  Such other advice and  assistance  as may be agreed upon by the
Parties.

2.2 Exclusive  Services  Provider.  During the term of this  Agreement,  Party A
shall be the  exclusive  provider  of the  Services.  Party B shall  not seek or
accept similar  services from other providers  unless the prior written approval
is obtained from Party A.

2.3  Intellectual  Properties  Related  to the  Services.  Party A shall own all
intellectual  property  rights  developed  or  discovered  through  research and
development,  in the course of providing Services, or derived from the provision
of the  Services.  Such  intellectual  property  rights shall  include  patents,
trademarks,  trade names,  copyrights,  patent application rights, copyright and
trademark  application  rights,  research and technical documents and materials,
and other related intellectual property rights including the right to license or
transfer such intellectual properties.  If Party B must utilize any intellectual
property, Party A agrees to grant an appropriate license to Party B on terms and
conditions to be set forth in a separate agreement.

2.4 Pledge.  Party B shall permit and cause Party B's shareholders to pledge the
equity  interests of Party B to Party A for securing the Fee that should be paid
by Party B pursuant to this Agreement.

                                       3

3. PAYMENT

3.1 General.

     (a) In consideration of the Services provided by Party A hereunder, Party B
shall pay to Party A during the term of this Agreement a consulting services fee
(the "Consulting  Services Fee"),  payable in RMB each quarter,  equal to all of
its  revenue  for such  quarter  based  on the  quarterly  financial  statements
provided under Clause 5.1 below.  Such quarterly payment shall be made within 15
days after receipt by Party A of the financial statements referenced above.

     (b) Party B will permit, from time to time during regular business hours as
reasonably  requested  by Party A, or its agents or  representatives  (including
independent  public  accountants,  which  may be Party  B's  independent  public
accountants),  (i) to conduct  periodic  audits of books and records of Party B,
(ii) to examine and make  copies of and  abstracts  from all books,  records and
documents  (including,  without  limitation,  computer  tapes and  disks) in the
possession  or under  the  control  of Party B (iii) to visit  the  offices  and
properties of Party B for the purpose of examining such  materials  described in
clause (ii) above,  and (iv) to discuss  matters  relating to the performance by
Party B  hereunder  with  any of the  officers  or  employees  of Party B having
knowledge of such matters. Party A may exercise the audit rights provided in the
preceding sentence at any time,  provided that Party A provides ten days written
notice to Party B specifying the scope,  purpose and duration of such audit. All
such audits shall be  conducted in such a manner as not to interfere  with Party
B's normal operations.

3.2 Party B shall not be  entitled to set off any amount it may claim is owed to
it by Party A against any Consulting  Services Fee payable by Party B to Party A
unless Party B first obtains Party A's written consent.

3.3 The Consulting Services Fee shall be paid in RMB by telegraphic  transfer to
Party an Account  No______________,  to such other account or accounts as may be
specified in writing from time to time by Party A.

3.4 Should Party B fail to pay all or any part of the  Consulting  Service's Fee
due to Party A in RMB under  this  Clause 3 Within the time  limits  stipulated,
Party B shall pay to Party A interest in RMB on the amount  overdue based on the
three  (3)  month  lending  rate for RMB  announced  by the Bank of China on the
relevant due date.

3.5 All payments to be made by Party B hereunder shall be made free and clear of
and without  deduction  for or on account of tax,  unless Party B is required to
make such payment subject to the deduction or withholding of tax.

4. FURTHER TERMS OF COOPERATION

4.1 All business  revenue of Party B shall be directed in full by Party B into a
bank account(s) nominated by Party A.

                                       4

5. UNDERTAKINGS OF PARTY A

Party B hereby agrees that, during the term of the Agreement:

5.1  Information Covenants.  Party B will furnish to Party A:

     5.1.1 Preliminary Monthly Reports.  Within five (5) days of the end of each
calendar month the preliminary  income  statements and balance sheets of Party B
made up to and as at the end of such  calendar  month,  in each case prepared in
accordance with the PRC generally accepted accounting  principles,  consistently
applied;

     5.1.2  Final  Monthly  Reports.  Within ten (10) days after the end of each
calendar  month,  a final  report  from Party B on the  financial  position  and
results  of  operations  and  affairs of Party B made up to and as at the end of
such calendar month and for the elapsed portion of the relevant  financial year,
setting  forth in each case in  comparative  form figures for the  corresponding
period in the preceding financial year, in each case prepared in accordance with
the PRC generally accepted accounting principles, consistently applied;

     5.1.3  Quarterly  Reports.  As soon as  available  and in any event  within
forty-five  (45) days after each  Quarterly Date (as defined  below),  unaudited
consolidated  and  consolidating  statements  of income,  retained  earnings and
changes in financial  position of the Party B and its subsidiaries,  if any, for
such  quarterly  period and for the period from the  beginning  of the  relevant
fiscal  year  to  such   Quarterly  Date  and  the  related   consolidated   and
consolidating  balance  sheets as at the end of such quarterly  period,  setting
forth in each case actual versus budgeted  comparisons  and in comparative  form
the corresponding  consolidated and consolidating  figures for the corresponding
period in the preceding  fiscal year,  accompanied by a certificate of the chief
financial  officer  of the Party B,  which  certificate  shall  state  that said
financial statements fairly present the consolidated and consolidating financial
condition and results of operations,  as the case may be, of the Party B and its
subsidiaries,  if any,  in  accordance  with  PRC  general  accepted  accounting
principles  applied on a consistent basis as at the end of, and for, such period
(subject to normal  year-end audit  adjustments and the preparation of notes for
the audited financial statements);

     5.1.4  Annual  Audited  Accounts.  Within  six (6) months of the end of the
financial  year,  the annual  audited  accounts  of Party B to which they relate
(setting forth in each case in comparative  form the  corresponding  figures for
the preceding  financial  year), in each case prepared in accordance with, among
others, the PRC generally accepted accounting principles, consistently applied;

     5.1.5 Budgets. At least 90 days before the first day of each financial year
of  Party B, a  budget  in form  satisfactory  to  Party A  (including  budgeted
statements of income and sources and uses of cash and balance  sheets)  prepared
by  Party B for each of the  four  financial  quarters  of such  financial  year
accompanied  by the statement of the chief  financial  officer of Party B to the

                                       5

effect that, to the best of his knowledge,  the budget is a reasonable  estimate
for the period covered thereby.

     5.1.6  Notice of  Litigation.  Promptly,  and in any event  within  one (1)
business day after an officer of Party B obtains  knowledge  thereof,  notice of
(i) any  litigation or  governmental  proceeding  pending  against Party B which
could materially adversely affect the business,  operations,  property,  assets,
condition  (financial  or  otherwise) or prospects of Party B and (ii) any other
event which is likely to materially  adversely affect the business,  operations,
property, assets, condition (financial or otherwise) or prospects of Party B.

     5.1.7  Other  Information.  From time to time,  such other  information  or
documents  (financial  or  otherwise)  as Party A may  reasonably  request.  For
purposes of this Agreement, "a Quarterly Date" shall mean the last day of March,
June, September and December in each year, the first of which shall be the first
such day following the date of this Agreement;  provided that if any such day is
not a  business  day in the PRC,  then  such  Quarterly  Date  shall be the next
succeeding business day in the PRC.

5.2 Books, Records and Inspections. Party B will keep proper books of record and
account in which full,  true and correct  entries in conformity  with  generally
accepted  accounting  principles in the PRC and all requirements of law shall be
made  of  all  dealings  and  transactions  in  relation  to  its  business  and
activities. Party B will permit officers and designated representatives of Party
A to visit  and  inspect,  under  guidance  of  officers  of Party B, any of the
properties of Party B, and to examine the books of record and account of Party B
and discuss the affairs,  finances and accounts of Party B with,  and be advised
as to the same by,  its and their  officers,  all at such  reasonable  times and
intervals and to such reasonable extent as Party A may request.

5.3  Corporate  Franchises.  Party B will do or  cause to be  done,  all  things
necessary  to preserve and keep in full force and effect its  existence  and its
material rights, franchises and licenses.

5.4  Compliance  with  Statutes,  etc.  Party B will comply with all  applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all  governmental  bodies,  in respect of the conduct of its  business  arid the
ownership of its property, including without limitation maintenance of valid and
proper  government  approvals  and licenses  necessary to provide the  services,
except that such  noncompliances  could not, in the  aggregate,  have a material
adverse  effect  on  the  business,  operations,   property,  assets,  condition
(financial or otherwise) or prospects of Party B.

6. NEGATIVE COVENANTS

Party B covenants and agrees that,  during the term of this  Agreement,  without
the prior written consent of Party A.

6.1  Equity.  Party B will not  issue,  purchase  or redeem  any  equity or debt
securities of Party B.

                                       6

6.2 Liens.  Party B will not create,  incur,  assume or suffer to exist any Lien
upon or with respect to any  property or assets  (real or personal,  tangible or
intangible)  of Party B whether now owned or hereafter  acquired,  provided that
the  provisions of this Clause 6.1 shall not prevent the  creation,  incurrence,
assumption or existence of:

     6.2.1 Liens for taxes not yet due, or Liens for taxes  being  contested  in
good faith and by appropriate  proceedings for which adequate reserves have been
established; and

     6.2.2  Liens in  respect of  property  or assets of Party B imposed by law,
which were incurred in the ordinary course of business,  and (x) which do not in
the  aggregate  materially  detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of Party B or
(y) which are being  contested in good faith by appropriate  proceedings,  which
proceedings have the effect of preventing the forfeiture or sale of the property
of assets subject to any such Lien.

6.3  Consolidation,  Merger,  Sale of  Assets,  etc.  Party B will  not wind up,
liquidate  or dissolve  its affairs or enter into any  transaction  of merger or
consolidation,  or convey,  sell, lease or otherwise  dispose of (or agree to do
any of the  foregoing  at any future  time) all or any part of its  property  or
assets,  or  purchase  or  otherwise  acquire  (in one or a  series  of  related
transactions)  any part of the property or assets (other than purchases or other
acquisitions  of inventory,  materials  and equipment in the ordinary  course of
business) of any Person,  except that (i) Party B may make sales of inventory in
the ordinary  course of business and (ii) Party B may, in the ordinary course of
business, sell equipment which is uneconomic or obsolete.

6.4  Dividends.  Party B will not  declare or pay any  dividends,  or return any
capital,  to its  shareholders  or  authorize  or make any  other  distribution,
payment or delivery of property or cash to its  shareholders as such, or redeem,
retire,   purchase  or  otherwise  acquire,   directly  or  indirectly,   for  a
consideration,  any shares of any class of its  capital  stock now or  hereafter
outstanding  (or any options or warrants  issued by Party B with  respect to its
capital stock), or set aside any funds for any of the foregoing purposes.

6.5 Leases. Party B will not permit the aggregate payments  (including,  without
limitation,  any property  taxes paid as additional  rent or lease  payments) by
Party B under  agreements  to rent or lease  any real or  personal  property  to
exceed [US$1 million] in any fiscal year of Party B.

6.6 Indebtedness.  Party B will not Contract, create, incur, assume or suffer to
exist any  indebtedness,  except  accrued  expenses and current  trade  accounts
payable incurred in the ordinary course of business, and obligations under trade
letters of credit incurred by Party B in the ordinary course of business,  which
are to be repaid in full not more than one (1) year after the date on which such
indebtedness is originally incurred to finance the purchase of goods by Party B.

                                       7

6.7  Advances,  Investment  and Loans.  Party B will not lend money or credit or
make advances to any Person,  or purchase or acquire any stock,  obligations  or
securities  of, or any other interest in, or make any capital  contribution  to,
any other Person,  except that Parry A may acquire and hold receivables owing to
it, if created or acquired  in the  ordinary  course of business  and payable or
dischargeable in accordance with Customary trade terms.

6.8 Transactions with Affiliates. Party B will not enter into any transaction or
series  of  related  transactions,  whether  or not in the  ordinary  course  of
business,  with any  Affiliate  of Party B, other  than on terns and  conditions
substantially  as favorable to Party B as would be  obtainable by Party B at the
time in a  comparable  arm's-length  transaction  with a  Person  other  than an
Affiliate and with the prior written consent of Party A.

6.9 Capital  Expenditures.  Party B will not make any  expenditure  for fixed or
capital assets (including, without limitation,  expenditures for maintenance and
repairs which should be  "capitalized  in  accordance  with  generally  accepted
accounting  principles in the PRC and including  capitalized lease  obligations)
during any period set forth below (taken as one accounting period) which exceeds
in the aggregate for Party B the amount of commencing in the fiscal year.

6.10 Modifications to Debt Arrangements,  Agreements or Articles of Association.
Party B will not (i) make any voluntary or optional  payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by way of
depositing with the trustee with respect thereto money or securities  before due
for the purpose of paying when due) any Existing  Indebtedness  or (ii) amend or
modify,  or permit  the  amendment  or  modification  of, any  provision  of any
Existing  Indebtedness or of any agreement (including,  without limitation,  any
purchase agreement, indenture, loan agreement or security agreement) relating to
any  of the  foregoing  or  (iii)  amend,  modify  or  change  its  Articles  of
Association  or Business  License,  or any  agreement  entered  into by it, with
respect to its capital  stock,  or enter into any new agreement  with respect to
its capital stock.

6.11 Line of Business.  Party B will not engage  (directly or indirectly) in any
business other than those types of business prescribed within the business scope
of Party B's business license except with the prior written consent of Party A.

7. TERM AND TERMINATION

7.1 This Agreement  shall take effect on the date of execution of this Agreement
and shall remain in full force and effect unless  terminated  pursuant to Clause
7.2.

7.2 This Agreement may be terminated:

     7.2.1 by either Party giving written notice to the other Party if the other
Party has  committed  a material  breach of this  Agreement  (including  but not
limited to the failure by Party B to pay the  Consulting  Services Fee) and such
breach,  if capable of remedy,  has not been so remedied within,  in the case of

                                       8

breach of a non-financial obligation, 14 days, following receipt of such written
notice;

     7.2.2 either Party  giving  written  notice to the other Party if the other
Party  becomes  bankruptcy  or  insolvent  or is the subject of  proceedings  or
arrangements  for  liquidation  or dissolution or ceases to carry on business or
becomes unable to pay its debts as they come due;

     7.2.3 by either Party giving  written notice to the other Party if, for any
reason, the operations of Party A are terminated;

     7.2.4 by either  Party  giving  written  notice  to the other  Party if the
business  licence or any other  license or approval  material  for the  business
operations of Party B is terminated, cancelled or revoked;

     7.2.5  by  either  Party  giving  written  notice  to the  other  Party  if
circumstances arise which materially and adversely affect the performance or the
objectives of this Agreement; or

     7.2.6 by election of Party A with or without reason.

7.3 Any Party electing  properly to terminate this Agreement  pursuant to Clause
7.2 shall have no liability to the other Party for  indemnity,  compensation  or
damages  arising  solely  from the  exercise of such right.  The  expiration  or
termination of this Agreement shall not affect the continuing liability of Party
B to pay any  Consulting  Services  Fees  already  accrued or due and payable to
Party A. Upon expiration or termination of this Agreement,  all amounts then due
and unpaid to Party A by Party B hereunder, as well as all other amounts accrued
but not yet  payable  to Party A by  Party B,  shall  forthwith  become  due and
payable by Party B to Party A.

8. PARTY B'S REMEDY UPON PARTY A'S BREACH

In addition to the remedies  provided  elsewhere under this  Agreement,  Party A
shall be  entitled  to  remedies  permitted  under PRC laws,  including  without
limitation  compensation  for any direct and  indirect  losses  arising from the
breach and legal fees incurred to recover losses from such breach.

9. AGENCY

The Parties are independent Contractors,  and nothing in this Agreement shall be
construed  to  constitute  either  Party  to  be  the  agent,   Partner,   legal
representative,  attorney or  employee of the other for any Purpose  whatsoever.
Neither  Party  shall have the power or  authority  to bind the other  except as
specifically set out in this Agreement.

                                       9

10. GOVERNING LAW AND JURISDICTION

10.1  Governing  Law.  This  Agreement  shall be governed  by, and  construed in
accordance with, the laws of the PRC.

10.2  Arbitration.  Any dispute  arising from, out of or in connection with this
Agreement shall be settled through friendly  consultations  between the Parties.
Such consultations  shall begin immediately after one Party has delivered to the
other Party a written request for such consultation.  If within ninety (90) days
following the date on which such notice is given,  the dispute cannot be settled
through  consultations,  the dispute shall,  upon the request of any Shareholder
with notice to the other Party,  be submitted to  arbitration in China under the
auspices of China International  Economic and Trade Arbitration  Commission (the
"CIETAC").  The Parties shall jointly  appoint a qualified  interpreter  for the
arbitration  proceedings  and shall be responsible for sharing in equal portions
the expenses incurred by such appointment.

10.3 Number and Selection of Arbitrators.  There shall be three (3) arbitrators.
Party B shall  select  one  (1)  arbitrator  and  Party A shall  select  one (1)
arbitrator,  and both arbitrator shall be selected within thirty (30) days after
giving or receiving the demand for arbitration. Such arbitrators shall be freely
selected,  and the  Parties  shall  not be  limited  in their  selection  to any
prescribed  list. The chairman of the CIETAC shall select the third  arbitrator.
If a Party does not  appoint an  arbitrator  who has  consented  to  participate
within  thirty  (30) days  after the  selection  of the  first  arbitrator,  the
relevant appointment shall be made by the chairman of the CIETAC.

10.4 Language. Unless otherwise provided by the arbitration rules of CIETAC, the
arbitration  proceeding shall be conducted in English.  The arbitration tribunal
shall  apply the  arbitration  rules of the  CIETAC in effect on the date of the
signing  of this  Agreement.  However,  if such rules are in  conflict  with the
provisions of this Clause,  including the provisions  concerning the appointment
of arbitrators, the provisions of this Clause shall prevail.

10.5 Cooperation; Disclosure. Each Party shall cooperate with the other Party in
making full  disclosure of and providing  complete access to all information and
documents  requested  by the other Party in  connection  with such  proceedings,
subject only to any confidentiality obligations binding on such Parties.

10.6  Jurisdiction.  Judgment upon the award rendered by the  arbitration may be
entered into by any court having  jurisdiction,  or  application  may be made to
such court for a judicial  recognition  of the award or any order of enforcement
thereof.

10.7 Continuing Obligations. During the period when a dispute is being resolved,
the Parties shall in all other respects  continue their  implementation  of this
Agreement.

                                       10

11. ASSIGNMENT

No part of this  Agreement  shall be assigned  or  transferred  by either  Party
without the prior  written  consent of the other Party.  Any such  assignment or
transfer shall be void. Party A, however,  may assign its rights and obligations
hereunder to an Affiliate.

12. NOTICES

Notices or other  communications  required to be given by any party  pursuant to
this Agreement shall be written in English and Chinese and delivered  personally
or sent by registered  mail or postage  prepaid mail or by a recognized  courier
service or by facsimile  transmission  to the address of relevant  each party or
both  parties  set  forth  below or other  address  of the party or of the other
addressees  specified by such party from time to time.  The date when the notice
is deemed to be duly served shall be  determined  as the  follows:  (a) a notice
delivered personally is deemed duly served upon the delivery;  (b) a notice sent
by mail is deemed duly  served the tenth  (10th) day after the date when the air
registered  mail  with  postage  prepaid  has been  sent out (as is shown on the
postmark),   or  the  fourth   (4th)  day  after  the   delivery   date  to  the
internationally  recognized  courier  service  agency;  and (c) a notice sent by
facsimile  transmission  is deemed duly served upon the receipt time as is shown
on the transmission confirmation of relevant documents.

PARTY A      Capital Future Development Limited

             Address:

             Attn:

             Fax:

             Tel:



PARTY B:     Zhejiang Yong Xin Digital Technology Co., Ltd.

             Address: No. 315 Hu Shu Nan Rd, Gong Ye District, Hangzhou, China

             Attn:

             Fax:

             Tel:

13. GENERAL

13.1 The failure to exercise or de]ay in exercising a right or remedy under this
Agreement  shall not constitute a waiver of the right or remedy or waiver of any
other  rights or  remedies  and no single or  partial  exercise  of any right or

                                       11

remedy under this Agreement  shall prevent any further  exercise of the right or
remedy or the exercise of any other right or remedy.

13.2 Should any Clause or any part of any Clause  contained in this Agreement be
declared invalid or unenforceable for any reason  Whatsoever,  all other Clauses
or parts of Clauses  contained in this Agreement  shall remain in full force and
effect.

13.3 This  Agreement  constitutes  the  entire  agreement  between  the  Parties
relating to the subject  matter of this  Agreement and  supersedes  all previous
agreements.

13.4 No amendment or variation of this Agreement  shall be valid unless it is in
writing and signed by or on behalf of each of the Parties.

13.5 This Agreement shall be executed in two(2) duplicate  originals in English.
Each Party has received one (1) duplicate  original,  and all originals shall be
equally valid.



                            [SIGNATURE PAGE FOLLOWS]

                                       12

                                [Signature Page]

      IN WITNESS  WHEREOF both parties  hereto have caused this  Agreement to be
duly executed by their legal representatives and duly authorized representatives
on their behalf as of the date first set forth above.


PARTY A:   Capital Future Development Limited
           Capital Future Development Limited
           Legal/Authorized Representative: /s/
                                           ----------------------------
           Name:
                -------------------------------------------------------
           Title:
                 ------------------------------------------------------

PARTY B:   Zhejiang Yong Xin Digital Technology Co., Ltd

           Legal/Authorized Representative: /s/
                                           ----------------------------
           Name:
                -------------------------------------------------------
           Title:
                 ------------------------------------------------------

                                       13

APPENDIX 1: THE CONTENT LIST OF CONSULTING AND SERVICES

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)



                                       14