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Invention Assignment Agreement - 51JOB, INC. - 7-7-2004

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Invention Assignment Agreement - 51JOB, INC. - 7-7-2004 Powered By Docstoc
					                                                 EXHIBIT 10.2

                      51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.)

                FORM OF EMPLOYMENT, CONFIDENTIAL INFORMATION AND
                         INVENTION ASSIGNMENT AGREEMENT

As a condition of my employment with 51job, Inc. (fka 51net.com Cayman Islands Inc.), its subsidiaries,
affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the
Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the
following:

1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that Employee's employment
hereunder is and shall continue to be at-will (as defined under applicable law), and may be terminated at any time,
with or without cause, at the option of either party. If Employee's employment terminates for any reason,
Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as
specifically provided by this Agreement, or as may otherwise be available pursuant to other written agreements
entered into by and between the Company and the Employee. No provision of this Agreement shall be construed
as conferring upon Employee a right to continue as an employee of the Company.

2. CONFIDENTIAL INFORMATION.

a. COMPANY INFORMATION. I agree at all times during the term of my employment and thereafter, to hold
in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm
or corporation without written authorization of the Board of Directors of the Company, any Confidential
Information of the Company. I understand that "Confidential Information" means any Company proprietary
information, technical data, trade secrets or know-how, including, but not limited to, research, product plans,
products, services, customer lists and customers (including, but not limited to, customers of the Company on
whom I called or with whom I became acquainted during the term of my employment), markets, software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances or other business information disclosed to me by the Company
either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further
understand that Confidential Information does not include any of the foregoing items which has become publicly
known and made generally available through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved.

b. FORMER EMPLOYER INFORMATION. I agree that I will not, during my employment with the Company,
improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or
other person or entity and that I will not bring onto the premises of the Company any unpublished document or
proprietary information belonging to any such employer, person or entity unless consented to in writing by such
employer, person or entity.
c. THIRD PARTY INFORMATION. I recognize that the Company has received and in the future will receive
from third parties, including affiliated companies and subsidiaries of the Company, their confidential or proprietary
information subject to a duty on the Company's part to maintain the confidentiality of such information and to use
it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying
out my work for the Company consistent with the Company's agreement with such third party.

3. INVENTIONS.

a. INVENTIONS RETAINED AND LICENSED. I have attached hereto, as Exhibit A, a list describing all
inventions, original works of authorship, developments, improvements, and trade secrets which were made by me
prior to my employment with the Company (collectively referred to as "Prior Inventions"), which belong to me,
which relate to the Company's proposed business, products or research and development, and which are not
assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior
Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process
or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify,
use and sell such Prior Invention as part of or in connection with such product, process or machine.

b. ASSIGNMENT OF INVENTIONS. I agree that I will promptly make full written disclosure to the
Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or
its designee, all my right, title, and interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright
or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively
referred to as "Inventions"), except as provided in Section 3(f) below. I further acknowledge that all original
works of authorship which are made by me (solely or jointly with others) within the scope of and during the
period of my employment with the Company and which are protectible by copyright are "works made for hire,"
as that term is defined in the United States Copyright Act.

c. INVENTIONS ASSIGNED TO THE UNITED STATES. I agree to assign to the United States government
all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the
United States by a contract between the Company and the United States or any of its agencies.

d. MAINTENANCE OF RECORDS. I agree to keep and maintain adequate and current written records of all
Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The
records will be in the form of notes, sketches, drawings, and any other format that may be specified by the
Company. The records will be available to and remain the sole property of the Company at all times.

e. PATENT AND COPYRIGHT REGISTRATIONS. I agree to assist the Company, or its designee, at the
Company's expense, in every proper way to secure the Company's rights in the

                                                         -2-
Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in
any and all countries, including the disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the
Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such
Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I
further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such
instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of
my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any
application for any United States or foreign patents or copyright registrations covering Inventions or original
works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf
and stead to execute and file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect
as if executed by me.

f. EXCEPTION TO ASSIGNMENTS. I understand that the provisions of this Agreement requiring assignment
of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California
Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any
inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on
Exhibit A.

4. CONFLICTING EMPLOYMENT. I agree that, during the term of my employment with the Company, I will
not engage in any other employment, occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the term of my employment, nor will
I engage in any other activities that conflict with my obligations to the Company.

5. RETURNING COMPANY DOCUMENTS. I agree that, at the time of leaving the employ of the Company,
I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints,
sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items
developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its
successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the
"Termination Certification" attached hereto as Exhibit C.

6. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby
grant consent to notification by the Company to my new employer about my rights and obligations under this
Agreement.

7. SOLICITATION OF EMPLOYEES. I agree that for a period of twelve (12) months immediately following
the termination of my relationship with the Company for any reason, whether with or without cause, I shall not
either directly or indirectly solicit, induce, recruit or encourage any

                                                        -3-
of the Company's employees to leave their employment, or take away such employees, or attempt to solicit,
induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or
entity.

8. CONFLICT OF INTEREST GUIDELINES. I agree to diligently adhere to the Conflict of Interest Guidelines
attached as Exhibit D hereto.

9. FOREIGN CORRUPT PRACTICES ACT. I agree to diligently adhere to the Foreign Corrupt Practices Act
attached hereto as Exhibit E hereto.

10. REPRESENTATIONS. I agree to execute any proper oath or verify any proper document required to carry
out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not
breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust
prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or
written agreement in conflict herewith.

11. ARBITRATION AND EQUITABLE RELIEF.

a. ARBITRATION. EXCEPT AS PROVIDED IN SECTION 11(b) BELOW, I AGREE THAT ANY
DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING ANY
INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT,
SHALL BE SETTLED BY ARBITRATION TO BE HELD IN SANTA CLARA COUNTY, CALIFORNIA,
IN ACCORDANCE WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION
ASSOCIATION. THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH
DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR SHALL BE FINAL,
CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE
ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. THE
COMPANY AND I SHALL EACH PAY ONE-HALF OF THE COSTS AND EXPENSES OF SUCH
ARBITRATION, AND EACH OF US SHALL SEPARATELY PAY OUR COUNSEL FEES AND
EXPENSES.

THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF
THE EMPLOYER/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 11(b)
BELOW), INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

i. ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH
AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL
INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;

                                                      -4-
ii. ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL
STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967,
THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, et seq.;

iii. ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

b. EQUITABLE REMEDIES. I AGREE THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE TO
MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE
COVENANTS SET FORTH IN SECTIONS 2, 3, AND 5 HEREIN. ACCORDINGLY, I AGREE THAT IF
I BREACH ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION
TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION
FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR
THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF
THIS AGREEMENT. I FURTHER AGREE THAT NO BOND OR OTHER SECURITY SHALL BE
REQUIRED IN OBTAINING SUCH EQUITABLE RELIEF AND I HEREBY CONSENT TO THE
ISSUANCE OF SUCH INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

c. CONSIDERATION. I UNDERSTAND THAT EACH PARTY'S PROMISE TO RESOLVE CLAIMS BY
ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, RATHER
THAN THROUGH THE COURTS, IS CONSIDERATION FOR OTHER PARTY'S LIKE PROMISE. I
FURTHER UNDERSTAND THAT I AM OFFERED EMPLOYMENT IN CONSIDERATION OF MY
PROMISE TO ARBITRATE CLAIMS.

12. GENERAL PROVISIONS.

a. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement will be governed by
the laws of the State of California. I hereby expressly consent to the personal jurisdiction of the state and federal
courts located in California for any lawsuit filed there against me by the Company arising from or relating to this
Agreement.

b. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding between the
Company and me relating to the subject matter herein and merges all prior discussions between us. No
modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be
effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties,
salary or compensation will not affect the validity or scope of this Agreement.

c. SEVERABILITY. If one or more of the provisions in this Agreement are deemed void by law, then the
remaining provisions will continue in full force and effect.

                                                         -5-
d. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

Date: ___________________________


                                                  Signature


                                   Name of Employee (typed or printed)


Witness

                                                     -6-
                                      EXHIBIT A

                                LIST OF PRIOR INVENTIONS
                           AND ORIGINAL WORKS OF AUTHORSHIP

           TITLE              DATE       IDENTIFYING NUMBER OR BRIEF DESCRIPTION
           -----              ----       ---------------------------------------
           -----              ----       ---------------------------------------
           -----              ----       ---------------------------------------




____ No inventions or improvements

____ Additional Sheets Attached

Signature of Employee:

Print Name of Employee:

Date:
                                                   EXHIBIT B

                               CALIFORNIA LABOR CODE SECTION 2870
                                   EMPLOYMENT AGREEMENTS;
                                     ASSIGNMENT OF RIGHTS

"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,
any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee
developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade
secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual
or demonstrably anticipated research or development of the employer.

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public
policy of this state and is unenforceable."
                                                    EXHIBIT C

                       51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.)

                                     TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment,
other documents or property, or reproductions of any aforementioned items belonging to 51job, Inc. (fka
51net.com Cayman Islands Inc.), its subsidiaries, affiliates, successors or assigns (together, the "Company").

I further certify that I have complied with all the terms of the Company's Employment Confidential Information
and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works
of authorship
(as defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.

I further agree that, in compliance with the Employment, Confidential Information and Invention Assignment
Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary
information relating to products, processes, know-how, designs, formulas, developmental or experimental work,
computer programs, data bases, other original works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of the Company or any of its employees, clients,
consultants or licensees.

I further agree that for twelve (12) months from this date, I will not hire any employees of the Company and I will
not solicit, induce, recruit or encourage any of the Company's employees to leave their employment.

Date: ______________________


                                               (Employee's Signature)


                                           (Type/Print Employee's Name)
                                                    EXHIBIT D

                          51JOB, INC. (51NET.COM CAYMAN ISLANDS INC.)

                                  CONFLICT OF INTEREST GUIDELINES

It is the policy of 51job, Inc. (fka 51net.com Cayman Islands Inc.) to conduct its affairs in strict compliance with
the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers,
employees and independent contractors must avoid activities which are in conflict, or give the appearance of
being in conflict, with these principles and with the interests of the Company. The following are potentially
compromising situations which must be avoided. Any exceptions must be reported to the President and written
approval for continuation must be obtained.

1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of
information is a violation of this policy whether or not for personal gain and whether or not harm to the Company
is intended. (The Employment, Confidential Information and Invention Assignment Agreement elaborates on this
principle and is a binding agreement.)

2. Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to
constitute undue influence or otherwise be improper or embarrassing to the Company.

3. Participating in civic or professional organizations that might involve divulging confidential information of the
Company.

4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where
there is a family relationship or is or appears to be a personal or social involvement.

5. Initiating or approving any form of personal or social harassment of employees.

6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial
speculations, where such investment or directorship might influence in any manner a decision or course of action
of the Company.

7. Borrowing from or lending to employees, customers or suppliers.

8. Acquiring real estate of interest to the Company.

9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or
concurrent employer or other person or entity with whom obligations of confidentiality exist.
10. Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their
employees.

11. Making any unlawful agreement with distributors with respect to prices.

12. Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other
person or entity.

13. Engaging in any conduct which is not in the best interest of the Company.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with
these guidelines and to bring problem areas to the attention of higher management for review. Violations of this
conflict of interest policy may result in discharge without warning.

                                                        -2-
                                                      EXHIBIT E

                        51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.)

                           THE FOREIGN CORRUPT PRACTICES ACT OF 1977

The Foreign Corrupt Practices Act of 1977 (the Act") amended the federal securities laws to expand the
authority of the federal government to deal with improper business practices and, perhaps more significantly, to
create new powers to determine just what constitutes such improper practices.

THE ACT

The Act, to which 51job, Inc. (fka 51net.com Cayman Islands Inc.) (the "Company") will be subject once it
becomes a publicly owned corporation, was enacted to deter illegal corporate payments by: (1) prohibiting
certain payments or promises to foreign officials (anti-bribery provisions), (2) requiring corporations to keep
adequate records of the disposition of their assets, and
(3) making corporations responsible for internal monitoring of their accounting practices. In summary, the
provisions of the Act in each of these areas are as follows:

                                         ANTI-BRIBERY PROVISIONS

This portion of the Act makes it a criminal offense for an employee (or an officer, director, agent or shareholder
of the corporation) to make an offer, payment or gift of any money or other item of value, directly or indirectly, to
(i) a foreign official, (ii) a foreign political party,
(iii) a party official or (iv) a candidate for foreign political office for the "corrupt" purpose of obtaining or retaining
business for the Company or for the purpose of directing business to any other person. The term "corrupt" is
construed to prohibit any activity, including the provision of meals, lodging or entertainment, which is meant to
influence the recipient and which is done for the stated illegal purposes. This highly publicized provision carries
with it prosecution of officers, directors, employees or agents resulting in fines of up to $100,000 or imprisonment
of up to five years, or both.

The Act does provide a narrow exception for payments to a foreign official, foreign political party, or party
official intended to hasten or secure the performance of a "routine governmental action." Such "routine
governmental actions" are those ordinarily performed by a foreign official in:

(1) obtaining permits, licenses, or other official documents to qualify a person to do business in a foreign country;

(2) processing governmental papers, such as visas and work orders;

(3) providing police protection, mail pick-up and delivery, or scheduling inspections associated with contract
performance or inspections related to transit of goods across country;
(4) providing phone service, power and water supply, loading and unloading cargo, or protecting perishable
products or commodities from deterioration; or

(5) actions of a similar nature.

In addition, the Act provides two affirmative defenses to charges of violations. First, it is a defense to a charge if
the payment or promise was lawful under the written laws and regulations of the country in which the recipient is
located. Finally, "reasonable and bona fide expenditures" made to foreign officials do not violate the Act. For
example, the Company may reimburse foreign officials for the cost of travel and lodging in connection with (i) the
promotion, demonstration, or explanation of products or services, or (ii) the execution or performance of a
contract with a foreign government.

RECORD-KEEPING PROVISIONS

Pursuant to Exchange Act Section 13(b)(2)(A), 51job, Inc. (fka 51net.com Cayman Islands Inc.) is required to
make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company. The purpose of this requirement is to prevent the
occurrence of the following types of abuses:

A. Records that accurately record the existence of a transaction but which fail to reveal the illegal or improper
purpose of the transaction.

B. Records that fail to record improper transactions.

C. Records that are falsified to conceal improper transactions which are otherwise correctly recorded.

INTERNAL ACCOUNTING CONTROL PROVISIONS

Pursuant to Exchange Act Section 13(b)(2)(B), the Company must devise and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that the following objectives are achieved:

A. Transactions are executed in accordance with management's general and specific authorization.

B. Transactions are recorded in a way which will permit the preparation of proper financial statements and will
maintain accountability for assets.

C. Access to assets is permitted only in accordance with management's general and specific authorizations.

D. Audits are conducted at reasonable intervals and appropriate action is taken with respect to any deficiencies in
accountability for assets.

                                                         -2-
51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.)

It is the policy of 51job, Inc. (fka 51net.com Cayman Islands Inc.) (the "Company") that:

1. The use of Company funds or assets for any unlawful or improper purpose is strictly prohibited. No payment
shall be made to, or for the benefit of, government employees for the purpose of, or otherwise in connection with,
the securing of sales to or obtaining favorable action by a government agency. Gifts of substantial value to or
lavish entertainment of government employees are prohibited since they can be construed as attempts to influence
government decisions in matters affecting the Company's operation. Any entertaining of public officials, or the
furnishing of assistance in the form of transportation or other services should be of such nature that the official's
integrity or reputation will not be compromised.

2. The offer, payment or promise to transfer in the future company funds or assets or the delivery of gifts or
anything else of value to foreign officials, foreign political parties or officials or candidates of foreign political
parties is strictly prohibited for the purpose of influencing any act or decision of any such person in his or her
official capacity, including the decision to fail to perform his or her official functions or to use such persons or
party's influence with a foreign government or instrumentality in order to affect or to influence any act or decision
of such government or instrumentality in order to assist the Company in obtaining or retaining business for or with,
or directing business to any person or entity.

3. All records must truly reflect the transactions they record. All assets and liabilities shall be recorded in the
regular books of account. No undisclosed or unrecorded fund or asset shall be established for any purpose. No
false or artificial entries shall be made in the books and records for any reason. No payment shall be approved or
made with the intention or understanding that any part of such payment is to be used for any purpose other than
that any part of such payment is to be used for any purpose other than that described by the document supporting
the payment.

4. No political contribution shall be made, directly or indirectly, with corporate funds or assets regardless of
whether the contributions are legal under the laws of the county in which they are made.

5. Any employee who learns of or suspects a violation of this Policy should promptly report the matter to the
President, Chief Financial Officer or Internal Auditor, as appropriate in the circumstances. All managers shall be
responsible for the enforcement of and compliance with this Policy, including the necessary distribution to insure
employee knowledge and compliance.

                                                         -3-
                                                   EXHIBIT 10.3

                       51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.)

                              FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("AGREEMENT") is entered into as of the 28th day of February, 2004 between
51job, Inc. (fka 51net.com Cayman Islands Inc.), a Cayman Islands company (the "COMPANY") and [Name]
("INDEMNITEE").

                                                    RECITALS

A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors,
officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general
reductions in the coverage of such insurance.

B. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general,
subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as
the availability and coverage of liability insurance has been severely limited.

C. Indemnitee does not regard the current protection available as adequate under the present circumstances, and
Indemnitee and other directors, officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection.

D. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to
serve the Company and, in part, in order to induce Indemnitee to continue to provide services to the Company,
wishes to provide for the indemnification and advancing of expenses to Indemnitees to the maximum extent
permitted by law.

E. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the
Company as set forth herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) General Right to Indemnification. The Company shall indemnify to the fullest extent permitted by law if
Indemnitee was or is or becomes a party to or witness or other participant in, or are threatened to be made a
party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith
believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution
mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM"), by reason of
(or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity (hereinafter an "INDEMNIFIABLE EVENT"), and the Indemnitee
shall be indemnified and held harmless by the Company to the fullest extent permitted by law, against any and all
costs, charges, expenses, liabilities, losses, (including attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement
(if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)
of such Claim and any federal, state, local or foreign taxes imposed on Indemnitees as a result of the actual or
deemed receipt of any payments under this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such
indemnification shall continue as to the Indemnitee when the Indemnitee ceases to be a director, officer,
employee, agent or fiduciary of the Company or any subsidiary of the Company (or to serve another entity at the
request of the Company) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and
estate. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later
than twenty days after written demand by Indemnitees therefor is presented to the Company.

(b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall
be subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c)
hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to
Section 2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if, when and to the extent that
the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The
Indemnitee's obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control
(other than a Change in Control which has been approved by a majority of the persons surviving as members of
the Company's Board of Directors who comprised the Company's Board of Directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(c)
hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging
any such determination by the

                                                         -2-
Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby
consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.

(c) Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a
Change in Control which has been approved by a majority of the persons surviving as members of the
Company's Board of Directors who were directors immediately prior to such Change in Control) then, with
respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses and
Expense Advances under this Agreement or any other agreement or under the Company's Certificate of
Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d)
hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable
law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses
(including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

(d) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section
9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any action, suit, proceeding, inquiry or
investigation referred to in Section (1)(a) hereof or in the defense of any Claim, issue or matter covered by the
Agreement, or in defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee or on Indemnitee's behalf in connection therewith.

2. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee. The advances
to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no
later than twenty days after written demand by Indemnitee therefor to the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be
indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made
against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature
page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In
addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and
as shall be within Indemnitee's power.

(c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by
judgment, order, settlement (whether with or without court approval) or

                                                       -3-
conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have
made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular
belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct
or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee's
claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.

(d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2
(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any
Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee,
which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its
election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall
have the right to employ Indemnitee's counsel in any such Claim at Indemnitee's expense and (ii) if (A) the
employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of
any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the
fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall have the
right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of the Indemnitee.

3. Additional Indemnification Rights; Nonexclusivity.

(a) Scope. The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement,
the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after
the date of this Agreement in any applicable law, statute or rule which expands the right of a Cayman Islands
company to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the

                                                        -4-
event of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands company
to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on
this Agreement or the parties' rights and obligations hereunder except as set forth in Section 8(a) hereof.

(b) Nonexclusivity. The indemnification and advances provided by this Agreement shall be in addition to any
rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the Companies Law of the Cayman Islands, as
amended, or otherwise. The indemnification provided under this Agreement shall continue as to Indemnitee for
any action Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may
have ceased to serve in such capacity.

4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in
connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received
payment
(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses
to which Indemnitee is entitled.

6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal
law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees,
agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that if the
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company may be required to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for a determination of the Company's
right under public policy to indemnify Indemnitee.

7. Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it
is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to
ensure the Company's performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection
afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named
as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if
Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee
is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not
reasonably available, if the premium

                                                        -5-
costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by
similar insurance maintained by a subsidiary or parent of the Company.

8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated
pursuant to the terms of this Agreement:

(a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting from acts, omissions or
transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable
law;

(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to Claims
initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under this Agreement or any other
agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in
effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the
initiation or bringing of such Claim, or (iii) as otherwise required under the Companies Law of the Cayman
Islands, as amended, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may be;

(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any
proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such proceeding was not made in good
faith or was frivolous; or

(d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from
the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or any similar
successor statute if the Company is subject to the informational requirements of the Exchange Act.

9. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the "Company" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions
of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to
such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on Indemnitee

                                                         -6-
with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include
any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or
involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Agreement.

(c) For purposes of this Agreement a "Change in Control" shall be deemed to have occurred if, on or after the
date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in
such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than
50% of the total voting power represented by the Company's then outstanding Voting Securities, (ii) during any
period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors
of the Company and any new director whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other corporation other than a merger or
consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or
such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by
the Company of (in one transaction or a series of related transactions) all or substantially all of the Company's
assets.

(d) For purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys,
selected in accordance with the provisions of Section 1(c) hereof, who shall not have otherwise performed
services for the Company or Indemnitees within the last three years (other than with respect to matters
concerning the rights of Indemnitees under this Agreement, or of other indemnitees under similar indemnity
agreements).

(e) For purposes of this Agreement, a "Reviewing Party" shall mean any appropriate person or body consisting of
a member or members of the Company's Board of Directors or any other person or body appointed by the
Board of Directors who is not a party to the particular Claim for which Indemnitee are seeking indemnification, or
Independent Legal Counsel.

(f) For purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote
generally in the election of directors.

                                                        -7-
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute
an original.

11. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets
of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all,
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such succession had taken place. This
Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether
Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.

12. Attorneys' Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any
liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof,
Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action, regardless
of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses
with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such action
determines that each of the material assertions made by Indemnitee as a basis for such action was not made in
good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to
Indemnitee's counterclaims and cross-claims made in such action), and shall be entitled to the advancement of
Expenses with respect to such action, unless, as a part of such action, a court having jurisdiction over such action
determines that each of Indemnitee's material defenses to such action was made in bad faith or was frivolous.

13. Notice. All notices and other communications required or permitted hereunder shall be in writing, shall be
effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S.
Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon
delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile
transmission, if delivered by facsimile transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at the Indemnitee's address as set forth beneath Indemnitee's signature to this
Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such
other address as such party may designate by ten days' advance written notice to the other party hereto.

14. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of
the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out
of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced,
prosecuted and continued only in the Court of

                                                         -8-
Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper
forum for adjudicating such a claim.

15. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable
to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

16. Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in
accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents, entered
into and to be performed entirely within the State of Delaware, without regard to the conflict of laws principles
thereof.

17. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to
enforce such rights.

18. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement
shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

19. Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties
hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

20. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as
giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

                                                          -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

____________________________, a Cayman Islands Company

By:__________________________

                                 AGREED TO AND ACCEPTED BY:


                                        (Signature of Indemnitee)


                                              (Type Name)




                                               Address:

                                                  -10-
                                                  EXHIBIT 10.4

                                               BUILDING LEASE

SHANGHAI CITY CONTRACT

                            COMMERCIAL BUILDING ADVANCE LEASING

                          (CONTRACT NO: HONG DONG HU ZU LIN NO. 0302)

Parties to this Contract:

Lessor (Party A): Shanghai Office of China Orient Asset Management Corporation

Lessee (Party B): (Shanghai) Qianjin Culture Communication Co., Ltd.

Party A and Party B hereby enter into this Contract with respect to the leasing by Party B of the commercial
building premise that Party A may lease legally after reaching an agreement through consultation on the basis of
equality, willingness, fairness and good faith, and in accordance with Contract Law of the People's Republic of
China and Rules on Leasing of Buildings in Shanghai City (hereinafter referred to as the "Rules").

I. Details of the Building to be Leased

1. The building premise to be leased to Party B by Party A is located at the whole fourteenth floor, No. 755,
Weihai Rd, Jing'an District, Shanghai. The as- measured floorage of such building premise is 1614.87 square
meters, which premise, in connection of usage, is a building premise used for office work, and, in connection of
type, is an office premise. The structure of the premise is a composite steel-concrete structure. The layout of such
premise is attached to this Contract as Annex 1. Party A has presented to Party B:

The Title Certificate of Building and Estate; [Serial number of the Certificate: hu fang di jing zi (2003) No.
005548].

2. As the title owner of such premise, Party A hereby enters into a lease relationship with Party B. Prior to the
execution of this Contract, Party A has informed Party B that no mortgage has been created on such premise.

3. Party A and Party B have set forth in Annex 2 and Annex 3, respectively, the areas for public use or sharing,
conditions and requirements, conditions of existing decoration, auxiliary facilities, and equipment, and the scope,
standards and other matters that need to be agreed on by the Parties with respect to the decoration and addition
of auxiliary equipment by Party B with the permission of Party A. Party A and Party B agree that such Annexes
shall be used as the acceptance basis when Party A delivers the

                                                          1
premise to Party B and when Party B returns the premise to Party A upon termination of this Contract.

II. Purpose of the Lease

1. Party B hereby covenants to Party A that such leased premise shall be used as office space, and that it will
comply with the state and municipal regulations on the use of building premises and property management.

2. Party B warrants that it will not use the premise for purposes other than as set forth above without the written
consent of Party B and the approval by relevant authorities, if required.

III. Date of Delivery and Term of the Lease

1. Party A and Party B have agreed that Party A shall deliver the premise to Party B by July 1, 2003. The term
of the lease shall begin on July 1, 2003, ending on December 31, 2006.

2. Upon the expiry of the term of the lease, Party A shall have the right to recall such premise, and Party B shall
return the same on time. Where Party B needs to renew the lease of such premise, Party B shall deliver a written
request to renew three months before the expiry of the term of the lease, and, when agreed by Party A, enter into
a new lease contract with Party A.

IV. Rent, Payment Terms and Due Dates

1. Party A and Party B have agreed that, the rent per day per square meter of the floorage of this premise shall
be (RMB) 2.15. The monthly rent shall be (RMB) 104,159 (RMB one hundred and four thousand, one hundred
and fifty nine) in aggregate.

The rent of the premise shall remain unchanged for a period of three years.

2. Party B shall pay to Party A the rent by the fifteenth day of each month. In the event of payment delay, Party B
shall pay a breach penalty of 0.3% of the daily rent for each day when such payment is delayed.

V. Deposit and other Expenses

                                                         2
1. Party A and Party B have agreed that, Party B shall pay a deposit on the lease of the premise, the amount of
which shall equal 2 months' rent, i.e., (RMB) 208,318.

Party A shall issue a receipt certificate to Party B upon the receipt of such deposit.

Upon the termination of the lease relationship, Party A shall return the balance of the deposit without interest to
Party B after setting off the expenses that shall be born by Party B as agreed in this contract.

2. During the term of the lease, expenses related to water, electricity, gas, communications, equipment, property
management, and other expenses shall be born by Party B.

3. The calculation or allocation, payment terms and time for the above expenses born by Party B are set forth
below: Party B shall make payments according to the rules of Shanghai Wenhui Xinmin Property Management
Company.

VI. Requirements in Using the Premise and the Obligations to Repair

1. During the term of the lease, if Party B discovers any damage or failure in the premise or its auxiliary facilities,
Party B shall notify Party A for repair on a timely basis. Party A shall conduct the repair within three days after
the receipt of such notice from Party B. In the case of delay in repair, Party B may conduct the repair on Party
A's behalf with all expenses born by Party A.

2. During the term of the lease, Party B shall properly use and protect such premise and its auxiliary facilities. In
the case of any damage or failure in such premise or its auxiliary facilities due to improper or unreasonable use by
Party B, Party B shall be responsible for the repair. If Party B refuses to repair, Party A may repair on Party B's
behalf, with all expenses born by Party B.

3. During the term of the lease, Party B warrants to keep such premise and its auxiliary facilities under useable
and safe conditions. Party A shall give Party B a notice of three days if it wishes to examine and conduct
maintenance on the premise. Party B shall assist in such examination and maintenance. Party A shall minimize the
effect on the use of the premise by Party B.

4. Other than as set forth in Annex 3 or this Contract, if Party B needs additional decoration or auxiliary facilities
and equipment, Party B shall proceed only after it has obtained Party A's prior written consent, and, in the event
that an approval from relevant authority is required, the approval from such authority after Party A reports to
such authority. The ownership

                                                           3
and responsibilities of maintenance of the auxiliary facilities and equipment added by Party B shall be agreed by
Party A and Party B in a separate written document.

VII. Condition of the Premise when Returned

1. Unless Party A agrees to the renew by Party B, Party B shall return such premise within three days after the
expiry of the term of lease under this Contract. In the event of delay in returning the premise without Party A's
consent, for each day that such return is delayed, Party B shall pay a fee of 3.0 yuan / square meter (RMB) for
using the premise during period that it occupies such premise.

2. The premise returned by Party B shall be under a condition after ordinary use. When the premise is returned, it
shall be inspected and accepted by Party A, and the Parties shall settle with each other payments of the expenses
for their own account.

VIII. Sub-lease, Assignment and Exchange

1. Unless Party A has agreed that Party B may sub-lease in the supplementary provisions of this Contract, during
the term of the lease, Party B may sub-lease any part or all of this premise to other parties only with the prior
written consent of Party A. However, the same room for residence shall not be divided into portions for sub-
lease.

2. To sub-lease such premise, Party B shall enter into a written sub-lease contract with the sub-lessee according
to the regulations, and shall file such sub-lease with the real estate trading center of the district or county where
the premise is located, or with the registration and acceptance office for buildings and estate established by the
municipal building and estate bureau in the farming system.

3. During the term of the lease, Party B shall obtain the prior written consent of Party A if Party B is to assign the
lease of such premise to another party or exchange such premise with another premise leased by another party.
After such assignment or exchange, the assignee of the lease obligations or the other party of the exchange shall
enter into an amendment contract to change the party to this Contract and continue to perform this Contract.

4. During the term of the lease, Party A shall give Party B a notice of three months if it needs to sell such premise.
Party B shall have the preemptive right under the same circumstances.

IX. Conditions of Termination of this Contract

                                                          4
1. Party A and Party B have agreed that, upon the occurrence of any of the following events, this Contract shall
be terminated and none of the Parties shall be held liable to the other:

(1) the land use right covered by such premise shall have been recalled early by law;

(2) such premise shall have been expropriated for public interest;

(3) such premise shall have been included in the building demolition permitted by law due to the requirements of
urban construction;

(4) such premise shall have been destroyed, disappeared or shall have been verified as a dangerous building;

2. Party A and Party B have agreed that, either Party may terminate this Contract by written notice to the other
Party upon the occurrence of any of the following events. The breaching Party shall pay to the other Party a
breach penalty of six times the monthly rent, and in the event that such breach has caused losses to the other
Party, and the breach penalty paid is not sufficient to set off such losses, a compensation shall be made in the
amount of the difference between the losses thus incurred and the amount of the breach penalty.

(1) Party A shall have failed to deliver such premise on time, and still haven't delivered within seven days after
receipt of notice from Party B;

(2) The premise delivered by Party A shall have been incompliant with the agreements contained in this Contract,
which shall have led to the failure to use the premise for the original purpose under the lease; or the premise
delivered by Party A shall have born defects that threaten the safety of Party B;

(3) Party B shall have altered the usage of the premise without the written consent of Party A, which shall have
caused damages to the premise;

(4) Damages to the main structure of the premise due to Party B's fault;

(5) Party B shall have, without permission, sub-leased such premise, assigned the lease of the premise or
exchanged each other's leased premises with another party;

(6) Party B shall have failed to pay rent for 2 months cumulatively;

(7) Either Party A or Party B shall have material breach under other provisions of this Contract;

                                                          5
X. Liabilities of Breach of the Contract

1. In the event that the premise has defect when delivered, Party A shall repair the premise within seven days
after the delivery, failing which, Party A agrees to decrease the rent or amend the relevant provisions on the rent.

2. In the event that Party A fails to inform Party B of the fact that such premise has been mortgaged or the
transfer of the title of such premise is subject to restriction prior to the lease, which results in losses sustained by
Party B, Party A shall indemnify Party B for such losses.

3. During the term of the lease, if Party A fails to perform its obligations under this Contract to repair or maintain
the premise on a timely basis, which results in damages to the premise, property loss sustained by Party B or
personal injuries, Party A shall be responsible for indemnification.

4. During the term of the lease, if Party A terminates this Contract and recalls the premise early other than as
provided in this Contract, Party A shall pay to Party B a breach penalty in an amount 2 times of the rent for the
number of days that the premise is recalled early. In the event that the breach penalty is not sufficient to set off the
losses sustained by Party B, Party A shall also indemnify Party B of such losses.

5. If Party B decorates the premise or add auxiliary facilities without the written consent of Party A or in addition
to the scope consented by Party A, Party A may demand Party B to restore the premise to its original condition.

6. During the term of the lease, if Party B terminates the lease early at its sole discretion other than as provided in
this Contract, Party B shall pay to Party A a breach penalty in an amount 2 times of the rent for the number of
days that the lease is terminated early. In the event that the breach penalty is not sufficient to set off the losses
sustained by Party A, Party B shall indemnify Party A of such losses. Party A may set off the losses from the
deposit. In the event that the deposit is not sufficient to set off the losses, Party B shall make additional payment
of the amount that falls short.

XI. Miscellaneous

1. During the term of the lease, if Party A needs to mortgage such premise, it shall notify Party B of such
mortgage in writing, and Party A warrants to Party B that it will consult Party A for its intention to purchase such
premise thirty days prior to disposition of the premise by the parties to the mortgage by agreement through
discount and selling off.

2. This Contract shall become effective after the company seals of the Parties are affixed hereto. Within 15 day
after this Contract comes into effect, Party A shall be responsible for completing registration and filing

                                                            6
formalities with the real estate trading center of the district or county where the premise is located, or with the
registration and acceptance office for buildings and estate established by the municipal building and estate bureau
in the farming system and obtaining the filing certificate of building lease. After the registration and filing of this
Contract, in the event of amendment or termination of this Contract, Party A shall complete the registration and
filing formalities of such amendment and termination with the original registration authority within 15 days after
such amendment or termination. Party A shall be responsible for all legal disputes resulting from the failure of
Party A to complete the registration and filing formalities of the building lease, the amendment hereto or the
termination hereof.

3. Issues not covered in this Contract may be agreed by the Parties in supplementary provisions. The
supplementary provisions and the annexes of this Contract constitute an integral part of this Contract. The
handwriting filled in the blank in this Contract and its supplementary provisions and annexes shall have the same
force and effect with the printed contents.

4. Party A and Party B fully understand their respective rights, obligations and responsibilities at the time of
execution of this Contract, and are willing to perform this Contract in strict accordance with its provisions. In case
of breach of this Contract by either Party, the other Party shall have the right to claim compensation from the
breaching Party.

5. Disputes arising in the course of performance of this Contract by the Parties shall be settled through
consultation, failing which, the Parties are willing to choose the first option set forth below:

(1) submission to Shanghai Arbitration Commission for arbitration;

(2) submission to the people's court for litigation according to law.

6. There are four counterparts of this Contract and its annexes. Party A and Party B shall each hold a
counterpart, Jing'an District real estate trading center or the registration and acceptance office for buildings and
estate established by the municipal building and estate bureau in the farming system shall keep one copy, while
each party shall keep back-up copy, all of which shall have the same force.

                                                           7
        Lessor (Party A)                          Lessee (Party B)

        Shanghai Office of China Orient Asset     Qianjin (Shanghai) Culture Communication
        Management Corporation                    Co., Ltd

        Nationality:                              Nationality:

        Legal Representative:                     Legal Representative:

        Registration Certificate/ID No.           Registration Certificate/ID No.

        Address:18th floor, Ruijin Plaza,         Address:
        No. 205 Maoming Nan Rd, Shanghai

        Post Code: 200020                         Post Code:

        Tel: 64729268                             Tel:

        Authorized Agent:                         Authorized Agent: Huang Lan

        Signature and Seal:                       Signature and Seal:

        Date: June 30, 2003                       Date: June 30, 2003

        Place: Shanghai                           Place:

        Name of the Brokerage Entity:




Name of the Broker:

Qualification Certificate Number of the Broker:

                                                  8
                    SUPPLEMENTARY PROVISIONS TO THE LEASE CONTRACT

Party A and Party B hereby make the following supplementary provisions according to Article 11-3 of this
Contract in connection with the issues not covered in this Contract. In the event of conflict between this Contract
and the supplementary provisions, these supplementary provisions shall prevail.

Supplementary Provision 1

The term of the lease of this premise shall begin on July 1, 2003, ending on December 31, 2006, in which 60
days shall be the decoration period exempted from the rent. During this period, Party B is not required to pay the
rent, provided however, Party B shall pay for property management fee, management fee on decoration,
decoration deposit and miscellaneous expenses such as water, electricity and communication.

Supplementary Provision 2

1. If this Contract is terminated or dissolved for any reason prior to the expiry of the term of the lease, unless
previously consented by Party A in writing, Party B shall restore the premise to its original condition (expect
normal wear and tear) before returning the premise to Party A with the restoration expenses born by Party B.

2. If Party A agrees that Party B may return the premise without restoring it to its original condition, Party A shall
not be obligated to pay any consideration for taking over the decoration, facilities and items left by Party B.

3. If Party B refuses to restore the premise to its original condition without the consent of Party A, Party A shall
have the right to restore such premise to its original conditions without informing Party B. All decoration, facilities,
equipment and items left by Party B in the premise, regardless of the value thereof, shall become Party A's
belongs without costs, which may be dispose of at Party A's sole discretion. Party B shall not have the right to
request Party A to set off Party B's payables with or to otherwise pay any consideration for the left-over
decoration, facilities, equipment and items. Costs of demolition, removal and disposal of the above decoration,
facilities, equipment and items by Party A shall be born by Party B.

Supplementary Provision 3

                                                           9
Upon the expiry of the term of the Lease or the termination or cancellation of this Contract for any reason, if
Party B continues to occupy such premise without the consent of Party A, Party A shall have the right to charge
Party B a fee for use and occupation of the premise in accordance with the provisions of Article VII of this
Contract, and shall have the right to recover from Party B such losses it incurred as a result of Party B's failure to
evacuate in time. Party A's claim of such remedy for breach shall not be deemed as Party A's consent to Party
B's continued occupation of such premise.

Supplementary Provision 4

1. Upon the execution of this Contract, Party B shall pay a lease deposit to Party A, which is equal to two
months' rent.

2. Party B shall pay the rent of current month by the fifteenth day of such month.

3. During the term of the lease, Party B shall bear the payment of property management fee and other
miscellaneous expenses such as water, electricity and communications. Party B shall pay various fees on time
according to the regulations of the Property Management Company of Wenxin Newspaper Plaza. Party B shall
be solely liable for all consequences of its late payment of such fees. In the event that Party A is jointly held liable
for such consequences, Party B shall bear all losses thus caused to Party A.

Supplementary Provision 5

Party B shall by itself apply for telephone lines and bear all costs related to application, installation and phone
bills. Party A agrees to afford necessary assistance to Party A in its application for telephone lines.

Supplementary Provision 6

1. Party B shall pay a deposit equal to two months' rent to Party A concurrent with the execution of this Contract
to secure its performance of all the provisions under this Contract.

2. Party A shall have the right to deduct and set off any rent, management fee and other fees payable but unpaid
by Party B, or losses caused to Party A as a result of Party B's breach of Contract. Party A shall have the right
to recover the amount short from Party B. When the deposit decreases, Party B shall promptly replenish the
deposit within 7 days after receipt of Party A's notice, failing which, Party A shall have the right to deem it as one
of the material breach events by Party B, and hold Party B liable for such breach according to the provisions of
Article 9-2(7).

                                                           10
3. Upon the expiry of the term of the lease, if there is no default by Party B as contemplated in this Contract,
Party A shall return the deposit to Party B within 14 days after Party B returns and Party A conducts the
acceptance examination on the premise, and after Party B settles the payment of all rent, property management
fee, fees for water, electricity, coal, communications during the term of the lease. There is no interest on the
deposits returned to Party B.

Supplementary Provision 7

1. If Party B needs to decorate the premise after moving into the premise, Party B shall pay a decoration deposit
of RMB 50,000 to Party A or Shanghai Wenhui Xinmin Property Management Company. Party B shall also pay
for the decoration management fee, waste removal fee and other miscellaneous expenses (if any) in the
decoration as required by the Property Management Company.

2. If Party B needs to decorate the premise after moving into the premise, Party B must submit the design
drawing of the decoration to Party A prior to the commencement of the decoration, and shall not commence the
decoration without the approval of Party A or relevant government authorities.

3. During the decoration, Party B shall compensate Party A for any damages it makes to any part of the premise.

Supplementary Provision 8

Party A and Party B shall pay their respective taxes and relevant fees on time according to the requirement of the
laws and regulations. Party A shall bear the lease registration fee for this Contract.

Supplementary Provision 9

Party B shall itself purchase property insurance for all the properties that belong to it in the premise, and insurance
for risk of theft and/or pilferage and risk of public liability. Party A shall not be responsible for any economic loss
and risks of Party B in such premise.

Supplementary Provision 10

1. After the expiry of the term of the lease, Party B shall have the priority right to renew the lease under the same
conditions based on the market situation.

                                                          11
2. Party A shall have the right to take clients to visit the premise during the last three months prior to the expiry of
the Contract with reasonable advance notice and with the consent of Party B, provided however, Party A shall
use its best efforts to minimize the effect on Party B.

3. Party A or the Property Management Company shall have the right to enter into the premise to rescue in case
of emergency (e.g. fire, water pipe explosion).

Supplementary Provision 11

                                             Supplement to Article VI

1. Party B agrees to be responsible for the maintenance and care of the interior of the premise during the term of
the lease, and to keep such premise under good conditions, except for normal wear and tear. Any damage to the
premise caused by the willful act or misconduct of Party B or its visitors shall be restored within reasonable time
by a repair service provider retained by Party B, which repair service provider shall meet the requirements of the
Property Management Company and have relevant professional qualification. If the damage is not restored within
reasonable time, Party A may instead conduct the repair, while Party B shall reimburse Party A for all costs and
expenses incurred for such repair.

2. Party B shall actively assist and cooperate with Party A in Party A's maintenance of the premise and its
auxiliary facilities.

3. Upon the expiry of the term of the lease, or the termination or cancellation of this Contract for any reason,
Party B shall not damage the structure of the premise when removing the facilities or equipment it added to the
premise. Party B shall not undertake the formalities of terminating the lease until Party A has inspected and
accepted the premise.

4. In the event of damage to the premise or losses caused to Party B due to force majeure, the Parties shall not
be held liable for each other.

Supplementary Provision 12

                                             Supplement to Article 9-2

In the event where Party A has the right to terminate the Contract as provided in the Contract, the Contract shall
be automatically terminated upon the delivery of a written notice of termination or cancellation of the Contract to
the premise by Party A. Party B shall promptly return the premise to Party A.

Supplementary Provision 13

                                                          12
                                             Other Relevant Issues:

Party B shall comply with the Property Management Code of Wenxin Newspaper Plaza and other property
management regulations during the term of the lease. Party B shall be liable for the damages to any part of the
plaza, facilities or persons caused by Party B, its employees or visitors.

Supplementary Provision 14

All notices and vouchers issued according to this Contract and in connection with the performance of this
Contract shall be made in writing and sent to the following address via facsimile or registered mail:

Party A: Shanghai Office of China Orient Asset Management Corporation

Address: 18th floor, Ruijin Plaza, No. 205 Maoming Nan Rd, Shanghai

Fax: 021-6445 7489

Party B: Qianjin (Shanghai) Culture Communication Co., Ltd

Address: 21st Floor, Wenxin Newspaper Plaza, No. 755 Weihai Rd, Shanghai

Fax: 021-6360 5788

The communication shall be deemed to have been effectively received upon the transmission if transmitted via
facsimile, and three days after the delivery if delivered by registered mail. Any Party shall inform the other Party
through registered mail of any change of its fax number or address and shall be responsible itself for all losses
caused by its negligence in making the notification.

                                                         13
      ANNEX 1

LAYOUT OF THE PREMISE

         14
                                                   ANNEX 2

                   THE SCOPE, CONDITIONS AND REQUIREMENTS FOR
              USE OF THE PORTION OF THE PREMISE UNDER THIS CONTRACT

As per the covenants contained in this Contract.

                                                     15
                                                    ANNEX 3

AGREEMENTS ON THE CONDITIONS OF THE CURRENT DECORATION, AUXILIARY
FACILITIES AND EQUIPMENT, AND PARTY A'S CONSENT ON DECORATION OF THE PREMISE
AND ADDITION OF AUXILIARY FACILITIES AND EQUIPMENT BY PARTY B

The conditions of the current decoration, auxiliary facilities and equipment are as set forth in the Hand-over List
of Equipment and Premise executed by the Parties. Party A agrees that the decoration and addition of auxiliary
facilities and equipment by Party B shall be as per the agreements contained in this Lease Contract.

                                                         16
                                              BUILDING LEASE

SHANGHAI CITY CONTRACT

                            COMMERCIAL BUILDING ADVANCE LEASING

                                           (CONTRACT NO:JJSW03023)

Parties to this Contract:

Lessor (Party A): Shanghai Wailao Property Management Service Co., Ltd.

Lessee (Party B): Shanghai Qianjin Culture Communication Co., Ltd

Party A and Party B hereby enter into this Contract with respect to the leasing by Party B of the building premise
that Party A may lease legally after reaching an agreement through consultation on the basis of equality,
willingness, fairness and good faith, and in accordance with Contract Law of the People's Republic of China and
Rules on Leasing of Buildings in Shanghai City (hereinafter referred to as the "Rules").

I. Details of the Building to be Leased:

1. The building premise to be leased to Party B by Party A is located at the west wing of the seventh floor, 755
Weihai Rd, Jing'an District, Shanghai. The as- measured floorage of such building premise is 2609.81 square
meters, which premise, in connection of usage, is a building premise used for office work, and, in connection of
type, is an office premise. The structure of the premise is a frame-tube structure. The layout of such premise is
attached to this Contract as Annex 1. Party A has presented to Party B:

The Title Certificate of Building and Estate. Serial number of the certificate: Hu Fang Di Jing Zi (2003) No.
004457.

2. As the trustee of such premise, Party A hereby enters into a lease relationship with Party B. Prior to the
execution of this Contract, Party A has informed Party B that no mortgage has been created on such premise.

3. Party A and Party B have set forth in Annex 2 and Annex 3, respectively, the areas for public use or sharing,
conditions and requirements, conditions of existing decoration, auxiliary facilities, and equipment, and the scope,
standards and other matters that need to be agreed on by the Parties with respect to the decoration and addition
of auxiliary equipment by Party B with the permission of Party A. Party A and Party B agree that such Annexes
shall be used as the acceptance basis when Party A delivers the premise to Party B

                                                         1
and when Party B returns the premise to Party A upon termination of this Contract.

II. Purpose of the Lease

1. Party B hereby covenants to Party A that such leased premise shall be used as office space, and that it will
comply with the state and municipal regulations on the use of building premises and property management.

2. Party B warrants that it will not use the premise for purposes other than as set forth above without the written
consent of Party B and the approval by relevant authorities, if required.

III. Date of Delivery and Term of the Lease

1. Party A and Party B have agreed that Party A shall deliver the premise to Party B by December 1, 2003. The
term of the lease shall begin on December 1, 2003, ending on December 31, 2006.

2. Upon the expiry of the term of the lease, Party A shall have the right to recall such premise, and Party B shall
return the same on time. Where Party B needs to renew the lease of such premise, Party B shall deliver a written
request to renew six months before the expiry of the term of the lease, and, when agreed by Party A, enter into a
new lease contract with Party A.

IV. Rent, Payment Terms and Due Dates

1. Party A and Party B have agreed that, the rent per day per square meter of the floorage of this premise shall
be (RMB) 2.0. The monthly rent shall be (RMB) 158,763.44 (RMB one hundred and fifty eight thousand, seven
hundred and sixty three point forty four) in aggregate.

The rent of the premise shall remain unchanged for a period of three (years/months).

2. Party B shall pay to Party A the rent by the fifteenth day of each month. In the event of payment delay, Party B
shall pay a breach penalty of 0.2% of the daily rent for each day when such payment is delayed.

3. The terms of payment by Party B are set forth as below: Payments shall be made with check or via wire
transfer.

V. Deposit and other Expenses

                                                         2
1. Party A and Party B have agreed that, Party B shall pay a deposit on the lease of the premise, the amount of
which shall equal 2 months' rent, i.e., (RMB) 317,526.88.

Party A shall issue a receipt certificate to Party B upon the receipt of such deposit.

Upon the termination of the lease relationship, Party A shall return the balance of the deposit without interest to
Party B after setting off the expenses that shall be born by Party B as agreed in this contract.

2. During the term of the lease, expenses related to water, electricity, gas, communications, equipment, property
management, and parking expenses shall be born by Party B. Other relevant expenses shall be born by Party A.

3. The calculation or allocation, payment terms and time for the above expenses born by Party B are set forth
below: Deposit shall be paid to Party A within 3 day after the execution of this Contract, while other expenses
shall be paid to Wenhui Xinmin Property Management Co., Ltd. on a monthly basis according its rules.

VI. Requirements in Using the Premise and the Obligations to Repair

1. During the term of the lease, if Party B discovers any damage or failure in the premise or its auxiliary facilities,
Party B shall notify Party A for repair on a timely basis. Party A shall conduct the repair within three days after
the receipt of such notice from Party B. In the case of delay in repair, Party B may conduct the repair on Party
A's behalf with all expenses born by Party A.

2. During the term of the lease, Party B shall properly use and protect such premise and its auxiliary facilities. In
the case of any damage or failure in such premise or its auxiliary facilities due to improper or unreasonable use by
Party B, Party B shall be responsible for the repair. If Party B refuses to repair, Party A may repair on Party B's
behalf, with all expenses born by Party B.

3. During the term of the lease, Party B warrants to keep such premise and its auxiliary facilities under useable
and safe conditions. Party A shall give Party B a notice of three days if it wishes to examine and conduct
maintenance on the premise. Party B shall assist in such examination and maintenance. Party A shall minimize the
effect on the use of the premise by Party B.

4. Other than as set forth in Annex 3 or this Contract, if Party B needs additional decoration or auxiliary facilities
and equipment, Party B shall proceed only after it has obtained Party A's prior written consent, and, in the event
that an approval from relevant authority is required, the approval from such authority after Party A with Party B
acting on its behalf reports to such authority. The ownership and responsibilities of maintenance of the auxiliary
facilities and

                                                           3
equipment added by Party B shall be agreed by Party A and Party B in a separate written document.

VII. Condition of the Premise when Returned

1. Unless Party A agrees to the renew by Party B, Party B shall return such premise within seven days after the
expiry of the term of lease under this Contract. In the event of delay in returning the premise without Party A's
consent, for each day that such return is delayed, Party B shall pay a fee of 4.0 yuan / square meter (RMB) for
using the premise during period that it occupies such premise.

2. The premise returned by Party B shall be under a condition after ordinary use. When the premise is returned, it
shall be inspected and accepted by Party A, and the Parties shall settle with each other payments of the expenses
for their own account.

VIII. Sub-lease, Assignment and Exchange

1. Unless Party A has agreed that Party B may sub-lease in the supplementary provisions of this Contract, during
the term of the lease, Party B may sub-lease any part or all of this premise to other parties only with the prior
written consent of Party A. However, the same room for residence shall not be divided into portions for sub-
lease.

2. To sub-lease such premise, Party B shall enter into a written sub-lease contract with the sub-lessee according
to the regulations, and shall file such sub-lease with the real estate trading center of the district or county where
the premise is located, or with the registration and acceptance office for buildings and estate established by the
municipal building and estate bureau in the farming system.

3. During the term of the lease, Party B shall obtain the prior written consent of Party A if Party B is to assign the
lease of such premise to another party or exchange such premise with another premise leased by another party.
After such assignment or exchange, the assignee of the lease obligations or the other party of the exchange shall
enter into an amendment contract to change the party to this Contract and continue to perform this Contract.

4. During the term of the lease, Party A shall give Party B a notice of three months if it needs to sell such premise.
Party B shall have the preemptive right under the same circumstances.

IX. Conditions of Termination of this Contract

                                                          4
1. Party A and Party B have agreed that, upon the occurrence of any of the following events, this Contract shall
be terminated and none of the Parties shall be held liable to the other:

(1) the land use right covered by such premise shall have been recalled early by law;

(2) such premise shall have been expropriated for public interest;

(3) such premise shall have been included in the building demolition permitted by law due to the requirements of
urban construction;

(4) such premise shall have been destroyed, disappeared or shall have been verified as a dangerous building;

(5) the premise shall have been under disposal due to the mortgage created prior to the lease of the premise,
Party B has been informed of which mortgage by Party A;

(6) the premise shall have been damaged and become useable due to a force majeure.

2. Party A and Party B have agreed that, either Party may terminate this Contract by written notice to the other
Party upon the occurrence of any of the following events. The breaching Party shall pay to the other Party a
breach penalty of two times the monthly rent, and in the event that such breach has caused losses to the other
Party, and the breach penalty paid is not sufficient to set off such losses, a compensation shall be made in the
amount of the difference between the losses thus incurred and the amount of the breach penalty.

(1) Party B shall have failed to deliver such premise on time, and still haven't delivered within ten days after
receipt of notice from Party B;

(2) The premise delivered by Party A shall have been incompliant with the agreements contained in this Contract,
which shall have led to the failure to use the premise for the original purpose under the lease; or the premise
delivered by Party A shall have born defects that threaten the safety of Party B;

(3) Party B shall have altered the usage of the premise without the written consent of Party A, which shall have
caused damages to the premise;

(4) Damages to the main structure of the premise due to Party B's fault;

(5) Party B shall have, without permission, sub-leased such premise, assigned the lease of the premise or
exchanged each other's leased premises with another party;

(6) Party B shall have failed to pay rent for 2 months cumulatively;

                                                          5
X. Liabilities of Breach of the Contract

1. In the event that the premise has defect when delivered, Party A shall repair the premise within ten days after
the delivery, failing which, Party A agrees to decrease the rent or amend the relevant provisions on the rent.

2. In the event that Party A fails to inform Party B of the fact that such premise has been mortgaged or the
transfer of the title of such premise is subject to restriction prior to the lease, which results in losses sustained by
Party B, Party A shall indemnify Party B for such losses.

3. During the term of the lease, if Party A fails to perform its obligations under this Contract to repair or maintain
the premise on a timely basis, which results in damages to the premise, property loss sustained by Party B or
personal injuries, Party A shall be responsible for indemnification.

4. During the term of the lease, if Party A terminates this Contract and recalls the premise early other than as
provided in this Contract, Party A shall pay to Party B a breach penalty in an amount 2 times of the rent for the
number of days that the premise is recalled early. In the event that the breach penalty is not sufficient to set off the
losses sustained by Party B, Party A shall also indemnify Party B of such losses.

5. If Party B decorates the premise or add auxiliary facilities without the written consent of Party A or in addition
to the scope consented by Party A, Party A may demand Party B to indemnify Party A of losses.

6. During the term of the lease, if Party B terminates the lease early at its sole discretion other than as provided in
this Contract, Party B shall pay to Party A a breach penalty in an amount 2 times of the rent for the number of
days that the lease is terminated early. In the event that the breach penalty is not sufficient to set off the losses
sustained by Party A, Party B shall indemnify Party A of such losses. Party A may set off the losses from the
deposit. In the event that the deposit is not sufficient to set off the losses, Party B shall make additional payment
of the amount that falls short.

XI. Miscellaneous

1. During the term of the lease, if Party A needs to mortgage such premise, it shall notify Party B of such
mortgage in writing.

2. This Contract shall become effective (upon signing by the Parties/ after signing by the Parties). Within 15 day
after this Contract comes into effect, Party A shall be responsible for completing registration and filing formalities
with the real estate trading center of the district or county where the premise is located, or with the registration
and acceptance office for buildings and estate

                                                            6
established by the municipal building and estate bureau in the farming system and obtaining the filing certificate of
building lease. After the registration and filing of this Contract, in the event of amendment or termination of this
Contract, (Party A/Party
B) shall complete the registration and filing formalities of such amendment and termination with the original
registration authority within 15 days after such amendment or termination. Party A shall be responsible for all legal
disputes resulting from the failure of Party A to complete the registration and filing formalities of the building lease,
the amendment hereto or the termination hereof.

3. Issues not covered in this Contract may be agreed by the Parties in supplementary provisions. The
supplementary provisions and the annexes of this Contract constitute an integral part of this Contract. The
handwriting filled in the blank in this Contract and its supplementary provisions and annexes shall have the same
force and effect with the printed contents.

4. Party A and Party B fully understand their respective rights, obligations and responsibilities at the time of
execution of this Contract, and are willing to perform this Contract in strict accordance with its provisions. In case
of breach of this Contract by either Party, the other Party shall have the right to claim compensation from the
breaching Party.

5. Disputes arising in the course of performance of this Contract by the Parties shall be settled through
consultation, failing which, the Parties are willing to choose the second alternative set forth below:

(1) submission to ______ Arbitration Commission for arbitration;

(2) submission to the people's court for litigation according to law.

6. There are four counterparts of this Contract and its annexes. Party A and Party B shall each hold two
counterparts, all of which shall have the same force.

                                                           7
        Lessor (Party A)                              Lessee (Party B)

        Shanghai Wailao Property Management           Shanghai Qianjin Culture Communication
        Service Co., Ltd.                             Co., Ltd.

        Nationality:                                  Nationality:

        Legal Representative: Shen, Zhiwei            Legal Representative:

        Registration Certificate N./ID No.            Registration Certificate N./ID No.

        Address: No 45, Anyuan R, Shanghai.           Address: No. 755, Weihai Rd.

        Post Code: 200041                             Post Code: 200041

        Tel: 62774770                                 Tel: 32014688

        Authorized Agent:                             Authorized Agent: Huang Lan

        Signature and Seal:                           Signature and Seal:

        Date: November 21, 2003                       Date: November 21, 2003

        Place:                                        Place:

        Name of the Brokerage Entity:




Name of the Broker:

Qualification Certificate Number of the Broker:

                                                  8
                                      SUPPLEMENTARY PROVISIONS

Party A and Party B hereby make the following supplementary provisions in connection with the issues not
covered in this Contract. The contents of this Contract and its supplementary provisions shall have the same legal
effect. In the event of conflict between this Contract and the supplementary provisions, these supplementary
provisions shall prevail.

1. Property Management and the Fees Thereof During the Term of the Lease

(1) The property management of the building shall be the responsibility of Shanghai Wenhui Xinmin Property
Management Co., Ltd. (hereinafter referred to as the Property Company).

(2) During the term of the Lease, Party B shall comply with the property management rules of the Property
Company, and shall affix its seal to the property management contract to assume the relevant responsibilities.

(3) Party B shall, in addition to payment of rent on a monthly basis to Party A, pay a property management fee to
the Property Company. The property management fee shall be charged at 1.00 yuan/m(2)/day. The property
management fee includes fees for water, electricity and 12 hours' use of air condition for normal office work.
Party B shall pay for the over time use of air condition according to the rules of the Property Company.

(4) In the event of adjustment of property management fee during the term of the lease, Party B shall pay the fee
according to the adjusted rate.

(5) If Party B wishes to add a separate generator room to increase the electricity for use beyond its normal office
work, the expenses of installation of such additional generator room to increase electricity for use as well as such
portion of the daily electricity consumption shall be paid for by Party B.

2. Delivery of the Premise and Decoration

(1) Party A shall deliver the premise to Party B with rough flooring in conditions as in the existing north wing of
the seventh floor.

(2) Party B will decorate the existing premise prior to the use of the premise. Party A grants Party B a decoration
period of 2 month with rent exemption, which shall begin on December 1, 2003, ending on January 21, 2004.
During such period, Party B shall still pay the property management fee. Party B shall have the right to move in
early upon the completion of the decoration.

                                                          9
(3) Party A shall provide Party B with the layout drawing of the premise, and shall assist Party B in completing
the move-in formalities and approval formalities of the decoration.

(4) Party B shall not commence the decoration until the decoration plan has been examined and approved by
Party A and the Property Company, as well as by the Fire Protection Bureau of Jinan District. The move-in shall
be subject to the inspection and acceptance by the above parties upon the completion of the decoration. Party B
shall provide Party A with the as-built drawing upon the completion of the decoration.

(5) After the decoration by Party B, the title of the fixed facilities and equipment attached to the building shall rest
with Party A after the expiry of the term of the lease. During the term of the lease, Party B shall be responsible for
the maintenance of the above facilities and equipment.

(6) Party A agrees to commission the inspection and repair of the discharge system of the condensed water tray
for the air condition and the ceiling infiltration covered by the lease of Party B to the Property Company, to
ensure that no leakage in the ceiling will occur in the air conditioning system when it is used next summer. The
expenses of the inspection and repair shall be born by Party A, which inspection and repair shall be conducted at
the same time with the decoration. Restoration and paining of the ceiling shall be completed by Party B during the
decoration.

(7) Party A, Party B and Orient International Commercial (Group) Co., Ltd. shall jointly discuss with the
Property Company the vertical removal plan to ensure the convenience and efficiency of the construction and to
minimize the effect to the parties. Party B shall have the obligation to cause the construction company to conduct
the construction in the manner to minimize the effect on the normal office work in the building. Party B shall bear
losses caused by the construction.

3. Communication Expenses

(1) Party A agrees to pay for expenses in connection with connection of optical wires and use of bridge frame,
totaling RMB 61,000. All expenses other than the above with respect to the connection fee, installation fee and
equipment expenses for communication lines shall be born by Party B.

(2) Party B shall pay the fee of daily use of the communication lines on a monthly basis to the Property Company.

4. Parking Spaces

                                                          10
(1) During the term of the lease, Party A agrees to provide four parking spaces to Party B in basement 1 with no
costs, numbered 152, 153, 154, and 155. Party A shall assist Party B to obtain parking certificates, with the
property management fees for the parking spaces born by Party B.

(2) Party B shall comply with the parking rules of the Property Company. Party A shall be liable for
compensation for damages to the parking facilities or other vehicles due to Party B's fault.

5. Renew, Return of the Premise and the Deposit Upon Expiry of the Term of the Lease

(1) If Party B wishes to renew the lease upon the expiry of the term of the lease, it shall submit a written request
to Party A six months prior to the expiry. Party B shall have the preemptive right to renew the lease under the
same circumstances. If Party B does not renew the lease, it shall cooperate with party A in Party A's efforts to
let.

(2) Party B may return the premise to party A without restoring it to the original conditions prior to the
decoration, provided however, Party B shall return the premise in complete and good condition without damages
as it is after the decoration and when used by Party B, and shall maintain the property in an orderly and clean
manner.

(3) After the expiry of the term of the lease, the balance of the deposit received by Party A shall be returned to
Party B with no interest within 30 days after the premised has been inspected and recalled by Party A and after
the expenses born by Party B as agreed in this Contract have been set off from the deposit.

6. Miscellaneous

(1) This Contract shall become effective when signed by the Parties and with the company seals of the Parties
affixed hereto. Article 11-2 is hereby invalidated.

(2) All expenses of personal injuries or property damages caused not as a result of Party A's fault, or by any third
person entering into the premise without Party A's permit shall be born by Party B, except those expenses to be
born by the party involved as required by laws and regulations, and Party A shall not be liable for such expenses.

(3) Party B shall keep the favorable rent and conditions granted by Party A confidential without disclosure to any
third party.

                                                         11
      ANNEX 1

LAYOUT OF THE PREMISE

         12
                                                 ANNEX 2

                   THE SCOPE, CONDITIONS AND REQUIREMENTS FOR
              USE OF THE PORTION OF THE PREMISE UNDER THIS CONTRACT

The area shown in the layout drawing of this Contract may be decorated by Party B as needed before its use.
The decoration plan shall be examined and approved by Party A and the Property Company.

                                                      13
                                                        ANNEX 3

AGREEMENTS ON THE CONDITIONS OF THE CURRENT DECORATION, AUXILIARY
FACILITIES AND EQUIPMENT, AND PARTY A'S CONSENT ON DECORATION OF THE PREMISE
AND ADDITION OF AUXILIARY FACILITIES AND EQUIPMENT BY PARTY B

1. Air conditions, lighting and ceiling have all been decorated and completed.

2. Re-decoration shall comply with the safety requirements of fire protection.

3. Users of the floor shall all have the right to share the use of existing public facilities of the floor.

                                                             14
                                               BUILDING LEASE

SHANGHAI CITY CONTRACT

                            COMMERCIAL BUILDING ADVANCE LEASING

                                               (CONTRACT NO: )

Parties to this Contract:

Lessor (Party A): Shanghai Xiesheng Industry Co., Ltd.

[Lease]

Lessee (Party B): Shanghai Qianjin Culture Communication Co., Ltd.

Party A and Party B hereby enter into this Contract with respect to the leasing by Party B of the commercial
building premise that Party A may lease legally after reaching an agreement through consultation on the basis of
equality, willingness, fairness and good faith, and in accordance with Contract Law of the People's Republic of
China and Rules on Leasing of Buildings in Shanghai City (hereinafter referred to as the "Rules").

I. Details of the Building to be Leased or Leased in Advance:

1. The building premise to be leased to Party B by Party A is located at twenty-first floor, 755 Weihai Rd,
Jing'an District, Shanghai. The as- measured floorage of such building premise is 1614.87 square meters, which
premise, in connection of usage, is a building premise used for general purpose, and, in connection of type, is an
office premise. The structure of the premise is constituted with structured shear walls. The layout of such premise
is attached to this Contract as Annex 1. Party A has presented to Party B:

The serial number of the Title Certificate of Building and Estate:
(2002) No. 009869.

2. As the title owner of such premise, Party A hereby enters into a lease relationship with Party B. Prior to the
execution of this Contract, Party A has informed Party B that no mortgage has been created on such premise.

3. Party A and Party B have set forth in Annex 2 and Annex 3, respectively, the areas for public use or sharing,
conditions and requirements, conditions of existing decoration, auxiliary facilities, and equipment, and the scope,
standards and other matters that need to be agreed on by the Parties with respect to the decoration and addition
of auxiliary equipment by Party B with the permission of Party A. Party A and Party B agree that such Annexes
shall be used as the acceptance basis when Party A delivers the premise to Party B and when Party B returns the
premise to Party A upon termination of this Contract.

                                                          1
II. Purpose of the Lease

1. Party B hereby covenants to Party A that such leased premise shall be used as office space, and that it will
comply with the state and municipal regulations on the use of building premises and property management.

2. Party B warrants that it will not use the premise for purposes other than as set forth above without the written
consent of Party B and the approval by relevant authorities, if required.

III. Date of Delivery and Term of the Lease

1. Party A and Party B have agreed that Party A shall deliver the premise to Party B by January 1, 2004. The
term of the lease shall begin on January 1, 2004, ending on December 31, 2006.

2. Upon the expiry of the term of the lease, Party A shall have the right to recall such premise, and Party B shall
return the same on time. Where Party B needs to renew the lease of such premise, Party B shall deliver a written
request to renew three months before the expiry of the term of the lease, and, when agreed by Party A, enter into
a new lease contract with Party A.

IV. Rent, Payment Terms and Due Dates

1. Party A and Party B have agreed that, the rent per day per square meter of the floorage of this premise shall
be (RMB) 2.2. The monthly rent shall be (RMB) 108,062 (RMB one hundred and eight thousand, sixty two) in
aggregate.

The rent of the premise shall remain unchanged for a period of three (years/months).

2. Party B shall pay to Party A the rent by the fifteenth day of each month. In the event of payment delay, Party B
shall pay a breach penalty of 0.1% of the daily rent for each day when such payment is delayed.

3. The terms of payment by Party B are set forth as below: The rent shall be paid on a monthly basis, and a sum
equal to two months' rent shall be paid as deposit. Upon the expiry of the term of this contract, such deposit shall
be returned to Party B within 10 business days without interest after the inspection and acceptance of the premise
by Party A, less various expenses owed by Party B (including late payment penalty and breach penalty).
Payments shall be made in RMB with check, or in cash, or with credit note, all of which are acceptable.

                                                         2
V. Deposit and other Expenses

1. Party A and Party B have agreed that, Party B shall pay a deposit on the lease of the premise, the amount of
which shall equal 2 months' rent, i.e., (RMB) 216,124.

Party A shall issue a receipt certificate to Party B upon the receipt of such deposit.

Upon the termination of the lease relationship, Party A shall return the balance of the deposit without interest to
Party B after setting off the expenses that shall be born by Party B as agreed in this contract.

2. During the term of the lease, expenses related to water, electricity, gas, communications, equipment, property
management, and other expenses shall be born by Party B. Other relevant expenses shall be born by Party B.

3. The calculation or allocation, payment terms and time for the above expenses born by Party B (Party A/ Party
B) are set forth below:
Property management fee shall be paid to property management company in the amount incurred by the fifteenth
day of each month. Payments shall be made in RMB with check, or in cash, or with credit note, all of which are
acceptable.

VI. Requirements in Using the Premise and the Obligations to Repair

1. During the term of the lease, if Party B discovers any damage or failure in the premise or its auxiliary facilities,
Party B shall notify Party A for repair on a timely basis. Party A shall conduct the repair within three days after
the receipt of such notice from Party B. In the case of delay in repair, Party B may conduct the repair on Party
A's behalf with all expenses born by Party A.

2. During the term of the lease, Party B shall properly use and protect such premise and its auxiliary facilities. In
the case of any damage or failure in such premise or its auxiliary facilities due to improper or unreasonable use by
Party B, Party B shall be responsible for the repair. If Party B refuses to repair, Party A may repair on Party B's
behalf, with all expenses born by Party B.

3. During the term of the lease, Party B warrants to keep such premise and its auxiliary facilities under useable
and safe conditions. Party A shall give Party B a notice of seven days if it wishes to examine and conduct
maintenance on the premise. Party B shall assist in such examination and maintenance. Party A shall minimize the
effect on the use of the premise by Party B.

4. Other than as set forth in Annex 3 or this Contract, if Party B needs additional decoration or auxiliary facilities
and equipment, Party B shall proceed only after it has obtained Party A's prior written consent, and, in the event
that an

                                                           3
approval from relevant authority is required, the approval from such authority after Party A with Party B acting on
its behalf reports to such authority.

VII. Condition of the Premise when Returned

1. Unless Party A agrees to the renew by Party B, Party B shall return such premise within seven days after the
expiry of the term of lease under this Contract. In the event of delay in returning the premise without Party A's
consent, for each day that such return is delayed, Party B shall pay a fee of 4.4 yuan / square meter (RMB) for
using the premise during period that it occupies such premise.

2. The premise returned by Party B shall be under a condition after ordinary use. When the premise is returned, it
shall be inspected and accepted by Party A, and the Parties shall settle with each other payments of the expenses
for their own account.

VIII. Sub-lease, Assignment and Exchange

1. Unless Party A has agreed that Party B may sub-lease in the supplementary provisions of this Contract, during
the term of the lease, Party B may sub-lease any part or all of this premise to other parties only with the prior
written consent of Party A. However, the same room for residence shall not be divided into portions for sub-
lease.

2. To sub-lease such premise, Party B shall enter into a written sub-lease contract with the sub-lessee according
to the regulations, and shall file such sub-lease with the real estate trading center of the district or county where
the premise is located, or with the registration and acceptance office for buildings and estate established by the
municipal building and estate bureau in the farming system.

3. During the term of the lease, Party B shall obtain the prior written consent of Party A if Party B is to assign the
lease of such premise to another party or exchange such premise with another premise leased by another party.
After such assignment or exchange, the assignee of the lease obligations or the other party of the exchange shall
enter into an amendment contract to change the party to this Contract and continue to perform this Contract.

4. During the term of the lease, Party A shall give Party B a notice of three months if it needs to sell such premise.
Party B shall have the preemptive right under the same circumstances.

IX. Conditions of Termination of this Contract

                                                          4
1. Party A and Party B have agreed that, upon the occurrence of any of the following events, this Contract shall
be terminated and none of the Parties shall be held liable to the other:

(1) the land use right covered by such premise shall have been recalled early by law;

(2) such premise shall have been expropriated for public interest;

(3) such premise shall have been included in the building demolition permitted by law due to the requirements of
urban construction;

(4) such premise shall have been destroyed, disappeared or shall have been verified as a dangerous building;

2. Party A and Party B have agreed that, either Party may terminate this Contract by written notice to the other
Party upon the occurrence of any of the following events. The breaching Party shall pay to the other Party a
breach penalty of ___times the monthly rent, and in the event that such breach has caused losses to the other
Party, and the breach penalty paid is not sufficient to set off such losses, a compensation shall be made in the
amount of the difference between the losses thus incurred and the amount of the breach penalty.

(1) Party B shall have failed to deliver such premise on time, and still haven't delivered within ____days after
receipt of notice from Party B;

(2) The premise delivered by Party A shall have been incompliant with the agreements contained in this Contract,
which shall have led to the failure to use the premise for the original purpose under the lease; or the premise
delivered by Party A shall have born defects that threaten the safety of Party B;

(3) Party B shall have altered the usage of the premise without the written consent of Party A, which shall have
caused damages to the premise;

(4) Damages to the main structure of the premise due to Party B's fault;

(5) Party B shall have, without permission, sub-leased such premise, assigned the lease of the premise or
exchanged each other's leased premises with another party;

(6) Party B shall have failed to pay rent for 2 months cumulatively;

(7) Party B shall have failed to pay property management fee for 2 months cumulatively;

X. Liabilities of Breach of the Contract

                                                          5
1. In the event that the premise has defect when delivered, Party A shall repair the premise within _____days
after the delivery, failing which, Party A agrees to decrease the rent or amend the relevant provisions on the rent.

2. In the event that Party A fails to inform Party B of the fact that such premise has been mortgaged or the
transfer of the title of such premise is subject to restriction prior to the lease, which results in losses sustained by
Party B, Party A shall indemnify Party B for such losses.

3. During the term of the lease, if Party A fails to perform its obligations under this Contract to repair or maintain
the premise on a timely basis, which results in damages to the premise, property loss sustained by Party B or
personal injuries, Party A shall be responsible for indemnification.

4. During the term of the lease, if Party A terminates this Contract and recalls the premise early other than as
provided in this Contract, Party A shall pay to Party B a breach penalty in an amount 2 times of the rent for the
number of days that the premise is recalled early. In the event that the breach penalty is not sufficient to set off the
losses sustained by Party B, Party A shall also indemnify Party B of such losses.

5. If Party B decorates the premise or add auxiliary facilities without the written consent of Party A or in addition
to the scope consented by Party A, Party A may demand Party B to indemnify Party A of losses.

6. During the term of the lease, if Party B terminates the lease early at its sole discretion other than as provided in
this Contract, Party B shall pay to Party A a breach penalty in an amount 2 times of the rent for the number of
days that the lease is terminated early. In the event that the breach penalty is not sufficient to set off the losses
sustained by Party A, Party B shall indemnify Party A of such losses. Party A may set off the losses from the
deposit. In the event that the deposit is not sufficient to set off the losses, Party B shall make additional payment
of the amount that falls short.

XI. Miscellaneous

1. During the term of the lease, if Party A needs to mortgage such premise, it shall notify Party B of such
mortgage in writing, and Party A warrants to Party B that it will consult Party A for its intention to purchase such
premise fifteen days prior to disposition of the premise by the parties to the mortgage by agreement through
discount and selling off.

2. This Contract shall become effective (upon signing by the Parties/ after signing by the Parties) when signed by
the Parties and with the company seals of the Parties affixed hereto. Within 15 day after this Contract comes into
effect, Party A shall be responsible for completing registration and filing formalities with the real estate trading
center of the district or county where the premise is located, or with the registration and acceptance office for

                                                            6
buildings and estate established by the municipal building and estate bureau in the farming system and obtaining
the filing certificate of building lease. After the registration and filing of this Contract, in the event of amendment or
termination of this Contract, Party A (Party A/Party B) shall complete the registration and filing formalities of such
amendment and termination with the original registration authority within 15 days after such amendment or
termination. Party A shall be responsible for all legal disputes resulting from the failure of Party A to complete the
registration and filing formalities of the building lease, the amendment hereto or the termination hereof.

3. Issues not covered in this Contract may be agreed by the Parties in supplementary provisions. The
supplementary provisions and the annexes of this Contract constitute an integral part of this Contract. The
handwriting filled in the blank in this Contract and its supplementary provisions and annexes shall have the same
force and effect with the printed contents.

4. Party A and Party B fully understand their respective rights, obligations and responsibilities at the time of
execution of this Contract, and are willing to perform this Contract in strict accordance with its provisions. In case
of breach of this Contract by either Party, the other Party shall have the right to claim compensation from the
breaching Party.

5. Disputes arising in the course of performance of this Contract by the Parties shall be settled through
consultation, failing which, the Parties are willing to choose the ____th alternative set forth below:

(1) submission to Shanghai Arbitration Commission for arbitration;

(2) submission to the people's court for litigation according to law.

6. There are two counterparts of this Contract and its annexes. Party A and Party B shall each hold a
counterpart, (Shanghai City / ______District/County) real estate trading center the registration and acceptance
office for buildings and estate established by the municipal building and estate bureau in the farming system shall
keep one copy, while ________shall keep one copy each, all of which shall have the same force.

                                                            7
         Lessor (Party A)                               Lessee (Party B)

         Shanghai Xiesheng Industry Co., Ltd.           Shanghai Qianjin Culture Communication
                                                        Co., Ltd.

         Nationality:                                   Nationality:

         Legal Representative:                          Legal Representative:

         Registration Certificate N./ID No.             Registration Certificate N./ID No.




Address: Bldg. 2, No.888, Dongdaming Rd. Address:

                   Post Code: 200082                             Post Code:

                   Tel: 55100355                                 Tel:

                   Authorized Agent:                             Authorized Agent:

                   Signature and Seal:                           Signature and Seal:

                   Date: June 3, 2003                            Date:

                   Place:                                        Place:

                   Name of the Brokerage Entity:




Name of the Broker:

Qualification Certificate Number of the Broker:

                                                    8
  SUPPLEMENTARY CONTRACT IN CONNECTION WITH THE LEASE FOR PREMISE ON
                            THE 21ST FLOOR

Party A: Shanghai Xiesheng Industry Co., Ltd.

Party B: Shanghai Qianjin Culture Communication Co., Ltd.

Party A and Party B entered into a Building Premise Lease Contract on June 3, 2003 for the premise on the 21st
floor of "Wenxin Newspaper Plaza". The Parties agreed on the rent as set forth below:

1. The rent for the period from January 1, 2004 to December 31, 2004 shall be RMB 2.2/day/m(2);

2. The rent for the period from January 1, 2005 to December 31, 2005 shall be RMB 2.31/day/m(2);

3. The rent for the period from January 1, 2006 to December 31, 2006 shall be RMB 2.42/day/m(2);

This Supplementary Contract shall have the same legal effect as the Shanghai Building Premise Lease Contract
entered into by the Parties.

There are two counterparts of this Supplementary Contract, with Party A and Party B holding one counterpart
each.

         Party A: Shanghai Xiesheng Industry                  Party B: Shanghai Qianjin Culture
         Co., Ltd.                                            Communication Co., Ltd.

         Seal:                                                Seal:

         Authorized Agent:                                    Authorized Agent: Huang Lan

                                                                               Date: June 12, 2003




                                                      9
                                                  EXHIBIT 10.5

                              FORM OF INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this "Agreement") is made as of June 5, 2000, among 51job, Inc. (fka
51net.com Cayman Islands Inc.), a Cayman Islands corporation (the "Company"), each of the investors that
executes a counterpart of the Investor Signature Page hereto (each Investor, individually, the "Investor" and
collectively, the "Investors"), and each of the founders that executes a counterpart of the Founder Signature Page
hereto (individually, the "Founder" and collectively, the "Founders").

                                                   Background

The Company and each Investor intend to enter into a Series A Preference Stock Purchase Agreement (the
"Stock Purchase Agreement") pursuant to which the Investors will purchase 100% of the authorized shares of the
Company's Series A Preference Stock (such shares purchased under the Stock Purchase Agreement, the "Series
A Shares").

NOW THEREFORE, the parties agree as follows:

SECTION 1: COVENANTS.

1.1 FINANCIAL REPORTING; INSPECTIONS.

(a) So long as the Investor holds at least 25% of the Series A Shares, the Company shall deliver to the Investor:
(i) annual, audited and consolidated financial statements, no later than 120 days after the end of the Company's
fiscal or calendar year, as applicable; (ii) the Company's annual budget and business plan, within 30 days of
completion thereof; (iii) quarterly, unaudited financial statements, no later than 45 days after the end of the
Company's first, second and third calendar quarters; and (iv) monthly, management-prepared reports, in a format
to be agreed to between the Company and the Investors, no later than 30 days after the end of each month.

(b) So long as the Investor holds at least 25% of the Series A Shares, the Company shall permit the Investor to
visit and inspect any of the properties of the Company, including its books of account and other records (and
make copies thereof) and to discuss its affairs, finances and accounts with the Company's officers and its
independent public accountants, all at such reasonable times and as often as the Investor may reasonably request.

1.2 CONFIDENTIAL INFORMATION.

(a) "Confidential Information" means any information, technical data, or know-how, including research, products,
software, services, development, inventions, processes, designs, drawings, engineering, marketing, or finances,
disclosed by any party hereto (for purposes of this Section, the "disclosor") to any other party hereto and all
transferees of shares in the Company from any such party (for purposes of this Section, the "recipient"), directly
or indirectly, in writing, orally, or by drawings or inspection of parts or equipment. "Confidential Information"
does not include information, technical data, or know-how that: (i) is in the recipient's possession at the time of
disclosure to it, as shown by its files and records immediately before the time of disclosure; (ii) is part of public
knowledge (not as a result of any action or inaction of the recipient) before or after it has been disclosed to the
recipient; or (iii) is approved for release by the disclosor's written authorization.
(b) Prohibition on Use of Confidential Information. The recipient shall refrain from using Confidential Information
for its own use or for any purpose except to evaluate its equity investment in the Company. The recipient shall not
disclose Confidential Information to any third parties. The recipient shall treat Confidential Information in a
manner consistent with the treatment of its own proprietary information and shall protect the confidentiality of, and
use reasonable best efforts to prevent disclosure of, the Confidential Information to prevent it from falling into the
public domain or the possession of unauthorized persons. Each transferee of the recipient who receives
Confidential Information shall agree to be bound by these provisions.

(c) Exceptions. The provisions of this Section shall not apply:
(i) to the extent that the recipient is required to disclose Confidential Information under any law, statute or
regulation, or any order of any court or other governmental authority; or (ii) to the disclosure of Confidential
Information to the recipient's counsel, accountants, or other professional advisors.

(d) Injunctive Relief. The parties acknowledge that it will be impossible to measure in money the damage to the
disclosor caused by any failure to comply with the covenants set forth in this Section, that each such covenant is
material, and that in the event of any such failure the disclosor will not have an adequate remedy at law or in
damages. Therefore, the recipient consents to the issuance of an injunction or the enforcement of other equitable
remedies against it, without bond or other security, to compel performance of all of the terms of this Section, and
waive the defense of the availability of relief in damages.

SECTION 2: RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS

2.1 RESTRICTIONS ON TRANSFERABILITY. The Series A Shares and the Conversion Stock (as defined
below) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 2,
which conditions are intended to ensure compliance with the provisions of the Securities Act. All holders of
Restricted Securities shall cause any proposed purchaser, assignee, transferee or pledgee of any such shares held
by it to agree to take and hold such securities subject to the provisions and upon the conditions specified in this
Section 2.

2.2 DEFINITIONS. As used in this Agreement, the following terms shall have the following respective meanings:

(a) "Commission" means the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

(b) "Conversion Stock" means the Ordinary Shares issued or issuable pursuant to conversion of the Series A
Shares.

(c) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(d) "Founders Shares" means any Ordinary Shares held by any Founder.

(e) "Holder" means the Investor or Founder holding Registrable Securities, and any other person holding
Registrable Securities to whom registration rights under this Section 2 have been transferred in accordance with
Section 2.13 hereof.

                                                        -2-
(f) "Initiating Holders" mean (i) with respect to Section 2.5 hereof (demand registration), the holders of at least
30% of the Registrable Securities; and (ii) with respect to Section 2.7 hereof (S-3 registration), the holders of at
least 20% of the Registrable Securities.

(g) "Registrable Securities" mean: (i) the Conversion Stock and any Ordinary Shares of the Company issued or
issuable in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, or similar event,
or any Ordinary Shares otherwise issuable with respect to the Conversion Stock, and (ii) the Founders Shares
and any Ordinary Shares issued in respect of the Founders Shares upon any stock split, stock dividend,
recapitalization or similar event, or any Ordinary Shares otherwise issued or issuable with respect to the Founders
Shares. Shares of Ordinary Shares or other securities shall only be treated as Registrable Securities if and so long
as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public
securities transaction, or sold or are available for sale in a single sale in the opinion of counsel for the Company in
a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (other than
a sale under Rule 144(k) promulgated under the Securities Act) so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale.

(h) "Register," "registered" and "registration" refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.

(i) "Registration Expenses" mean all expenses, except as otherwise stated below, incurred by the Company in
complying with this Section 2, including all registration, qualification and filing fees, printing expenses, escrow
fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special
audits incident to or required by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company) and the reasonable fees and disbursements of
one special counsel for Holders (not to exceed $35,000).

(j) "Restricted Securities" mean the securities of the Company required to bear the legend set forth in Section 2.3
hereof.

(k) "Securities Act" means the Securities Act of 1933, as amended, any similar federal statute and the rules and
regulations of the Commission thereunder, or the securities laws of such other jurisdiction as may be applicable,
all as the same shall be in effect at the time.

(l) "Selling Expenses" mean all underwriting discounts, selling commissions and stock transfer taxes applicable to
the securities registered by the Holders and, except as set forth above, all reasonable fees and disbursements of
counsel for such Holders.

2.3 RESTRICTIVE LEGENDS. Each certificate representing (i) Series A Shares, (ii) the Conversion Stock and
(iii) any other securities issued in respect of the Series A Shares or the Conversion Stock upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the
provisions of Section 2.4 below) be stamped or otherwise imprinted with a legend in the following form, and such
other legends required by the Company:

                                                          -3-
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT") OR OTHER APPLICABLE SECURITIES LAWS.
SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT IS
IN EFFECT AS TO SUCH TRANSFER OR (B) PURSUANT TO RULE 144 OR OTHER APPLICABLE
SECURITIES LAWS, OR (C) IN THE OPINION OF THE COMPANY, REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR SUCH
OTHER APPLICABLE SECURITIES LAWS."

"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF
CERTAIN DOCUMENTS, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY."

All holders of Restricted Securities consent to the Company making a notation on its records and giving
instructions to any transfer agent of the Series A Shares or the Ordinary Shares in order to implement the
restrictions on transfer established in this Section 2.

2.4 NOTICE OF PROPOSED TRANSFERS. The holder of each certificate representing Restricted Securities
by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.4. Prior to any
proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a
change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted
Securities by the holder to any of its partners, or retired partners, or to the estate of any of its partners or retired
partners, or (iii) in transactions in compliance with Rule 144), unless there is in effect a registration statement
under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall
describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail,
and shall be accompanied, at such holder's expense by either
(i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably
satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Restricted
Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the
Commission to the effect that the transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder
of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms
of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate
restrictive legend set forth in Section 2.3 above, except that such certificate shall not bear such restrictive legend
if, in the opinion of counsel for such holder and the Company, such legend is not required in order to establish
compliance with any provision of the Securities Act.

2.5 REQUESTED REGISTRATION.

                                                         -4-
(a) Request for Registration. In case the Company shall receive from Initiating Holders on an aggregated basis, a
written request that the Company effect any registration, qualification or compliance with respect to Registrable
Securities and the anticipated aggregate offering price, net of underwriting discounts and commissions would
exceed $7,500,000, the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders, if
any; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including,
without limitation, appropriate qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of
all or such portion of such Registrable Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holder joining in such request as are specified in a written request
received by the Company within 20 days after receipt of such written notice from the Company;

Provided, however, that the Company shall not be obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Section 2.5:

(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service
of process in effecting such registration, qualification or compliance unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities Act;

(2) Prior to 3 months after the effective date of the Company's first registered public offering of its stock or the
third anniversary of the date of the initial purchase of Series A Shares by the Investor, whichever is earlier;

(3) During the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending
on the date 6 months immediately following the effective date of, any registration statement pertaining to securities
of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee
benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective;

(4) After the Company has effected two such registrations pursuant to this Section 2.5(a), and such registrations
have been declared or ordered effective (provided however that for any registration for which the holders of 50%
or more of the Series A Shares have affirmatively refused to initiate as Initiating Holders, such registration shall
not be counted against such two demand registrations with respect to the holders of the Series A Shares); or

(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that
in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its
members for a registration statement to be filed in the near future, then the Company's obligation to use its best
efforts to register, qualify or comply under this Section 2.5 shall be deferred for a period not to exceed 120 days
from the date of receipt of

                                                         -5-
written request from the Initiating Holders, provided that the Company may not exercise this deferral right more
than once per twelve month period.

Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or
requests of the Initiating Holders.

(b) Underwriting. In the event that a registration pursuant to
Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise each Holder
as part of the notice given pursuant to
Section 2.5(a)(i). In such event, the right of any Holder to registration pursuant to Section 2.5 shall be
conditioned upon such Holder's participation in the underwriting arrangements required by this Section 2.5, and
the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to
the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the managing underwriter selected for such
underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval.
Notwithstanding any other provision of this Section 2.5, if the managing underwriter advises the Initiating Holders
in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company
shall so advise all Holders and the number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated, among all Holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement.
No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall
be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.
Notwithstanding the foregoing, in the event that any such underwriter cutback will cause the cutback of 50% or
more of the Registrable Securities of the holders of the Series A Shares requested to be included in such
registration, then the holders of the Series A Shares may elect to have excluded from such registration the
Registrable Securities of all holders of Series A Shares. Such election shall be by the affirmative vote of the
holders of 50% or more of the Series A Shares and shall be effective for all holders of Series A Shares. In such
case, the number of demand registrations available to the holders of Series A Shares shall not be reduced by such
registration.

If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities
and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities
shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such
other shorter period of time as the underwriters may require.

2.6 COMPANY REGISTRATION.

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its
securities, either for its own account or the account of a security holder,

                                                          -6-
other than: (x) a registration relating solely to employee benefit plans, or (y) a registration relating solely to a
Commission Rule 145 transaction, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all Registrable Securities specified in a written request or requests, made within 20
days after receipt of such written notice from the Company, by the Holders thereof.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving
an underwriting, the Company shall so advise the Holders as a part of the written notice above. In such event the
right of the Holders to registration shall be conditioned upon their participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the extent provided herein. Holders proposing to
distribute securities through such underwriting shall (together with the Company and the other persons distributing
their securities through such underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of
this Section 2, if the managing underwriter determines that marketing factors require a limitation of the number of
shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such
registration: (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other
offering, to an amount no less than 30% of all shares to be included in such offering. The Company shall so advise
the Holders and the number of shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the Registration Statement. To facilitate the allocation of
shares in accordance with the above provisions, the Company may round the number of shares allocated to any
Holder to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a
public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such
other shorter period of time as the underwriters may require.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration
initiated by it under this
Section 2 prior to the effectiveness of such registration whether or not a Holder has elected to include securities in
such registration.

2.7 REGISTRATION ON FORM S-3.

(a) Two S-3 Requests. If Initiating Holders request that the Company file a registration statement on Form S-3
(or any successor form) for a public offering of shares of the Registrable Securities the reasonably anticipated
aggregate price to the public of which, net of underwriting discounts and commissions, would equal at least
$500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such
an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the
offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as a Holder

                                                          -7-
may reasonably request. The Company shall not be required to effect more than 2 registrations pursuant to this
Section 2.7 in any 12 month period. The Company shall inform other Holders, if any, of the proposed registration
and offer them the opportunity to participate.

(b) Underwriting. The substantive provisions of Section 2.5(b) shall be applicable to each registration initiated
under this Section 2.7.

(c) Exceptions to S-3 Requirement. Notwithstanding the foregoing, the Company shall not be obligated to take
any action pursuant to this Section 2.7: (i) in any particular jurisdiction in which the Company would be required
to execute a general consent to service of process in effecting such registration, qualification or compliance unless
the Company is already subject to service in such jurisdiction and except as may be required by the Securities
Act; (ii) if the Company, within 10 days of the receipt of the request of the Initiating Holders, gives notice of its
bona fide intention to effect the filing of a registration statement with the Commission within 90 days of receipt of
such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering
solely to employees or any other registration which is not appropriate for the registration of Registrable
Securities); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of,
and ending on the date 6 months immediately following, the effective date of any registration statement pertaining
to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to
cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a
certificate signed by the President or CEO of the Company stating that in the good faith judgment of the Board of
Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be
filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed 120 days from the receipt of the request to file such registration by the
Holder, provided that the Company may not exercise this deferral right more than once per 12 month period.

2.8 EXPENSES OF REGISTRATION. All Registration Expenses incurred in connection with all registrations
pursuant to this Section 2 shall be borne by the Company. All Selling Expenses relating to securities registered on
behalf of the Holders shall be borne by them pro rata on the basis of the number of shares so registered.

2.9 REGISTRATION PROCEDURES. In the case of each registration, qualification or compliance effected by
the Company pursuant to this Section 2, the Company will keep each Holder advised in writing as to the initiation
of each registration, qualification and compliance and as to the completion thereof. At its expense the Company
will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best
efforts to cause such registration statement to become and remain effective for at least 180 days or until the
distribution described in the Registration Statement has been completed.

(b) Furnish to the Holders participating in such registration and to the underwriters of the securities being
registered such reasonable number of copies of the registration statement,

                                                          -8-
preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities.

2.10 INDEMNIFICATION. The Company will indemnify each Holder, each of its officers, directors, trustees
and partners, and each person controlling the Holder within the meaning of Section 15 of the Securities Act, with
respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each
underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including
any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement,
prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of the Securities Act or any state
securities law or any rule or regulation promulgated thereunder applicable to the Company in connection with any
such registration, qualification or compliance, and the Company will reimburse the Holder, each of its officers,
trustees and directors, and each person controlling the Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or action; provided that the Company
will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of
or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon
and in conformity with written information furnished to the Company by an instrument duly executed by the
Holder, controlling person or underwriter and stated to be specifically for use therein; and provided, further, that
the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue
statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with
the Commission at the time the registration statement becomes effective or the amended prospectus filed with the
Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the
benefit of any underwriter or any holder, if there is no underwriter, if a copy of the Final Prospectus was not
furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required
by the Securities Act.

(a) Each Holder will, if Registrable Securities held by it are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such a registration statement, each person who
controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other
Holder, each of its officers, trustees and directors and each person controlling it within the meaning of Section 15
of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse the Company, such Holders, such directors, officers, trustees, persons, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage,

                                                         -9-
liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the
foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged
untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at
the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall
not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final
Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Securities Act. Notwithstanding the foregoing, the liability of the Holder under this
Section shall be limited in an amount equal to the initial public offering price of the shares sold by such Holder.

(b) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party shall have the option to
assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2
unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such
action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there
is a conflict of interest or separate and different defenses. No claim may be settled without the consent of the
Indemnifying Party (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

2.11 INFORMATION BY HOLDERS. Holders of Registrable Securities included in any registration shall
furnish to the Company such information regarding them, the Registrable Securities held by them and the
distribution proposed by them as the Company may request in writing and as shall be required in connection with
any registration, qualification or compliance referred to in this Section 2.

2.12 RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of
the Commission which may at any time permit the sale of Restricted Securities to the public without registration,
after such time as a public market exists for the Ordinary Shares of the Company, the Company agrees to use its
best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Exchange Act;

                                                        - 10 -
(b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such
reporting requirements); and

(c) So long as a Holder owns any Restricted Securities to furnish to it forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days
after the effective date of the first registration statement filed by the Company for an offering of its securities to the
general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other
reports and documents of the Company and other information in the possession of or reasonably obtainable by
the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission
allowing such holder to sell any such securities without registration.

2.13 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to register securities
granted the Investor under this Section 2 may be assigned to a transferee reasonably acceptable to the Company
in connection with any transfer or assignment of Registrable Securities provided that: (i) such transfer may
otherwise be effected in accordance with applicable securities laws, (ii) such assignee or transferee agrees to be
bound by the terms and conditions of this Agreement, (iii) such assignee or transferee acquires at least 25% of the
outstanding Registrable Securities; and (iv) such assignee or transferee is not a competitor of the Company, as
determined in the Company's reasonable discretion.

2.14 STANDOFF AGREEMENT. In connection with the Company's initial public offering of the Company's
securities, the Holder agrees, upon request of the Company or the underwriters managing any underwritten
offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed 180 days) from the effective date of such registration as may be requested by the underwriters; provided
that the founders, officers and directors of the Company who own shares of the Company also agree to such
restrictions.

2.15 TERMINATION. The rights to cause the Company to register securities granted to Holders under this
Section 2 shall expire upon the earlier of 7 years after the consumation of a firm commitment underwritten public
offering of the Company's Ordinary Shares registered under the Secuities Act which results in aggregate net
proceeds to the Company of at least US$10,000,000 and a price per share of at least US$3.12; or, for a
particular Holder, at such time as such Holder is able to dispose of all such securities in one 3-month period
pursuant to Rule 144.

2.16 FUTURE REGISTRATION RIGHTS. The Company hereby covenants that it shall not grant registration
rights in respect of any capital stock of the Company to any person or entity other than as set forth herein, unless
such registration rights are subordinate to the registration rights granted to the Holders hereunder, or unless 50%
or more of Holders consent in writing to such grant of equal or superior registration rights.

                                                         - 11 -
2.17 NON-U.S. REGISTRATIONS. In connection with any registration requiring compliance with the laws of
any jurisdiction outside the United States, Company shall use commercially reasonable efforts to comply with all
applicable laws and to satisfy such requirements or obligations as may exist in accordance with custom in such
jurisdiction and shall comply with all obligations equivalent to those specified in this Section 2.

SECTION 3: RIGHT OF FIRST REFUSAL FOR ISSUE OF NEW SECURITIES.

3.1 INVESTORS' RIGHT OF FIRST REFUSAL. The Company hereby grants to the Investor the right of first
refusal to purchase a Pro Rata Share of any New Securities (as defined in this Section) which the Company may,
from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right of first refusal, is the
ratio that the sum of the number of Ordinary Shares then held by the Investor and the number of Ordinary Shares
issuable upon conversion of the Series A Shares then held by the Investor bears to the sum of the total number of
Ordinary Shares then outstanding and the number of Ordinary Shares issuable upon conversion of the then
outstanding Preference Stock, assuming the exercise of all outstanding options, warrants and other rights and the
issuance of all shares reserved for issuance to employees under any equity plan.

3.2 NEW SECURITIES. Except as set forth below, "New Securities" shall mean any shares of capital stock of
the Company including Ordinary Shares and Preference Shares, whether now authorized or not, and rights,
options or warrants to purchase said shares of Ordinary Shares or Preference Shares, and securities of any type
whatsoever that are, or may become, convertible into said shares of Ordinary Shares or Preference Shares.
Notwithstanding the foregoing, "New Securities" does not include (i) shares to be issued to employees and
directors pursuant to plans, agreements and arrangements approved by the Board of Directors; (ii) shares issued
to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or
similar transactions; (iii) the Series A Shares, including Conversion Stock; (iv) securities offered to the public
generally pursuant to a registration statement under the Securities Act; (v) securities issued pursuant to the
acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other
reorganization whereby the Company or its shareholders own not less than 51% of the voting power of the
surviving or successor corporation;
(vi) stock issued pursuant to any rights or agreements including without limitation convertible securities, options
and warrants, provided that the rights of first offer established by this Section apply with respect to the initial sale
or grant by the Company of such rights or agreements; and (vii) stock issued in connection with any stock split,
stock dividend or similar transactions by the Company.

3.3 NOTICE. In the event the Company proposes to undertake an issuance of New Securities, it shall give the
Investor written notice of its intention, describing the type of New Securities, and the price and terms upon which
the Company proposes to issue the same. The Investor shall have 15 days from the date of receipt of any such
notice to agree to purchase up to its Pro Rata Share of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities
to be purchased.

3.4 INVESTOR'S FAILURE TO EXERCISE RIGHT. If the Investor fails to exercise the right of first refusal
within said 15 day period, the Company shall have 90 days thereafter to sell or enter into an agreement (pursuant
to which the sale of New Securities covered thereby shall be closed, if at all, within 60 days from the date of said
agreement) to sell the New Securities not elected to be

                                                         - 12 -
purchased by the Investor at the price and upon the terms no more favorable to the purchasers of such securities
than specified in the Company's notice. In the event the Company has not sold the New Securities or entered into
an agreement to sell the New Securities within said 90 day period (or sold and issued New Securities in
accordance with the foregoing within 60 days from the date of said agreement), the Company shall not thereafter
issue or sell any New Securities, without first offering such securities in the manner provided above.

3.5 NO ASSIGNMENTS. The right of first refusal hereunder is not assignable except to a purchaser that
acquires 100% of the Investor's Series A Shares and Conversion Stock.

3.6 COMPANY'S FAILURE TO GIVE NOTICE. If the Company has not given notice to the Investor prior to
the issuance of New Securities as provided above, then the Company shall give notice to the Investor within 20
days after the issuance of New Securities. Such notice shall describe the type, price and terms of the New
Securities. The Investor shall have 15 days from the date of receipt of such notice to elect to purchase its Pro
Rata Share of New Securities. The Pro Rata Shares shall be calculated giving effect to the sale of the New
Securities. The closing of such sale shall occur within 30 days of the date of notice to the Investor.

SECTION 4: TERMINATION.

This Agreement shall terminate and be of no force or effect upon: (i) the effectiveness of the Company's initial
underwritten public offering of at least $10,000,000 at an offering price of at least $3.12; or (ii) upon an
acquisition of the Company by merger or other reorganization whereby the Company's shareholders, directly or
indirectly, own less than 51% of the voting power of the surviving or successor corporation. Notwithstanding the
foregoing, the provisions of Section 2 (with respect to restrictions on transfer and registration) shall terminate as
set forth in Section 2. Section 1.2 (confidential information) shall survive termination of this Agreement.

SECTION 5: MISCELLANEOUS

5.1 NOTICES. All notices and other communications required or permitted hereunder shall be in writing and
shall be mailed by registered or certified mail, postage prepaid in the U.S. or by overnight courier to overseas, or
otherwise delivered by hand or by messenger, (i) addressed to the Investor or the holder of shares subject to this
Agreement, at such person's address of record as it appears on the books of the Company or at such other
address as such person shall have furnished to the Company in writing, or until any such person so furnishes an
address to the Company, then to the address of the last holder of such shares who has so furnished an address to
the Company, or (ii) if to the Company, to its principal executive office.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having
been given when delivered if delivered personally or by overnight courier, or, if sent by mail, at the earlier of its
receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the
United States mail, addressed and mailed as aforesaid.

5.2 WAIVERS AND AMENDMENTS. This Agreement and all its terms may be changed, waived, discharged
or terminated solely in writing signed by the parties to such waiver or amendment. No delay or omission to
exercise any right, power or remedy accruing under this Agreement shall impair any such right, power or remedy,
nor shall it be construed to be a waiver or

                                                       - 13 -
acquiescence, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring.

5.3 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Delaware, without
reference to conflicts of laws principles thereof.

5.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

5.5 ENTIRE AGREEMENT. This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof.

5.6 SEVERABILITY OF THIS AGREEMENT. If any provision of this Agreement shall be judicially determined
to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

5.7 COUNTERPARTS. This Agreement may be executed in counterparts, all of which together shall constitute
one instrument.

                                                        - 14 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.



By:______________________________ Name:


                                                  Title:
* INVESTOR RIGHTS AGREEMENT *
                                    INVESTOR SIGNATURE PAGE

IN WITNESS WHEREOF, Investor has read and understands the Investor Rights Agreement to which this
Investor Signature Page is attached, and has executed this Investor Rights Agreement this ______________,
2000.


Name of Investor (Print)

By:______________________________
Name:
Title:



Address of Investor
                                    FOUNDER SIGNATURE PAGE

IN WITNESS WHEREOF, Founder has read and understands the Investor Rights Agreement to which this
Founder Signature Page is attached, and has executed this Investor Rights Agreement this ______________,
2000.


Name of Founder (Print)


Signature



Address of Founder
                                                EXHIBIT 10.6

                                                 51JOB, INC.

                            CODE OF BUSINESS CONDUCT AND ETHICS

I. INTRODUCTION

This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of
business conduct. All directors, officers and other employees (collectively, the "Covered Persons") are expected
to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day
activities and comply with all applicable policies and procedures.

Because the principles described in this Code of Business Conduct and Ethics are nonexhaustive and general in
nature, you should also review all applicable Company policies and procedures for more specific instruction.

Nothing in this Code of Business Conduct and Ethics, in any Company policies and procedures, or in other
related communications (verbal or written) creates or implies an employment contract or term of employment.

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of
Business Conduct and Ethics is subject to modification. This Code of Business Conduct and Ethics supersedes all
other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the
extent they are inconsistent.

Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and return the form
to the Chief Compliance Officer indicating that you have received, read, understand and agree to comply with the
Code of Business Conduct and Ethics. The signed acknowledgment form will be located in your personnel file.

II. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS

A. GENERAL STANDARDS OF CONDUCT

The Company expects all Covered Persons to exercise good judgment to ensure the safety and welfare of the
Company and the Covered Persons and to maintain a cooperative, efficient, positive, harmonious and productive
work environment and business organization. These standards apply while working on our premises, at offsite
locations where our business is being conducted, at Company-sponsored business and social events, or at any
other place where you are a representative of the Company. Covered Persons who engage in misconduct or
whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You
should review our employment handbook for more detailed information.
B. APPLICABLE LAWS

All Covered Persons must comply with all applicable laws, regulations, rules and regulatory orders of any
relevant jurisdiction. Company employees located outside of the United States must comply with laws,
regulations, rules and regulatory orders of the United States, including without limitation the Foreign Corrupt
Practices Act, in addition to applicable local laws. Each employee, agent and contractor must acquire
appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize
potential dangers and to know when to seek advice from the Chief Compliance Officer on specific Company
policies and procedures. Violations of laws, regulations, rules and orders may subject the employee, agent or
contractor to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations
may also subject the Company to civil or criminal liability or the loss of business.

C. CONFLICTS OF INTEREST

Each of us has a responsibility to the Company, our stockholders and each other. Although this duty does not
prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where
a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different
individuals and organizations. We should always strive to avoid even the appearance of impropriety.

What constitutes a conflict of interest? A conflict of interest exists where the interests or benefits of one person or
entity conflict with the interests or benefits of the Company. Examples include:

(i) EMPLOYMENT/OUTSIDE EMPLOYMENT. In consideration of your employment with the Company, you
are expected to devote your full attention to the business interests of the Company. Subject to the terms of your
employment contract with the Company and except where applicable laws, rules or regulations otherwise
provide, you are prohibited from engaging in any activity that interferes with your performance or responsibilities
to the Company or is otherwise in conflict with or prejudicial to the Company. Our policies prohibit any
employee from accepting simultaneous employment with a Company supplier, customer, developer or
competitor, or from taking part in any activity that enhances or supports a competitor's position. Additionally, you
must disclose to the Company any interest that you have that may conflict with the business of the Company. If
you have any questions on this requirement, you should contact your supervisor or the Chief Compliance Officer.

(ii) OUTSIDE DIRECTORSHIPS. It is a conflict of interest to serve as a director of any company that competes
with the Company. Although you may serve as a director of a Company supplier, customer, developer, or other
business partner, our policy requires that you first obtain approval from the Chief Compliance Officer and the
Nominating and Corporate Governance Committee before accepting a directorship. Any compensation you
receive should be commensurate to your responsibilities. Such approval may be conditioned upon the completion
of specified actions.

                                                           2
(iii) BUSINESS INTERESTS. If you are considering investing in a Company customer, supplier, developer or
competitor, you must first take great care to ensure that these investments do not compromise your
responsibilities to the Company. Many factors should be considered in determining whether a conflict exists,
including the size and nature of the investment; your ability to influence the Company's or the other company's
decisions; your access to confidential information of the Company or of the other company; and the nature of the
relationship between the Company and the other company.

(iv) RELATED PARTIES. As a general rule, you should avoid conducting Company business with related
parties, that is, with a relative or significant other, or with a business in which a relative or significant other is
associated in any significant role. Relatives include spouse, sister, brother, daughter, son, mother, father,
grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include
persons living in a spousal (including same sex) or familial fashion with an employee. Related parties also include
organizations and entities with which the Company's executive officers or directors have a material relationship or
affiliation ("Affiliates"). Because the possibility that a conflict of interest may exist is greatest when executive
officers or directors or their Affiliates are involved in a business transaction with the Company, the Company
generally discourages the conduct of the Company's business with such parties.

If such a related party transaction is unavoidable, you must fully disclose the nature of the related party
transaction to the Company's Chief Compliance Officer. If determined to be material to the Company by the
Chief Compliance Officer, the Chief Compliance Officer and the Nominating and Corporate Governance
Committee must review and approve in writing in advance such related party transactions. The most significant
related party transactions, particularly those involving the Company's executive officers or directors or their
Affiliates, must be reviewed and approved in writing in advance by the Chief Compliance Officer and the
Nominating and Corporate Governance Committee. The Company must report all such material related party
transactions under applicable accounting rules, Federal securities laws, SEC rules and regulations, and securities
market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is
given to such dealings.

The Company also discourages the employment of relatives and significant others in positions or assignments
within the same department and prohibits the employment of such individuals in positions that have a financial
dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The
purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question
arises about whether a relationship is covered by this policy, the Chief Compliance Officer is responsible for
determining whether an applicant's or transferee's acknowledged relationship is covered by this policy. The Chief
Compliance Officer shall advise all affected applicants and transferees of this policy. Willful withholding of
information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to
and including termination. If a prohibited relationship exists or develops between two employees, the employee in
the senior position must bring this to the attention of his/her supervisor. The Company retains the prerogative to
separate the individuals at the earliest possible time, either by reassignment or by termination, if necessary.

                                                          3
(v) OTHER SITUATIONS. Because other conflicts of interest may arise, it would be impractical to attempt to
list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind you
should consult the Chief Compliance Officer.

D. CORPORATE OPPORTUNITIES

Officers, directors and employees owe a duty to the Company to advance the Company's legitimate interests to
the best of their abilities. Covered Persons may not exploit for their own personal gain opportunities that are
discovered through the use of corporate property, information or position or which arise as a result of his or her
position within the Company unless the opportunity is disclosed fully in writing to the Company's Board of
Directors and the Board of Directors declines to pursue such opportunity.

E. OBLIGATIONS UNDER SECURITIES LAWS - "INSIDER" TRADING AND OTHER MARKET
MISCONDUCT

Obligations under the U.S. securities laws on insider trading apply to everyone. In the normal course of business,
the Covered Persons may come into possession of significant, sensitive information. This information is the
property of the Company -- you have been entrusted with it. You may not profit from it by buying or selling
securities yourself, or passing on the information to others to enable them to profit or for them to profit on your
behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that
the misuse of sensitive information is contrary to Company policy and U.S. securities laws.

Under U.S. securities laws, insider trading is a crime, penalized by fines of up to US$5,000,000 and 20 years in
jail for individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits
made or losses avoided from the trading. Insider traders must also disgorge any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in
private lawsuits.

Employers and other controlling persons (including supervisory personnel) are also at risk under U.S. securities
laws. Controlling persons may, among other things, face penalties of the greater of US$5,000,000 or three times
the profits made or losses avoided by the trader if they recklessly fail to take preventive steps to control insider
trading.

Thus, it is important both to you and the Company that insider-trading violations not occur. You should be aware
that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S.
federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider
trading rules are strictly enforced, even in instances when the financial transactions seem small. You should
contact the Chief Compliance Officer if you are unsure as to whether or not you are free to trade.

The Company has imposed a trading blackout period on members of the Board of Directors, executive officers
and certain designated employees who, as a consequence of their position with the Company, are more likely to
be exposed to material nonpublic information about the Company. These directors, executive officers and
employees generally may not trade in Company securities during the blackout period.

                                                           4
F. PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

No Covered Person, directly or indirectly, sell any equity security, including derivatives, of the Company if he or
she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale
(a "short sale against the box") within twenty days thereafter, or does not within five days after such sale deposit it
in the mails or other usual channels of transportation. No Covered Person may engage in short sales. A short
sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Company's
stock price. While employees who are not executive officers or directors are not prohibited by law from engaging
in short sales of Company's securities, the Company has adopted a policy that employees may not do so.

G. USE OF COMPANY'S ASSETS

(i) GENERAL. Protecting the Company's assets is a key fiduciary responsibility of every employee, agent and
contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or
donated, without appropriate authorization. All Covered Persons are responsible for the proper use of Company
assets, and must safeguard such assets against loss, damage, misuse or theft. Covered Persons who violate any
aspect of this policy or who demonstrate poor judgment in the manner in which they use any Company asset may
be subject to disciplinary action, up to and including termination of employment or business relationship at the
Company's sole discretion. Company equipment and assets are to be used for Company business purposes only.
Covered Persons may not use Company assets for personal use, nor may they allow any other person to use
Company assets. Employees who have any questions regarding this policy should bring them to the attention of
the Chief Compliance Officer.

(ii) PHYSICAL ACCESS CONTROL. The Company has and will continue to develop procedures covering
physical access control to ensure privacy of communications, maintenance of the security of the Company
communication equipment, and safeguard Company assets from theft, misuse and destruction. You are personally
responsible for complying with the level of access control that has been implemented in the facility where you
work on a permanent or temporary basis. You must not defeat or cause to be defeated the purpose for which the
access control was implemented.

(iii) COMPANY FUNDS. Every Company employee is personally responsible for all Company funds over
which he or she exercises control. Company agents and contractors should not be allowed to exercise control
over Company funds. Company funds must be used only for Company business purposes. Every Company
employee, agent and contractor must take reasonable steps to ensure that the Company receives good value for
Company funds spent, and must maintain accurate and timely records of each and every expenditure. Expense
reports must be accurate and submitted in a timely manner. Covered Persons must not use Company funds for
any personal purpose.

(iv) COMPUTERS AND OTHER EQUIPMENT. The Company strives to furnish employees with the
equipment necessary to efficiently and effectively do their jobs. You must care for that equipment and use it
responsibly only for Company business purposes. If you use

                                                          5
Company equipment at your home or off site, take precautions to protect it from theft or damage, just as if it
were your own. If the Company no longer employs you, you must immediately return all Company equipment.
While computers and other electronic devices are made accessible to employees to assist them to perform their
jobs and to promote Company's interests, all such computers and electronic devices, whether used entirely or
partially on the Company's premises or with the aid of the Company's equipment or resources, must remain fully
accessible to the Company and, to the maximum extent permitted by law, will remain the sole and exclusive
property of the Company.

Covered Persons should not maintain any expectation of privacy with respect to information transmitted over,
received by, or stored in any electronic communications device owned, leased, or operated in whole or in part by
or on behalf of the Company. To the extent permitted by applicable law, the Company retains the right to gain
access to any information received by, transmitted by, or stored in any such electronic communications device, by
and through its employees, agents, contractors, or representatives, at any time, either with or without an
employee's or third party's knowledge, consent or approval.

(v) SOFTWARE. All software used by employees to conduct Company business must be appropriately
licensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on
the road, since doing so may constitute copyright infringement and may expose you and the Company to potential
civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the employee
to disciplinary action, up to and including termination. The Company's IT staff will inspect Company computers
periodically to verify that only approved and licensed software has been installed. Any non-licensed/supported
software will be removed.

(vi) ELECTRONIC USAGE. The purpose of this policy is to make certain that employees utilize electronic
communication devices in a legal, ethical, and appropriate manner. This policy addresses the Company's
responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the
organization, including computers, e-mail, connections to the Internet, intranet and extranet and any other public
or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information
concerning the Company's products or business on the Internet without the prior written consent of the Chief
Compliance Officer is prohibited. Any other form of electronic communication used by employees currently or in
the future is also intended to be encompassed under this policy. It is not possible to identify every standard and
rule applicable to the use of electronic communications devices. Employees are therefore encouraged to use
sound judgment whenever using any feature of our communications systems.

H. FAIR AND TIMELY DISCLOSURE IN PUBLIC REPORTING AND COMMUNICATIONS

The Company's principal executive officer, principal financial officer, principal accounting officer or controller,
and any other officer involved in the preparation of the Company's financial statements, public reports or
communications (collectively, the "Senior Financial Officers"), are responsible for ensuring that such financial
statements, public reports or communications contain disclosure that is full, fair, accurate, timely and
understandable. In that

                                                          6
regard, the Senior Financial Officers are responsible for establishing and maintaining effective disclosure controls
and procedures and internal controls and procedures for financial reporting.

I. MAINTAINING AND MANAGING RECORDS

The purpose of this policy is to set forth and convey the Company's business and legal requirements in managing
records, including all recorded information regardless of medium or characteristics. Records include paper
documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. The
Company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain
certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to
comply with such guidelines can be severe for the Covered Person, and failure to comply with such guidelines
may subject the Covered Person to disciplinary action, up to and including termination of employment or business
relationship at the Company's sole discretion.

J. PAYMENT PRACTICES

(i) ACCOUNTING PRACTICES. The Company's responsibilities to its stockholders and the investing public
require that all transactions be fully and accurately recorded in the Company's books and records in compliance
with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate
supporting documentation and approval are strictly prohibited and violate Company policy and the law.
Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the
transaction and be processed in a timely fashion.

(ii) POLITICAL CONTRIBUTIONS. The Company reserves the right to communicate its position on important
issues to elected representatives and other government officials. It is the Company's policy to comply fully with all
applicable laws, rules and regulations regarding political contributions. The Company's funds or assets must not
be used for, or be contributed to, political campaigns or political practices under any circumstances without the
prior written approval of the Company's Chief Compliance Officer and, if required, the Board of Directors.

(iii) PROHIBITION OF INDUCEMENTS. Under no circumstances may any Covered Person offer to pay,
make payment, promise to pay, or issue authorization to pay any money, gift, or anything of value to customers,
vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business
decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not
excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy should be directed to the Chief Compliance Officer.

K. FOREIGN CORRUPT PRACTICES ACT

The Company requires full compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") by all Covered
Persons.

                                                          7
The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise
to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political
party, candidate or official, for the purpose of: influencing any act or failure to act, in the official capacity of that
foreign official or party; or inducing the foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or direct business to anyone.

Therefore, all Covered Persons whether located in the United States or abroad, are responsible for FCPA
compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are
expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical
and professional standards of the Company. FCPA compliance includes the Company's policy on Maintaining
and Managing Records in Section III.I of this Code of Business Conduct and Ethics.

Laws in most countries outside of the United States also prohibit or restrict government officials or employees of
government agencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in which a government official or employee
holds a significant interest, without the prior approval of the Chief Compliance Officer.

IV. RESPONSIBILITIES TO OUR CUSTOMERS

A. CUSTOMER RELATIONSHIPS

If your job puts you in contact with any Company customers or potential customers, it is critical for you to
remember that you represent the Company to the people with whom you are dealing. Act in a manner that
creates value for our customers and helps to build a relationship based upon trust. The Company and its
employees have provided products and services for many years and have built up significant goodwill over that
time. This goodwill is one of our most important assets, and the Covered Persons must act to preserve and
enhance our reputation.

B. PAYMENTS OR GIFTS FROM OTHERS

Under no circumstances may Covered Persons accept any offer, payment, promise to pay, or authorization to
pay any money, gift, or anything of value from customers, vendors, consultants, etc. that is perceived as intended,
directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or
opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this
policy. Questions regarding whether a particular payment or gift violates this policy are to be directed to the Chief
Compliance Officer.

Gifts given by the Company to suppliers or customers or received from suppliers or customers should always be
appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety.
The nature and cost must always be accurately recorded in the Company's books and records.

                                                            8
C. GOVERNMENT RELATIONS

It is the Company's policy to comply fully with all applicable laws and regulations governing contact and dealings
with government employees and public officials, and to adhere to high ethical, moral and legal standards of
business conduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable
laws, rules and regulations. If you have any questions concerning government relations you should contact the
Chief Compliance Officer.

V. REPORTING AND ACCOUNTABILITY

Ethical business conduct is critical to our business. As a Covered Person, your responsibility is to respect and
adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these
laws and regulations can create significant liability for you, the Company, its directors, officers, and other
employees.

                                         As a Covered Person, you must:

- annually affirm to the Board of Directors that you have complied with the requirements of this Code of Business
Conduct and Ethics;

- not retaliate against any employee or Covered Person or their affiliated persons for reports of potential
violations that are made in good faith;

- notify the Chief Compliance Officer of the Company promptly if you know of any violation of this Code of
Business Conduct and Ethics. Failure to do so is itself a violation of this Code of Business Conduct and Ethics;
and

- report at least annually any change in your affiliations from the prior year.

The Chief Compliance Officer is responsible for applying this Code of Business Conduct and Ethics to specific
situations in which questions are presented under it and has the authority to interpret this Code of Business
Conduct and Ethics in any particular situation. However, notwithstanding the foregoing, the Board of Directors is
responsible for granting waivers and determining sanctions, as appropriate, and any approvals, interpretations or
waivers sought by the Company's principal executive officers or directors will be considered by the Board of
Directors as provided below.

The Company will follow these procedures in investigating and enforcing this Code of Business Conduct and
Ethics:

- the Chief Compliance Officer will take any action he considers appropriate to investigate any actual or potential
violations reported to him;

- if, after such investigation, the Chief Compliance Officer believes that no violation has occurred, the Chief
Compliance Officer shall meet with the person reporting the violation for the purposes of informing such person of
the reason for not taking action;

                                                           9
- any matter that the Chief Compliance Officer believes is a violation will be reported to the Board of Directors;

- if the Board of Directors concurs that a violation has occurred, it will consider appropriate action, which may
include review of, and appropriate modifications to, applicable policies and procedures; a recommendation to
dismiss the Covered Person; or dismissal of the Covered Person as an officer of the Company;

- the Board of Directors will be responsible for granting waivers, as appropriate; and

- any changes to or waivers of this Code of Business Conduct and Ethics will, to the extent required, be
disclosed as provided by SEC rules.

The Board of Directors, in determining whether waivers should be granted and whether violations have occurred,
and the Chief Compliance Officer, in rendering decisions and interpretations and in conducting investigations of
potential violations under this Code of Business Conduct and Ethics, may, at their discretion, consult with such
other persons as they may determine to be appropriate, including, but not limited to, adviser or its subadviser of
the Company, counsel to the Company, independent auditors or other consultants, subject to any requirement to
seek pre-approval from the Company's Audit Committee for the retention of independent auditors to perform
permissible non-audit services.

VI. DISCLOSURE OF WAIVERS

Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company's Board
of Directors or an executive officer must be approved in writing by the Company's Board of Directors and any
such waiver, including the reasons for such waiver, must be promptly disclosed publicly to stockholders, as
required by law. Any waiver of any provision of this Code of Business Conduct and Ethics with respect to any
other employee, agent or contractor must be approved in writing by the Chief Compliance Officer.

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                                                        10
VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

I have received and read the Company's Code of Business Conduct and Ethics. I understand the standards and
policies contained in the Company's Code of Business Conduct and Ethics and understand that there maybe
additional policies or laws specific to my job. I further agree to comply with the Company's Code of Business
Conduct and Ethics.

If I have questions concerning the meaning or application of the Company's Code of Business Conduct and
Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I should
consult my manager or the Chief Compliance Officer, knowing that my questions or reports to these sources will
be maintained in confidence.


Employee Name


Signature


Date

Please sign and return this form to the Chief Compliance Officer

                                                       11
                         EXHIBIT 10.7

        TECHNICAL AND CONSULTING SERVICE AGREEMENT

                         by and between

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED

                              and

 QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)

                      COMPANY LIMITED

                         MAY 3, 2004
ARTICLE 1   COOPERATION.....................................................................   4

ARTICLE 2   TECHNICAL AND CONSULTING SERVICES OF PARTY B....................................   4

ARTICLE 3   SERVICE FEES....................................................................   5

ARTICLE 4   COPYRIGHT OWNERSHIP.............................................................   5

ARTICLE 5   TERM AND TERMINATION............................................................   5

ARTICLE 6   LIABILITY FOR BREACH OF CONTRACT................................................   6

ARTICLE 7   WAIVER..........................................................................   6

ARTICLE 8   NOTICE..........................................................................   7

ARTICLE 9   GOVERNING LAW AND DISPUTES RESOLUTION...........................................   7

ARTICLE 10 MISCELLANEOUS...................................................................    8




                                                2
                     TECHNICAL AND CONSULTING SERVICE AGREEMENT

This Technical and Consulting Services Agreement ("AGREEMENT") is made and entered into May 3, 2004 by
and between the following parties:

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED, a limited liability
company duly organized and validly existing under the laws of the People's Republic of China, with its registered
address at Room 753, 710 Changping Road, Shanghai, China ("PARTY A").

QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY
LIMITED, a wholly foreign owned enterprise duly organized and validly existing under the laws of the People's
Republic of China, with its registered address at Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road,
Chao Yang District, Beijing, China ("PARTY B").

(hereinafter referred to as to a "PARTY" individually, and the "PARTIES" collectively)

WHEREAS:

1. Party A is a company engaged in the provision of human resources services, which is qualified and licensed in
Shanghai human resource market to collect and publish information on demand and availability of human
resource, and provide human resource consulting services, including Internet human resource services. Party A
currently owns and operates a website specializing the provision of Internet human resource services,
i.e., www.51job.com ("HR WEBSITE");

2. Party B is a company engaged in the development and provision of services in connection with Internet
technology with technical expertise and practical experiences related to Internet, having extended experiences
and personnel with respect to information technology software for Chinese website, technology of sorting in
Chinese and platform design;

3. Party A and Party B intend to explore the respective advantages of both Parties to cooperate with each other
to develop Internet human resource services and the relevant professional technical services within the respective
business scope of Parties.

NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement under the following terms
and conditions and to perform this Agreement according to such terms and conditions:

                                                        3
                                         ARTICLE 1 COOPERATION

1.1 Party A shall provide human resource services to the customers relying on its human resource qualification
and HR Website. Party A hereby agrees to engage Party B and Party B agrees to be engaged by Party A as the
exclusive technology provider for Party A in light of Party B's technical expertise and experiences related to the
Internet.

1.2 Party A agrees that, during the term of this Agreement, Party A shall not engage any third party as Party A's
technology provider without the consent of Party B, excluding Party B's affiliates.

1.3 Party A agrees that Party B shall have the right to provide the same or similar technical services under this
Agreement to other world wide web operators and it shall also have the right to delegate other company or
individual to perform Party B's obligations to provide technical services under this Agreement.

               ARTICLE 2 TECHNICAL AND CONSULTING SERVICES OF PARTY B

2.1 Party B shall be responsible for the development, design, and production of database software to be used to
store human resource information, software for the end-user platform, and other relevant technologies, and
license the right to use the same to Party B.

2.2 Party B shall be responsible for the system maintenance of the HR Website and the human resource
database, including promptly inputting employment information of the customers into the human resource
database, or updating the database in a timely manner and updating the user platform based on the
recruitment/job-seeking information provided by Party A from time to time, and providing other technical
services.

2.3 Party B shall provide Party A with the technical consulting services and technical services for the
development of Internet technology of Party A, including without limitation, system design, and installation and
calibration of the system, as well as system trial operation.

2.4 Party B shall provide the consulting services to Party A for procurement of relevant equipments, software and
hardware system required for the operation of Internet services by Party A, including but not limited to provision
of consulting advice on the selection of various software tools, software application, and technical platform,
installation and calibration of system and the selection and purchase, model and performance of various

                                                         4
associated hardware facilities.

2.5 Party B shall provide appropriate training and technical support and assistance to the staff of Party A,
including but not limited to providing the appropriate training to Party A and its staff (including trainings related to,
among other things, customer services, technology); introducing to Party A and its staff knowledge and
experience in the installation and operation of the systems and equipment and assisting Party A in solving any
problems which may arise at any time in the course of installation and operation of the equipment; and providing
Party A with consultations and advice on on-line editing of platforms and application of software and assisting
Party A in editing and collecting various information.

2.6 Other technical and consulting services necessary for Party A's businesses and operations.

                                           ARTICLE 3 SERVICE FEES

Party B shall issue the bill to Party A based on workload for the technical services to Party A in accordance with
the price agreed by both Parties. Party A shall pay relevant service fees to Party B in accordance with the date
and amounts as set out on the bill. Party A and Party B may otherwise make other arrangement for the payment
of service fees based on the actual circumstances.

                                   ARTICLE 4 COPYRIGHT OWNERSHIP

The ownership of the intellectual property rights of Party A and Party B from or in connection with the
cooperation shall be determined as follows: Party B owns the copyright for the database software and other
relevant software designed by Party B, and the intellectual property rights of and any other rights derived from the
results of development and research through the research and development under this Agreement and other
agreements entered into by both Parties shall be owned by Party B, including without limitation right to apply for
patent, copyright for the software, technical documents and technical information as the carrier, or other
intellectual property rights, and the right to license the foresaid intellectual property rights to other parties or to
transfer the foresaid intellectual property rights.

                                  ARTICLE 5 TERM AND TERMINATION

5.1 This Agreement shall become effective from the date of execution hereof by the respective authorized
representatives of Parties with the company seals of

                                                           5
the Parties affixed hereto, and shall remain effective for ten (10) years.

5.2 During the term of this Agreement, in the event of a breach of this Agreement by Party A, Party B may send
a written notice of such breach to Party A. Notwithstanding any contrary provision of applicable laws, this
Agreement may be, and may only be, terminated by Party B by written notice if Party A fails to cure such breach
within fourteen (14) days of its receipt of Party B's notice of such breach.

5.3 This Agreement may be extended to any term agreed by the Parties in writing.

                         ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT

6.1 In the event of default by any Party hereto on its obligations provided in this Agreement, the defaulting party
shall, upon the receipt of a written notice from the non-defaulting party requesting the correction, immediately
refrain from the default, and shall compensate the non-defaulting Party for all losses and damages thus caused to
the non-defaulting party within fourteen (14) days of the notice.

6.2 In the event that the Parties hereto are both at fault, then they shall bear the respective liabilities for the breach
in accordance with the actual faults committed by parties.

                                               ARTICLE 7 WAIVER

7.1 Except for the obligation of compensation provided herein, no Party shall be liable for any contingent,
consequential, special or punitive damages or other damages of the other Party arising from or in connection with
this Agreement, whether or not alleged to be the result of contracts or infringement (including negligence or strict
liability), or other circumstances, and whether or not the other Party has been informed of the possibilities of such
damages to such other Party.

7.2 The rights and obligations under this Agreement shall apply to the respective successors, permitted assigns,
executor, and manager of both Parties to the extent possible. Any Party may transfer the services which it shall
provide under this Agreement to any of its affiliates or successors, regardless whether such succession is resulted
from merger, acquisition, asset purchase or otherwise.

7.3 The invalidity, nullity and unenforceability of any provision hereof shall not

                                                            6
affect or prejudice the validity, effectiveness and enforceability of other provisions hereof. However, the Parties
hereto shall cease the performance of such invalid, null and unenforceable provision and shall amend such
provision only to the extent that it will be valid, effective and enforceable with respect to such specific facts and
situations in a manner that most closely reflect the original intention of such provision.

7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one
Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of its
rights and shall not prejudice, affect or restrict any of the rights which such Party shall be entitled to under this
Agreement and relevant PRC laws and regulations.

                                               ARTICLE 8 NOTICE

Any notice hereunder shall be delivered by personal delivery or via facsimile or by registered airmail to the
following addresses and numbers or to any other addresses and numbers which have been notified in writing by
one Party to the other Party. Notices sent by registered airmail shall be deemed to be effectively served on the
fifth day after the date of dispatch. Notices delivered by personal delivery or via facsimile shall be deemed to be
effectively served on the next day after the delivery or transmission. If transmitted via facsimile, the original copy
of the notices shall be sent by registered airmail or by personal delivery to the other Party immediately after the
transmission.

           PARTY A:       Shanghai Run An Lian Information Consultancy Company Limited
           Address:       Room 753, 710 Changping Road, Shanghai, China
           Attention:     Mr. FENG Lei

           PARTY B:       Qian Cheng Wu You Network Information Technology (Beijing) Company
                          Limited.

           Address:       Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang
                          District, Beijing

           Attention:     Mr. WANG Tao




                    ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW

9.1 The execution, effectiveness, performance and interpretation of this Agreement shall be governed by the laws
of the People's Republic of China.

                                                           7
9.2 Any disputes arising from or in connection with the execution, performance, interpretation and dispute
settlement of this Agreement shall be settled by both Parties through friendly consultations. If the Parties fail to
settle the disputes through friendly consultations, either Party may submit the dispute to China International
Economy and Trade Arbitration Commission (hereinafter referred to as "CIETAC") for arbitration in Beijing in
accordance with the then applicable arbitration rules of CIETAC.

9.3 During the arbitration, the Parties shall continue to perform their obligations under this Agreement not subject
to the arbitration.

9.4 The arbitral award shall be final and binding upon the Parties.

                                       ARTICLE 10 MISCELLANEOUS

           10.1   This Agreement may not be revised, modified, supplemented or dissolved
                  unless by written agreements between the Parties signed by the authorized
                  representatives.

           10.2   Appendixes attached to this Agreement shall be an integral part of this
                  Agreement. The Parties may, from time to time, revise, add to and adjust
                  the Appendixes hereto during the term of this Agreement.

           10.3   This Agreement is written in Chinese in two counterparts, with each Party
                  holding one counterpart.




                                                          8
(No Body Text on this Page)

PARTY A: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

PARTY B: QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)
COMPANY LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

                                  9
          AMENDMENT TO TECHNICAL AND CONSULTING SERVICE AGREEMENT

Shanghai Run An Lian Information Consultancy Company Limited ("Party A") and Qian Cheng Wu You
Network Information Technology (Beijing) Company Limited ("Party B") made and entered into the Technical
and Consulting Service Agreement ("Technical Service Agreement") on May 3, 2004. Party A and Party B
hereto agree to enter this agreement as an amendment to the Technical Service Agreement ("Amendment
Agreement") as of July 2, 2004, as follows:

1. Article 3.1 of the Technical Service Agreement provided that "Party B shall issue the bill to Party A based on
workload for the technical services to Party A in accordance with the price agreed by both Parties. Party A shall
pay relevant service fees to Party B in accordance with the date and amounts as set out on the bill. Party A and
Party B may otherwise make other arrangement for the payment of service fees based on the actual
circumstances."

The Parties hereby agree that the above provision should be amended as:

"Party B shall issue the bill to Party A based on workload for the technical services to Party A in accordance with
the price agreed by both Parties. Party A shall pay relevant service fees to Party B in accordance with the date
and amounts as set out on the bill."

2. Other provisions under the Technical Service Agreement shall remain effective.

3. This Amendment Agreement is a part of the Technical Service Agreement and shall have the same legal effect.

4. This Amendment Agreement becomes effective upon the day of execution by the respective authorized
representative of Party A and Party B.

Party A: Shanghai Run An Lian Information Consultancy Company Limited

By: _____________________

Name:

Title:

Party B: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited.

By: _____________________

Name:

Title:
                        EXHIBIT 10.8

       TECHNICAL AND CONSULTING SERVICE AGREEMENT

                        by and between

   BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED

                             and

QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)

                     COMPANY LIMITED

                        MAY 3, 2004
ARTICLE 1   COOPERATION.....................................................................   3

ARTICLE 2   TECHNICAL AND CONSULTING SERVICES OF PARTY B....................................   4

ARTICLE 3   SERVICE FEES....................................................................   4

ARTICLE 4   COPYRIGHT OWNERSHIP.............................................................   4

ARTICLE 5   TERM AND TERMINATION............................................................   5

ARTICLE 6   LIABILITY FOR BREACH OF CONTRACT................................................   5

ARTICLE 7   WAIVER..........................................................................   5

ARTICLE 8   NOTICE..........................................................................   6

ARTICLE 9   GOVERNING LAW AND DISPUTES RESOLUTION...........................................   7

ARTICLE 10 MISCELLANEOUS...................................................................    7




                                                2
                      TECHNICAL AND CONSULTING SERVICE AGREEMENT

This Technical and Consulting Service Agreement ("AGREEMENT") is made and entered into on May 3, 2004
by and between the following parties:

BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED, a limited liability company duly
organized and validly existing under the laws of the People's Republic of China, with its registered address at the
premises of the Government of Yujiawu Hui Nationality Township, Tongzhou District, Beijing, China ("PARTY
A").

QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY
LIMITED, a wholly foreign owned enterprise duly organized and validly existing under the laws of the People's
Republic of China, with its registered address at Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road,
Chao Yang District, Beijing, China ("PARTY B").

(hereinafter referred to as a "PARTY" individually, and the "PARTIES" collectively)

WHEREAS:

1. Party A is a company specializing in the advertising business, which has extended experience and strength in
the areas of design, production, and publishing of advertisements, and acting as agent for domestic and foreign
companies in advertising;

2. Party B is a company specializing in the technical services, which has technical expertise and experiences in the
design and development of software, and also has extended experience and personnel with respect to information
technology;

3. Party A and Party B intend to explore the respective advantages of both Parties to fully utilize platform media,
and hereby agree to cooperate with each other to develop advertising services and the relevant technical services.

NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement under the following terms
and conditions and to perform this Agreement according to such terms and conditions:

                                        ARTICLE 1 COOPERATION

1.1 Whereas Party B has technical expertise and experiences in the software and information technology, Party A
hereby agrees to engage Party B and Party B agrees to be engaged by Party A as the exclusive technology
provider for Party A.

1.2 Party A agrees that, during the term of this Agreement, Party A shall not

                                                         3
engage any third party as Party A's technology provider without the consent of Party B, excluding Party B's
affiliates.

1.3 Party A agrees that Party B shall have the right to provide other advertising companies the same or similar
technical services under this Agreement and it shall also have the right to delegate other company or individual to
perform Party B's obligations to provide technical services under this Agreement.

               ARTICLE 2 TECHNICAL AND CONSULTING SERVICES OF PARTY B

2.1 Party B shall be responsible for providing Party A with the entire or partial design scheme of the
advertisement project, software design and production in connection with graphics and web page, and other
relevant technical services (including installation and testing of the software), and technical consulting services, and
for updating periodically the foresaid design and production.

2.2 Upon the request of Party A, Party B shall be responsible to develop, design and produce the design
software and technology for Party A required in the advertising business, and Party B shall license Party A the
right to use such software and technology.

2.3 Party B shall provide appropriate training and technical support and assistance to the staff of Party A,
including but not limited to providing the appropriate training to Party A and its staff (including trainings related to,
among other things, customer services and technology).

2.4 Other technical and consulting services necessary for Party A's businesses.

                                           ARTICLE 3 SERVICE FEES

Party B shall issue the bill to Party A based on the workload for the technical services to Party A in accordance
with the price agreed by both Parties. Party A shall pay relevant service fees to Party B in accordance with the
date and amounts as set out on the bill. Party A and Party B may otherwise make other arrangement for the
payment of service fees based on the actual circumstances.

                                   ARTICLE 4 COPYRIGHT OWNERSHIP

The ownership of the intellectual property rights of Party A and Party B from or in connection with the
cooperation shall be determined as follows: Party B owns the

                                                           4
copyright for the software and other relevant software designed by Party B, and the intellectual property rights of
and any other rights derived from the results of development and research through the research and development
under this Agreement and other agreements entered into by both Parties shall be owned by Party B, including
without limitation the right to apply for patent, copyright for the software, technical documents and technical
information as the carrier or other intellectual property rights, and the right to license the foresaid intellectual
property rights to other parties or to transfer the foresaid intellectual property rights.

                                  ARTICLE 5 TERM AND TERMINATION

5.1 This Agreement shall become effective from the date of execution hereof by the respective authorized
representatives of Parties with the company seals of the Parties affixed hereto, and shall remain effective for ten
(10) years.

5.2 During the term of this Agreement, in the event of a breach of this Agreement by Party A, Party B may send
a written notice of such breach to Party A. Notwithstanding any contrary provision of applicable laws, this
Agreement may be, and may only be, terminated by Party B by written notice if Party A fails to cure such breach
within fourteen (14) days of its receipt of Party B's notice of such breach.

5.3 This Agreement may be extended to any term agreed by the Parties in writing.

                         ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT

6.1 In the event of default by any Party hereto on its obligations provided in this Agreement, the defaulting party
shall, upon the receipt of a written notice from the non-defaulting party requesting the correction, immediately
refrain from such default, and shall compensate the non-defaulting Party for all losses and damages thus caused to
the non-defaulting party within fourteen (14) days of the notice.

6.2 In the event that the Parties hereto are both at fault, then they shall bear the respective liabilities for the breach
in accordance with the actual faults committed by parties.

                                               ARTICLE 7 WAIVER

7.1 Except for the obligation of compensation provided herein, no Party shall be

                                                            5
liable for any contingent, consequential, special or punitive damages or other damages of the other Party arising
from or in connection with this Agreement, whether or not alleged to be the result of contracts or infringement
(including negligence or strict liability), or other circumstances, and whether or not the other Party has been
informed of the possibilities of such damages to such other Party.

7.2 The rights and obligations under this Agreement shall apply to the respective successors, permitted assigns,
executor, and manager of both Parties to the extent possible. Any Party may transfer the services which it shall
provide under this Agreement to any of its affiliates or successors, regardless whether such succession is obtained
from merger, acquisition, asset purchase or otherwise.

7.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity,
effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the
performance of such invalid, null and unenforceable provision and shall amend such provision only to the extent
that it will be valid, effective and enforceable with respect to such specific facts and situations in a manner that
most closely reflect the original intentions of such provision.

7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one
Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of its
rights and shall not prejudice, affect or restrict any of the rights which such Party shall be entitled to under this
Agreement and relevant PRC laws and regulations.

                                               ARTICLE 8 NOTICE

Any notice hereunder shall be delivered by personal delivery or via facsimile or by registered airmail to the
following addresses and numbers or to any other addresses and numbers which have been notified in writing by
one Party to the other Party. Notices sent by registered airmail shall be deemed to be effectively served on the
fifth day after the date of dispatch. Notices delivered by hand or sent via facsimile shall be deemed to be
effectively served on the next day after the delivery or transmission. If transmitted via facsimile, the original copy
of the notices shall be sent by registered airmail or by personal delivery to the other Party immediately after the
transmission.

             PARTY A:       Beijing Qian Cheng Si Jin Advertising Company Limited

             Address:       Premises of the Government of Yujiawu Hui Nationality Township,
                            Tongzhou District, Beijing

             Attention:     Mr. FENG Lei

                                                             6
             PARTY B:    Qian Cheng Wu You Network Information Technology (Beijing)
             Company Limited

             Address:      Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang
                           District, Beijing

             Attention:    Mr. WANG Tao




                    ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW

9.1 The execution, effectiveness, performance and interpretation of this Agreement shall be governed by the laws
of the People's Republic of China.

9.2 Any disputes arising from or in connection with the execution, performance, interpretation and dispute
settlement of this Agreement shall be settled by both Parties through friendly consultations. If Parties fail to settle
the disputes through friendly consultations, either Party may submit the dispute to China International Economy
and Trade Arbitration Commission (hereinafter referred to as "CIETAC") for arbitration in Beijing in accordance
with the then applicable arbitration rules of CIETAC.

9.3 During the arbitration, the Parties shall continue to perform their obligations under this Agreement not subject
to the arbitration.

9.4 The arbitral award shall be final and binding upon the Parties

                                       ARTICLE 10 MISCELLANEOUS

           10.1   This Agreement may not be revised , modified, supplemented or dissolved
                  unless by written agreements between the Parties signed by the authorized
                  representatives.

           10.2   Appendixes attached to this Agreement shall be an integral part of this
                  Agreement. The Parties may, from time to time, revised, add to and adjust
                  the Appendixes hereto during the term of this Agreement.

           10.3   This Agreement is written in Chinese in two counterparts, with each Party
                  holding one counterpart.




                                                           7
(No Body Text on this Page)

PARTY A: BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

PARTY B: QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)
COMPANY LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

                                    8
          AMENDMENT TO TECHNICAL AND CONSULTING SERVICE AGREEMENT

Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and Qian Cheng Wu You Network
Information Technology (Beijing) Company Limited ("Party B") made and entered into the Technical and
Consulting Service Agreement ("Technical Service Agreement") on May 3, 2004. Party A and Party B hereto
agree to enter this agreement as an amendment to the Technical Service Agreement ("Amendment Agreement")
as of July 2, 2004, as follows:

1. Article 3.1 of the Technical Service Agreement provided that "Party B shall issue the bill to Party A based on
workload for the technical services to Party A in accordance with the price agreed by both Parties. Party A shall
pay relevant service fees to Party B in accordance with the date and amounts as set out on the bill. Party A and
Party B may otherwise make other arrangement for the payment of service fees based on the actual
circumstances."

The Parties hereby agree that the above provision should be amended as:

"Party B shall issue the bill to Party A based on workload for the technical services to Party A in accordance with
the price agreed by both Parties. Party A shall pay relevant service fees to Party B in accordance with the date
and amounts as set out on the bill."

2. Other provisions under the Technical Service Agreement shall remain effective.

3. This Amendment Agreement is a part of the Technical Service Agreement and shall have the same legal effect.

4. This Amendment Agreement becomes effective upon the day of execution by the respective authorized
representative of Party A and Party B.

Party A: Beijing Qian Cheng Si Jin Advertising Company Limited

By: _____________________

Name:

Title:

Party B: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited.

By: _____________________

Name:

Title:
                        EXHIBIT 10.9

                 EQUITY PLEDGE AGREEMENT

                           between

QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING)
                     COMPANY LIMITED

                            and

                  FENG LEI AND WANG TAO

                         May 3, 2004
ARTICLE 1     CREATION OF PLEDGE ON THE PLEDGED EQUITIES..........................................   3

ARTICLE 2     COVERAGE OF SECURITY................................................................   4

ARTICLE 3     PLEDGED EQUITIES....................................................................   4

ARTICLE 4     REPRESENTATIONS AND WARRANTIES BY PARTY B...........................................   4

ARTICLE 5     SPECIAL AGREEMENTS..................................................................   6

ARTICLE 6     DISPOSAL OF THE PLEDGED EQUITIES....................................................   8

ARTICLE 7     REGISTRATIONS.......................................................................   9

ARTICLE 8     TERM AND TERMINATION OF PLEDGE......................................................   9

ARTICLE 9     TAXES AND FEES......................................................................   9

ARTICLE 10    LIABILITIES FOR BREACH OF CONTRACT..................................................   9

ARTICLE 11    FORCE MAJEURE.......................................................................   10

ARTICLE 12    NOTICE..............................................................................   10

ARTICLE 13    DISPUTES RESOLUTIONS................................................................   11

ARTICLE 14    MODIFICATIONS AND AMENDMENTS........................................................   11

ARTICLE 15    SEVERABILITY........................................................................   11

ARTICLE 16    JOINT AND SEVERABLE LIABILITY.......................................................   11

ARTICLE 17    APPENDIX............................................................................   11

ARTICLE 18    MISCELLANEOUS.......................................................................   12

APPENDIX I    PARTICULARS.........................................................................   13

APPENDIX II   SHAREHOLDERS MEETING RESOLUTION.....................................................   14

APPENDIX III SHAREHOLDERS LIST FOR SHANGHAI RUN AN LIAN INFORMATION CONSULTING COMPANY LIMITED...    15




                                                2
                                      EQUITY PLEDGE AGREEMENT

This EQUITY PLEDGE AGREEMENT (hereinafter referred to as "AGREEMENT") is made and entered into
on the 3rd day of May, 2004 by and between the following parties:

PLEDGEE: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited, a wholly foreign
owned enterprise duly established and validly existing under the laws of the People's Republic of China, with its
registered address at Unit D, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing
("PARTY A"); and

PLEDGOR: Mr. FENG LEI ("MICHAEL FENG")and Mr. WANG TAO ( FENG Lei and WANG
Tao
hereinafter referred to as "PARTY B" collectively)

WHEREAS:

1. Party B are shareholders of Shanghai Run An Lian Information Consultancy Company Limited ("RUN AN
LIAN"), in where FENG Lei holds 80% equity interest and WANG Tao holds 20% equity interest;

2. According to the Technical and Consulting Service Agreement entered into by and between Party A and Run
An Lian on May 3, 2004 (hereinafter referred to as the "MASTER AGREEMENT"), Run An Lian shall engage
Party A as its exclusive technology provider, and shall pay the relevant service fee to Party A. The term for the
Master Agreement is ten (10) years;

3. In order to secure the performance of the obligations of Run An Lian under the Master Agreement, Party B
will pledge to Party A all the equity interest it holds in Run An Lian, and Party A agrees to accept such pledge.

NOW THEREFORE, with respect to the aforesaid pledge of equity, the Parties to this Agreement hereby
mutually agree through consultations as follows:

                ARTICLE 1 CREATION OF PLEDGE ON THE PLEDGED EQUITIES

As a security for Run An Lian to perform all of its obligations under the Master Agreement, Party B agrees to
pledge to Party A 100% of the equity of Run An Lian held by Party B ("PLEDGED EQUITIES"), and Party A
agrees to accept from Party B such pledge.

                                                         3
                                 ARTICLE 2 COVERAGE OF SECURITY

The pledge provided by Party B as a security shall cover the obligations under the Master Agreement, penalties,
compensations, the expenses for exercise of the right of pledge, and all other payments payable.

                                    ARTICLE 3 PLEDGED EQUITIES

Particulars for Party B, Run An Lian and the Pledged Equities are set out in Appendix I hereto.

                        ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Party A represents and warrants that:

             4.1.1      Party A is a company incorporated and registered and duly
                        existing under the PRC laws;

             4.1.2      Party A has the power and authorization to execute and perform
                        this Agreement. The execution and performance by Party A of this
                        Agreement are in compliance with the business scope, and the
                        articles of association or other incorporation documents of Party
                        A. Party A has obtained all necessary and appropriate approvals
                        and authorizations to execute and perform this Agreement;

             4.1.3     The execution and performance by Party A of this Agreement are
                       not against any law or regulation, or any government approval,
                       authorization, notice or other government document, which is
                       binding upon or affects Party A, nor are such execution and
                       performance against any agreement concluded by Party A and any
                       third party, or any covenant made by Party A to any third party;
                       and

             4.1.4      Upon the execution of this Agreement, this Agreement shall
                        constitute valid obligations of Party A which are enforceable
                        against Party A.




4.2 Party B represents and warrants that:

               4.2.1      Run An Lian is a limited liability company organized and
                          registered and duly existing under the PRC laws, and has the
                          authorization to provide human resources service and Internet
                          content service;

                                                      4
4.2.2    Party B has the power and authorization to execute and perform
         this Agreement, and Party B has obtained all necessary and
         appropriate approvals and authorizations to execute and perform
         this Agreement;

4.2.3    Party B has obtained a resolution required for the execution of
         this Agreement from the shareholders meeting of Run An Lian ,
         which resolution is attached hereto as Appendix II;

4.2.4    The execution and performance by Party B of this Agreement are
         not against any law or regulation, or any government approval,
         authorization, notice or other government document, which is
         binding upon or affects Party B, nor are such execution and
         performance against any agreement concluded by Party B and any
         third party, or any covenant made by Party B to any third party;

4.2.5    Upon the execution of this Agreement, this Agreement shall
         constitute valid obligations of Party B enforceable against Party
         B;

4.2.6    Party B has fully paid up all required capital contributions
         according to the law in connection with the Pledged Equities and
         has obtained the capital verification report issued by a
         qualified accounting firm regarding the capital contributions;

4.2.7    As of the execution date of this Agreement, no currently valid
         mortgage, pledge or any other security arrangements has been
         created on the Pledged Equities;

4.2.8    As of the execution date of this Agreement, there is no offer
         made by Party B to any third party to transfer the Pledged
         Equities hereunder, nor is there any covenant made by Party B
         with respect to any offer made by any third party to purchase the
         Pledged Equities hereunder;

4.2.9    As of the execution date of this Agreement, there is no agreement
         entered into by and between Party B and any third party to
         transfer the Pledged Equities hereunder.

4.2.10   As of the execution date of this Agreement, there is no dispute,
         litigation, arbitration, administrative procedures or any other
         legal procedures in connection with Party B, Run An Lian and/or
         the Pledged Equities, nor is there any potential dispute,
         litigation, arbitration, administrative procedures or any other
         legal procedures in connection with Party B, Run An Lian and/or
         the Pledged Equities.




                                    5
                                 ARTICLE 5 SPECIAL AGREEMENTS

5.1 From the date of this Agreement to the date when Run An Lian fully performs its obligations under the
Master Agreement (hereinafter referred to as "PLEDGE TERMINATION DATE"), Party B shall not conduct
any of the following without the prior written consent of Party A:

             5.1.1     create any mortgage, pledge or other security arrangement on the
                       Pledged Equities;

             5.1.2     take any actions which may hamper Party A's rights against the
                       Pledged Equities or any of Party A's rights under this Agreement;

             5.1.3     Party B shall not transfer the Pledged Equities or otherwise
                       dispose of any rights in the Pledged Equities without the written
                       consent of Party A; or

             5.1.4     Party B undertakes that, without the prior written consent of
                       Party A, Party B shall not take any actions or omissions that may
                       materially affect the assets, business or liabilities of Run An
                       Lian.




5.2 To avoid any depreciation of the Pledged Equities due to the operation of Run An Lian, before Party B
decides on any of the following matters, a prior written consent shall be obtained from Party A:

             5.2.1      profit distributions;

             5.2.2      increase or decrease of the registered capital;

             5.2.3      issuance of bonds;

             5.2.4      merge, split up or any change in the form of the entity;

             5.2.5      dissolution and liquidation;

             5.2.6      any change of the business scope;

             5.2.7      amendment of the articles of association;

             5.2.8      borrowing from any third party or assumption of any indebtedness
                        to any third party in the name of Run An Lian; and

             5.2.9      appointment of the member of the board of Run An Lian.




                                                       6
Party B further agrees that Party A shall recommend the candidates of the general manager and other senior
executives of Run An Lian and Party B shall cause the board of directors to appoint the general manager and
other senior executives only from those candidates recommended by Party A.

5.3 Party B hereby irrevocably grants Party A and/or the company or individual designated by Party A the option
to purchase Party B's equity interest in Run An Lian ("OPTION") as follows:

             5.3.1     To the extend permitted under PRC laws, Party A and/or the
                       company or individual designated by Party A shall exercise the
                       Option, in whole or in part, at any time during the term of this
                       Agreement to acquire from Party B and hold the equity interest of
                       Run An Lian. Upon the full exercise of the Option, Party A and/or
                       the company or individual designated by Party A will acquire from
                       Party B and hold 100% of the equity . In the event that the then
                       applicable PRC laws prohibit Party A and/or the company or
                       individual designated by Party A from fully exercising the
                       Option, Party A and/or the company or individual designated by
                       Party A shall exercise the Option to the fullest extent permitted
                       by the applicable law. The Option price shall be the lowest price
                       permitted under the applicable laws.

             5.3.2     Upon the exercise of the Option by Party A and/or the company or
                       individual designated by Party A, Party B is obligated to
                       transfer the relevant equity to Party A and/or the company or
                       individual designated by Party A.

             5.3.3     Party B hereof agrees that, without the written consent of Party
                       A, it will not grant a third party the same or similar option.

             5.3.4     Party A and/or the company or individual designated by Party A
                       shall exercise the Option in a manner permitted by law at any
                       time after the date of this Agreement. To the extent permitted
                       under PRC laws, Party A and/or the company or individual
                       designated by Party A may exercise the Option, in whole or in
                       part, and at one time or otherwise purchase the equity that it
                       has the right to purchase under this Agreement.

             5.3.5     When Party A and/or the company or individual designated by Party
                       A exercises the Option, it shall issue Party B an Option Notice
                       with respect to the exercise of such Option. Once the Option
                       Notice is issued, Party B shall promptly perform its obligation
                       to transfer such equity to Party A and/or the company or
                       individual designated by Party A.

                                                   7
               5.3.6      Party B shall, within 60 days following the issuance of the
                          Option Notice by Party A and/or the company or individual
                          designated by Party A to Party B, complete all procedures and
                          formalities necessary for Party A and/or the company or
                          individual designated by Party A to acquire the relevant equity
                          and become the legal holder of such equity .




                         ARTICLE 6 DISPOSAL OF THE PLEDGED EQUITIES

6.1 In case of occurrence of any one or several of the following events during the term of the pledge hereunder,
Party A shall have the right to dispose of the Pledged Equities under this Agreement in accordance with the law
and this Agreement:

             6.1.1       Run An Lian is in default under the Master Agreement;

             6.1.2       Run An Lian breaches any provisions contained herein,

             6.1.3       Pledgor breaches any representation, warranty or covenant it
                         makes under Article 4 and Article 5 hereof;

             6.1.4       Run An Lian suspends its operations or is dissolved, or is
                         ordered to suspend its operations or to dissolve, or is declared
                         insolvent;

             6.1.5       Run An Lian is involved in any dispute, litigation, arbitration,
                         administrative procedures or any other legal procedures which, in
                         the opinion of Party A, are capable of affecting the performance
                         of the Master Agreement and/or this Agreement; or

             6.1.6       other occurrences stipulated by relevant laws and regulations.




6.2 Upon the occurrence of any one or several of the above events, and subject to the relevant laws and
regulations, Party A shall have the right to dispose of the Pledged Equities in any one or several of the following
manners:

              6.2.1      convert the Pledged Equities into value;

              6.2.2      auction or sale of the Pledged Equities;

              6.2.3      in other manners permitted by the relevant laws and regulations.




6.3 The proceeds received by Party A by disposing of the Pledged Equities hereunder according to the foregoing
provisions shall be used in the following priority:

                 6.3.1      to pay for all necessary taxes and fees incurred due to the
                            disposal of the Pledged Equities;

                                                         8
                 6.3.2     to pay for amounts payable by Run An Lian to Party A under the
                           Master Agreement within the coverage set forth in Article 2
                           hereof, and amounts payable to Party A due to breach of this
                           Agreement by Party B; and

                 6.3.3     the remaining proceeds after all the above payments have been
                           made shall be refunded to Party B.




6.4 At the time of the disposal of the Pledged Equities by Party A and upon request of Party A, Party B shall
provide all relevant documents requested by Party A and Party A's agents, complete and assist Party A in
completing the procedures for all approvals of and registration with the government authority in connection with
the disposal of the Pledged Equities.

                                       ARTICLE 7 REGISTRATIONS

At the same time of the execution of this Agreement, the Pledged Equities under this Agreement shall be recorded
on the shareholders list of the Run An Lian as set out in Appendix III hereto.

                          ARTICLE 8 TERM AND TERMINATION OF PLEDGE

8.1 The Pledge Term shall commence on the effective date of this Agreement, ending on the day when Run An
Lian complete sthe performance of all of its obligations under the Master Agreement.

8.2 The pledge of the Pledged Equities shall be automatically terminated upon the expiration of the aforesaid
Pledge Term. The termination of the pledge shall be recorded on the shareholders list of Run An Lian.

                                      ARTICLE 9 TAXES AND FEES

All taxes and fees incurred by the Parties hereto due to the execution and performance of this Agreement shall be
borne by the Parties in accordance with the relevant provisions of PRC laws.

                         ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT

          10.1    In the event of any loss suffered by one Party hereto due to any breach of
                  this Agreement by the other Party, such defaulting Party shall be liable
                  pursuant to

                                                        9
                 the law for all losses thus caused to the non-defaulting Party.

          10.2   Any allowance, grace period and deferred exercise of the rights entitled
                 under this Agreement granted by one Party in connection with the other
                 Party's default or delay shall not be deemed as a waiver by such Party of
                 any of its rights.

                                             ARTICLE 11 FORCE MAJEURE

          11.1   For the purpose of this Agreement, a force majeure event shall refer to
                 government act, fire, explosion, typhoon, flood, earthquake, tide,
                 lightning, war, or any event which is unforeseeable by and beyond the
                 control of any Party (hereinafter referred to as a "FORCE MAJEURE EVENT").
                 If any Force Majeure Event occurs to any Party hereto, such Party shall
                 notify the other Party in a timely manner.

          11.2   In the event of any Force Majeure Event, no Party shall be held liable for
                 any damage, loss or increased cost caused by its failure of or delay in
                 the performance of this Agreement due to such Force Majeure Event, and
                 such failure of or delay in the performance of this Agreement due to any
                 Force Majeure Event shall not be deemed as a breach of this Agreement. The
                 Party affected by a Force Majeure Event shall take appropriate measures to
                 set off or minimize the effects of such Force Majeure Event, and shall
                 exert its best efforts to perform any of its obligation the performance of
                 which has been prevented or delayed due to such Force Majeure Event. The
                 Parties hereto agree that, upon termination of such Force Majeure Event,
                 they shall exert their best efforts to perform this Agreement.




                                              ARTICLE 12 NOTICE

All notices hereunder shall be either delivered by personal delivery or via facsimile or registered mail. A notice, if
sent by registered mail, shall be deemed to have been served on the date of the receipt as specified on the return
receipt of the registered mail, or if sent by personal delivery or via facsimile, shall be deemed to have been served
on the date immediately following the date on which such notice is sent. If a notice is sent via facsimile, the original
of such notice shall be sent by registered mail or by personal delivery immediately after the transmission.

                                                          10
                                  ARTICLE 13 DISPUTES RESOLUTIONS

          13.1   If any dispute arises from the interpretation and performance of this
                 Agreement, the Parties hereto shall first settle such dispute through
                 friendly consultations. Should such dispute fail to be settled through the
                 consultations, either Party may submit such dispute to China International
                 Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The
                 arbitration shall be conducted in Beijing according to the then applicable
                 arbitration rules of CIETAC. The arbitration award shall be final and
                 binding upon both Parties.

          13.2   In the event of any dispute arising out of the interpretation and
                 performance hereof or if any such dispute is under arbitration, each Party
                 hereto shall continue to exercise its other rights and perform its other
                 obligations under this Agreement not subject to the disputes.




                         ARTICLE 14 MODIFICATIONS AND AMENDMENTS

This Agreement may be modified or supplemented by written agreement between the Parties hereof. Any
amendment agreement and/or supplementary agreement concluded between the Parties hereto regarding this
Agreement shall be an integral part of this Agreement and shall have the same force.

                                        ARTICLE 15 SEVERABILITY

The invalidity of any provisions under this Agreement shall not affect the validity of other provisions hereunder.

                           ARTICLE 16 JOINT AND SEVERABLE LIABILITY

FENG Lei and WANG Tao shall, jointly and severally, be liable for the obligations under this Agreement.

                                           ARTICLE 17 APPENDIX

Appendixes attached to this Agreement shall constitute an integral part of this Agreement and shall have the same
force.

                                                         11
                                    ARTICLE 18 MISCELLANEOUS

The Parties have caused their respective duly authorized representatives to execute this Agreement and affixed
their respective company seal hereto on the day and year first written above. This Agreement shall become
effective on the date when the pledge has been recorded on the shareholders list of Run An Lian. This Agreement
shall be written in three (3) counterparts, each of Party A and Party B shall hold one counterpart. All
counterparts shall have the same force.

PARTY A (PLEDGEE): QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY
(BEIJING) COMPANY LIMITED

Authorized representative: ____________________

PARTY B (PLEDGOR): FENG LEI



FENG LEI



WANG TAO

                                                      12
                                      APPENDIX I PARTICULARS

Pledgor: FENG Lei

Nationality: China

Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing

Telephone: 8610-13901189904

Pledgor: WANG Tao

Nationality: China

Address: Apt# 18F, Building 9 Century Town, Yuanda Road, Haidian District, Beijing

Telephone: 8610-13910688175

Run An Lian:

Enterprise Name: Shanghai Run An Lian Information Consultancy Company Limited

Establishment Date: April 8, 2004

Registered Address: Room 735, 710 Changping Road, Shanghai, China

Shareholders: Mr. FENG Lei and Mr. WANG Tao, where Mr. FENG Lei holds 80% equity interest of Run An
Lian, and Mr. WANG Tao holds 20% equity interest.

                                                     13
APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF SHANGHAI RUN AN LIAN
INFORMATION CONSULTANCY COMPANY LIMITED

The shareholders meeting of Shanghai Run An Lian Information Consultancy Company Limited (the "Company")
made this resolution as follows with unanimous vote with respect to the Equity Pledge Agreement entered into by
and between the shareholders of the Company and Qian Cheng Wu You Network Information Technology
(Beijing) Company Limited on May 3, 2004.

Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian
Cheng Wu You Network Information Technology (Beijing) Company Limited.

This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3,
2004:

SHAREHOLDER:



SHAREHOLDER:


                                                      14
   APPENDIX III SHAREHOLDERS LIST FOR SHANGHAI RUN AN LIAN INFORMATION
                       CONSULTING COMPANY LIMITED

              Proportionate
Shareholder   Contribution              Particulars of Shareholder                            Shareholder Pl
-----------   -------------   -----------------------------------------------------   ----------------------
FENG Lei           80%        Nationality: China                                      In accordance with the
                                                                                      entered into by and be
                              Address: Apt.#2003, Building 10 Fangchengyuan I Area,   Tao and Qian Cheng Wu
                              Fengtai District, Beijing                               Technology (Beijing) C
                                                                                      May 3, 2004, FENG Lei
                              Telephone: 8610-13901189904                             equity in Run An Lian
                                                                                      Network Information Te
                                                                                      Company Limited. The r
                                                                                      Equity Pledge shall be
                                                                                      such Equity Pledge Agr

WANG Tao           20%        Nationality: China                                      In accordance with the
                                                                                      entered into by and be
                              Address: Apt# 18F, Building 9 Century Town,             Tao and Qian Cheng Wu
                              Yuanda Road, Haidian District, Beijing                  Technology (Beijing) C
                                                                                      of May 3, 2004, WANG T
                                                                                      his equity in Run An L
                              Telephone: 8610-13910688175                             Network Information Te
                                                                                      Company Limited. The r
                                                                                      Equity Pledge Agreemen
                                                                                      date of such Equity Pl




SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED (SEAL)

LEGAL REPRESENTATIVE: ___________________________

SHAREHOLDER: ____________________________________

SHAREHOLDER: ___________________________________

DATE: MAY 3, 2004
                           EXHIBIT 10.10

                     EQUITY PLEDGE AGREEMENT

                              between

QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY
                             LIMITED

                                and

      BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

                                and

                             FENG LEI

                            May 3, 2004
ARTICLE 1     CREATION OF PLEDGE ON THE PLEDGED EQUITIES......................................   3

ARTICLE 2     COVERAGE OF THE SECURITY........................................................   4

ARTICLE 3     PLEDGED EQUITIES................................................................   4

ARTICLE 4     REPRESENTATIONS AND WARRANTIES BY PARTY B.......................................   4

ARTICLE 5     SPECIAL AGREEMENTS..............................................................   6

ARTICLE 6     DISPOSAL OF THE PLEDGED EQUITIES................................................   8

ARTICLE 8     TERM AND TERMINATION OF PLEDGE..................................................   9

ARTICLE 9     TAXES AND FEES..................................................................   9

ARTICLE 10    LIABILITIES FOR BREACH OF CONTRACT..............................................   9

ARTICLE 11    FORCE MAJEURE...................................................................   10

ARTICLE 12    NOTICE..........................................................................   10

ARTICLE 13    DISPUTES RESOLUTIONS............................................................   11

ARTICLE 14    MODIFICATIONS AND AMENDMENTS....................................................   11

ARTICLE 15    SEVERABILITY....................................................................   11

ARTICLE 16    JOINT AND SEVERABLE LIABILITY...................................................   11

ARTICLE 17    APPENDIX........................................................................   11

ARTICLE 18    MISCELLANEOUS...................................................................   12

APPENDIX I    PARTICULARS.....................................................................   14

APPENDIX II   SHAREHOLDERS MEETING RESOLUTION.................................................   15

APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING) COMPANY LIMITED...    16




                                                2
                                     EQUITY PLEDGE AGREEMENT

This EQUITY PLEDGE AGREEMENT (hereinafter referred to as "AGREEMENT") is made and entered into
on the 3rd day of May, 2004 by and between the following parties:

PLEDGEE: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited ("PARTY A");
and

PLEDGOR: Beijing Run An Information Consultancy Company Limited ("RUN AN") and FENG Lei
("MICHAEL FENG") (Run An and FENG Lei hereinafter referred to as "PARTY B" collectively.)

WHEREAS:

1. Run An and FENG Lei have established Beijing Qian Cheng Si Jin Advertising Company Limited
("QIANCHENG ADVERTISING") in Beijing under the laws of the People's Republic of China on February 12,
1999, in which Run An holds 20% equity interest and FENG Lei holds 80% equity interest;

2. Party A and Qiancheng Advertising entered into a Technical and Consulting Service Agreement on May 3,
2004 (the "MASTER AGREEMENT"), according to which, Qiancheng Advertising shall engage Party A as its
exclusive technology provider, and shall pay the relevant service fee to Party A. The term for the Master
Agreement is ten (10) years;

3. In order to secure the performance of the obligations of Qiancheng Advertising under the Master Agreement,
Run An and Mr. FENG Lei agree to pledge to Party A all the equity interest they held in Qiancheng Advertising,
and Party A agrees to accept such pledge.

NOW THEREFORE, with respect to the aforesaid pledge of equity, the Parties to this Agreement hereby
mutually agree through consultations, as follows:

                ARTICLE 1 CREATION OF PLEDGE ON THE PLEDGED EQUITIES

As a security for Qiancheng Advertising to perform all of its obligations under the Master Agreement, Party B
agrees to pledge to Party A 100% of the equity of Qiancheng Advertising held by Party B ("PLEDGED
EQUITIES"), and Party A agrees to accept from Party B such pledge.

                                                       3
                              ARTICLE 2 COVERAGE OF THE SECURITY

The pledge provided by Party B as a security shall cover the obligations under the Master Agreement, penalties,
compensations, the expenses for exercise of the right of pledge, and all other payments payable.

                                    ARTICLE 3 PLEDGED EQUITIES

3.1 Particulars for Party B, Qiancheng Advertising and the Pledged Equities are set out in Appendix I hereto.

                        ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Party A represents and warrants that:

             4.1.1      Party A is a company incorporated and registered and duly
                        existing under the PRC laws;

             4.1.2      Party A has the power and authorization to execute and perform
                        this Agreement. The execution and performance by Party A of this
                        Agreement are in compliance with the business scope, and the
                        articles of association or other incorporation documents of Party
                        A. Party A has obtained all necessary and appropriate approvals
                        and authorizations to execute and perform this Agreement;

             4.1.3     The execution and performance by Party A of this Agreement are
                       not against any law or regulation, or any government approval,
                       authorization, notice or other government document, which is
                       binding upon or affects Party A, nor are such execution and
                       performance against any agreement concluded by Party A and any
                       third party, or any covenant made by Party A to any third party;
                       and

             4.1.4      Upon the execution of this Agreement, this Agreement shall
                        constitute valid obligations of Party A which are enforceable
                        against Party A.




4.2 Party B represents and warrants that:

              4.2.1     Qiancheng Advertising is a limited liability company organized
                        and registered and duly existing under the PRC laws, and has the
                        authorization to design and produce advertisement and act as an
                        agency to represent companies for advertising within China;

                                                    4
4.2.2    Party B has the power and   authorization to execute and perform
         this Agreement, and Party   B has obtained all necessary and
         appropriate approvals and   authorizations with respect to the
         execution and performance   of this Agreement;

4.2.3    Party B has obtained a resolution required for the execution of
         this Agreement from the shareholders meeting of Qiancheng
         Advertising, which resolution is attached hereto as Appendix II;

4.2.4    The execution and performance by Party B of this Agreement are
         not against any law or regulation, government approval,
         authorization notice or other government document, which is
         binding upon or affects Party B, nor are such execution and
         performance against any agreement concluded by Party B and any
         third party, or any covenant made by Party B to any third party;

4.2.5    Upon the execution of this Agreement, this Agreement shall
         constitute valid obligations of Party B, which are enforceable
         against Party B;

4.2.6    Party B has fully paid up all required capital contributions
         according to the law in connection with the Pledged Equities and
         has obtained the capital verification report issued by a
         qualified accounting firm regarding the capital contributions;

4.2.7    As of the execution date of this Agreement, there is no currently
         valid mortgage, pledge or any other security arrangements has
         been created on the Pledged Equities.

4.2.8    As of the execution date of this Agreement, there is no offer
         made by Party B to any third party to transfer the Pledged
         Equities hereunder, nor is there any covenant made by Party B
         with respect to any offer made by any third party to purchase the
         Pledged Equities hereunder;

4.2.9    As of the execution date of this Agreement, there is no agreement
         entered into by and between Party B and any third party to
         transfer the Pledged Equities hereunder.

4.2.10   As of the execution date of this Agreement, there is no dispute,
         litigation, arbitration, administrative procedures or any other
         legal procedures in connection with Party B, Qiancheng
         Advertising and/or the Pledged Equities, nor is there any
         potential dispute, litigation, arbitration, administrative
         procedures or any other legal procedures in connection with Party
         B, Qiancheng Advertising and/or the Pledged Equities.




                                      5
                                  ARTICLE 5 SPECIAL AGREEMENTS

5.1 From the date of this Agreement to the date when Qiancheng Advertising fully performs its obligations under
the Master Agreement (hereinafter referred to as "PLEDGE TERMINATING DATE"), Party B shall not
conduct any of the following without the prior written consent of Party A:

             5.1.1     create any mortgage, pledge or other security arrangements on the
                       Pledged Equities;

             5.1.2     take any actions which may hamper Party A's rights against the
                       Pledged Equities or any of Party A's rights under this Agreement;

             5.1.3     Party B shall not transfer the Pledged Equities or otherwise
                       dispose of any rights in the Pledged Equities without the written
                       consent of Party A;

             5.1.4     Party B undertakes that, without the prior written consent of
                       Party A, Party B shall not take any actions or omissions that may
                       materially affect the assets, business or liabilities of
                       Qiancheng Advertising.




5.2 To avoid any depreciation of the Pledged Equities due to the operation of Qiancheng Advertising, before
Party B decides on any of the following matters, the prior written consent shall be obtained from Party A:

             5.2.1     profit distributions;

             5.2.2     increase or decrease of the registered capital;

             5.2.3     issuance of bonds;

             5.2.4     merger, split up or any change in the form of the entity;

             5.2.5     dissolution and liquidation

             5.2.6     any change of the business scope;

             5.2.7     amendment of the articles of association;

             5.2.8     borrowing from any third party or assumption of any indebtedness
                       to any third party in the name of Qiancheng Advertising; and

             5.2.9     appointment of the member of the board of Qiancheng Advertising..




                                                       6
Party B further agrees that Party A shall recommend the candidates of the general manager and other senior
executives of Qiancheng Advertising and Party B shall cause the board of directors to appoint the general
manager and other senior executives only from those candidates recommended by Party A.

5.3 Party B hereby irrevocably grants Party A and/or the company or individual designated by Party A the option
to purchase Party B's equity in Qiancheng Advertising ("OPTION") as follows:

             5.3.1     To the extend permitted under PRC laws, Party A and/or the
                       company or individual designated by Party A shall exercise the
                       Option, in whole or in part, at any time during the term of this
                       Agreement to acquire from Party B and hold the equity of
                       Qiancheng Advertising. Upon the full exercise of the Option,
                       Party A and/or the company or individual designated by Party A
                       will acquire from Party B and hold 100% of the equity. In the
                       event that the then applicable PRC laws prohibit Party A and/or
                       the company or individual designated by Party A from fully
                       exercising the Option, Party A and/or the company or individual
                       designated by Party A shall exercise the Option to the fullest
                       extent permitted by applicable law. The Option price shall be the
                       lowest price permitted under the applicable laws.

             5.3.2     Upon the exercise of the Option by Party A and/or the company or
                       individual designated by Party A, Party B is obligated to
                       transfer the relevant equity to Party A and/or the company or
                       individual designated by Party A.

             5.3.3     Party B hereof agrees that, without the written consent of Party
                       A, it will not grant a third party the same or similar option.

             5.3.4     Party A and/or the company or individual designated by Party A
                       shall exercise the Option in a manner permitted by law at any
                       time after the date of this Agreement. To the extent permitted
                       under PRC laws, Party A and/or the company or individual
                       designated by Party A may exercise the Option, in whole or in
                       part, and at one time or otherwise purchase the equity that it
                       has the right to purchase under this Agreement.

             5.3.5     When Party A and/or the company or individual designated by Party
                       A decides to exercise the Option, it shall issue Party B an
                       Option Notice with respect to the exercise of such Option. Once
                       the Option Notice is issued, Party B shall promptly perform its
                       obligation to transfer such equity to Party A and/or the company
                       or individual designated by Party A.

             5.3.6     Party B shall, within 60 days following the issuance of the
                       Option Notice

                                                   7
                        by Party A and/or the company or individual designated by Party A
                        to Party B, complete all procedures and formalities necessary for
                        Party A and/or the company or individual designated by Party A to
                        acquire the relevant equity and become the legal holder of such
                        equity .




                         ARTICLE 6 DISPOSAL OF THE PLEDGED EQUITIES

6.1 In case of occurrence of any one or several of the following events during the term of the pledge hereunder,
Party A shall have the right to dispose of the Pledged Equities under this Agreement in accordance with the law
and this Agreement:

             6.1.1      Qiancheng Advertising is in default under the Master Agreement;

             6.1.2      Qiancheng Advertising breaches any provisions contained herein

             6.1.3      Pledgor breaches any representation, warranty or covenant it made
                        under Article 4 and Article 5 hereof;

             6.1.4      Qiancheng Advertising suspends its operations or is dissolved, or
                        is ordered to suspend its operations or to dissolve, or is
                        declared insolvent;

             6.1.5      Qiancheng Advertising is involved in any dispute, litigation,
                        arbitration, administrative procedures or any other legal
                        procedures which, in the opinion of Party A, are capable of
                        effecting the performance of the Master Agreement and/or this
                        Agreement; or

             6.1.6      other occurrences stipulated by relevant laws and regulations.




6.2 Upon the occurrence of any one or several of the above events, and subject to the relevant laws and
regulations, Party A shall have the right to dispose of the Pledged Equities in any one or several of the following
manners:

              6.2.1      convert the Pledged Equities into value;

              6.2.2      auction or sale of the Pledged Equities;

              6.2.3      in other manners permitted by the relevant laws and regulations.




6.3 The proceeds received by Party A by disposing of the Pledged Equities hereunder according to the foregoing
provisions shall be used in the following priority:

               6.3.1      to pay for all necessary taxes and fees incurred due to the
                          disposal of the Pledged Equities;

               6.3.2      to pay for amounts payable by Qiancheng Advertising to Party A
                          under

                                                       8
                         the Master Agreement within the coverage set forth in Article 2
                         hereof, and amounts payable to Party A due to breach of this
                         Agreement by Party B; and

              6.3.3      the remaining proceeds after all the above payments have been
                         made shall be refunded to Party B.




6.4 At the time of the disposal of the Pledged Equities by Party A and upon request of Party A, Party B shall
provide all relevant documents requested by Party A and Party A's agents, complete and assist Party A in
completing the procedures for all approvals of and registration with the government authority in connection with
the disposal of the Pledged Equities.

                                       ARTICLE 7 REGISTRATIONS

At the same time of the execution of this Agreement, the Pledged Equities under this Agreement shall be recorded
on the shareholders list of the Qiancheng Advertising as set out in Appendix III hereto.

                        ARTICLE 8 TERM AND TERMINATION OF PLEDGE

8.1 The Pledge Term shall commence on the effective date of this Agreement, ending on the day when Qiancheng
Advertising completes the performance of all of its obligations under the Master Agreement.

8.2 The pledge of the Pledged Equities shall be automatically terminated upon the expiration of the aforesaid
Pledge Term. The termination of the pledge shall be recorded on the shareholders list of Qiancheng Advertising.

                                      ARTICLE 9 TAXES AND FEES

All taxes and fees incurred by the Parties hereto due to the execution and performance of this Agreement shall be
borne by the Parties in accordance with the relevant provisions of PRC laws.

                      ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT

          10.1   In the event of any loss suffered by one Party hereto due to any breach of
                 this Agreement by the other Party, such defaulting Party shall be liable
                 pursuant to

                                                        9
                 the law for all losses thus caused to the non-defaulting party.

          10.2   Any allowance, grace period and deferred exercise of the rights entitled
                 under this Agreement granted by one Party in connection with the other
                 Party's default or delay shall not be deemed as a waiver by such Party of
                 any of its rights.

                                            ARTICLE 11 FORCE MAJEURE

          11.1   For the purpose of this Agreement, a force majeure event shall refer to
                 government act, fire, explosion, typhoon, flood, earthquake, tide,
                 lightning or war, or any event which is unforeseeable by and beyond the
                 control of any Party (hereinafter referred to as a "FORCE MAJEURE EVENT").
                 If any Force Majeure Event occurs to any Party hereto, such Party shall
                 notify the other Party in a timely manner.

          11.2   In the event of any Force Majeure Event, no Party shall be held liable for
                 any damage, loss or increased cost caused by its failure of or delay in
                 the performance this Agreement due to such Force Majeure Event, and such
                 failure of or delay in the performance of this Agreement due to any Force
                 Majeure Event shall not be deemed as a breach of this Agreement. The Party
                 affected by a Force Majeure Event shall take appropriate measures to off
                 set or minimize the effects of such Force Majeure Event, and shall exert
                 its best efforts to perform any of its obligation the performance of which
                 has been prevented or delayed due to such Force Majeure Event. The Parties
                 hereto agree that, upon termination of such Force Majeure Event, they
                 shall exert their best efforts to perform this Agreement.




                                             ARTICLE 12 NOTICE

All notices hereunder shall be either delivered by personal delivery or via facsimile or by registered mail. A notice,
if sent by registered mail, shall be deemed to have been served on the date of the receipt as specified on the
return receipt of the registered mail, or if sent by personal delivery or via facsimile, shall be deemed to have been
served on the date immediately following the date on which such notice is sent. If a notice is sent via facsimile, the
original of such notice shall be sent by registered mail or by personal delivery immediately after the transmission.

                                                         10
                                  ARTICLE 13 DISPUTES RESOLUTIONS

          13.1   If any dispute arises from the interpretation and performance of this
                 Agreement, the Parties hereto shall first settle such dispute through
                 friendly consultations. Should such dispute fail to be settled through the
                 consultations, either Party may submit such dispute to China International
                 Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The
                 arbitration shall be conducted in Beijing according to the then applicable
                 arbitration rules of CIETAC. The arbitration award shall be final and
                 binding upon both Parties.

          13.2   In the event of any dispute arising out of the interpretation and
                 performance hereof or if any such dispute is under arbitration, each Party
                 hereto shall continue to exercise its other rights and perform its other
                 obligations under this Agreement not subject to the disputes.




                         ARTICLE 14 MODIFICATIONS AND AMENDMENTS

This Agreement may be modified or supplemented by written agreement between the Parties hereof. Any
amendment agreement and/or supplementary agreement concluded between the Parties hereto regarding this
Agreement shall be an integral part of this Agreement and shall have the same force.

                                        ARTICLE 15 SEVERABILITY

The invalidity of any provisions under this Agreement shall not affect the validity of other provisions hereunder.

                           ARTICLE 16 JOINT AND SEVERABLE LIABILITY

Run An and FENG Lei shall be liable, jointly and severally, for the obligations under this Agreement.

                                           ARTICLE 17 APPENDIX

Appendixes attached to this Agreement shall constitute an integral part of this Agreement and shall have the same
force.

                                                         11
                                     ARTICLE 18 MISCELLANEOUS

The Parties have caused their respective duly authorized representatives to execute this Agreement and affixed
their respective company seals hereto on the day and year as first written above. This Agreement shall become
effective on the date when the pledge has been recorded on the shareholders list of Qiancheng Advertising. This
Agreement shall be written in three (3) counterparts, each of Party A and Party B shall hold one counterpart. All
counterparts shall have the same force.

                                                       12
PARTY A (PLEDGEE): QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY
(BEIJING) COMPANY LIMITED

Authorized representative: ________

PLEDGOR: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

Authorized representative: ________

PLEDGOR: FENG LEI


                                      13
                                       APPENDIX I PARTICULARS

Party B:

Beijing Run An Information Consultancy Company Limited

Establishment Date: January 29, 1997

Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing

Business Scope: strategic design of corporate identity, market investigation and analysis and economic
information consulting services

Registered capital: RMB1,000,000.00

FENG Lei:

Nationality: China

Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing

Telephone: 8610-13901189904

Qiancheng Advertising:

              Enterprise Name:       Beijing Qian Cheng Si Jin Advertising Company Limited

              Establishment Date: February 12, 1999

              Registered Address: Premises of the Government of Yujiawu Hui Nationality




Township, Tongzhou District, Beijing

Registered Capital: RMB100,000.00

Shareholders: Run An and FENG Lei, where Run An holds 20% equity of Qiancheng Advertising, and FENG
Lei holds the other 80% equity of Qiancheng Advertising.

                                                       14
 APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF BEIJING QIAN CHENG SI
                                   JIN
                      ADVERTISING COMPANY LIMITED

The shareholders meeting of Beijing Qian Cheng Si Jin Advertising Company Limited (the "Company") made this
resolution with unanimous vote with respect to the Equity Pledge Agreement entered into by and between the
shareholders of the Company and Qian Cheng Wu You Network Information Technology (Beijing) Company
Limited on May 3, 2004. The shareholders meeting adopts and agrees the following:

Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian
Cheng Wu You Network Information Technology (Beijing) Company Limited.

This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3,
2004:

SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

Authorized Representative



SHAREHOLDER: FENG LEI


                                                     15
APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING)
                           COMPANY LIMITED

              PROPORTIONATE
SHAREHOLDER   CONTRIBUTION              PARTICULARS OF SHAREHOLDER                          SHAREHOLDER PLE
-----------   -------------   -------------------------------------------------   -------------------------
FENG Lei          80%         Nationality: China                                  In accordance with the Eq
                                                                                  entered into by and betwe
                              Address: Apt.#2003, Building 10                     Information Consultancy C
                              Fangchengyuan I Area, Fengtai District, Beijing     FENG Lei and Qian Cheng W
                                                                                  Information Technology (B
                              Telephone: 8610-13901189904                         Limited. dated May 3, 200
                                                                                  all of his equity in Qian
                                                                                  Qian Cheng Wu You Network
                                                                                  (Beijing) Company Limited
                                                                                  for the equity pledge sha
                                                                                  of such Equity Pledge Agr

Beijing Run       20%         Establishment Date: January 29, 1997                In accordance with the Eq
An                                                                                entered into by and betwe
Information                   Registered address: Unit F, 32/F, China Merchant    Information Consultancy C
Consulting                    Tower, 118 Jian Guo Road, Chao Yang District,       Lei and Qian Cheng Wu You
Company                       Beijing                                             Technology (Beijing) Comp
Limited                                                                           3, 2004, Beijing Run An I
                              Business Scope: provide consulting services to      Company Limited has pledg
                              entities, provide marketing analysis services       Qiancheng Advertising to
                              and information consulting services                 Network Information Techn
                                                                                  Limited The registration
                                                                                  pledge shall be the execu
                                                                                  Equity Pledge Agreement.




BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED (SEAL)

                                                 16
LEGAL REPRESENTATIVE: ___________________________

SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED



SHAREHOLDER: FENG LEI



DATE: MAY 3, 2004

                                      17
                           EXHIBIT 10.11

                     COOPERATION AGREEMENT

                           by and between

  SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED

                                and

QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED

                            MAY 3, 2004
                                       COOPERATION AGREEMENT

This COOPERATION AGREEMENT ("AGREEMENT") is made and entered into on May 3, 2004 by and
between the following parties:

PARTY A: Shanghai Run An Lian Information Consultancy Company Limited, a limited liability company duly
organized and validly existing under the laws of the People's Republic of China, with its registered address at
Room 753, 710 Changping Road, Shanghai, China; and

PARTY B: Qianjin Network Information Technology (Shanghai) Company Limited, a Sino-foreign joint venture
duly organized and validly existing under the laws of the People's Republic of China, with its registered address at
Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China.

WHEREAS:

1. Party A is a company specializing in the provision of human resources services, which has obtained a Shanghai
human resources service license and is qualified to provide human resource service, including online human
resource service and Internet content provision service; Party A currently owns and operates a website
specializing in the provision of Internet human resource service, i.e., www.51job.com ("HR Website");

2. Party B is a company with the software technology, multi-media technology and Internet system technology,
specializing in the design and production of Internet advertisement with a advertising license for publishing Internet
advertisement on HR Website; and

3. Party B has certain customer resources, and such customers need the technical and consulting services and
human resource service in connection with recruitment. Party B is capable of providing such technical and
consulting services, and holds a license to publish Internet advertisement. Due to fact that Party B no longer
provides any human resource service, Party B intends to engage Party A and Party A intends to be engaged by
Party B to provide relevant human resource service and to provide services in connection with publishing
information on the HR Website to Party B's customers.

NOW THEREFORE, Party A and Party B hereby agree on the following terms and conditions and agree to
perform this Agreement according to such terms and conditions:

                           ARTICLE 1 GENERAL PRINCIPLE OF SERVICES

                                                          2
Party A shall provide to the customers of Party B human resource service and services of publishing information
through the HR Website relying on its qualification to provide human resources services and the HR Website;
Through its Internet technology, Party B shall provide technical and consulting services with respect to the
development, construction, and maintenance of the HR Website, and shall provide the technical and consulting
services related to the human resource services at the special request of the customers.

                      ARTICLE 2 SERVICES AND OBLIGATIONS OF PARTY A

Party A, together with Party B, shall enter into a Three Party Service Agreement with the recruiting company
("Customer"), and Party A shall conduct the following:

1. liaison with the Customer, collecting background information and hiring criteria from the Customer, and
prepare hiring plans;

2. searching for qualified candidates for the Customers, communicating with the candidates, and arranging
negotiation, interview, and execution of employment contracts and other matters between the Customers and the
candidates; and

3. publishing recruiting information and advertisement bar of the Customer and creating a hyperlink between the
advertisement bar and the recruitment page of Customer's website.

In the event that Party A breaches this Agreement and causes the breach of the Three Parties Service Agreement
by and among Party A, Party B and the Customer or other similar agreement , then Party A shall be responsible
for the settlement of disputes with the Customer, compensate the Customer for any losses and hold Party B
harmless from such breach.

                                        ARTICLE 3 SERVICE FEES

For the purpose of this Agreement, Party B shall pay service fees to Party A. The service fees shall be settled
quarterly, which shall be paid within 45 days following the end of each quarter. Service fees shall be the amount
of the direct operation costs incurred in the previous quarter plus 5% of such operation costs, provided that the
service fees shall not exceed RMB300,000 per quarter. If it is shorter than three months at the time of fee
settlement, the service fees shall be calculated based on the actual days involved and in accordance with the same
formula as set out in this provision.

                                                        3
                                   ARTICLE 4 COPYRIGHT OWNERSHIP

The ownership of the intellectual property rights of Party A and Party B arising from or in connection with the
cooperation shall be determined as follows: Party B owns the copyright for the database software and other
relevant software designed by Party B, and the intellectual property rights of and any other rights derived from the
results of development and research through the research and development under this Agreement and other
agreements entered into by both Parties shall be owned by Party B, including without limitations the right to apply
for patent, copyright for the software, technical documents and technical information as the carrier or other
intellectual property rights, and the right to license the foresaid intellectual property rights to other parties or to
transfer the foresaid intellectual property rights.

                                  ARTICLE 5 TERM AND TERMINATION

5.1 This Agreement shall become effective from the date of execution hereof by the respective authorized
representatives of Parties with the company seals of the Parties affixed hereto, and shall remain effective for ten
(10) years.

5.2 During the term of this Agreement, in the event of breach of this Agreement by any Party, the other Party may
terminate this Agreement by written notice if the breaching Party fails to cure the breach within fourteen (14) days
of the receipt of the written notice from such other Party.

5.3 This Agreement may be extended to any term agreed by the Parties in writing.

                         ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT

6.1 In the event of default by any Party hereto on its obligations provided in this Agreement, the defaulting party
shall, upon the receipt of a written notice from the non-defaulting party requesting the correction, immediately
refrain from such default and shall compensate the non-defaulting Party for all losses and damages thus caused to
the non-defaulting party within fourteen (14) days of the notice. Should the defaulting party continue the breach or
fails to perform its obligations, the non-defaulting Party shall have the right, in addition to the right to claim for
compensation for its losses due to such beach of contract, to the early termination of this Agreement.

6.2 In the event that the Parties hereto are both at fault, then they shall bear the respective liabilities for the breach
in accordance with the actual faults committed by parties.

                                                            4
                                              ARTICLE 7 WAIVER

7.1 Except for the obligation of compensation provided herein, no Party shall be liable for any contingent,
consequential, special or punitive damages or other damages of the other Party arising from or in connection with
this Agreement, whether or not alleged to be the result of contracts or infringement (including negligence or strict
liability), or other circumstances, and whether or not the other Party has been informed of the possibilities of such
damages to such other Party.

7.2 The rights and obligations under this Agreement shall apply to the respective successors, permitted assigns e,
executor, and manager of both Parties to the extent possible. Any Party may transfer the services which it shall
provide under this Agreement to any of its affiliates or successors, regardless whether such succession results
from merger, acquisition, asset purchase or other circumstances.

7.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity,
effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the
performance of such invalid, null and unenforceable provision and shall amend such provision only to the extent
that it will be valid, effective and enforceable with respect to such specific facts and situations in a manner that
most closely reflect the original intentions of such provision.

7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one
Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of its
rights and shall not prejudice, affect or restrict any of the rights which such Party shall be entitled to under this
Agreement and relevant PRC laws and regulations.

                                              ARTICLE 8 NOTICE

All notices hereunder shall be either delivered by personal delivery or via facsimile or registered airmail. A notice,
if sent via registered airmail, shall be deemed to have been serviced on the fifth day of the dispatch of the
registered mail, or if sent via facsimile or by personal delivery, shall be deemed to have been serviced on the date
immediately following the date of the dispatch or transmission. If a notice is sent via facsimile, the original copy
shall be sent via registered airmail or by personal delivery after the transmission.

                   ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW

9.1 The execution, effectiveness, performance and interpretation of this Agreement shall be governed by the laws
of the People's Republic of China.

                                                          5
9.2 Any disputes arising from or in connection with the execution, performance, interpretation and dispute
settlement of this Agreement shall be settled by both Parties through friendly consultations. If Parties fail to settle
the disputes through friendly consultations, either Party may submit the dispute to China International Economy
and Trade Arbitration Commission (hereinafter referred to as "CIETAC") for arbitration in Beijing in accordance
with the then applicable arbitration rules of CIETAC.

9.3 During the arbitration, the Parties shall continue to perform their obligations under this Agreement not subject
to the arbitration.

9.4 The arbitral award shall be final and binding upon the Parties.

                                       ARTICLE 10 MISCELLANEOUS

           10.1   This Agreement may not be revised, modified, supplemented or dissolved
                  unless by written agreements between the Parties signed by the authorized
                  representatives.

           10.2   Appendixes attached to this Agreement shall be an integral part of this
                  Agreement. The Parties may, from time to time, revised, add to or adjust
                  the Appendixes hereto during the term of this Agreement.

           10.3   This Agreement is written in Chinese in two counterparts, with each Party
                  holding one counterpart.




IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives on the date and year first written above.

PARTY A: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

PARTY B: QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY
LIMITED

SIGNED BY: ___________________

AUTHORIZED REPRESENTATIVE:
TITLE:

                                                           6
                        EXHIBIT 10.12

              DOMAIN NAME LICENSE AGREEMENT

                           between

                       51NET.COM INC.

                             and

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED

                         May 3, 2004
ARTICLE I      LICENSE......................................................    3

ARTICLE II     LICENSE FEES..................................................   4

ARTICLE III    OWNERSHIP.....................................................   4

ARTICLE IV     CONFIDENTIALITY...............................................   4

ARTICLE V      REPRESENTATIONS AND WARRANTIES................................   5

ARTICLE VI     RIGHTS AND OBLIGATIONS........................................   6

ARTICLE VII    QUALITY OF 51NET WEBSITE.....................................    6

ARTICLE VIII   COMPETITIVE DOMAIN NAME......................................    7

ARTICLE IX     EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION...................   7

ARTICLE X      TERMINATION...................................................   7

ARTICLE XI     EFFECTIVENESS OF TERMINATION..................................   7

ARTICLE XII    TAXES.........................................................   8

ARTICLE XIII   INDEMNIFY....................................................    8

ARTICLE XIV    FORCE MAJEURE EVENT..........................................    8

ARTICLE XV     NOTICE.......................................................    8

ARTICLE XVI    TRANSFER; PLEDGE.............................................    9

ARTICLE XVII   GOVERNING LAW................................................    9

ARTICLE XVIII DISPUTES RESOLUTION..........................................     9

ARTICLE XIX    MODIFICATION AND AMENDMENTS..................................    9

ARTICLE XX     SEVERABILITY.................................................    9

ARTICLE XXI    MISCELLANEOUS................................................    10




                                       2
                               DOMAIN NAME LICENSE AGREEMENT

This Domain Name License Agreement ("AGREEMENT") is made and entered into on May 3, 2004 by and
between:

51NET.COM INC., a company organized under the laws of the British Virgin Islands, with its registered office
at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands
("LICENSOR"), and

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED, a limited liability
company duly organized and validly existing under the laws of the People's Republic of China, with its registered
address at Room 753, 710 Changping Road, Shanghai, PRC ("LICENSEE").

WHEREAS:

1. Licensor is a company organized under the laws of the British Virgin Islands and has legally obtained and owns
the domain name under this Agreement; and

2. Licensor agrees to grant to Licensee the license to use the foresaid domain name in accordance with the terms
and conditions of this Agreement, and Licensee agrees to accept such license in accordance with the same terms
and conditions.

NOW THERFORE, the parties hereof agree as follows:

                                            ARTICLE I LICENSE

1.1 Grant of Domain Name License

In accordance with this Agreement, Licensor agrees to grant to Licensee and the Licensee agrees to accept the
license ("DOMAIN NAME LICENSE") to use the domain name www.51job.com ("51NET DOMAIN
NAME")

1.2 Territories of the Domain Name License

a. Domain Name License granted hereunder shall be effective only on the 51net website operated by Licensee,
i.e., http://www.51job.com ("51NET WEBSITE"). Licensee hereby agrees that it shall not use or authorize
others to use 51net Domain Name, directly or indirectly, in any means other than as provided in this Agreement.

b. Domain Name License granted under this Agreement is effective only within the territory of China (excluding
Hong Kong, Macau and Taiwan). Licensee agrees that it shall not use or authorize others to use 51net Domain

                                                        3
Name, directly or indirectly, in other countries or areas.

                                          ARTICLE II LICENSE FEES

2.1 Licensee agrees to pay Domain Name License fees to Licensor for Domain Name License granted under this
Agreement and for use of 51net Domain Name, and the parties shall separately determine the specific fee
amount.

                                           ARTICLE III OWNERSHIP

3.1 The ownership of 51net Domain Name shall rest with Licensor. Licensee hereby acknowledges the value of
the goodwill related to 51net Domain Name. Licensee hereby confirms that, the value in connection with 51net
Domain Name, including the value of goodwill related to 51net Domain Name which has been formed as of the
date of this Agreement and the value of goodwill in connection with 51net Domain Name arising from the use of
51net Domain Name by Licensee and the operation of 51net Website by Licensee during the effective term of
this Agreement, shall be owned by Licensor.

                                      ARTICLE IV CONFIDENTIALITY

4.1 Licensee shall keep confidential any and all confidential data and information that Licensee learned or
accessed due to its acceptance of the foresaid Domain Name License ("Confidential Information").

4.2 Upon the termination of this Agreement, Licensee shall return any and all documents, information or software
containing the Confidential Information to Licensor at the request of Licensor, or destroy the same or delete any
Confidential Information from any relevant memory device, and it shall not continue to use such Confidential
Information.

4.3 Without prior written consent of Licensor, Licensee shall not disclose the Confidential Information to any
third party.

4.4 Without prior written consent of Licensor, Licensee shall not use the Confidential Information for purposes
other than this Agreement.

4.5 The Parties agree that, this confidentiality provision shall survive the modification, dissolution or termination of
this Agreement.

                                                             4
                        ARTICLE V REPRESENTATIONS AND WARRANTIES

5.1 Licensor hereby undertakes and warrants that:

a. Licensor is a company registered and organized and duly existing under the laws of the British Virgin Islands;

b. Licensor has the power and authorization to execute and perform this Agreement, and the execution and
performance of this Agreement by Licensor conform to the stipulations in its business scope, articles of
association and other incorporation documents, and Licensor has obtained all necessary and appropriate
approvals and authorizations for the execution and performance of this Agreement;

c. the execution and performance of this Agreement by Licensor do not violate any laws and regulations or
governmental approval, authorization, notice or other government documents, which is binding upon or affects
Licensor, or constitutes any default to any agreement entered into by Licensor and any third party or any
undertaking to any third party; and

d. this Agreement constitutes a legal and valid obligation enforceable against Licensor upon the execution of this
Agreement.

5.2 Licensee hereby undertakes and warrants that:

a. Licensee is a company registered and organized and duly existing under the PRC laws;

b. Licensee has the power and authorization to execute and perform this Agreement, and the execution and
performance of this Agreement by Licensee conform to the stipulations in its business scope, articles of
association and other incorporation documents, and Licensee has obtained all necessary and appropriate
approvals and authorizations for the execution and performance of this Agreement;

c. the execution and performance of this Agreement by Licensor do not constitute any default or violation to any
agreement entered into by Licensee and any third party or any undertaking to any third party;

d. this Agreement constitutes legal and valid obligations enforceable against Licensee upon the execution of this
Agreement;

e. Licensee has obtained all governmental approvals, licenses, authorizations or permits to conduct Internet
human resources services and Internet

                                                         5
information provision business within China; and

f. Licensee shall use 51net Domain Name and operate 51net Website in strict accordance with relevant PRC
laws and regulations and government requirements, and shall complete legal formalities with regard to government
approvals and licenses of, and registration and filing with the authorities in connection with the use of 51net
Domain Name and the operation of 51net Website (if applicable).

                               ARTICLE VI RIGHTS AND OBLIGATIONS

6.1 During the effective term of this Agreement, Licensor shall complete all legal procedures related to 51net
Domain Name in accordance with the administrative regulations and requirements of the agency that 51net
Domain Name is registered with, including without limitation the annual examination, and shall pay all expenses
and fees in connection with 51net Domain Name.

6.2 Licensee shall not infringe any of Licensor's rights to 51net Domain Name within the term of this Agreement
or afterwards, and it shall not challenge the validity of 51net Domain Name and this Agreement.

6.3 Licensee agrees that it shall use its best efforts to assist Licensor to protect the Licensor's rights to 51net
Domain Name. To protect the rights of Licensor to the 51net Domain Name from infringement, Licensor may file
a claim or litigation in its own name, or in the name of Licensee or in the name of both Licensor and Licensee, and
Licensor may respond to any claims or litigations in its own name, or in the name of Licensee or in the name of
both Licensor and Licensee.

6.4 Licensee agrees that, once it becomes aware of any infringement of the rights of Licensor to 51net Domain
Name, Licensee shall immediately notice Licensor in writing, and it is Licensor's decision as to whether any action
should be taken against such infringement.

6.5 Licensee agrees that it shall only use 51net Domain Name in accordance with this Agreement and it shall not
use 51net Domain Name in any manner which, in the opinion of Licensor, is fraudulent, misleading or otherwise
detrimental to 51net Domain Name.

                              ARTICLE VII QUALITY OF 51NET WEBSITE

7.1 Licensee shall use its best endeavors to improve the quality of 51net Website

                                                        6
during the operation of the website so as to maintain and improve the goodwill and reputation represented by
51net Domain Name.

                            ARTICLE VIII COMPETITIVE DOMAIN NAME

8.1 In the event that the domain names currently used or to be used by Licensee or its affiliates conflict with 51net
Domain Name hereunder, Licensor has the right to terminate this Agreement with a prior written notice of thirty
(30) days to Licensee.

                 ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION

9.1 This Agreement shall be executed on and become effective as of the date first written above. Unless
otherwise terminated early pursuant to this Agreement, the term of this Agreement shall be two (2) years.

9.2 This Agreement may be extended upon the written consent of Licensor.

                                        ARTICLE X TERMINATION

          10.1    This Agreement shall be terminated upon the expiration of the term of this
                  Agreement, unless extended in accordance with this Agreement.

          10.2    In the event that any party violates this Agreement and fails to remedy
                  such violations within thirty (30) days of the receipt of a written notice
                  from the other party requesting the remedy, the non-defaulting party may
                  terminate this Agreement by written notice to the defaulting party.

          10.3    Article 4 hereof shall survive the termination of this Agreement.

                                   ARTICLE XI EFFECTIVENESS OF TERMINATION

          11.1    Immediately upon the termination of this Agreement, Licensee shall return
                  to Licensor all the rights granted by Licensor to Licensee under this
                  Agreement and Licensor shall have the right to grant others the license to
                  use 51net Domain Name and Licensee shall not use 51net Domain Name in any
                  way.




                                                         7
                              ARTICLE XII TAXES

12.1   Any taxes incurred due to the execution and performance of this Agreement
       shall be borne by parties respectively in accordance with relevant laws
       and regulations.

                  ARTICLE XIII LIABILITIES OF BREACH OF AGREEMENT

13.1   In the event that any breach of this Agreement by a party causes losses
       and damages to the other party, the defaulting party shall be liable and
       compensate the non-defaulting party for all losses and damages.

13.2   Any allowance, grace period and deferred exercise of the rights entitled
       under this Agreement granted by one party in connection with the other
       party's default or delay shall not be construed as a waiver of the same of
       the right of such party.

                         ARTICLE XIV FORCE MAJEURE EVENT

14.1   The Force Majeure Event hereunder refers to governmental act, fire,
       explosion, typhoon, flood, earthquake, tide, lightning, war or any other
       events which are unforeseeable by and beyond the control of any party
       hereto. In the event of a Force Majeure Event, the party affected by such
       event shall immediately notice the other party.

14.2   In the event of occurrence of Force Majeure Event, no party shall be held
       liable for the damages, losses or increased expenses arising from such
       party's failure of or delay in the performance of this Agreement due to
       the Force Majeure Event, and the failure of or delay in the performance of
       the Agreement due to the Force Majeure Event shall not be deemed as a
       breach of this Agreement. The party affected by the Force Majeure Event
       shall take all appropriate measures to set off or minimize the effect of
       the Force Majeure Event, and it shall use the best efforts to continue to
       perform the obligations the performance of which has been suspended or
       delayed. After the Force Mejeure Event is eliminated, both parties agree
       that they shall use their best endeavors to continue to perform this
       Agreement.

                                ARTICLE XV NOTICE

15.1   Any notice made under this Agreement shall be delivered to the other party
       by personal delivery, via facsimile or by registered mail. A notice, if
       sent by registered mail, shall be deemed to have been served on the date
       recorded on the

                                       8
       return receipt, if sent by personal delivery or via facsimile, shall be
       deemed to have been served on the date immediately following the date on
       which such notice is sent. In the event that the notice is sent via
       facsimile, the original of such notice shall be sent by registered mail or
       by personal delivery immediately after the transmission.

                          ARTICLE XVI TRANSFER; PLEDGE

16.1   Without the prior written consent of Licensor, Licensee shall not
       transfer, sublicense, or pledge any of its rights and obligations
       (including but not limited to Domain Name License) under this Agreement or
       otherwise impose any security interests upon the same.

                           ARTICLE XVII GOVERNING LAW

17.1   The parties hereto agree that this Agreement shall be governed by the PRC
       laws.

                         ARTICLE XVIII DISPUTES RESOLUTION

18.1   All disputes arising from or in connection with this Agreement shall be
       resolved through friendly consultation between the parties hereto, failing
       which, either party may submit the dispute to China International Economic
       and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in
       accordance with then effective arbitration rules of CIETAC. The
       arbitration award shall be final and binding upon both parties hereto.

18.2   In the event that any disputes occur due to interpretation and performance
       of this Agreement or any disputes are under the arbitration, both parties
       hereto shall continue to perform their respective duties and obligations
       under this Agreement not subject to the disputes.

                      ARTICLE XIX MODIFICATION AND AMENDMENTS

19.1   Both parties may modify or supplement this Agreement by written agreement.
       Any modification of and/or supplement to this Agreement constitute an
       integral part of this Agreement, and shall have the same legal effect with
       this Agreement.




                         ARTICLE XX SEVERABILITY

                                        9
         20.1   The invalidity of any provision under this Agreement shall not affect the
                effect and validity of other provisions hereunder.

                                     ARTICLE XXI MISCELLANEOUS

         21.1   The parties hereto have caused their respective authorized representatives
                to execute and affix their respective company seals to this Agreement on
                the date first written above, on which date this Agreement shall become
                effective. This Agreement shall be written in two (2) counterparts, one
                for Licensor and one for Licensee. Both counterparts shall have the same
                legal effect.




LICENSOR: 51NET.COM INC.

Authorized representative:

LICENSEE: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY
LIMITED

Authorized representative:

                                                10
                    EXHIBIT 10.13

               CALL OPTION AGREEMENT

                       Between

BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED

                         and

                   51NET.COM INC.
                                           Call Option Agreement

This Call Option Agreement (the "AGREEMENT") is made and entered into as of August 1, 2002 by and
between:

(1) BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED, a limited liability company
organized and existing under the PRC Law, with its registered office at the premises of the Government of
Yujiawu Hui Nationality Township, Tongzhou District, Beijing, PRC (the "PARTY A"); and

(2) 51NET.COM INC., a company organized and existing under the laws of the British Virgin Islands, with its
registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands
(the "PARTY B").

WHEREAS:

(1) Qianjin Network Information Technology (Shanghai) Company Limited ("TECH JV"), a Chinese-Foreign
joint venture company organized and existing under the PRC Law, and its business scope is to design and
develop software, multi-media and network system, related applications and relevant information services, design
and produce Internet advertisements, launch Internet advertisements through www.51job.com, and provide
career services and human resources (HR) services (operated with licenses, if required);

(2) Shanghai Qianjin Culture Communication Company Limited ("ADCO"), a limited liability company organized
and existing under the PRC Law, and its business scope is to design and produce all kinds of advertisements, and
represent as agency for domestic advertisement (operated with licenses);

(3) Party A owns 1% of the total issued and outstanding shares of Tech JV, and 20% of the total issued and
outstanding shares of AdCo; and

(4) Party A desires to sell to Party B and/or a company or person designated by Party B and Party B and/or a
company or person designated by Party B desires to purchase from Party A 1% of the total issued and
outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo subject to the PRC
laws.

NOW THERFORE, upon friendly consultations and based on a principle of equality and mutual benefits, Party A
and Party B hereof agree as follows:

                                                       1
                                         ARTICLE I DEFINITIONS

1.1 Unless otherwise defined hereof, the following terms shall have the following meanings:

          "APPROVAL"           any approval, consent, license, permit obtained from and/or
                               issued by any PRC administrative authority in accordance with
                               the PRC Law, including without limitations the approval of
                               government authority of foreign trade and economy regarding
                               the establishment of foreign investment enterprises ("FIE")
                               and any change accordingly;


          "OPTION"             the right of Party B and/or the company or person designated
                               by Party B to acquire from Party A 1% of the total issued and
                               outstanding shares of Tech JV and 20% of the total issued and
                               outstanding shares of AdCo in accordance with the terms and
                               conditions of this Agreement;

          "PRC"                the Peoples' Republic of China, for purposes of this
                               Agreement, excluding Hong Kong, Macao and Taiwan;

          "PRC LAW"            all the laws, regulations and decisions made and promulgated
                               by any PRC legislature, and all the administrative
                               regulations, rules and measures and other official documents
                               legally binding (on the parties hereto);

          "REGISTRATION"       any legal registration with relevant PRC authorities upon the
                               application in accordance with the PRC Law, including without
                               limitations the registration with relevant administration for
                               industry and commerce for the establishment and change of the
                               FIEs;

          "SHARES"             the equity interests which investor holds by contributing to
                               the registered capital of the company or purchasing or
                               otherwise lawfully acquiring the capital contribution from the
                               original investor of the company. The percentage of the equity
                               shares held by a shareholder in the company shall be equal to
                               his or her proportionate contribution to the registered
                               capital of the company.




                                            ARTICLE II OPTION

2.1 Party A hereby irrevocably grants Party B the Option, after which Party B shall have the right to purchase
from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and
outstanding shares of AdCo held by Party A.

2.2 Subject to the PRC Law, Party B and/or a company or person designated by

                                                        2
Party B shall have the right to exercise the Option under the terms and conditions of this Agreement at any time
during the term of this Agreement to acquire from Party A 1% of the total issued and outstanding shares of Tech
JV and 20% of the total issued and outstanding shares of AdCo.

2.3 Upon the request of Party B and/or a company or person designated by Party B to exercise the Option,
Party A is obligated to transfer the Shares to Party B and/or the company or person designated by Party B.

                                             ARTICLE III PRICE

3.1 Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued
and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from
Party A, Party B will pay Party A in the total amount of RMB1.2 Million as a consideration.

3.2 Party B and/or the company or person designated by Party B exercise all the Option, and acquire 1% of the
total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo from
Party A. Regarding the foresaid share transfer, Tech JV and AdCo shall have gone through the formalities of
approval and registration. Within five (5) days following the issuance of a new Approval Certificate and a
Business License for Enterprise Legal Person from the approval and registration authorities (or the issuance of
relevant approval and registration certificates by the authority in charge of the exercise of the Option), Party B
shall deliver the full payment as stipulated in Article 3.1 hereof in a lump sum.

                                   ARTICLE IV EXERCISE OF OPTION

4.1 Party A and Party B hereof agree that no entity or person other than Party B and/or the company or person
designated by Party B shall have the right to exercise the Option.

4.2 Party B and/or the company or person designated by Party B shall have the right to exercise the Option by
the means as permitted by law at any time after this Agreement becomes effective.

4.3 Subject to the PRC Law, Party B and/or the company or person designated by Party B shall be entitled to
exercise the Option in whole or in part, and on one or more occasions pursuant to this Agreement.

4.4 When Party B and/or the company or person designated by Party B decides to

                                                        3
exercise the Option, it shall issue to Party A an OPTION NOTICE (which form is attached as Appendix 2).
Once the Option Notice is issued, Party A shall transfer to Party B and/or the company or person designated by
Party B the Shares as stipulated on the Option Notice pursuant to this Agreement and the Option Notice.

4.5 Party A shall, within 60 days following the issuance of the Option Notice, assist Party B and/or the company
or person designated by Party B to assist Party B and/or the company or person designated by Party B in
completing all the Approval and the Registration procedures necessary for the transfer of the Shares from Party
A to Party B and/or the company or person designated by Party B.

                        ARTICLE V REPRESENTATIONS AND WARRANTIES

5.1 Party A hereof represents and warrants to Party B and/or the company or person designated by Party B that
as at the date of this Agreement and at the time when Party B and/or the company or person designated by Party
B exercises the Option in accordance with this Agreement:

5.1.1 Party A is a limited liability company organized and existing under the PRC Law;

5.1.2 Party A has gone through all necessary corporate procedures and has obtained all necessary authorizations
and consents for the execution and performance of this Agreement;

5.1.3 Party A has paid up all its proportionate capital contribution in Tech JV and AdCo and Party A owns 1%
of the total issued and outstanding equity interest in Tech JV and 20% of the total issued and outstanding equity
interest in AdCo, and Party B has no obligation to contribute any contributions to Tech JV or AdCo after Party
B acquires the Shares;

5.1.4 Party A represents and warrants that, the Shares it owns in Tech JV and AdCo are free from any option,
pledge, or any other security interests or encumbrance with the same legal effect, or any undertakings or
obligations of the foresaid encumbrance, and no option, pledge, or any other security interests or encumbrance
with the same legal effect, or any undertakings or obligations of the foresaid encumbrance may be set on such
Shares Party B's written consent; and without Party B's written consent, Party A shall not transfer any of the
Shares it owns in Tech JV or AdCo to any third party;

                                                        4
51.5 the execution and performance of this Agreement will not cause Party A to violate any of its obligations in
any legal binding documents that Party A is a party, or constitutes a violation of the PRC Law and/or any
injunction or order or decree of any court, arbitration tribunal or administrative agency; and

5.1.6 no litigation, arbitration, governmental investigation, penalty or other similar material events is pending upon
or is threatened to be initiated against Party A, which has or would have an adverse effect upon the matters
stipulated hereof.

5.2 Party B hereof represents and warrants to Party A that as at the date of this Agreement:

5.2.1 Party B is a limited liability company organized and existing under the laws of the British Virgin Islands; and

5.2.2 the execution and performance of this Agreement will not cause Party B to violate any of its obligations in
any legal binding documents that Party B is a party, or constitutes a violation of any injunction or order or decree
of any court, arbitration tribunal or administrative agency.

                                           ARTICLE VI INDEMNITY

6.1 If Party B hereto discovers, after the Shares have been transferred to Party B and/or the company or person
designated by Party B in accordance with this Agreement, that any of the representations and warranties made by
Party A under this Agreement is false or inaccurate, then Party B has the right to request Party A to correct or
cure the false or inaccurate circumstance so that the non-conforming circumstance is consistent with the
applicable representations and warranties hereof. In the event that Party A is unable to correct or cure such non-
conforming circumstance by then, Party B shall have the right to cure the foresaid situation and any costs and
expenses incurred shall be borne by Party A, and Party A shall also be liable for any and all losses and costs that
Party B and/or the company or person designated by Party B has suffered in connection with or arising from the
aforementioned false or inaccurate representation and/or warranties made by Party A.

6.2 If any party hereto defaults or violates any of its obligations hereof, the defaulting party shall compensate the
non-defaulting party for any loss incurred or suffered by the non-defaulting party in connection with or arising
from the aforementioned defaults or violations.

                                                          5
                                     ARTICLE VII CONFIDENTIALITY

7.1 Unless otherwise stipulated hereof, Party A and Party B shall use their best endeavors to keep the following
information in confidential, (1) any business information in connection with the other party which was obtained
from the execution and performance of this Agreement, (2) any contents hereof and (3) matters in connection
with any potential cooperation the parties may have. Any Party hereof shall limit its employees, agents and others
to obtain the foresaid information only when it is necessary to perform the responsibilities and obligations of this
Agreement.

7.2 Parties hereof shall cause its directors, officers and other employees and the directors, officers and other
employees of any of its affiliates to abide by this clause.

                                ARTICLE VIII FORCE MAJEURE EVENT

8.1 Force Majeure Event shall refer to any uncontrollable, unforeseeable or unpreventable event of either party
or both parties hereof, occurred after the date of this Agreement, which caused any party hereof unable to
perform all or part of this Agreement, including without limitation explosion, fire, flood, earthquake, or other God
act, and war, riots, or government act.

8.2 In the event of occurrence of Force Majeure Event, the party affected by the event shall promptly notify the
other party without any delay and shall, within fifteen (15) days of the occurrence of the Force Majeure Event,
provide a detailed report evidencing the same. The party affected by the Force Majeure Event shall take all
appropriate means to eliminate the effect of the Force Majeure Event or minimize the loss to the other party. Both
parties shall decide to postpone or terminate the performance of the Agreement, or waive part or all obligations
and responsibilities of the affected party based on the effect of the Force Mejeure Event.

                                      ARTICLE IX GOVERNING LAW

9.1 The execution, effectiveness, interpretation and performance of this Agreement and the disputes resolution in
connection with this Agreement shall be governed by the PRC Law.

                                                          6
                     ARTICLE X DISPUTES RESOLUTION

10.1   All disputes arising from or in connection with this Agreement shall be
       resolved through friendly consultation between both parties hereof. If
       such dispute has not been settled within thirty (30) days after the
       consultation, either party may submit the dispute to China International
       Economic and Trade Arbitration Commission ("CIETAC") in Beijing for
       arbitration in accordance with then effective arbitration rules of CIETAC.
       The arbitration award shall be final and binding upon both parties hereto.

10.2   CIETAC as stipulated in Article 10.1 shall decide on which party bears the
       arbitration costs.

10.3   During the disputes, both parties hereto shall continue to perform the
       duties and obligations under this Agreement not the subject of the
       disputes.

                            ARTICLE XI EFFECTIVENESS

11.1   This Agreement shall become effective upon the date when the respective
       authorized representative of Party A and Party B executes and signs on
       this Agreement. The term of this Agreement is ten (10) years. Upon a
       written agreement between both parties, this term may be extended
       afterwards.

                               ARTICLE XII NOTICE

12.1   Any notice made under this Agreement shall be delivered to the other party
       by hand, facsimile or registered airmail. Seven (7) days of the postmark
       shall be deemed to be the date of the receipt if delivered by airmail, and
       the date of the delivery of a notice if delivered by hand. In the event
       that the notice is sent by facsimile, after the notice is sent by
       facsimile, the original copy shall be delivered to the other party by
       registered airmail or by hand.

               ARTICLE XIII LANGUAGE, COUNTERPARTS AND MISCELLANEOUS

13.1   This Agreement may not be changed, modified or amended in any way except
       by a written agreement agreed and signed by both parties.

13.2   In the event that any provision under this Agreement becomes ineffective,
       invalid or otherwise unenforceable, the effectiveness, validity and
       enforceability of other provisions hereunder shall not be affected or
       otherwise damaged, provided that both parties hereto shall immediately
       cease the performance of such ineffective, invalid or unenforceable
       provision, and correct

                                       7
              such provision, to the extend that such correction is the most close to
              the original intent of such provision, until such provision becomes
              effective, valid and enforceable.

       13.3   This Agreement shall be written in two (2) counterparts in Chinese, one
              (1) for Party A and one (1) for Party B.

       13.4   Party A and Party B shall cause their respective authorized representative
              to execute and sign on this Agreement as of the day and year first above
              written.




PARTY A
BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED

By:__________________________
Name: Feng Lei

PARTY B
51NET.COM INC.

By:______________________
Name: Rick Yan

                                               8
                                 APPENDIX I CONFIRMATION LETTER

To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B")

Whereas, Party A and Party B has executed and signed on the Call Option Agreement, in which Party A grants
to Party B and/or the company or person designated by Party B the option to acquire 20% equity interest in
Shanghai Qianjin Culture Communication Communication Company Limited ("AdCo") owned by Party A
("Option"), and we, Qianjin Network Information Technology (Shanghai) Company Limited as a shareholder
holding 80% equity interests in AdCo hereof confirm the following:

1. we agree that Party A grants to Party B and/or the company or person designated by Party B the option to
acquire 20% equity interests in AdCo;

2. in the event that Party B exercises or designates other company or person rather than us to exercise the
Option, we hereby waive the first right of refusal;

3. if, when Party B exercises the Option, the PRC Law requires Party B to hold at least 25% equity interests in
AdCo, then we hereof agree transfer part of the equity interests we owned in AdCo to satisfy such requirement;

4. we hereof undertakes that, in order to adjust the equity ratio of all shareholders in AdCo, we will sign share
transfer agreements and other documents with Party B and/or other company or person designated by Party B
who exercise the Option;

5. we will use our best efforts to cause AdCo to obtain any approval from the relevant PRC authorities regarding
the share transfer, and complete the registration in change at the administration for industry and commerce; and

6. after the execution of the Option Agreement, we will not, without Party B's written consent, (i) transfer the
Shares to any third party or impose any pledge on the Shares, or otherwise dispose the Shares; (ii) conduct any
acts or nonfeasance which may cause any loss to the Option and/or any decrease in value of the equity interests
held by Party A; (iii) establish or otherwise cooperate with others as a dormant partner or in a different name to
establish a company conducting same or similar business with the business of AdCo.

Shareholder:
Qianjin Network Information Technology (Shanghai) Company Limited Date:

                                                         9
                                     APPENDIX II OPTION NOTICE

To: Beijing Qian Cheng Si Jin Advertising Company Limited

To Whom It May Concern:

In accordance with the Call Option Agreement entered into by and between Beijing Qian Cheng Si Jin
Advertising Company Limited and us, 51net.com Inc., we hereof inform that we decide to exercise / designate [ ]
to exercise [all] or [(__)% of] the Option.

51net.com Inc.

By: ________________________
Authorized representative:
Title:
Date:

                                                      10
                           AMENDMENT TO CALL OPTION AGREEMENT

Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and
entered into the Call Option Agreement ("Option Agreement") on August 1, 2002 and the Supplement to Call
Option Agreement ("Supplemental Agreement") on May 3, 2004. Party A and Party B hereto agree to enter this
agreement as an amendment to the Option Agreement and the Supplemental Agreement ("Amendment
Agreement") as of May 3, 2004, as follows:

1. Article 3.1 of the Option Agreement provided that "Party A and Party B hereof agree that, for the Option
granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total
issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A in the total amount of
RMB1.2 Million as consideration"

The Parties hereby agree that the above provision should be amended as:

"Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and
outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party
A, Party B will pay Party A an aggregate amount of RMB1.2 Million as consideration. If Party B and/or its
designated company or individual fails to obtain the approval to acquire the foresaid shares at such price under
the then applicable PRC laws, the Parties agree that Party B and/or its designated company or individual will
purchase the foresaid shares at the lowest price to the extent permitted by the then applicable PRC laws."

2. Other provisions under the Option Agreement and the Supplemental Agreement shall remain effective.

3. This Amendment Agreement is a part of the Option Agreement and the Supplemental Agreement and shall
have the same legal effect.

4. This Amendment Agreement becomes effective upon the day of execution by the respective authorized
representative of Party A and Party B.

Party A: Beijing Qian Cheng Si Jin Advertising Company Limited

By: ______________________________

Name:

Title:

Party B: 51net.com Inc.

By: ______________________________

Name:

Title:
                            SUPPLEMENT TO CALL OPTION AGREEMENT

Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and
entered into the Call Option Agreement ("Option Agreement") on August 1, 2002. Party A and Party B hereto
agree to enter this agreement as a supplement to the Option Agreement ("Supplemental Agreement") as follows:

1. Party A agrees to grant Party B and/or the company or individual designated by Party B the option to
purchase all the equity interest held by Party A in the following companies: (i) 30% equity interest in Wuhan Mei
Hao Qian Cheng Advertising Company Limited, (ii) 10% equity interest in each of the following companies:
Dalian Mei Hao Qian Cheng Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited,
Chongqing Qian Cheng Wu You Advertising Company Limited, Kunming Mei Hao Qian Cheng Advertising
Company Limited, Shanghai Cheng An Human Resources Company Limited, Shanghai Wang Cai Trading
Company Limited, and Hefei Wu You Culture Communication Company Limited, (iii) all equity interest to be
held by Party A in any entities which Party A may establish in the future.

2. Party A and Party B hereto agree that the price to be paid by Party B and/or the company or individual
designated by Party B in consideration of the equity interest set forth in clause 1 above shall be the lowest price
permitted under the laws.

3. All the provisions under the Option Agreement shall apply to all matters hereunder, unless otherwise provided
herein.

4. Shanghai Qianjin Culture Communication Company Limited, another shareholder of the companies listed in (1)
and (2) in Clause 1 above, has agreed to the grant of option to Party B by Party A in accordance with the Option
Agreement and this Supplemental Agreement. The confirmation issued by Shanghai Qianjin Culture
Communication Communication Company Limited is attached hereto as Appendix A.

5. This Supplementary Agreement is a part of the Option Agreement and shall have the same legal effect.

6. This Supplementary Agreement becomes effective upon the day of execution by the respective authorized
representative of Party A and Party B.

Party A: Beijing Qian Cheng Si Jin Advertising Company Limited

By: ______________________________

Name:

Party B: 51net.com Inc.

By: ______________________________

Name:
                                      APPENDIX A CONFIRMATION

To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B")

Whereas, Party A and Party B entered into the Call Option Agreement on August 1, 2002, and the Supplemental
Agreement on May 3, 2004 (hereinafter referred to collectively as the "Agreement"), whereby Party A grants
Party B and/or the company or individual designated by Party B the option to purchase all the equity interest held
by Party A in the following companies: (i) 30% equity interest in Wuhan Mei Hao Qian Cheng Advertising
Company Limited, (ii) 10% equity interest in each of the following companies: Dalian Mei Hao Qian Cheng
Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited, Chongqing Qian Cheng Wu
You Advertising Company Limited, Kunming Mei Hao Qian Cheng Advertising Company Limited, Shanghai
Cheng An Recruitment Services Company Limited, Shanghai Wang Cai Trading Company Limited, and Hefei
Wu You Culture Communication Company Limited, and (iii) all equity interest to be held by Party A in any
entities which Party A may establish in the future.

NOW, THEREFORE, as the shareholder of the foresaid companies ("Subsidiaries") listed in Items (1) and (2)
above, we, Shanghai Qianjin Culture Communication Company Limited hereof confirm the following:

1. we agree to the grant of the foresaid option by Party A to Party B and/or the company or individual designated
by Party B;

2. in the event that Party B exercises or designates other company or individual other than us to exercise the
option, we hereby waive the first right of refusal to purchase such equity interest;

3. we hereby undertake that, in order to adjust the equity ratio of the shareholders in such Subsidiaries, we will
enter into share transfer agreements and other documents with Party B and/or other company or individual
designated by Party B who exercise the option;

4. we will use our best efforts to cause such Subsidiaries to obtain the approval of relevant PRC authorities
regarding the share transfer, and complete the registration procedures for any change with the administration for
industry and commerce; and

5. we will not, without Party B's written consent, (i) transfer the equity interest to any third party or create any
pledge on the equity interest, or otherwise dispose of the equity interest; (ii) conduct any acts or omissions which
may hamper the option and/or decrease the value of the equity interest held by Party A.

Shareholder: Shanghai Qian Jin Culture Communication Company Limited By:
______________________________ Date: May 3, 2004

                                                         2
                                                 EXHIBIT 10.14

                             EQUITY INTEREST TRANSFER AGREEMENT

This Equity Interest Transfer Agreement ("AGREEMENT") is made and entered into as of April 5, 2004 by and
between:

51NET.COM, INC. ("TRANSFEROR"), a company organized under the laws of the British Virgin Islands, with
its registered office at c/o P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin
Islands, and its legal representative as ZHEN Rong Hui;

WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED ("TRANSFEREE"), a
company organized under the laws of the People's Republic of China, with its registered office at Room 4202
World Trade Building, 344 Jie Fang Avenue, Jianghan District, Wuhan, and its legal representative as FENG Lei,
and a part of equity interests of the Transferee controlled, indirectly, by Qian Jin Network Information
Technology (Shanghai) Company Limited.

WHEREAS:

1. Qian Jin Network Information Technology (Shanghai) Company Limited ("COMPANY"), a Chinese-Foreign
joint venture company organized under the laws of the People's Republic of China by the Transferor and Beijing
Qian Cheng Si Jin Advertising Company Limited ("QIAN CHENG SI JIN"), of which the registered capital is
US$5,000,000.00, with its registered office at Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New
District, Shanghai, China, with its business license number of Qihehupuzongfuji No.314997 (Pudong), with its
legal representative of ZHEN Ronghui, and the Transferor and Qian Cheng Si Jin owns 99% and 1% equity
interests of the Company, respectively;

2. Transferor agrees to transfer to the Transferee, and the Transferee agrees to accept 48% equity interests of the
Company owned by the Transferor;

3. Qian Cheng Si Jin has waived its first right of refusal for the aforesaid 48% equity interests of the Company,
and agrees that the Transferee may purchase the aforesaid equity interests as set out in the Consent Letter
provided in Appendix I;

4. After the Transferee obtains the aforesaid equity interests from the Transferor, upon the approval of relevant
approval authorities and the terms, conditions, and of the transaction comply with the requirements of the
Transferor, then subject to the laws of the PRC the Transferor has the right to redeem the aforesaid equity
interests obtained by the Transferee in accordance with this Agreement, and the Transferee shall warrant to the
Transferor that it will transfer the aforesaid equity interests to the Transferor by then.
NOW THERFORE, in accordance with the relevant PRC laws and regulations, through friendly consultations,
and based on a principle of mutual benefits, the parties hereof agree as follows:

                                          ARTICLE I DEFINITION

1.1 Unless otherwise defined above or below, the following terms shall have the following meanings:

"SHARE" or "EQUITY INTEREST" means the equity interest which investor holds by contributing to the
registered capital of the company or purchasing or otherwise lawfully acquiring the capital contribution of the
original investor of the company. The percentage of the equity shares held by a shareholder in the Company shall
be equal to his or her proportionate contribution to the registered capital of the company;

"REDEMPTION" means, after the Transferor transfers the 48% equity interests of the Company in accordance
with this Agreement, Transferor and/or its designee redeems the aforesaid equity interests transferred to
Transferee in accordance with this Agreement, upon the approval of the relevant approval authorities and subject
to PRC laws;

"PRC LAWS" means all the laws, regulations and decisions made and promulgated by any PRC legislature, and
all the administrative regulations, rules and measures and other binding official documents;

"APPROVAL" means any approval, consent, license, permit obtained from and/or issued by any PRC
administrative authority in accordance with the PRC Law, including but not limited to the approval of the
administration for commerce regarding the establishment of foreign invested enterprises ("FIE") and any changes
thereof;

"REGISTRATION" means any application in accordance with PRC Law for legal registration with relevant PRC
authorities, including but not limited to the registration with a relevant administration for industry and commerce
for the establishment and change of the FIEs;

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

"US DOLLAR" or "US$" or "USD" means the legal currency of the United States;

"RENMINBI" or "RMB" means the legal currency of the People's Republic of China;

"PARTY" means any party of this Agreement and "PARTIES" mean the Transferor and

                                                         2
the Transferee collectively.

1.2 Unless otherwise defined, references to articles, clauses, and Appendix are to the articles, clauses of and
appendix to, this Agreement.

1.3 Headings are for ease of reference only and shall not affect the interpretation of this Agreement.

                                       ARTICLE II SHARE TRANSFER

2.1 Transferor hereof agrees to transfer 48% equity interests of the Company and the relevant rights and benefits
attached to the Shares to the Transferee in accordance with the terms and conditions hereof, and the Transferee
agrees to accept such Shares. After the completion of the Share transfer, the Transferor will hold 51% equity
interests of the Company and Qian Cheng Si Jin will hold 1% equity interest of the Company.

                    ARTICLE III TRANSFER PRICE AND REGISTERED CAPITAL

3.1 Parties hereof agree that, for the 48% equity interests transferred to the Transferee, Transferee shall pay
Transferor RMB1,000,000.00. After the completion of the transfer, the registered capital of the company will
remain the same.

                               ARTICLE IV COMPLETION AND PAYMENT

4.1 Parties hereof agree that, upon the date when all the conditions as provided hereunder are fulfilled, the
Transferee will hold the 48% equity interests originally owned by the Transferor, after which the Transferor holds
51% equity interests, and the Transferee holds 48% equity interests of the Company, and the Parties shall enjoy
the respective rights and bear respective responsibilities in accordance with their proportionate equity interest
ratio:

(a) Approval regarding this Agreement having been issued by the relevant approval authority;

(b) relevant industry and commerce administration registration procedures regarding the Share transfer as
provided hereof having been completed.

4.2 Transferee agrees that it will submit the entire transfer price as provided in Article 3.1 within three (3) months
upon the execution of this Agreement.

                                                          3
                  ARTICLE V REDEMPTION OBLIGATION UPON COMPLETION

5.1 Parties hereof agree that, after the Transferee obtains 48% equity interests of the Company from the
Transferor in accordance with this Agreement, subject to PRC Law and upon the Approval of the relevant
authority, Transferor and/or its designee shall, at any time within the effective term of this Agreement, redeem the
48% equity interests from the Transferee in a lump sum or in installments in accordance with this Agreement and
other agreements entered into by the Parties, in the event that Transferor is satisfied with the terms and conditions
of the transaction. Transferee warrants to agree to transfer the Share to the Transferor and/or its designee.

5.2 Upon the redemption described above by the Transferor and/or its designee, the Transferor and/or its
designee shall issue a written notice for the Share Redemption. Upon the issuance of the notice, Transferee shall
transfer the Shares as set out in the notice to the Transferor and/or its designee in accordance with this
Agreement, the notice and other agreements entered into by the Parties.

5.3 Transferee shall, within 60 days of the issuance of the written Redemption notice of the Transferor and/or its
designee, assist the Transferor and/or its designee to complete all necessary Approval and Registration
procedures for the Redemption of Shares that are held by the Transferee.

                        ARTICLE VI REPRESENTATIONS AND WARRANTIES

6.1 Transferor hereof undertakes and warrants that:

(a) it is a company duly organized and validly existing under the laws of the British Virgin Islands;

(b) at the time of the execution of this Agreement, it owns 99% equity interests of the Company, and it has full
right, power and authorization to execute and perform this Agreement;

(c) at the time of the execution of this Agreement, the equity interests it owns in the Company are free from any
mortgage, pledge, or any other security interests or encumbrance in other forms, or any undertakings of similar
third party interests;

(d) after its authorized representative executes this Agreement, the provisions hereof shall constitute the legal,
effective and enforceable

                                                          4
obligations upon the Transferor;

(e) neither the execution of this Agreement, nor the performance of the obligations under this Agreement, conflicts
or violates any laws and regulations or any governmental or administrative approval, or any agreement entered
into between Transferor and any third party;

(f) to its knowledge, no litigation, arbitration, or governmental, administrative or other investigation, or
governmental investigation is pending or is threatened to be initiated, which is related to the matters hereof, or
would have an adverse effect upon the execution or the performance of this Agreement; and

(g) it has disclosed all the documents related to the transaction stipulated hereof which are owned and controlled
by the Transferor, and the documents it provided do not contain any false statements and representations or
omissions as to the material matters.

6.2 Transferee hereof undertakes and warrants that:

(a) it is a company duly organized and validly existing under the PRC laws;

(b) it has full right, power and authorization to execute and perform this Agreement, and it has all the right,
authorization, and approvals to fully perform each of its obligations under this Agreement;

(c) after its authorized representative executes this Agreement, the provisions hereof shall constitute the legal,
effective and enforceable obligations upon the Transferee;

(d) neither the execution of this Agreement, nor the performance of the obligations under this Agreement, conflicts
or violates any laws and regulations or any governmental or administrative approval, or any agreement entered
into between Transferee and any third party;

(e) to its knowledge, no litigation, arbitration, or governmental, administrative or other investigation, or
governmental investigation is pending or is threatened to be initiated, which is related to the matters hereof, or
would have an adverse effect upon the execution or the performance of this Agreement; and

(f) it has disclosed all the documents related to the transaction stipulated hereof which are owned and controlled
by the Transferee, and the

                                                          5
documents it provided do not contain any false statements and representations or omissions as to the material
matters.

                      ARTICLE VII LIABILITIES FOR BREACH OF CONTRACT

7.1 Occurrence of any of the following circumstances constitutes a breach to this Agreement:

(a) breaching of any provisions hereof;

(b) violation of any statements, warranties or undertakings made in this Agreement, or the making of any false or
inaccurate representations, warranties or undertakings hereof; and

(c) transfer any rights and obligations under this Agreement without the other Party's prior written consent.

7.2 Except as stipulated in Article 7.3 hereof, in the event that any Party commits any default or breach of the
provisions in Article 7.1, the other Party has the right to request the breaching Party for the compensation for any
losses and damages caused by such breach.

7.3 Except as stipulated in Article 7.2, if the Transferee fails to fulfill its obligations for the entire payment of the
transfer price as stipulated in Article 3.1 hereof, then the Transferor shall have the right to either redeem the Share
as provided in Article 5 hereof, or terminate this Agreement without any compensation to the Transferee, which
shall not affect the Transferor's rights to request compensation from the Transferee for any losses caused by the
Transferee's breach.

                                     ARTICLE VIII CONFIDENTIALITY

8.1 Either Party shall be obligated to keep confidential all the commercial information in any form whatsoever in
connection with the other Party obtained from the other Party for the execution and performance of this
Agreement, including any content of this Agreement and other cooperation matters proposed by the Parties.
Either Party may disclose the aforesaid information to its employee, agent, distributor, supplier, and advisor
(including its accountant and attorneys) as necessary to perform its obligations under this Agreement.

8.2 This clause does not apply to the disclosure of the following commercial information:

                                                           6
(a) that which is available and accessible to the public at the time of disclosure;

(b) that which is available and accessible to the public after disclosure for any reason other than the receiving
party's fault;

(c) that which the receiving party can prove was in the possession of the receiving party prior to the disclosure of
such information, and not obtained directly or indirectly from the other party; or

(d) that which is obligated to be disclosed to relevant government authorities, or stock exchange market in
accordance with the laws, or disclosed to its immediate attorneys or financial advisors as needed in the ordinary
course of business.

8.3 Parties shall cause its director, officer, and other employee and the director, officer and other employee of its
subsidiary (if any) to comply with the obligations under this confidentiality clause, and shall request certain key
employees to execute confidentiality agreements.

                                  ARTICLE IX FORCE MAJEURE EVENT

9.1 The Force Majeure Event refers to events uncontrollable or unforeseeable by either Party hereof, or
foreseeable but unpreventable by either Party, and which occurs after the date of execution of this Agreement
causing either Party to be unable to completely or partially fulfill any stipulation hereof. The Force Majeure Event
includes but is not limited to strike, riot, explosion, fire, earthquake, and other acts of God, war, civil disturbance,
vandalism, expropriation, confiscation, governmental acts, any change in law, or failure to obtain the approval
from the government authority for any reason other than the fault of either Party, and other major or sudden
event.

9.2 In the event of a Force Majeure Event, the party affected by such event shall immediately notify the other
party, and shall provide a detailed written report within fifteen (15) days of the occurrence of the event. The party
affected by the event shall take all appropriate measures to eliminate or minimize the effect of the Force Majeure
Event and minimize the loss to the over party arising thereof. Parties shall, in accordance with the effects of the
event upon the performance of this Agreement, determine whether to terminate this Agreement, or postpone the
performance of this Agreement, or waive in part or whole the obligations of the party affected under this
Agreement.

                                                           7
                                        ARTICLE X EFFECTIVENESS

          10.1    This Agreement shall become effective after the respective authorized
                  representative execute this Agreement and/or affix the company seals on
                  this Agreement and upon the approval of relevant competent authorities.
                  The term of this Agreement is ten (10) years, and it may be extended upon
                  the agreement of the Parties in writing.

                                               ARTICLE X TERMINATION

          11.1    This Agreement shall terminate upon the occurrence of any of the following




circumstances:

(a) in the event that Parties reach the agreement in writing;

(b) in the event that either Party ("Defaulting Party") violate any provision hereunder, and upon the receipt of a
default notice from the other Party ("Non-Defaulting Party"), the violation has not been cured within the time
stipulated by the notice;

(c) in the event of any false or inaccurate statement and representation by either party;

(d) in the event that this Agreement becomes void and null, or unenforceable, or is announced to be void and null,
or enforceable, or is required to be amended by any government authority and such amendment is not acceptable
to either Party;

(e) in the event that the Transferee fails to pay the entire transfer price in accordance with Article 3.1 and 4.2, or
in the event of any bankruptcy, liquidation, dissolution, suspension or cessation of business, or insolvency
occurring to Transferee;

(f) in the event that the occurrence or effect of a force majeure event

                          adversely affects the ability of either Party to perform this
                          Agreement, and the Parties fail to find a reasonable solution to
                          solve the matter within thirty (30) days of the occurrence of the
                          force majeure event.

           11.2    In the event of an occurrence stipulated in Article 11.1(a), (b), (e) or
                   (g), any Party has the right to terminate this Agreement with a written
                   notice to the other Party; in the event of the occurrence stipulated in
                   the foresaid Article

                                                           8
       11.1(c), or (d), then only the Non-Defaulting Party has the right to
       terminate this Agreement with a written notice to the other Party; and in
       the event of the occurrence of the foresaid Article 11.1(f), then only the
       Transferor has the right to terminate this Agreement with a written notice
       to the other Party.

11.3   The termination notice becomes effective on the fifteen (15) days after
       the notice is served to the noticed party as stipulated in Article 13.

11.4   In the event of the termination of this Agreement for a reason as set out
       in this Article 11, then:

       (a)   either Party shall return any shares or share transfer price
             obtained from the other Party as a result of the performance of this
             Agreement;

       (b)   the Party at fault shall compensate the other Party for any losses
             caused due to its fault, and in the event that both Parties are at
             fault, each Party shall compensate the other Party to the extent of
             its respective fault liability.

11.5   The right to termination this Agreement under this Article 11 shall not
       adversely affect any other rights or remedies available under this
       Agreement to the party requesting the termination.

                 ARTICLE XII GOVERNING LAW AND DISPUTES RESOLUTION

12.1   The execution, effectiveness, interpretation, performance, and
       enforceability of this Agreement, and dispute resolution in connection
       with this Agreement shall be governed by PRC Law.

12.2   Any disputes arising from the interpretation or performance of this
       Agreement shall be resolved through friendly consultations between the
       Parties hereof. If such dispute has not been settled within sixty (60)
       days after commencement of friendly consultation, or within a longer
       period of time as agreed to by the Parties, either Party may submit the
       dispute to China International Economic and Trade Arbitration Commission
       ("CIETAC") in Beijing for arbitration in accordance with then effective
       arbitration rules of CIETAC. The arbitration award shall be final and
       binding upon both parties hereto. During the course of any dispute or
       arbitration of any dispute, both parties hereto shall continue to perform
       the duties and obligations under this Agreement not the subject of the
       disputes.




                                        9
                                     ARTICLE XIII NOTICE

        13.1   Any notice hereunder shall be delivered by hand or via facsimile or
               registered airmail to the following addresses and numbers, unless a Party
               has notified the other Party of its changed addresses and numbers. Notices
               sent by registered airmail shall be deemed as being effectively served on
               the fifth day after the date dispatched. Notices delivered by hand or sent
               via facsimile shall be deemed as being effectively served on the next day
               after the delivery or transmission. If transmitted by facsimile, the
               original copy of the notices shall be sent by registered airmail or
               delivered by hand to the other Party immediately after the transmission.

               TRANSFEROR: 51NET.COM INC.
               Address: Suite 2602, The Center, 99 Queen's Road Central, Hong Kong
               Attention: Rick Yan
               Phone Number: 852-29077880
               Facsimile:    852-29077881

               TRANSFEREE: WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED
               Attention: Mr. FENG Lei
               Address: c/o Zhaoshangju Building 32F, 118 Jianguo road, Chaoyang
               District, Beijing
               Postal Code: 100022
               Phone Number: 8610-65669393




Facsimile: 8610-65669199

                               ARTICLE XIV MISCELLANEOUS

        14.1   This Agreement may not be changed, modified or amended without the written
               agreements between the Parties signed by the authorized representatives,
               after which the amendment shall become an integral part of this Agreement
               and shall have the same legal effect upon the approval from the original
               approval authority.

        14.2   Any tolerance or allowance granted by one Party to the other Party for any
               breach caused by the other Party, or any postponement in the exercise of a
               right or power enjoyed hereunder by one Party for the breach caused by the
               other Party, shall not be deemed as a waiver of such Party's rights and
               power and shall not prejudice, affect or otherwise restrict other rights
               and power enjoyable by such Party in accordance with this Agreement and
               relevant PRC

                                               10
                laws and regulations. Any separate or partial exercise of any rights,
                power or remedies enjoyed by one Party hereunder shall not prejudice such
                Party's further exercise of such right, power or remedy, and shall not
                prejudice such Party's exercise of other rights, powers or remedies.

         14.3   The invalidity, nullity and unenforceability of any provision hereof shall
                not affect or prejudice the validity, effectiveness and enforceability of
                other provisions hereof. However, the Parties hereto shall cease the
                performance of such invalid, null and unenforceable provision and shall
                avoid the effects of such invalidity, nullity, and unenforceability to
                this Agreement to the maximum extent, as in accordance with the purposes
                of this Agreement.

         14.4   This Agreement shall be transcribed in Chinese, written in five (5)
                counterparts, each Party shall hold one counterpart and the remaining
                copies shall be submitted to the approval authorities.




IN WITNESS WHEREOF, the Parties or their respective authorized representative execute and sign this
Agreement as of the day and year first above written.

TRANSFEROR: 51NET.COM, INC.

By: _____________________________
Authorized representative:

TRANSFEREE: WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED

By: _____________________________
Authorized representative:

                                                   11
                                    APPENDIX I CONSENT LETTER

To: 51net.com Inc.
Wuhan Mei Hao Qian Cheng Advertising Company Limited

Regarding the 48% equity interests of Qian Jin Network Information Technology (Shanghai) Company Limited
owned and transferred by 51net.com Inc., we as a shareholder of the joint venture company hereof waive our
first right of refusal for the aforesaid 48% equity interests, and we hereof agree for Wuhan Mei Hao Qian Cheng
Advertising Company Limited to purchase such shares.

Beijing Qian Cheng Si Jin Advertising Company Limited (seal)



Date: April 5, 2004

                                                      12
                                                  EXHIBIT 21.1

51net.com Inc.

51net HR

51net Beijing

Wang Jin Information Technology (Shanghai) Co., Ltd.

Qianjin Network Information Technology (Shanghai) Co., Ltd.

Shanghai Qianjin Culture Communication Co., Ltd.

Wuhan Mei Hao Qian Cheng Advertising Co., Ltd.

Hangzhou Meijin Advertising Co., Ltd.

Kunming Mei Hao Qian Cheng Advertising Co., Ltd.

Dalian Mei Hao Qian Cheng Advertising Co., Ltd.

Chongqing Qian Cheng Wu You Advertising Co., Ltd.

Hefei Wu You Culture Communication Co., Ltd.

Ningbo Qianjin Culture Communication Co., Ltd.

Shanghai Wang Cai Trading Co., Ltd.

Shanghai Cheng An Human Resources Co., Ltd.

Beijing Qian Cheng Si Jin Advertising Co., Ltd.

Beijing Run An Information Consultancy Co., Ltd.

Shanghai Run An Lian Information Consultancy Co., Ltd.

Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.
                                                  Exhibit 23.1

                            CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated May 4, 2004
relating to the financial statements of 51job, Inc., which appear in such Registration Statement. We also consent
to the references to us under the headings "Experts", "Summary Consolidated Financial and Operating Data" and
"Selected Consolidated Financial Data" in such Registration Statement.

                      /s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company

                      Shanghai, People's Republic of China
                      July 7, 2004
 QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED Authorized representative: ____________________ PARTY B (PLEDGOR): FENG LEI

FENG LEI

WANG TAO 12

APPENDIX I PARTICULARS Pledgor: FENG Lei Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Pledgor: WANG Tao Nationality: China Address: Apt# 18F, Building 9 Century Town, Yuanda Road, Haidian District, Beijing Telephone: 8610-13910688175 Run An Lian: Enterprise Name: Shanghai Run An Lian Information Consultancy Company Limited Establishment Date: April 8, 2004 Registered Address: Room 735, 710 Changping Road, Shanghai, China Shareholders: Mr. FENG Lei and Mr. WANG Tao, where Mr. FENG Lei holds 80% equity interest of Run An Lian, and Mr. WANG Tao holds 20% equity interest. 13

APPENDIX I PARTICULARS Pledgor: FENG Lei Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Pledgor: WANG Tao Nationality: China Address: Apt# 18F, Building 9 Century Town, Yuanda Road, Haidian District, Beijing Telephone: 8610-13910688175 Run An Lian: Enterprise Name: Shanghai Run An Lian Information Consultancy Company Limited Establishment Date: April 8, 2004 Registered Address: Room 735, 710 Changping Road, Shanghai, China Shareholders: Mr. FENG Lei and Mr. WANG Tao, where Mr. FENG Lei holds 80% equity interest of Run An Lian, and Mr. WANG Tao holds 20% equity interest. 13

APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED The shareholders meeting of Shanghai Run An Lian Information Consultancy Company Limited (the "Company") made this resolution as follows with unanimous vote with respect to the Equity Pledge Agreement entered into by and between the shareholders of the Company and Qian Cheng Wu You Network Information Technology (Beijing) Company Limited on May 3, 2004. Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian Cheng Wu You Network Information Technology (Beijing) Company Limited. This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3, 2004: SHAREHOLDER:

SHAREHOLDER: 14

APPENDIX III SHAREHOLDERS LIST FOR SHANGHAI RUN AN LIAN INFORMATION CONSULTING COMPANY LIMITED

APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED The shareholders meeting of Shanghai Run An Lian Information Consultancy Company Limited (the "Company") made this resolution as follows with unanimous vote with respect to the Equity Pledge Agreement entered into by and between the shareholders of the Company and Qian Cheng Wu You Network Information Technology (Beijing) Company Limited on May 3, 2004. Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian Cheng Wu You Network Information Technology (Beijing) Company Limited. This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3, 2004: SHAREHOLDER:

SHAREHOLDER: 14

APPENDIX III SHAREHOLDERS LIST FOR SHANGHAI RUN AN LIAN INFORMATION CONSULTING COMPANY LIMITED
Shareholder ----------FENG Lei Proportionate Contribution ------------80% Particulars of Shareholder ----------------------------------------------------Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Shareholder Pl ---------------------In accordance with the entered into by and be Tao and Qian Cheng Wu Technology (Beijing) C May 3, 2004, FENG Lei equity in Run An Lian Network Information Te Company Limited. The r Equity Pledge shall be such Equity Pledge Agr In accordance with the entered into by and be Tao and Qian Cheng Wu Technology (Beijing) C of May 3, 2004, WANG T his equity in Run An L Network Information Te Company Limited. The r Equity Pledge Agreemen date of such Equity Pl

WANG Tao

20%

Nationality: China Address: Apt# 18F, Building 9 Century Town, Yuanda Road, Haidian District, Beijing

Telephone: 8610-13910688175

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED (SEAL) LEGAL REPRESENTATIVE: ___________________________ SHAREHOLDER: ____________________________________ SHAREHOLDER: ___________________________________ DATE: MAY 3, 2004

APPENDIX III SHAREHOLDERS LIST FOR SHANGHAI RUN AN LIAN INFORMATION CONSULTING COMPANY LIMITED
Shareholder ----------FENG Lei Proportionate Contribution ------------80% Particulars of Shareholder ----------------------------------------------------Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Shareholder Pl ---------------------In accordance with the entered into by and be Tao and Qian Cheng Wu Technology (Beijing) C May 3, 2004, FENG Lei equity in Run An Lian Network Information Te Company Limited. The r Equity Pledge shall be such Equity Pledge Agr In accordance with the entered into by and be Tao and Qian Cheng Wu Technology (Beijing) C of May 3, 2004, WANG T his equity in Run An L Network Information Te Company Limited. The r Equity Pledge Agreemen date of such Equity Pl

WANG Tao

20%

Nationality: China Address: Apt# 18F, Building 9 Century Town, Yuanda Road, Haidian District, Beijing

Telephone: 8610-13910688175

SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED (SEAL) LEGAL REPRESENTATIVE: ___________________________ SHAREHOLDER: ____________________________________ SHAREHOLDER: ___________________________________ DATE: MAY 3, 2004

EXHIBIT 10.10 EQUITY PLEDGE AGREEMENT between QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED and BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED and FENG LEI May 3, 2004

ARTICLE 1 ARTICLE 2

CREATION OF PLEDGE ON THE PLEDGED EQUITIES...................................... COVERAGE OF THE SECURITY........................................................

3 4

EXHIBIT 10.10 EQUITY PLEDGE AGREEMENT between QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED and BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED and FENG LEI May 3, 2004

ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 APPENDIX I APPENDIX II

CREATION OF PLEDGE ON THE PLEDGED EQUITIES...................................... COVERAGE OF THE SECURITY........................................................ PLEDGED EQUITIES................................................................ REPRESENTATIONS AND WARRANTIES BY PARTY B....................................... SPECIAL AGREEMENTS.............................................................. DISPOSAL OF THE PLEDGED EQUITIES................................................ TERM AND TERMINATION OF PLEDGE.................................................. TAXES AND FEES.................................................................. LIABILITIES FOR BREACH OF CONTRACT.............................................. FORCE MAJEURE................................................................... NOTICE.......................................................................... DISPUTES RESOLUTIONS............................................................ MODIFICATIONS AND AMENDMENTS.................................................... SEVERABILITY.................................................................... JOINT AND SEVERABLE LIABILITY................................................... APPENDIX........................................................................ MISCELLANEOUS................................................................... PARTICULARS..................................................................... SHAREHOLDERS MEETING RESOLUTION.................................................

3 4 4 4 6 8 9 9 9 10 10 11 11 11 11 11 12 14 15 16

APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING) COMPANY LIMITED...

2

EQUITY PLEDGE AGREEMENT

ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 APPENDIX I APPENDIX II

CREATION OF PLEDGE ON THE PLEDGED EQUITIES...................................... COVERAGE OF THE SECURITY........................................................ PLEDGED EQUITIES................................................................ REPRESENTATIONS AND WARRANTIES BY PARTY B....................................... SPECIAL AGREEMENTS.............................................................. DISPOSAL OF THE PLEDGED EQUITIES................................................ TERM AND TERMINATION OF PLEDGE.................................................. TAXES AND FEES.................................................................. LIABILITIES FOR BREACH OF CONTRACT.............................................. FORCE MAJEURE................................................................... NOTICE.......................................................................... DISPUTES RESOLUTIONS............................................................ MODIFICATIONS AND AMENDMENTS.................................................... SEVERABILITY.................................................................... JOINT AND SEVERABLE LIABILITY................................................... APPENDIX........................................................................ MISCELLANEOUS................................................................... PARTICULARS..................................................................... SHAREHOLDERS MEETING RESOLUTION.................................................

3 4 4 4 6 8 9 9 9 10 10 11 11 11 11 11 12 14 15 16

APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING) COMPANY LIMITED...

2

EQUITY PLEDGE AGREEMENT This EQUITY PLEDGE AGREEMENT (hereinafter referred to as "AGREEMENT") is made and entered into on the 3rd day of May, 2004 by and between the following parties: PLEDGEE: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited ("PARTY A"); and PLEDGOR: Beijing Run An Information Consultancy Company Limited ("RUN AN") and FENG Lei ("MICHAEL FENG") (Run An and FENG Lei hereinafter referred to as "PARTY B" collectively.) WHEREAS: 1. Run An and FENG Lei have established Beijing Qian Cheng Si Jin Advertising Company Limited ("QIANCHENG ADVERTISING") in Beijing under the laws of the People's Republic of China on February 12, 1999, in which Run An holds 20% equity interest and FENG Lei holds 80% equity interest; 2. Party A and Qiancheng Advertising entered into a Technical and Consulting Service Agreement on May 3, 2004 (the "MASTER AGREEMENT"), according to which, Qiancheng Advertising shall engage Party A as its exclusive technology provider, and shall pay the relevant service fee to Party A. The term for the Master Agreement is ten (10) years; 3. In order to secure the performance of the obligations of Qiancheng Advertising under the Master Agreement,

EQUITY PLEDGE AGREEMENT This EQUITY PLEDGE AGREEMENT (hereinafter referred to as "AGREEMENT") is made and entered into on the 3rd day of May, 2004 by and between the following parties: PLEDGEE: Qian Cheng Wu You Network Information Technology (Beijing) Company Limited ("PARTY A"); and PLEDGOR: Beijing Run An Information Consultancy Company Limited ("RUN AN") and FENG Lei ("MICHAEL FENG") (Run An and FENG Lei hereinafter referred to as "PARTY B" collectively.) WHEREAS: 1. Run An and FENG Lei have established Beijing Qian Cheng Si Jin Advertising Company Limited ("QIANCHENG ADVERTISING") in Beijing under the laws of the People's Republic of China on February 12, 1999, in which Run An holds 20% equity interest and FENG Lei holds 80% equity interest; 2. Party A and Qiancheng Advertising entered into a Technical and Consulting Service Agreement on May 3, 2004 (the "MASTER AGREEMENT"), according to which, Qiancheng Advertising shall engage Party A as its exclusive technology provider, and shall pay the relevant service fee to Party A. The term for the Master Agreement is ten (10) years; 3. In order to secure the performance of the obligations of Qiancheng Advertising under the Master Agreement, Run An and Mr. FENG Lei agree to pledge to Party A all the equity interest they held in Qiancheng Advertising, and Party A agrees to accept such pledge. NOW THEREFORE, with respect to the aforesaid pledge of equity, the Parties to this Agreement hereby mutually agree through consultations, as follows: ARTICLE 1 CREATION OF PLEDGE ON THE PLEDGED EQUITIES As a security for Qiancheng Advertising to perform all of its obligations under the Master Agreement, Party B agrees to pledge to Party A 100% of the equity of Qiancheng Advertising held by Party B ("PLEDGED EQUITIES"), and Party A agrees to accept from Party B such pledge. 3

ARTICLE 2 COVERAGE OF THE SECURITY The pledge provided by Party B as a security shall cover the obligations under the Master Agreement, penalties, compensations, the expenses for exercise of the right of pledge, and all other payments payable. ARTICLE 3 PLEDGED EQUITIES 3.1 Particulars for Party B, Qiancheng Advertising and the Pledged Equities are set out in Appendix I hereto. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 Party A represents and warrants that:
4.1.1 Party A is a company incorporated and registered and duly existing under the PRC laws; Party A has the power and authorization to execute and perform this Agreement. The execution and performance by Party A of this Agreement are in compliance with the business scope, and the articles of association or other incorporation documents of Party A. Party A has obtained all necessary and appropriate approvals and authorizations to execute and perform this Agreement;

4.1.2

ARTICLE 2 COVERAGE OF THE SECURITY The pledge provided by Party B as a security shall cover the obligations under the Master Agreement, penalties, compensations, the expenses for exercise of the right of pledge, and all other payments payable. ARTICLE 3 PLEDGED EQUITIES 3.1 Particulars for Party B, Qiancheng Advertising and the Pledged Equities are set out in Appendix I hereto. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 Party A represents and warrants that:
4.1.1 Party A is a company incorporated and registered and duly existing under the PRC laws; Party A has the power and authorization to execute and perform this Agreement. The execution and performance by Party A of this Agreement are in compliance with the business scope, and the articles of association or other incorporation documents of Party A. Party A has obtained all necessary and appropriate approvals and authorizations to execute and perform this Agreement; The execution and performance by Party A of this Agreement are not against any law or regulation, or any government approval, authorization, notice or other government document, which is binding upon or affects Party A, nor are such execution and performance against any agreement concluded by Party A and any third party, or any covenant made by Party A to any third party; and Upon the execution of this Agreement, this Agreement shall constitute valid obligations of Party A which are enforceable against Party A.

4.1.2

4.1.3

4.1.4

4.2 Party B represents and warrants that:
4.2.1 Qiancheng Advertising is a limited liability company organized and registered and duly existing under the PRC laws, and has the authorization to design and produce advertisement and act as an agency to represent companies for advertising within China; 4

4.2.2

Party B has the power and this Agreement, and Party appropriate approvals and execution and performance

authorization to execute and perform B has obtained all necessary and authorizations with respect to the of this Agreement;

4.2.3

Party B has obtained a resolution required for the execution of this Agreement from the shareholders meeting of Qiancheng Advertising, which resolution is attached hereto as Appendix II; The execution and performance by Party B of this Agreement are not against any law or regulation, government approval, authorization notice or other government document, which is binding upon or affects Party B, nor are such execution and performance against any agreement concluded by Party B and any third party, or any covenant made by Party B to any third party; Upon the execution of this Agreement, this Agreement shall constitute valid obligations of Party B, which are enforceable against Party B; Party B has fully paid up all required capital contributions according to the law in connection with the Pledged Equities and

4.2.4

4.2.5

4.2.6

4.2.2

Party B has the power and this Agreement, and Party appropriate approvals and execution and performance

authorization to execute and perform B has obtained all necessary and authorizations with respect to the of this Agreement;

4.2.3

Party B has obtained a resolution required for the execution of this Agreement from the shareholders meeting of Qiancheng Advertising, which resolution is attached hereto as Appendix II; The execution and performance by Party B of this Agreement are not against any law or regulation, government approval, authorization notice or other government document, which is binding upon or affects Party B, nor are such execution and performance against any agreement concluded by Party B and any third party, or any covenant made by Party B to any third party; Upon the execution of this Agreement, this Agreement shall constitute valid obligations of Party B, which are enforceable against Party B; Party B has fully paid up all required capital contributions according to the law in connection with the Pledged Equities and has obtained the capital verification report issued by a qualified accounting firm regarding the capital contributions; As of the execution date of this Agreement, there is no currently valid mortgage, pledge or any other security arrangements has been created on the Pledged Equities. As of the execution date of this Agreement, there is no offer made by Party B to any third party to transfer the Pledged Equities hereunder, nor is there any covenant made by Party B with respect to any offer made by any third party to purchase the Pledged Equities hereunder; As of the execution date of this Agreement, there is no agreement entered into by and between Party B and any third party to transfer the Pledged Equities hereunder. As of the execution date of this Agreement, there is no dispute, litigation, arbitration, administrative procedures or any other legal procedures in connection with Party B, Qiancheng Advertising and/or the Pledged Equities, nor is there any potential dispute, litigation, arbitration, administrative procedures or any other legal procedures in connection with Party B, Qiancheng Advertising and/or the Pledged Equities.

4.2.4

4.2.5

4.2.6

4.2.7

4.2.8

4.2.9

4.2.10

5

ARTICLE 5 SPECIAL AGREEMENTS 5.1 From the date of this Agreement to the date when Qiancheng Advertising fully performs its obligations under the Master Agreement (hereinafter referred to as "PLEDGE TERMINATING DATE"), Party B shall not conduct any of the following without the prior written consent of Party A:
5.1.1 create any mortgage, pledge or other security arrangements on the Pledged Equities; take any actions which may hamper Party A's rights against the Pledged Equities or any of Party A's rights under this Agreement; Party B shall not transfer the Pledged Equities or otherwise dispose of any rights in the Pledged Equities without the written consent of Party A; Party B undertakes that, without the prior written consent of Party A, Party B shall not take any actions or omissions that may materially affect the assets, business or liabilities of Qiancheng Advertising.

5.1.2

5.1.3

5.1.4

ARTICLE 5 SPECIAL AGREEMENTS 5.1 From the date of this Agreement to the date when Qiancheng Advertising fully performs its obligations under the Master Agreement (hereinafter referred to as "PLEDGE TERMINATING DATE"), Party B shall not conduct any of the following without the prior written consent of Party A:
5.1.1 create any mortgage, pledge or other security arrangements on the Pledged Equities; take any actions which may hamper Party A's rights against the Pledged Equities or any of Party A's rights under this Agreement; Party B shall not transfer the Pledged Equities or otherwise dispose of any rights in the Pledged Equities without the written consent of Party A; Party B undertakes that, without the prior written consent of Party A, Party B shall not take any actions or omissions that may materially affect the assets, business or liabilities of Qiancheng Advertising.

5.1.2

5.1.3

5.1.4

5.2 To avoid any depreciation of the Pledged Equities due to the operation of Qiancheng Advertising, before Party B decides on any of the following matters, the prior written consent shall be obtained from Party A:
5.2.1 5.2.2 5.2.3 5.2.4 5.2.5 5.2.6 5.2.7 5.2.8 profit distributions; increase or decrease of the registered capital; issuance of bonds; merger, split up or any change in the form of the entity; dissolution and liquidation any change of the business scope; amendment of the articles of association; borrowing from any third party or assumption of any indebtedness to any third party in the name of Qiancheng Advertising; and appointment of the member of the board of Qiancheng Advertising..

5.2.9

6

Party B further agrees that Party A shall recommend the candidates of the general manager and other senior executives of Qiancheng Advertising and Party B shall cause the board of directors to appoint the general manager and other senior executives only from those candidates recommended by Party A. 5.3 Party B hereby irrevocably grants Party A and/or the company or individual designated by Party A the option to purchase Party B's equity in Qiancheng Advertising ("OPTION") as follows:
5.3.1 To the extend permitted under PRC laws, Party A and/or the company or individual designated by Party A shall exercise the Option, in whole or in part, at any time during the term of this Agreement to acquire from Party B and hold the equity of Qiancheng Advertising. Upon the full exercise of the Option, Party A and/or the company or individual designated by Party A will acquire from Party B and hold 100% of the equity. In the event that the then applicable PRC laws prohibit Party A and/or the company or individual designated by Party A from fully exercising the Option, Party A and/or the company or individual designated by Party A shall exercise the Option to the fullest

Party B further agrees that Party A shall recommend the candidates of the general manager and other senior executives of Qiancheng Advertising and Party B shall cause the board of directors to appoint the general manager and other senior executives only from those candidates recommended by Party A. 5.3 Party B hereby irrevocably grants Party A and/or the company or individual designated by Party A the option to purchase Party B's equity in Qiancheng Advertising ("OPTION") as follows:
5.3.1 To the extend permitted under PRC laws, Party A and/or the company or individual designated by Party A shall exercise the Option, in whole or in part, at any time during the term of this Agreement to acquire from Party B and hold the equity of Qiancheng Advertising. Upon the full exercise of the Option, Party A and/or the company or individual designated by Party A will acquire from Party B and hold 100% of the equity. In the event that the then applicable PRC laws prohibit Party A and/or the company or individual designated by Party A from fully exercising the Option, Party A and/or the company or individual designated by Party A shall exercise the Option to the fullest extent permitted by applicable law. The Option price shall be the lowest price permitted under the applicable laws. Upon the exercise of the Option by Party A and/or the company or individual designated by Party A, Party B is obligated to transfer the relevant equity to Party A and/or the company or individual designated by Party A. Party B hereof agrees that, without the written consent of Party A, it will not grant a third party the same or similar option. Party A and/or the company or individual designated by Party A shall exercise the Option in a manner permitted by law at any time after the date of this Agreement. To the extent permitted under PRC laws, Party A and/or the company or individual designated by Party A may exercise the Option, in whole or in part, and at one time or otherwise purchase the equity that it has the right to purchase under this Agreement. When Party A and/or the company or individual designated by Party A decides to exercise the Option, it shall issue Party B an Option Notice with respect to the exercise of such Option. Once the Option Notice is issued, Party B shall promptly perform its obligation to transfer such equity to Party A and/or the company or individual designated by Party A. Party B shall, within 60 days following the issuance of the Option Notice 7

5.3.2

5.3.3

5.3.4

5.3.5

5.3.6

by Party A and/or the company or individual designated by Party A to Party B, complete all procedures and formalities necessary for Party A and/or the company or individual designated by Party A to acquire the relevant equity and become the legal holder of such equity .

ARTICLE 6 DISPOSAL OF THE PLEDGED EQUITIES 6.1 In case of occurrence of any one or several of the following events during the term of the pledge hereunder, Party A shall have the right to dispose of the Pledged Equities under this Agreement in accordance with the law and this Agreement:
6.1.1 6.1.2 6.1.3 Qiancheng Advertising is in default under the Master Agreement; Qiancheng Advertising breaches any provisions contained herein Pledgor breaches any representation, warranty or covenant it made

by Party A and/or the company or individual designated by Party A to Party B, complete all procedures and formalities necessary for Party A and/or the company or individual designated by Party A to acquire the relevant equity and become the legal holder of such equity .

ARTICLE 6 DISPOSAL OF THE PLEDGED EQUITIES 6.1 In case of occurrence of any one or several of the following events during the term of the pledge hereunder, Party A shall have the right to dispose of the Pledged Equities under this Agreement in accordance with the law and this Agreement:
6.1.1 6.1.2 6.1.3 Qiancheng Advertising is in default under the Master Agreement; Qiancheng Advertising breaches any provisions contained herein Pledgor breaches any representation, warranty or covenant it made under Article 4 and Article 5 hereof; Qiancheng Advertising suspends its operations or is dissolved, or is ordered to suspend its operations or to dissolve, or is declared insolvent; Qiancheng Advertising is involved in any dispute, litigation, arbitration, administrative procedures or any other legal procedures which, in the opinion of Party A, are capable of effecting the performance of the Master Agreement and/or this Agreement; or other occurrences stipulated by relevant laws and regulations.

6.1.4

6.1.5

6.1.6

6.2 Upon the occurrence of any one or several of the above events, and subject to the relevant laws and regulations, Party A shall have the right to dispose of the Pledged Equities in any one or several of the following manners:
6.2.1 6.2.2 6.2.3 convert the Pledged Equities into value; auction or sale of the Pledged Equities; in other manners permitted by the relevant laws and regulations.

6.3 The proceeds received by Party A by disposing of the Pledged Equities hereunder according to the foregoing provisions shall be used in the following priority:
6.3.1 to pay for all necessary taxes and fees incurred due to the disposal of the Pledged Equities; to pay for amounts payable by Qiancheng Advertising to Party A under 8

6.3.2

the Master Agreement within the coverage set forth in Article 2 hereof, and amounts payable to Party A due to breach of this Agreement by Party B; and 6.3.3 the remaining proceeds after all the above payments have been made shall be refunded to Party B.

6.4 At the time of the disposal of the Pledged Equities by Party A and upon request of Party A, Party B shall provide all relevant documents requested by Party A and Party A's agents, complete and assist Party A in

the Master Agreement within the coverage set forth in Article 2 hereof, and amounts payable to Party A due to breach of this Agreement by Party B; and 6.3.3 the remaining proceeds after all the above payments have been made shall be refunded to Party B.

6.4 At the time of the disposal of the Pledged Equities by Party A and upon request of Party A, Party B shall provide all relevant documents requested by Party A and Party A's agents, complete and assist Party A in completing the procedures for all approvals of and registration with the government authority in connection with the disposal of the Pledged Equities. ARTICLE 7 REGISTRATIONS At the same time of the execution of this Agreement, the Pledged Equities under this Agreement shall be recorded on the shareholders list of the Qiancheng Advertising as set out in Appendix III hereto. ARTICLE 8 TERM AND TERMINATION OF PLEDGE 8.1 The Pledge Term shall commence on the effective date of this Agreement, ending on the day when Qiancheng Advertising completes the performance of all of its obligations under the Master Agreement. 8.2 The pledge of the Pledged Equities shall be automatically terminated upon the expiration of the aforesaid Pledge Term. The termination of the pledge shall be recorded on the shareholders list of Qiancheng Advertising. ARTICLE 9 TAXES AND FEES All taxes and fees incurred by the Parties hereto due to the execution and performance of this Agreement shall be borne by the Parties in accordance with the relevant provisions of PRC laws. ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT
10.1 In the event of any loss suffered by one Party hereto due to any breach of this Agreement by the other Party, such defaulting Party shall be liable pursuant to 9

the law for all losses thus caused to the non-defaulting party. 10.2 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of any of its rights. ARTICLE 11 FORCE MAJEURE 11.1 For the purpose of this Agreement, a force majeure event shall refer to government act, fire, explosion, typhoon, flood, earthquake, tide, lightning or war, or any event which is unforeseeable by and beyond the control of any Party (hereinafter referred to as a "FORCE MAJEURE EVENT"). If any Force Majeure Event occurs to any Party hereto, such Party shall notify the other Party in a timely manner. In the event of any Force Majeure Event, no Party shall be held liable for any damage, loss or increased cost caused by its failure of or delay in the performance this Agreement due to such Force Majeure Event, and such failure of or delay in the performance of this Agreement due to any Force Majeure Event shall not be deemed as a breach of this Agreement. The Party affected by a Force Majeure Event shall take appropriate measures to off set or minimize the effects of such Force Majeure Event, and shall exert its best efforts to perform any of its obligation the performance of which has been prevented or delayed due to such Force Majeure Event. The Parties hereto agree that, upon termination of such Force Majeure Event, they

11.2

the law for all losses thus caused to the non-defaulting party. 10.2 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of any of its rights. ARTICLE 11 FORCE MAJEURE 11.1 For the purpose of this Agreement, a force majeure event shall refer to government act, fire, explosion, typhoon, flood, earthquake, tide, lightning or war, or any event which is unforeseeable by and beyond the control of any Party (hereinafter referred to as a "FORCE MAJEURE EVENT"). If any Force Majeure Event occurs to any Party hereto, such Party shall notify the other Party in a timely manner. In the event of any Force Majeure Event, no Party shall be held liable for any damage, loss or increased cost caused by its failure of or delay in the performance this Agreement due to such Force Majeure Event, and such failure of or delay in the performance of this Agreement due to any Force Majeure Event shall not be deemed as a breach of this Agreement. The Party affected by a Force Majeure Event shall take appropriate measures to off set or minimize the effects of such Force Majeure Event, and shall exert its best efforts to perform any of its obligation the performance of which has been prevented or delayed due to such Force Majeure Event. The Parties hereto agree that, upon termination of such Force Majeure Event, they shall exert their best efforts to perform this Agreement.

11.2

ARTICLE 12 NOTICE All notices hereunder shall be either delivered by personal delivery or via facsimile or by registered mail. A notice, if sent by registered mail, shall be deemed to have been served on the date of the receipt as specified on the return receipt of the registered mail, or if sent by personal delivery or via facsimile, shall be deemed to have been served on the date immediately following the date on which such notice is sent. If a notice is sent via facsimile, the original of such notice shall be sent by registered mail or by personal delivery immediately after the transmission. 10

ARTICLE 13 DISPUTES RESOLUTIONS
13.1 If any dispute arises from the interpretation and performance of this Agreement, the Parties hereto shall first settle such dispute through friendly consultations. Should such dispute fail to be settled through the consultations, either Party may submit such dispute to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The arbitration shall be conducted in Beijing according to the then applicable arbitration rules of CIETAC. The arbitration award shall be final and binding upon both Parties. In the event of any dispute arising out of the interpretation and performance hereof or if any such dispute is under arbitration, each Party hereto shall continue to exercise its other rights and perform its other obligations under this Agreement not subject to the disputes.

13.2

ARTICLE 14 MODIFICATIONS AND AMENDMENTS This Agreement may be modified or supplemented by written agreement between the Parties hereof. Any amendment agreement and/or supplementary agreement concluded between the Parties hereto regarding this Agreement shall be an integral part of this Agreement and shall have the same force. ARTICLE 15 SEVERABILITY The invalidity of any provisions under this Agreement shall not affect the validity of other provisions hereunder.

ARTICLE 13 DISPUTES RESOLUTIONS
13.1 If any dispute arises from the interpretation and performance of this Agreement, the Parties hereto shall first settle such dispute through friendly consultations. Should such dispute fail to be settled through the consultations, either Party may submit such dispute to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The arbitration shall be conducted in Beijing according to the then applicable arbitration rules of CIETAC. The arbitration award shall be final and binding upon both Parties. In the event of any dispute arising out of the interpretation and performance hereof or if any such dispute is under arbitration, each Party hereto shall continue to exercise its other rights and perform its other obligations under this Agreement not subject to the disputes.

13.2

ARTICLE 14 MODIFICATIONS AND AMENDMENTS This Agreement may be modified or supplemented by written agreement between the Parties hereof. Any amendment agreement and/or supplementary agreement concluded between the Parties hereto regarding this Agreement shall be an integral part of this Agreement and shall have the same force. ARTICLE 15 SEVERABILITY The invalidity of any provisions under this Agreement shall not affect the validity of other provisions hereunder. ARTICLE 16 JOINT AND SEVERABLE LIABILITY Run An and FENG Lei shall be liable, jointly and severally, for the obligations under this Agreement. ARTICLE 17 APPENDIX Appendixes attached to this Agreement shall constitute an integral part of this Agreement and shall have the same force. 11

ARTICLE 18 MISCELLANEOUS The Parties have caused their respective duly authorized representatives to execute this Agreement and affixed their respective company seals hereto on the day and year as first written above. This Agreement shall become effective on the date when the pledge has been recorded on the shareholders list of Qiancheng Advertising. This Agreement shall be written in three (3) counterparts, each of Party A and Party B shall hold one counterpart. All counterparts shall have the same force. 12

PARTY A (PLEDGEE): QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED Authorized representative: ________ PLEDGOR: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED Authorized representative: ________ PLEDGOR: FENG LEI

ARTICLE 18 MISCELLANEOUS The Parties have caused their respective duly authorized representatives to execute this Agreement and affixed their respective company seals hereto on the day and year as first written above. This Agreement shall become effective on the date when the pledge has been recorded on the shareholders list of Qiancheng Advertising. This Agreement shall be written in three (3) counterparts, each of Party A and Party B shall hold one counterpart. All counterparts shall have the same force. 12

PARTY A (PLEDGEE): QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED Authorized representative: ________ PLEDGOR: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED Authorized representative: ________ PLEDGOR: FENG LEI 13

APPENDIX I PARTICULARS Party B: Beijing Run An Information Consultancy Company Limited Establishment Date: January 29, 1997 Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing Business Scope: strategic design of corporate identity, market investigation and analysis and economic information consulting services Registered capital: RMB1,000,000.00 FENG Lei: Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Qiancheng Advertising:
Enterprise Name: Beijing Qian Cheng Si Jin Advertising Company Limited

Establishment Date: February 12, 1999 Registered Address: Premises of the Government of Yujiawu Hui Nationality

Township, Tongzhou District, Beijing

PARTY A (PLEDGEE): QIAN CHENG WU YOU NETWORK INFORMATION TECHNOLOGY (BEIJING) COMPANY LIMITED Authorized representative: ________ PLEDGOR: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED Authorized representative: ________ PLEDGOR: FENG LEI 13

APPENDIX I PARTICULARS Party B: Beijing Run An Information Consultancy Company Limited Establishment Date: January 29, 1997 Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing Business Scope: strategic design of corporate identity, market investigation and analysis and economic information consulting services Registered capital: RMB1,000,000.00 FENG Lei: Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Qiancheng Advertising:
Enterprise Name: Beijing Qian Cheng Si Jin Advertising Company Limited

Establishment Date: February 12, 1999 Registered Address: Premises of the Government of Yujiawu Hui Nationality

Township, Tongzhou District, Beijing Registered Capital: RMB100,000.00 Shareholders: Run An and FENG Lei, where Run An holds 20% equity of Qiancheng Advertising, and FENG Lei holds the other 80% equity of Qiancheng Advertising. 14

APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF BEIJING QIAN CHENG SI JIN

APPENDIX I PARTICULARS Party B: Beijing Run An Information Consultancy Company Limited Establishment Date: January 29, 1997 Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing Business Scope: strategic design of corporate identity, market investigation and analysis and economic information consulting services Registered capital: RMB1,000,000.00 FENG Lei: Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 Qiancheng Advertising:
Enterprise Name: Beijing Qian Cheng Si Jin Advertising Company Limited

Establishment Date: February 12, 1999 Registered Address: Premises of the Government of Yujiawu Hui Nationality

Township, Tongzhou District, Beijing Registered Capital: RMB100,000.00 Shareholders: Run An and FENG Lei, where Run An holds 20% equity of Qiancheng Advertising, and FENG Lei holds the other 80% equity of Qiancheng Advertising. 14

APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED The shareholders meeting of Beijing Qian Cheng Si Jin Advertising Company Limited (the "Company") made this resolution with unanimous vote with respect to the Equity Pledge Agreement entered into by and between the shareholders of the Company and Qian Cheng Wu You Network Information Technology (Beijing) Company Limited on May 3, 2004. The shareholders meeting adopts and agrees the following: Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian Cheng Wu You Network Information Technology (Beijing) Company Limited. This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3, 2004: SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

APPENDIX II RESOLUTION OF SHAREHOLDERS MEETING OF BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED The shareholders meeting of Beijing Qian Cheng Si Jin Advertising Company Limited (the "Company") made this resolution with unanimous vote with respect to the Equity Pledge Agreement entered into by and between the shareholders of the Company and Qian Cheng Wu You Network Information Technology (Beijing) Company Limited on May 3, 2004. The shareholders meeting adopts and agrees the following: Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to Qian Cheng Wu You Network Information Technology (Beijing) Company Limited. This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on May 3, 2004: SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED Authorized Representative

SHAREHOLDER: FENG LEI 15

APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING) COMPANY LIMITED
SHAREHOLDER ----------FENG Lei PROPORTIONATE CONTRIBUTION ------------80% PARTICULARS OF SHAREHOLDER ------------------------------------------------Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 SHAREHOLDER PLE ------------------------In accordance with the Eq entered into by and betwe Information Consultancy C FENG Lei and Qian Cheng W Information Technology (B Limited. dated May 3, 200 all of his equity in Qian Qian Cheng Wu You Network (Beijing) Company Limited for the equity pledge sha of such Equity Pledge Agr In accordance with the Eq entered into by and betwe Information Consultancy C Lei and Qian Cheng Wu You Technology (Beijing) Comp 3, 2004, Beijing Run An I Company Limited has pledg Qiancheng Advertising to Network Information Techn Limited The registration pledge shall be the execu Equity Pledge Agreement.

Beijing Run An Information Consulting Company Limited

20%

Establishment Date: January 29, 1997 Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing Business Scope: provide consulting services to entities, provide marketing analysis services and information consulting services

BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED (SEAL) 16

LEGAL REPRESENTATIVE: ___________________________

APPENDIX III SHAREHOLDERS LIST FOR QIAN CHENG SI JIN ADVERTISING (BEIJING) COMPANY LIMITED
SHAREHOLDER ----------FENG Lei PROPORTIONATE CONTRIBUTION ------------80% PARTICULARS OF SHAREHOLDER ------------------------------------------------Nationality: China Address: Apt.#2003, Building 10 Fangchengyuan I Area, Fengtai District, Beijing Telephone: 8610-13901189904 SHAREHOLDER PLE ------------------------In accordance with the Eq entered into by and betwe Information Consultancy C FENG Lei and Qian Cheng W Information Technology (B Limited. dated May 3, 200 all of his equity in Qian Qian Cheng Wu You Network (Beijing) Company Limited for the equity pledge sha of such Equity Pledge Agr In accordance with the Eq entered into by and betwe Information Consultancy C Lei and Qian Cheng Wu You Technology (Beijing) Comp 3, 2004, Beijing Run An I Company Limited has pledg Qiancheng Advertising to Network Information Techn Limited The registration pledge shall be the execu Equity Pledge Agreement.

Beijing Run An Information Consulting Company Limited

20%

Establishment Date: January 29, 1997 Registered address: Unit F, 32/F, China Merchant Tower, 118 Jian Guo Road, Chao Yang District, Beijing Business Scope: provide consulting services to entities, provide marketing analysis services and information consulting services

BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED (SEAL) 16

LEGAL REPRESENTATIVE: ___________________________ SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

SHAREHOLDER: FENG LEI

DATE: MAY 3, 2004 17

EXHIBIT 10.11 COOPERATION AGREEMENT by and between SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED and QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED MAY 3, 2004

LEGAL REPRESENTATIVE: ___________________________ SHAREHOLDER: BEIJING RUN AN INFORMATION CONSULTANCY COMPANY LIMITED

SHAREHOLDER: FENG LEI

DATE: MAY 3, 2004 17

EXHIBIT 10.11 COOPERATION AGREEMENT by and between SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED and QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED MAY 3, 2004

COOPERATION AGREEMENT This COOPERATION AGREEMENT ("AGREEMENT") is made and entered into on May 3, 2004 by and between the following parties: PARTY A: Shanghai Run An Lian Information Consultancy Company Limited, a limited liability company duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Room 753, 710 Changping Road, Shanghai, China; and PARTY B: Qianjin Network Information Technology (Shanghai) Company Limited, a Sino-foreign joint venture duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China. WHEREAS: 1. Party A is a company specializing in the provision of human resources services, which has obtained a Shanghai human resources service license and is qualified to provide human resource service, including online human resource service and Internet content provision service; Party A currently owns and operates a website specializing in the provision of Internet human resource service, i.e., www.51job.com ("HR Website"); 2. Party B is a company with the software technology, multi-media technology and Internet system technology, specializing in the design and production of Internet advertisement with a advertising license for publishing Internet advertisement on HR Website; and 3. Party B has certain customer resources, and such customers need the technical and consulting services and human resource service in connection with recruitment. Party B is capable of providing such technical and

EXHIBIT 10.11 COOPERATION AGREEMENT by and between SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED and QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED MAY 3, 2004

COOPERATION AGREEMENT This COOPERATION AGREEMENT ("AGREEMENT") is made and entered into on May 3, 2004 by and between the following parties: PARTY A: Shanghai Run An Lian Information Consultancy Company Limited, a limited liability company duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Room 753, 710 Changping Road, Shanghai, China; and PARTY B: Qianjin Network Information Technology (Shanghai) Company Limited, a Sino-foreign joint venture duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China. WHEREAS: 1. Party A is a company specializing in the provision of human resources services, which has obtained a Shanghai human resources service license and is qualified to provide human resource service, including online human resource service and Internet content provision service; Party A currently owns and operates a website specializing in the provision of Internet human resource service, i.e., www.51job.com ("HR Website"); 2. Party B is a company with the software technology, multi-media technology and Internet system technology, specializing in the design and production of Internet advertisement with a advertising license for publishing Internet advertisement on HR Website; and 3. Party B has certain customer resources, and such customers need the technical and consulting services and human resource service in connection with recruitment. Party B is capable of providing such technical and

COOPERATION AGREEMENT This COOPERATION AGREEMENT ("AGREEMENT") is made and entered into on May 3, 2004 by and between the following parties: PARTY A: Shanghai Run An Lian Information Consultancy Company Limited, a limited liability company duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Room 753, 710 Changping Road, Shanghai, China; and PARTY B: Qianjin Network Information Technology (Shanghai) Company Limited, a Sino-foreign joint venture duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China. WHEREAS: 1. Party A is a company specializing in the provision of human resources services, which has obtained a Shanghai human resources service license and is qualified to provide human resource service, including online human resource service and Internet content provision service; Party A currently owns and operates a website specializing in the provision of Internet human resource service, i.e., www.51job.com ("HR Website"); 2. Party B is a company with the software technology, multi-media technology and Internet system technology, specializing in the design and production of Internet advertisement with a advertising license for publishing Internet advertisement on HR Website; and 3. Party B has certain customer resources, and such customers need the technical and consulting services and human resource service in connection with recruitment. Party B is capable of providing such technical and consulting services, and holds a license to publish Internet advertisement. Due to fact that Party B no longer provides any human resource service, Party B intends to engage Party A and Party A intends to be engaged by Party B to provide relevant human resource service and to provide services in connection with publishing information on the HR Website to Party B's customers. NOW THEREFORE, Party A and Party B hereby agree on the following terms and conditions and agree to perform this Agreement according to such terms and conditions: ARTICLE 1 GENERAL PRINCIPLE OF SERVICES 2

Party A shall provide to the customers of Party B human resource service and services of publishing information through the HR Website relying on its qualification to provide human resources services and the HR Website; Through its Internet technology, Party B shall provide technical and consulting services with respect to the development, construction, and maintenance of the HR Website, and shall provide the technical and consulting services related to the human resource services at the special request of the customers. ARTICLE 2 SERVICES AND OBLIGATIONS OF PARTY A Party A, together with Party B, shall enter into a Three Party Service Agreement with the recruiting company ("Customer"), and Party A shall conduct the following: 1. liaison with the Customer, collecting background information and hiring criteria from the Customer, and prepare hiring plans; 2. searching for qualified candidates for the Customers, communicating with the candidates, and arranging negotiation, interview, and execution of employment contracts and other matters between the Customers and the candidates; and 3. publishing recruiting information and advertisement bar of the Customer and creating a hyperlink between the

Party A shall provide to the customers of Party B human resource service and services of publishing information through the HR Website relying on its qualification to provide human resources services and the HR Website; Through its Internet technology, Party B shall provide technical and consulting services with respect to the development, construction, and maintenance of the HR Website, and shall provide the technical and consulting services related to the human resource services at the special request of the customers. ARTICLE 2 SERVICES AND OBLIGATIONS OF PARTY A Party A, together with Party B, shall enter into a Three Party Service Agreement with the recruiting company ("Customer"), and Party A shall conduct the following: 1. liaison with the Customer, collecting background information and hiring criteria from the Customer, and prepare hiring plans; 2. searching for qualified candidates for the Customers, communicating with the candidates, and arranging negotiation, interview, and execution of employment contracts and other matters between the Customers and the candidates; and 3. publishing recruiting information and advertisement bar of the Customer and creating a hyperlink between the advertisement bar and the recruitment page of Customer's website. In the event that Party A breaches this Agreement and causes the breach of the Three Parties Service Agreement by and among Party A, Party B and the Customer or other similar agreement , then Party A shall be responsible for the settlement of disputes with the Customer, compensate the Customer for any losses and hold Party B harmless from such breach. ARTICLE 3 SERVICE FEES For the purpose of this Agreement, Party B shall pay service fees to Party A. The service fees shall be settled quarterly, which shall be paid within 45 days following the end of each quarter. Service fees shall be the amount of the direct operation costs incurred in the previous quarter plus 5% of such operation costs, provided that the service fees shall not exceed RMB300,000 per quarter. If it is shorter than three months at the time of fee settlement, the service fees shall be calculated based on the actual days involved and in accordance with the same formula as set out in this provision. 3

ARTICLE 4 COPYRIGHT OWNERSHIP The ownership of the intellectual property rights of Party A and Party B arising from or in connection with the cooperation shall be determined as follows: Party B owns the copyright for the database software and other relevant software designed by Party B, and the intellectual property rights of and any other rights derived from the results of development and research through the research and development under this Agreement and other agreements entered into by both Parties shall be owned by Party B, including without limitations the right to apply for patent, copyright for the software, technical documents and technical information as the carrier or other intellectual property rights, and the right to license the foresaid intellectual property rights to other parties or to transfer the foresaid intellectual property rights. ARTICLE 5 TERM AND TERMINATION 5.1 This Agreement shall become effective from the date of execution hereof by the respective authorized representatives of Parties with the company seals of the Parties affixed hereto, and shall remain effective for ten (10) years. 5.2 During the term of this Agreement, in the event of breach of this Agreement by any Party, the other Party may terminate this Agreement by written notice if the breaching Party fails to cure the breach within fourteen (14) days of the receipt of the written notice from such other Party.

ARTICLE 4 COPYRIGHT OWNERSHIP The ownership of the intellectual property rights of Party A and Party B arising from or in connection with the cooperation shall be determined as follows: Party B owns the copyright for the database software and other relevant software designed by Party B, and the intellectual property rights of and any other rights derived from the results of development and research through the research and development under this Agreement and other agreements entered into by both Parties shall be owned by Party B, including without limitations the right to apply for patent, copyright for the software, technical documents and technical information as the carrier or other intellectual property rights, and the right to license the foresaid intellectual property rights to other parties or to transfer the foresaid intellectual property rights. ARTICLE 5 TERM AND TERMINATION 5.1 This Agreement shall become effective from the date of execution hereof by the respective authorized representatives of Parties with the company seals of the Parties affixed hereto, and shall remain effective for ten (10) years. 5.2 During the term of this Agreement, in the event of breach of this Agreement by any Party, the other Party may terminate this Agreement by written notice if the breaching Party fails to cure the breach within fourteen (14) days of the receipt of the written notice from such other Party. 5.3 This Agreement may be extended to any term agreed by the Parties in writing. ARTICLE 6 LIABILITY FOR BREACH OF CONTRACT 6.1 In the event of default by any Party hereto on its obligations provided in this Agreement, the defaulting party shall, upon the receipt of a written notice from the non-defaulting party requesting the correction, immediately refrain from such default and shall compensate the non-defaulting Party for all losses and damages thus caused to the non-defaulting party within fourteen (14) days of the notice. Should the defaulting party continue the breach or fails to perform its obligations, the non-defaulting Party shall have the right, in addition to the right to claim for compensation for its losses due to such beach of contract, to the early termination of this Agreement. 6.2 In the event that the Parties hereto are both at fault, then they shall bear the respective liabilities for the breach in accordance with the actual faults committed by parties. 4

ARTICLE 7 WAIVER 7.1 Except for the obligation of compensation provided herein, no Party shall be liable for any contingent, consequential, special or punitive damages or other damages of the other Party arising from or in connection with this Agreement, whether or not alleged to be the result of contracts or infringement (including negligence or strict liability), or other circumstances, and whether or not the other Party has been informed of the possibilities of such damages to such other Party. 7.2 The rights and obligations under this Agreement shall apply to the respective successors, permitted assigns e, executor, and manager of both Parties to the extent possible. Any Party may transfer the services which it shall provide under this Agreement to any of its affiliates or successors, regardless whether such succession results from merger, acquisition, asset purchase or other circumstances. 7.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity, effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the performance of such invalid, null and unenforceable provision and shall amend such provision only to the extent that it will be valid, effective and enforceable with respect to such specific facts and situations in a manner that most closely reflect the original intentions of such provision. 7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one

ARTICLE 7 WAIVER 7.1 Except for the obligation of compensation provided herein, no Party shall be liable for any contingent, consequential, special or punitive damages or other damages of the other Party arising from or in connection with this Agreement, whether or not alleged to be the result of contracts or infringement (including negligence or strict liability), or other circumstances, and whether or not the other Party has been informed of the possibilities of such damages to such other Party. 7.2 The rights and obligations under this Agreement shall apply to the respective successors, permitted assigns e, executor, and manager of both Parties to the extent possible. Any Party may transfer the services which it shall provide under this Agreement to any of its affiliates or successors, regardless whether such succession results from merger, acquisition, asset purchase or other circumstances. 7.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity, effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the performance of such invalid, null and unenforceable provision and shall amend such provision only to the extent that it will be valid, effective and enforceable with respect to such specific facts and situations in a manner that most closely reflect the original intentions of such provision. 7.4 Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one Party in connection with the other Party's default or delay shall not be deemed as a waiver by such Party of its rights and shall not prejudice, affect or restrict any of the rights which such Party shall be entitled to under this Agreement and relevant PRC laws and regulations. ARTICLE 8 NOTICE All notices hereunder shall be either delivered by personal delivery or via facsimile or registered airmail. A notice, if sent via registered airmail, shall be deemed to have been serviced on the fifth day of the dispatch of the registered mail, or if sent via facsimile or by personal delivery, shall be deemed to have been serviced on the date immediately following the date of the dispatch or transmission. If a notice is sent via facsimile, the original copy shall be sent via registered airmail or by personal delivery after the transmission. ARTICLE 9 DISPUTES RESOLUTION AND GOVERNING LAW 9.1 The execution, effectiveness, performance and interpretation of this Agreement shall be governed by the laws of the People's Republic of China. 5

9.2 Any disputes arising from or in connection with the execution, performance, interpretation and dispute settlement of this Agreement shall be settled by both Parties through friendly consultations. If Parties fail to settle the disputes through friendly consultations, either Party may submit the dispute to China International Economy and Trade Arbitration Commission (hereinafter referred to as "CIETAC") for arbitration in Beijing in accordance with the then applicable arbitration rules of CIETAC. 9.3 During the arbitration, the Parties shall continue to perform their obligations under this Agreement not subject to the arbitration. 9.4 The arbitral award shall be final and binding upon the Parties. ARTICLE 10 MISCELLANEOUS
10.1 This Agreement may not be revised, modified, supplemented or dissolved unless by written agreements between the Parties signed by the authorized representatives. Appendixes attached to this Agreement shall be an integral part of this Agreement. The Parties may, from time to time, revised, add to or adjust

10.2

9.2 Any disputes arising from or in connection with the execution, performance, interpretation and dispute settlement of this Agreement shall be settled by both Parties through friendly consultations. If Parties fail to settle the disputes through friendly consultations, either Party may submit the dispute to China International Economy and Trade Arbitration Commission (hereinafter referred to as "CIETAC") for arbitration in Beijing in accordance with the then applicable arbitration rules of CIETAC. 9.3 During the arbitration, the Parties shall continue to perform their obligations under this Agreement not subject to the arbitration. 9.4 The arbitral award shall be final and binding upon the Parties. ARTICLE 10 MISCELLANEOUS
10.1 This Agreement may not be revised, modified, supplemented or dissolved unless by written agreements between the Parties signed by the authorized representatives. Appendixes attached to this Agreement shall be an integral part of this Agreement. The Parties may, from time to time, revised, add to or adjust the Appendixes hereto during the term of this Agreement. This Agreement is written in Chinese in two counterparts, with each Party holding one counterpart.

10.2

10.3

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives on the date and year first written above. PARTY A: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED SIGNED BY: ___________________ AUTHORIZED REPRESENTATIVE: TITLE: PARTY B: QIANJIN NETWORK INFORMATION TECHNOLOGY (SHANGHAI) COMPANY LIMITED SIGNED BY: ___________________ AUTHORIZED REPRESENTATIVE: TITLE: 6

EXHIBIT 10.12 DOMAIN NAME LICENSE AGREEMENT between 51NET.COM INC. and SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED May 3, 2004

EXHIBIT 10.12 DOMAIN NAME LICENSE AGREEMENT between 51NET.COM INC. and SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED May 3, 2004

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII

LICENSE...................................................... LICENSE FEES.................................................. OWNERSHIP..................................................... CONFIDENTIALITY............................................... REPRESENTATIONS AND WARRANTIES................................ RIGHTS AND OBLIGATIONS........................................ QUALITY OF 51NET WEBSITE..................................... COMPETITIVE DOMAIN NAME...................................... EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION................... TERMINATION................................................... EFFECTIVENESS OF TERMINATION.................................. TAXES......................................................... INDEMNIFY.................................................... FORCE MAJEURE EVENT.......................................... NOTICE....................................................... TRANSFER; PLEDGE............................................. GOVERNING LAW................................................

3 4 4 4 5 6 6 7 7 7 7 8 8 8 8 9 9 9 9 9 10

ARTICLE XVIII DISPUTES RESOLUTION.......................................... ARTICLE XIX ARTICLE XX ARTICLE XXI MODIFICATION AND AMENDMENTS.................................. SEVERABILITY................................................. MISCELLANEOUS................................................

2

DOMAIN NAME LICENSE AGREEMENT This Domain Name License Agreement ("AGREEMENT") is made and entered into on May 3, 2004 by and between:

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII

LICENSE...................................................... LICENSE FEES.................................................. OWNERSHIP..................................................... CONFIDENTIALITY............................................... REPRESENTATIONS AND WARRANTIES................................ RIGHTS AND OBLIGATIONS........................................ QUALITY OF 51NET WEBSITE..................................... COMPETITIVE DOMAIN NAME...................................... EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION................... TERMINATION................................................... EFFECTIVENESS OF TERMINATION.................................. TAXES......................................................... INDEMNIFY.................................................... FORCE MAJEURE EVENT.......................................... NOTICE....................................................... TRANSFER; PLEDGE............................................. GOVERNING LAW................................................

3 4 4 4 5 6 6 7 7 7 7 8 8 8 8 9 9 9 9 9 10

ARTICLE XVIII DISPUTES RESOLUTION.......................................... ARTICLE XIX ARTICLE XX ARTICLE XXI MODIFICATION AND AMENDMENTS.................................. SEVERABILITY................................................. MISCELLANEOUS................................................

2

DOMAIN NAME LICENSE AGREEMENT This Domain Name License Agreement ("AGREEMENT") is made and entered into on May 3, 2004 by and between: 51NET.COM INC., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands ("LICENSOR"), and SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED, a limited liability company duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Room 753, 710 Changping Road, Shanghai, PRC ("LICENSEE"). WHEREAS: 1. Licensor is a company organized under the laws of the British Virgin Islands and has legally obtained and owns the domain name under this Agreement; and 2. Licensor agrees to grant to Licensee the license to use the foresaid domain name in accordance with the terms and conditions of this Agreement, and Licensee agrees to accept such license in accordance with the same terms and conditions.

DOMAIN NAME LICENSE AGREEMENT This Domain Name License Agreement ("AGREEMENT") is made and entered into on May 3, 2004 by and between: 51NET.COM INC., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands ("LICENSOR"), and SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED, a limited liability company duly organized and validly existing under the laws of the People's Republic of China, with its registered address at Room 753, 710 Changping Road, Shanghai, PRC ("LICENSEE"). WHEREAS: 1. Licensor is a company organized under the laws of the British Virgin Islands and has legally obtained and owns the domain name under this Agreement; and 2. Licensor agrees to grant to Licensee the license to use the foresaid domain name in accordance with the terms and conditions of this Agreement, and Licensee agrees to accept such license in accordance with the same terms and conditions. NOW THERFORE, the parties hereof agree as follows: ARTICLE I LICENSE 1.1 Grant of Domain Name License In accordance with this Agreement, Licensor agrees to grant to Licensee and the Licensee agrees to accept the license ("DOMAIN NAME LICENSE") to use the domain name www.51job.com ("51NET DOMAIN NAME") 1.2 Territories of the Domain Name License a. Domain Name License granted hereunder shall be effective only on the 51net website operated by Licensee, i.e., http://www.51job.com ("51NET WEBSITE"). Licensee hereby agrees that it shall not use or authorize others to use 51net Domain Name, directly or indirectly, in any means other than as provided in this Agreement. b. Domain Name License granted under this Agreement is effective only within the territory of China (excluding Hong Kong, Macau and Taiwan). Licensee agrees that it shall not use or authorize others to use 51net Domain 3

Name, directly or indirectly, in other countries or areas. ARTICLE II LICENSE FEES 2.1 Licensee agrees to pay Domain Name License fees to Licensor for Domain Name License granted under this Agreement and for use of 51net Domain Name, and the parties shall separately determine the specific fee amount. ARTICLE III OWNERSHIP 3.1 The ownership of 51net Domain Name shall rest with Licensor. Licensee hereby acknowledges the value of the goodwill related to 51net Domain Name. Licensee hereby confirms that, the value in connection with 51net Domain Name, including the value of goodwill related to 51net Domain Name which has been formed as of the date of this Agreement and the value of goodwill in connection with 51net Domain Name arising from the use of

Name, directly or indirectly, in other countries or areas. ARTICLE II LICENSE FEES 2.1 Licensee agrees to pay Domain Name License fees to Licensor for Domain Name License granted under this Agreement and for use of 51net Domain Name, and the parties shall separately determine the specific fee amount. ARTICLE III OWNERSHIP 3.1 The ownership of 51net Domain Name shall rest with Licensor. Licensee hereby acknowledges the value of the goodwill related to 51net Domain Name. Licensee hereby confirms that, the value in connection with 51net Domain Name, including the value of goodwill related to 51net Domain Name which has been formed as of the date of this Agreement and the value of goodwill in connection with 51net Domain Name arising from the use of 51net Domain Name by Licensee and the operation of 51net Website by Licensee during the effective term of this Agreement, shall be owned by Licensor. ARTICLE IV CONFIDENTIALITY 4.1 Licensee shall keep confidential any and all confidential data and information that Licensee learned or accessed due to its acceptance of the foresaid Domain Name License ("Confidential Information"). 4.2 Upon the termination of this Agreement, Licensee shall return any and all documents, information or software containing the Confidential Information to Licensor at the request of Licensor, or destroy the same or delete any Confidential Information from any relevant memory device, and it shall not continue to use such Confidential Information. 4.3 Without prior written consent of Licensor, Licensee shall not disclose the Confidential Information to any third party. 4.4 Without prior written consent of Licensor, Licensee shall not use the Confidential Information for purposes other than this Agreement. 4.5 The Parties agree that, this confidentiality provision shall survive the modification, dissolution or termination of this Agreement. 4

ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Licensor hereby undertakes and warrants that: a. Licensor is a company registered and organized and duly existing under the laws of the British Virgin Islands; b. Licensor has the power and authorization to execute and perform this Agreement, and the execution and performance of this Agreement by Licensor conform to the stipulations in its business scope, articles of association and other incorporation documents, and Licensor has obtained all necessary and appropriate approvals and authorizations for the execution and performance of this Agreement; c. the execution and performance of this Agreement by Licensor do not violate any laws and regulations or governmental approval, authorization, notice or other government documents, which is binding upon or affects Licensor, or constitutes any default to any agreement entered into by Licensor and any third party or any undertaking to any third party; and d. this Agreement constitutes a legal and valid obligation enforceable against Licensor upon the execution of this Agreement.

ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Licensor hereby undertakes and warrants that: a. Licensor is a company registered and organized and duly existing under the laws of the British Virgin Islands; b. Licensor has the power and authorization to execute and perform this Agreement, and the execution and performance of this Agreement by Licensor conform to the stipulations in its business scope, articles of association and other incorporation documents, and Licensor has obtained all necessary and appropriate approvals and authorizations for the execution and performance of this Agreement; c. the execution and performance of this Agreement by Licensor do not violate any laws and regulations or governmental approval, authorization, notice or other government documents, which is binding upon or affects Licensor, or constitutes any default to any agreement entered into by Licensor and any third party or any undertaking to any third party; and d. this Agreement constitutes a legal and valid obligation enforceable against Licensor upon the execution of this Agreement. 5.2 Licensee hereby undertakes and warrants that: a. Licensee is a company registered and organized and duly existing under the PRC laws; b. Licensee has the power and authorization to execute and perform this Agreement, and the execution and performance of this Agreement by Licensee conform to the stipulations in its business scope, articles of association and other incorporation documents, and Licensee has obtained all necessary and appropriate approvals and authorizations for the execution and performance of this Agreement; c. the execution and performance of this Agreement by Licensor do not constitute any default or violation to any agreement entered into by Licensee and any third party or any undertaking to any third party; d. this Agreement constitutes legal and valid obligations enforceable against Licensee upon the execution of this Agreement; e. Licensee has obtained all governmental approvals, licenses, authorizations or permits to conduct Internet human resources services and Internet 5

information provision business within China; and f. Licensee shall use 51net Domain Name and operate 51net Website in strict accordance with relevant PRC laws and regulations and government requirements, and shall complete legal formalities with regard to government approvals and licenses of, and registration and filing with the authorities in connection with the use of 51net Domain Name and the operation of 51net Website (if applicable). ARTICLE VI RIGHTS AND OBLIGATIONS 6.1 During the effective term of this Agreement, Licensor shall complete all legal procedures related to 51net Domain Name in accordance with the administrative regulations and requirements of the agency that 51net Domain Name is registered with, including without limitation the annual examination, and shall pay all expenses and fees in connection with 51net Domain Name. 6.2 Licensee shall not infringe any of Licensor's rights to 51net Domain Name within the term of this Agreement or afterwards, and it shall not challenge the validity of 51net Domain Name and this Agreement. 6.3 Licensee agrees that it shall use its best efforts to assist Licensor to protect the Licensor's rights to 51net

information provision business within China; and f. Licensee shall use 51net Domain Name and operate 51net Website in strict accordance with relevant PRC laws and regulations and government requirements, and shall complete legal formalities with regard to government approvals and licenses of, and registration and filing with the authorities in connection with the use of 51net Domain Name and the operation of 51net Website (if applicable). ARTICLE VI RIGHTS AND OBLIGATIONS 6.1 During the effective term of this Agreement, Licensor shall complete all legal procedures related to 51net Domain Name in accordance with the administrative regulations and requirements of the agency that 51net Domain Name is registered with, including without limitation the annual examination, and shall pay all expenses and fees in connection with 51net Domain Name. 6.2 Licensee shall not infringe any of Licensor's rights to 51net Domain Name within the term of this Agreement or afterwards, and it shall not challenge the validity of 51net Domain Name and this Agreement. 6.3 Licensee agrees that it shall use its best efforts to assist Licensor to protect the Licensor's rights to 51net Domain Name. To protect the rights of Licensor to the 51net Domain Name from infringement, Licensor may file a claim or litigation in its own name, or in the name of Licensee or in the name of both Licensor and Licensee, and Licensor may respond to any claims or litigations in its own name, or in the name of Licensee or in the name of both Licensor and Licensee. 6.4 Licensee agrees that, once it becomes aware of any infringement of the rights of Licensor to 51net Domain Name, Licensee shall immediately notice Licensor in writing, and it is Licensor's decision as to whether any action should be taken against such infringement. 6.5 Licensee agrees that it shall only use 51net Domain Name in accordance with this Agreement and it shall not use 51net Domain Name in any manner which, in the opinion of Licensor, is fraudulent, misleading or otherwise detrimental to 51net Domain Name. ARTICLE VII QUALITY OF 51NET WEBSITE 7.1 Licensee shall use its best endeavors to improve the quality of 51net Website 6

during the operation of the website so as to maintain and improve the goodwill and reputation represented by 51net Domain Name. ARTICLE VIII COMPETITIVE DOMAIN NAME 8.1 In the event that the domain names currently used or to be used by Licensee or its affiliates conflict with 51net Domain Name hereunder, Licensor has the right to terminate this Agreement with a prior written notice of thirty (30) days to Licensee. ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION 9.1 This Agreement shall be executed on and become effective as of the date first written above. Unless otherwise terminated early pursuant to this Agreement, the term of this Agreement shall be two (2) years. 9.2 This Agreement may be extended upon the written consent of Licensor. ARTICLE X TERMINATION
10.1 This Agreement shall be terminated upon the expiration of the term of this Agreement, unless extended in accordance with this Agreement.

during the operation of the website so as to maintain and improve the goodwill and reputation represented by 51net Domain Name. ARTICLE VIII COMPETITIVE DOMAIN NAME 8.1 In the event that the domain names currently used or to be used by Licensee or its affiliates conflict with 51net Domain Name hereunder, Licensor has the right to terminate this Agreement with a prior written notice of thirty (30) days to Licensee. ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION 9.1 This Agreement shall be executed on and become effective as of the date first written above. Unless otherwise terminated early pursuant to this Agreement, the term of this Agreement shall be two (2) years. 9.2 This Agreement may be extended upon the written consent of Licensor. ARTICLE X TERMINATION
10.1 This Agreement shall be terminated upon the expiration of the term of this Agreement, unless extended in accordance with this Agreement. In the event that any party violates this Agreement and fails to remedy such violations within thirty (30) days of the receipt of a written notice from the other party requesting the remedy, the non-defaulting party may terminate this Agreement by written notice to the defaulting party. Article 4 hereof shall survive the termination of this Agreement. ARTICLE XI EFFECTIVENESS OF TERMINATION 11.1 Immediately upon the termination of this Agreement, Licensee shall return to Licensor all the rights granted by Licensor to Licensee under this Agreement and Licensor shall have the right to grant others the license to use 51net Domain Name and Licensee shall not use 51net Domain Name in any way.

10.2

10.3

7

ARTICLE XII TAXES
12.1 Any taxes incurred due to the execution and performance of this Agreement shall be borne by parties respectively in accordance with relevant laws and regulations. ARTICLE XIII LIABILITIES OF BREACH OF AGREEMENT 13.1 In the event that any breach of this Agreement by a party causes losses and damages to the other party, the defaulting party shall be liable and compensate the non-defaulting party for all losses and damages. Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one party in connection with the other party's default or delay shall not be construed as a waiver of the same of the right of such party. ARTICLE XIV FORCE MAJEURE EVENT 14.1 The Force Majeure Event hereunder refers to governmental act, fire, explosion, typhoon, flood, earthquake, tide, lightning, war or any other events which are unforeseeable by and beyond the control of any party hereto. In the event of a Force Majeure Event, the party affected by such event shall immediately notice the other party. In the event of occurrence of Force Majeure Event, no party shall be held

13.2

14.2

ARTICLE XII TAXES
12.1 Any taxes incurred due to the execution and performance of this Agreement shall be borne by parties respectively in accordance with relevant laws and regulations. ARTICLE XIII LIABILITIES OF BREACH OF AGREEMENT 13.1 In the event that any breach of this Agreement by a party causes losses and damages to the other party, the defaulting party shall be liable and compensate the non-defaulting party for all losses and damages. Any allowance, grace period and deferred exercise of the rights entitled under this Agreement granted by one party in connection with the other party's default or delay shall not be construed as a waiver of the same of the right of such party. ARTICLE XIV FORCE MAJEURE EVENT 14.1 The Force Majeure Event hereunder refers to governmental act, fire, explosion, typhoon, flood, earthquake, tide, lightning, war or any other events which are unforeseeable by and beyond the control of any party hereto. In the event of a Force Majeure Event, the party affected by such event shall immediately notice the other party. In the event of occurrence of Force Majeure Event, no party shall be held liable for the damages, losses or increased expenses arising from such party's failure of or delay in the performance of this Agreement due to the Force Majeure Event, and the failure of or delay in the performance of the Agreement due to the Force Majeure Event shall not be deemed as a breach of this Agreement. The party affected by the Force Majeure Event shall take all appropriate measures to set off or minimize the effect of the Force Majeure Event, and it shall use the best efforts to continue to perform the obligations the performance of which has been suspended or delayed. After the Force Mejeure Event is eliminated, both parties agree that they shall use their best endeavors to continue to perform this Agreement. ARTICLE XV NOTICE 15.1 Any notice made under this Agreement shall be delivered to the other party by personal delivery, via facsimile or by registered mail. A notice, if sent by registered mail, shall be deemed to have been served on the date recorded on the 8

13.2

14.2

return receipt, if sent by personal delivery or via facsimile, shall be deemed to have been served on the date immediately following the date on which such notice is sent. In the event that the notice is sent via facsimile, the original of such notice shall be sent by registered mail or by personal delivery immediately after the transmission. ARTICLE XVI TRANSFER; PLEDGE 16.1 Without the prior written consent of Licensor, Licensee shall not transfer, sublicense, or pledge any of its rights and obligations (including but not limited to Domain Name License) under this Agreement or otherwise impose any security interests upon the same. ARTICLE XVII GOVERNING LAW 17.1 The parties hereto agree that this Agreement shall be governed by the PRC laws. ARTICLE XVIII DISPUTES RESOLUTION 18.1 All disputes arising from or in connection with this Agreement shall be resolved through friendly consultation between the parties hereto, failing which, either party may submit the dispute to China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in

return receipt, if sent by personal delivery or via facsimile, shall be deemed to have been served on the date immediately following the date on which such notice is sent. In the event that the notice is sent via facsimile, the original of such notice shall be sent by registered mail or by personal delivery immediately after the transmission. ARTICLE XVI TRANSFER; PLEDGE 16.1 Without the prior written consent of Licensor, Licensee shall not transfer, sublicense, or pledge any of its rights and obligations (including but not limited to Domain Name License) under this Agreement or otherwise impose any security interests upon the same. ARTICLE XVII GOVERNING LAW 17.1 The parties hereto agree that this Agreement shall be governed by the PRC laws. ARTICLE XVIII DISPUTES RESOLUTION 18.1 All disputes arising from or in connection with this Agreement shall be resolved through friendly consultation between the parties hereto, failing which, either party may submit the dispute to China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in accordance with then effective arbitration rules of CIETAC. The arbitration award shall be final and binding upon both parties hereto. In the event that any disputes occur due to interpretation and performance of this Agreement or any disputes are under the arbitration, both parties hereto shall continue to perform their respective duties and obligations under this Agreement not subject to the disputes. ARTICLE XIX MODIFICATION AND AMENDMENTS 19.1 Both parties may modify or supplement this Agreement by written agreement. Any modification of and/or supplement to this Agreement constitute an integral part of this Agreement, and shall have the same legal effect with this Agreement.

18.2

ARTICLE XX SEVERABILITY 9
20.1 The invalidity of any provision under this Agreement shall not affect the effect and validity of other provisions hereunder. ARTICLE XXI MISCELLANEOUS 21.1 The parties hereto have caused their respective authorized representatives to execute and affix their respective company seals to this Agreement on the date first written above, on which date this Agreement shall become effective. This Agreement shall be written in two (2) counterparts, one for Licensor and one for Licensee. Both counterparts shall have the same legal effect.

LICENSOR: 51NET.COM INC. Authorized representative: LICENSEE: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED Authorized representative: 10

20.1

The invalidity of any provision under this Agreement shall not affect the effect and validity of other provisions hereunder. ARTICLE XXI MISCELLANEOUS

21.1

The parties hereto have caused their respective authorized representatives to execute and affix their respective company seals to this Agreement on the date first written above, on which date this Agreement shall become effective. This Agreement shall be written in two (2) counterparts, one for Licensor and one for Licensee. Both counterparts shall have the same legal effect.

LICENSOR: 51NET.COM INC. Authorized representative: LICENSEE: SHANGHAI RUN AN LIAN INFORMATION CONSULTANCY COMPANY LIMITED Authorized representative: 10

EXHIBIT 10.13 CALL OPTION AGREEMENT Between BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED and 51NET.COM INC.

Call Option Agreement This Call Option Agreement (the "AGREEMENT") is made and entered into as of August 1, 2002 by and between: (1) BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED, a limited liability company organized and existing under the PRC Law, with its registered office at the premises of the Government of Yujiawu Hui Nationality Township, Tongzhou District, Beijing, PRC (the "PARTY A"); and (2) 51NET.COM INC., a company organized and existing under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (the "PARTY B"). WHEREAS: (1) Qianjin Network Information Technology (Shanghai) Company Limited ("TECH JV"), a Chinese-Foreign joint venture company organized and existing under the PRC Law, and its business scope is to design and develop software, multi-media and network system, related applications and relevant information services, design and produce Internet advertisements, launch Internet advertisements through www.51job.com, and provide career services and human resources (HR) services (operated with licenses, if required); (2) Shanghai Qianjin Culture Communication Company Limited ("ADCO"), a limited liability company organized

EXHIBIT 10.13 CALL OPTION AGREEMENT Between BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED and 51NET.COM INC.

Call Option Agreement This Call Option Agreement (the "AGREEMENT") is made and entered into as of August 1, 2002 by and between: (1) BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED, a limited liability company organized and existing under the PRC Law, with its registered office at the premises of the Government of Yujiawu Hui Nationality Township, Tongzhou District, Beijing, PRC (the "PARTY A"); and (2) 51NET.COM INC., a company organized and existing under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (the "PARTY B"). WHEREAS: (1) Qianjin Network Information Technology (Shanghai) Company Limited ("TECH JV"), a Chinese-Foreign joint venture company organized and existing under the PRC Law, and its business scope is to design and develop software, multi-media and network system, related applications and relevant information services, design and produce Internet advertisements, launch Internet advertisements through www.51job.com, and provide career services and human resources (HR) services (operated with licenses, if required); (2) Shanghai Qianjin Culture Communication Company Limited ("ADCO"), a limited liability company organized and existing under the PRC Law, and its business scope is to design and produce all kinds of advertisements, and represent as agency for domestic advertisement (operated with licenses); (3) Party A owns 1% of the total issued and outstanding shares of Tech JV, and 20% of the total issued and outstanding shares of AdCo; and (4) Party A desires to sell to Party B and/or a company or person designated by Party B and Party B and/or a company or person designated by Party B desires to purchase from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo subject to the PRC laws. NOW THERFORE, upon friendly consultations and based on a principle of equality and mutual benefits, Party A and Party B hereof agree as follows: 1

ARTICLE I DEFINITIONS 1.1 Unless otherwise defined hereof, the following terms shall have the following meanings:
"APPROVAL" any approval, consent, license, permit obtained from and/or

Call Option Agreement This Call Option Agreement (the "AGREEMENT") is made and entered into as of August 1, 2002 by and between: (1) BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED, a limited liability company organized and existing under the PRC Law, with its registered office at the premises of the Government of Yujiawu Hui Nationality Township, Tongzhou District, Beijing, PRC (the "PARTY A"); and (2) 51NET.COM INC., a company organized and existing under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (the "PARTY B"). WHEREAS: (1) Qianjin Network Information Technology (Shanghai) Company Limited ("TECH JV"), a Chinese-Foreign joint venture company organized and existing under the PRC Law, and its business scope is to design and develop software, multi-media and network system, related applications and relevant information services, design and produce Internet advertisements, launch Internet advertisements through www.51job.com, and provide career services and human resources (HR) services (operated with licenses, if required); (2) Shanghai Qianjin Culture Communication Company Limited ("ADCO"), a limited liability company organized and existing under the PRC Law, and its business scope is to design and produce all kinds of advertisements, and represent as agency for domestic advertisement (operated with licenses); (3) Party A owns 1% of the total issued and outstanding shares of Tech JV, and 20% of the total issued and outstanding shares of AdCo; and (4) Party A desires to sell to Party B and/or a company or person designated by Party B and Party B and/or a company or person designated by Party B desires to purchase from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo subject to the PRC laws. NOW THERFORE, upon friendly consultations and based on a principle of equality and mutual benefits, Party A and Party B hereof agree as follows: 1

ARTICLE I DEFINITIONS 1.1 Unless otherwise defined hereof, the following terms shall have the following meanings:
"APPROVAL" any approval, consent, license, permit obtained from and/or issued by any PRC administrative authority in accordance with the PRC Law, including without limitations the approval of government authority of foreign trade and economy regarding the establishment of foreign investment enterprises ("FIE") and any change accordingly;

"OPTION"

the right of Party B and/or the company or person designated by Party B to acquire from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo in accordance with the terms and conditions of this Agreement; the Peoples' Republic of China, for purposes of this Agreement, excluding Hong Kong, Macao and Taiwan; all the laws, regulations and decisions made and promulgated by any PRC legislature, and all the administrative

"PRC"

"PRC LAW"

ARTICLE I DEFINITIONS 1.1 Unless otherwise defined hereof, the following terms shall have the following meanings:
"APPROVAL" any approval, consent, license, permit obtained from and/or issued by any PRC administrative authority in accordance with the PRC Law, including without limitations the approval of government authority of foreign trade and economy regarding the establishment of foreign investment enterprises ("FIE") and any change accordingly;

"OPTION"

the right of Party B and/or the company or person designated by Party B to acquire from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo in accordance with the terms and conditions of this Agreement; the Peoples' Republic of China, for purposes of this Agreement, excluding Hong Kong, Macao and Taiwan; all the laws, regulations and decisions made and promulgated by any PRC legislature, and all the administrative regulations, rules and measures and other official documents legally binding (on the parties hereto); any legal registration with relevant PRC authorities upon the application in accordance with the PRC Law, including without limitations the registration with relevant administration for industry and commerce for the establishment and change of the FIEs; the equity interests which investor holds by contributing to the registered capital of the company or purchasing or otherwise lawfully acquiring the capital contribution from the original investor of the company. The percentage of the equity shares held by a shareholder in the company shall be equal to his or her proportionate contribution to the registered capital of the company.

"PRC"

"PRC LAW"

"REGISTRATION"

"SHARES"

ARTICLE II OPTION 2.1 Party A hereby irrevocably grants Party B the Option, after which Party B shall have the right to purchase from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo held by Party A. 2.2 Subject to the PRC Law, Party B and/or a company or person designated by 2

Party B shall have the right to exercise the Option under the terms and conditions of this Agreement at any time during the term of this Agreement to acquire from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo. 2.3 Upon the request of Party B and/or a company or person designated by Party B to exercise the Option, Party A is obligated to transfer the Shares to Party B and/or the company or person designated by Party B. ARTICLE III PRICE 3.1 Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A in the total amount of RMB1.2 Million as a consideration.

Party B shall have the right to exercise the Option under the terms and conditions of this Agreement at any time during the term of this Agreement to acquire from Party A 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo. 2.3 Upon the request of Party B and/or a company or person designated by Party B to exercise the Option, Party A is obligated to transfer the Shares to Party B and/or the company or person designated by Party B. ARTICLE III PRICE 3.1 Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A in the total amount of RMB1.2 Million as a consideration. 3.2 Party B and/or the company or person designated by Party B exercise all the Option, and acquire 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo from Party A. Regarding the foresaid share transfer, Tech JV and AdCo shall have gone through the formalities of approval and registration. Within five (5) days following the issuance of a new Approval Certificate and a Business License for Enterprise Legal Person from the approval and registration authorities (or the issuance of relevant approval and registration certificates by the authority in charge of the exercise of the Option), Party B shall deliver the full payment as stipulated in Article 3.1 hereof in a lump sum. ARTICLE IV EXERCISE OF OPTION 4.1 Party A and Party B hereof agree that no entity or person other than Party B and/or the company or person designated by Party B shall have the right to exercise the Option. 4.2 Party B and/or the company or person designated by Party B shall have the right to exercise the Option by the means as permitted by law at any time after this Agreement becomes effective. 4.3 Subject to the PRC Law, Party B and/or the company or person designated by Party B shall be entitled to exercise the Option in whole or in part, and on one or more occasions pursuant to this Agreement. 4.4 When Party B and/or the company or person designated by Party B decides to 3

exercise the Option, it shall issue to Party A an OPTION NOTICE (which form is attached as Appendix 2). Once the Option Notice is issued, Party A shall transfer to Party B and/or the company or person designated by Party B the Shares as stipulated on the Option Notice pursuant to this Agreement and the Option Notice. 4.5 Party A shall, within 60 days following the issuance of the Option Notice, assist Party B and/or the company or person designated by Party B to assist Party B and/or the company or person designated by Party B in completing all the Approval and the Registration procedures necessary for the transfer of the Shares from Party A to Party B and/or the company or person designated by Party B. ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Party A hereof represents and warrants to Party B and/or the company or person designated by Party B that as at the date of this Agreement and at the time when Party B and/or the company or person designated by Party B exercises the Option in accordance with this Agreement: 5.1.1 Party A is a limited liability company organized and existing under the PRC Law; 5.1.2 Party A has gone through all necessary corporate procedures and has obtained all necessary authorizations and consents for the execution and performance of this Agreement; 5.1.3 Party A has paid up all its proportionate capital contribution in Tech JV and AdCo and Party A owns 1%

exercise the Option, it shall issue to Party A an OPTION NOTICE (which form is attached as Appendix 2). Once the Option Notice is issued, Party A shall transfer to Party B and/or the company or person designated by Party B the Shares as stipulated on the Option Notice pursuant to this Agreement and the Option Notice. 4.5 Party A shall, within 60 days following the issuance of the Option Notice, assist Party B and/or the company or person designated by Party B to assist Party B and/or the company or person designated by Party B in completing all the Approval and the Registration procedures necessary for the transfer of the Shares from Party A to Party B and/or the company or person designated by Party B. ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Party A hereof represents and warrants to Party B and/or the company or person designated by Party B that as at the date of this Agreement and at the time when Party B and/or the company or person designated by Party B exercises the Option in accordance with this Agreement: 5.1.1 Party A is a limited liability company organized and existing under the PRC Law; 5.1.2 Party A has gone through all necessary corporate procedures and has obtained all necessary authorizations and consents for the execution and performance of this Agreement; 5.1.3 Party A has paid up all its proportionate capital contribution in Tech JV and AdCo and Party A owns 1% of the total issued and outstanding equity interest in Tech JV and 20% of the total issued and outstanding equity interest in AdCo, and Party B has no obligation to contribute any contributions to Tech JV or AdCo after Party B acquires the Shares; 5.1.4 Party A represents and warrants that, the Shares it owns in Tech JV and AdCo are free from any option, pledge, or any other security interests or encumbrance with the same legal effect, or any undertakings or obligations of the foresaid encumbrance, and no option, pledge, or any other security interests or encumbrance with the same legal effect, or any undertakings or obligations of the foresaid encumbrance may be set on such Shares Party B's written consent; and without Party B's written consent, Party A shall not transfer any of the Shares it owns in Tech JV or AdCo to any third party; 4

51.5 the execution and performance of this Agreement will not cause Party A to violate any of its obligations in any legal binding documents that Party A is a party, or constitutes a violation of the PRC Law and/or any injunction or order or decree of any court, arbitration tribunal or administrative agency; and 5.1.6 no litigation, arbitration, governmental investigation, penalty or other similar material events is pending upon or is threatened to be initiated against Party A, which has or would have an adverse effect upon the matters stipulated hereof. 5.2 Party B hereof represents and warrants to Party A that as at the date of this Agreement: 5.2.1 Party B is a limited liability company organized and existing under the laws of the British Virgin Islands; and 5.2.2 the execution and performance of this Agreement will not cause Party B to violate any of its obligations in any legal binding documents that Party B is a party, or constitutes a violation of any injunction or order or decree of any court, arbitration tribunal or administrative agency. ARTICLE VI INDEMNITY 6.1 If Party B hereto discovers, after the Shares have been transferred to Party B and/or the company or person designated by Party B in accordance with this Agreement, that any of the representations and warranties made by Party A under this Agreement is false or inaccurate, then Party B has the right to request Party A to correct or cure the false or inaccurate circumstance so that the non-conforming circumstance is consistent with the applicable representations and warranties hereof. In the event that Party A is unable to correct or cure such non-

51.5 the execution and performance of this Agreement will not cause Party A to violate any of its obligations in any legal binding documents that Party A is a party, or constitutes a violation of the PRC Law and/or any injunction or order or decree of any court, arbitration tribunal or administrative agency; and 5.1.6 no litigation, arbitration, governmental investigation, penalty or other similar material events is pending upon or is threatened to be initiated against Party A, which has or would have an adverse effect upon the matters stipulated hereof. 5.2 Party B hereof represents and warrants to Party A that as at the date of this Agreement: 5.2.1 Party B is a limited liability company organized and existing under the laws of the British Virgin Islands; and 5.2.2 the execution and performance of this Agreement will not cause Party B to violate any of its obligations in any legal binding documents that Party B is a party, or constitutes a violation of any injunction or order or decree of any court, arbitration tribunal or administrative agency. ARTICLE VI INDEMNITY 6.1 If Party B hereto discovers, after the Shares have been transferred to Party B and/or the company or person designated by Party B in accordance with this Agreement, that any of the representations and warranties made by Party A under this Agreement is false or inaccurate, then Party B has the right to request Party A to correct or cure the false or inaccurate circumstance so that the non-conforming circumstance is consistent with the applicable representations and warranties hereof. In the event that Party A is unable to correct or cure such nonconforming circumstance by then, Party B shall have the right to cure the foresaid situation and any costs and expenses incurred shall be borne by Party A, and Party A shall also be liable for any and all losses and costs that Party B and/or the company or person designated by Party B has suffered in connection with or arising from the aforementioned false or inaccurate representation and/or warranties made by Party A. 6.2 If any party hereto defaults or violates any of its obligations hereof, the defaulting party shall compensate the non-defaulting party for any loss incurred or suffered by the non-defaulting party in connection with or arising from the aforementioned defaults or violations. 5

ARTICLE VII CONFIDENTIALITY 7.1 Unless otherwise stipulated hereof, Party A and Party B shall use their best endeavors to keep the following information in confidential, (1) any business information in connection with the other party which was obtained from the execution and performance of this Agreement, (2) any contents hereof and (3) matters in connection with any potential cooperation the parties may have. Any Party hereof shall limit its employees, agents and others to obtain the foresaid information only when it is necessary to perform the responsibilities and obligations of this Agreement. 7.2 Parties hereof shall cause its directors, officers and other employees and the directors, officers and other employees of any of its affiliates to abide by this clause. ARTICLE VIII FORCE MAJEURE EVENT 8.1 Force Majeure Event shall refer to any uncontrollable, unforeseeable or unpreventable event of either party or both parties hereof, occurred after the date of this Agreement, which caused any party hereof unable to perform all or part of this Agreement, including without limitation explosion, fire, flood, earthquake, or other God act, and war, riots, or government act. 8.2 In the event of occurrence of Force Majeure Event, the party affected by the event shall promptly notify the other party without any delay and shall, within fifteen (15) days of the occurrence of the Force Majeure Event, provide a detailed report evidencing the same. The party affected by the Force Majeure Event shall take all appropriate means to eliminate the effect of the Force Majeure Event or minimize the loss to the other party. Both

ARTICLE VII CONFIDENTIALITY 7.1 Unless otherwise stipulated hereof, Party A and Party B shall use their best endeavors to keep the following information in confidential, (1) any business information in connection with the other party which was obtained from the execution and performance of this Agreement, (2) any contents hereof and (3) matters in connection with any potential cooperation the parties may have. Any Party hereof shall limit its employees, agents and others to obtain the foresaid information only when it is necessary to perform the responsibilities and obligations of this Agreement. 7.2 Parties hereof shall cause its directors, officers and other employees and the directors, officers and other employees of any of its affiliates to abide by this clause. ARTICLE VIII FORCE MAJEURE EVENT 8.1 Force Majeure Event shall refer to any uncontrollable, unforeseeable or unpreventable event of either party or both parties hereof, occurred after the date of this Agreement, which caused any party hereof unable to perform all or part of this Agreement, including without limitation explosion, fire, flood, earthquake, or other God act, and war, riots, or government act. 8.2 In the event of occurrence of Force Majeure Event, the party affected by the event shall promptly notify the other party without any delay and shall, within fifteen (15) days of the occurrence of the Force Majeure Event, provide a detailed report evidencing the same. The party affected by the Force Majeure Event shall take all appropriate means to eliminate the effect of the Force Majeure Event or minimize the loss to the other party. Both parties shall decide to postpone or terminate the performance of the Agreement, or waive part or all obligations and responsibilities of the affected party based on the effect of the Force Mejeure Event. ARTICLE IX GOVERNING LAW 9.1 The execution, effectiveness, interpretation and performance of this Agreement and the disputes resolution in connection with this Agreement shall be governed by the PRC Law. 6

ARTICLE X DISPUTES RESOLUTION
10.1 All disputes arising from or in connection with this Agreement shall be resolved through friendly consultation between both parties hereof. If such dispute has not been settled within thirty (30) days after the consultation, either party may submit the dispute to China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in accordance with then effective arbitration rules of CIETAC. The arbitration award shall be final and binding upon both parties hereto. CIETAC as stipulated in Article 10.1 shall decide on which party bears the arbitration costs. During the disputes, both parties hereto shall continue to perform the duties and obligations under this Agreement not the subject of the disputes. ARTICLE XI EFFECTIVENESS 11.1 This Agreement shall become effective upon the date when the respective authorized representative of Party A and Party B executes and signs on this Agreement. The term of this Agreement is ten (10) years. Upon a written agreement between both parties, this term may be extended afterwards. ARTICLE XII NOTICE 12.1 Any notice made under this Agreement shall be delivered to the other party by hand, facsimile or registered airmail. Seven (7) days of the postmark shall be deemed to be the date of the receipt if delivered by airmail, and

10.2

10.3

ARTICLE X DISPUTES RESOLUTION
10.1 All disputes arising from or in connection with this Agreement shall be resolved through friendly consultation between both parties hereof. If such dispute has not been settled within thirty (30) days after the consultation, either party may submit the dispute to China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in accordance with then effective arbitration rules of CIETAC. The arbitration award shall be final and binding upon both parties hereto. CIETAC as stipulated in Article 10.1 shall decide on which party bears the arbitration costs. During the disputes, both parties hereto shall continue to perform the duties and obligations under this Agreement not the subject of the disputes. ARTICLE XI EFFECTIVENESS 11.1 This Agreement shall become effective upon the date when the respective authorized representative of Party A and Party B executes and signs on this Agreement. The term of this Agreement is ten (10) years. Upon a written agreement between both parties, this term may be extended afterwards. ARTICLE XII NOTICE 12.1 Any notice made under this Agreement shall be delivered to the other party by hand, facsimile or registered airmail. Seven (7) days of the postmark shall be deemed to be the date of the receipt if delivered by airmail, and the date of the delivery of a notice if delivered by hand. In the event that the notice is sent by facsimile, after the notice is sent by facsimile, the original copy shall be delivered to the other party by registered airmail or by hand. ARTICLE XIII LANGUAGE, COUNTERPARTS AND MISCELLANEOUS 13.1 This Agreement may not be changed, modified or amended in any way except by a written agreement agreed and signed by both parties. In the event that any provision under this Agreement becomes ineffective, invalid or otherwise unenforceable, the effectiveness, validity and enforceability of other provisions hereunder shall not be affected or otherwise damaged, provided that both parties hereto shall immediately cease the performance of such ineffective, invalid or unenforceable provision, and correct 7

10.2

10.3

13.2

such provision, to the extend that such correction is the most close to the original intent of such provision, until such provision becomes effective, valid and enforceable. 13.3 This Agreement shall be written in two (2) counterparts in Chinese, one (1) for Party A and one (1) for Party B. Party A and Party B shall cause their respective authorized representative to execute and sign on this Agreement as of the day and year first above written.

13.4

PARTY A BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED By:__________________________ Name: Feng Lei PARTY B

such provision, to the extend that such correction is the most close to the original intent of such provision, until such provision becomes effective, valid and enforceable. 13.3 This Agreement shall be written in two (2) counterparts in Chinese, one (1) for Party A and one (1) for Party B. Party A and Party B shall cause their respective authorized representative to execute and sign on this Agreement as of the day and year first above written.

13.4

PARTY A BEIJING QIAN CHENG SI JIN ADVERTISING COMPANY LIMITED By:__________________________ Name: Feng Lei PARTY B 51NET.COM INC. By:______________________ Name: Rick Yan 8

APPENDIX I CONFIRMATION LETTER To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B") Whereas, Party A and Party B has executed and signed on the Call Option Agreement, in which Party A grants to Party B and/or the company or person designated by Party B the option to acquire 20% equity interest in Shanghai Qianjin Culture Communication Communication Company Limited ("AdCo") owned by Party A ("Option"), and we, Qianjin Network Information Technology (Shanghai) Company Limited as a shareholder holding 80% equity interests in AdCo hereof confirm the following: 1. we agree that Party A grants to Party B and/or the company or person designated by Party B the option to acquire 20% equity interests in AdCo; 2. in the event that Party B exercises or designates other company or person rather than us to exercise the Option, we hereby waive the first right of refusal; 3. if, when Party B exercises the Option, the PRC Law requires Party B to hold at least 25% equity interests in AdCo, then we hereof agree transfer part of the equity interests we owned in AdCo to satisfy such requirement; 4. we hereof undertakes that, in order to adjust the equity ratio of all shareholders in AdCo, we will sign share transfer agreements and other documents with Party B and/or other company or person designated by Party B who exercise the Option; 5. we will use our best efforts to cause AdCo to obtain any approval from the relevant PRC authorities regarding the share transfer, and complete the registration in change at the administration for industry and commerce; and 6. after the execution of the Option Agreement, we will not, without Party B's written consent, (i) transfer the Shares to any third party or impose any pledge on the Shares, or otherwise dispose the Shares; (ii) conduct any acts or nonfeasance which may cause any loss to the Option and/or any decrease in value of the equity interests held by Party A; (iii) establish or otherwise cooperate with others as a dormant partner or in a different name to establish a company conducting same or similar business with the business of AdCo. Shareholder: Qianjin Network Information Technology (Shanghai) Company Limited Date:

APPENDIX I CONFIRMATION LETTER To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B") Whereas, Party A and Party B has executed and signed on the Call Option Agreement, in which Party A grants to Party B and/or the company or person designated by Party B the option to acquire 20% equity interest in Shanghai Qianjin Culture Communication Communication Company Limited ("AdCo") owned by Party A ("Option"), and we, Qianjin Network Information Technology (Shanghai) Company Limited as a shareholder holding 80% equity interests in AdCo hereof confirm the following: 1. we agree that Party A grants to Party B and/or the company or person designated by Party B the option to acquire 20% equity interests in AdCo; 2. in the event that Party B exercises or designates other company or person rather than us to exercise the Option, we hereby waive the first right of refusal; 3. if, when Party B exercises the Option, the PRC Law requires Party B to hold at least 25% equity interests in AdCo, then we hereof agree transfer part of the equity interests we owned in AdCo to satisfy such requirement; 4. we hereof undertakes that, in order to adjust the equity ratio of all shareholders in AdCo, we will sign share transfer agreements and other documents with Party B and/or other company or person designated by Party B who exercise the Option; 5. we will use our best efforts to cause AdCo to obtain any approval from the relevant PRC authorities regarding the share transfer, and complete the registration in change at the administration for industry and commerce; and 6. after the execution of the Option Agreement, we will not, without Party B's written consent, (i) transfer the Shares to any third party or impose any pledge on the Shares, or otherwise dispose the Shares; (ii) conduct any acts or nonfeasance which may cause any loss to the Option and/or any decrease in value of the equity interests held by Party A; (iii) establish or otherwise cooperate with others as a dormant partner or in a different name to establish a company conducting same or similar business with the business of AdCo. Shareholder: Qianjin Network Information Technology (Shanghai) Company Limited Date: 9

APPENDIX II OPTION NOTICE To: Beijing Qian Cheng Si Jin Advertising Company Limited To Whom It May Concern: In accordance with the Call Option Agreement entered into by and between Beijing Qian Cheng Si Jin Advertising Company Limited and us, 51net.com Inc., we hereof inform that we decide to exercise / designate [ ] to exercise [all] or [(__)% of] the Option. 51net.com Inc. By: ________________________ Authorized representative: Title: Date: 10

APPENDIX II OPTION NOTICE To: Beijing Qian Cheng Si Jin Advertising Company Limited To Whom It May Concern: In accordance with the Call Option Agreement entered into by and between Beijing Qian Cheng Si Jin Advertising Company Limited and us, 51net.com Inc., we hereof inform that we decide to exercise / designate [ ] to exercise [all] or [(__)% of] the Option. 51net.com Inc. By: ________________________ Authorized representative: Title: Date: 10

AMENDMENT TO CALL OPTION AGREEMENT Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and entered into the Call Option Agreement ("Option Agreement") on August 1, 2002 and the Supplement to Call Option Agreement ("Supplemental Agreement") on May 3, 2004. Party A and Party B hereto agree to enter this agreement as an amendment to the Option Agreement and the Supplemental Agreement ("Amendment Agreement") as of May 3, 2004, as follows: 1. Article 3.1 of the Option Agreement provided that "Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A in the total amount of RMB1.2 Million as consideration" The Parties hereby agree that the above provision should be amended as: "Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A an aggregate amount of RMB1.2 Million as consideration. If Party B and/or its designated company or individual fails to obtain the approval to acquire the foresaid shares at such price under the then applicable PRC laws, the Parties agree that Party B and/or its designated company or individual will purchase the foresaid shares at the lowest price to the extent permitted by the then applicable PRC laws." 2. Other provisions under the Option Agreement and the Supplemental Agreement shall remain effective. 3. This Amendment Agreement is a part of the Option Agreement and the Supplemental Agreement and shall have the same legal effect. 4. This Amendment Agreement becomes effective upon the day of execution by the respective authorized representative of Party A and Party B. Party A: Beijing Qian Cheng Si Jin Advertising Company Limited By: ______________________________ Name: Title:

AMENDMENT TO CALL OPTION AGREEMENT Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and entered into the Call Option Agreement ("Option Agreement") on August 1, 2002 and the Supplement to Call Option Agreement ("Supplemental Agreement") on May 3, 2004. Party A and Party B hereto agree to enter this agreement as an amendment to the Option Agreement and the Supplemental Agreement ("Amendment Agreement") as of May 3, 2004, as follows: 1. Article 3.1 of the Option Agreement provided that "Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A in the total amount of RMB1.2 Million as consideration" The Parties hereby agree that the above provision should be amended as: "Party A and Party B hereof agree that, for the Option granted by Party A and for the 1% of the total issued and outstanding shares of Tech JV and 20% of the total issued and outstanding shares of AdCo acquired from Party A, Party B will pay Party A an aggregate amount of RMB1.2 Million as consideration. If Party B and/or its designated company or individual fails to obtain the approval to acquire the foresaid shares at such price under the then applicable PRC laws, the Parties agree that Party B and/or its designated company or individual will purchase the foresaid shares at the lowest price to the extent permitted by the then applicable PRC laws." 2. Other provisions under the Option Agreement and the Supplemental Agreement shall remain effective. 3. This Amendment Agreement is a part of the Option Agreement and the Supplemental Agreement and shall have the same legal effect. 4. This Amendment Agreement becomes effective upon the day of execution by the respective authorized representative of Party A and Party B. Party A: Beijing Qian Cheng Si Jin Advertising Company Limited By: ______________________________ Name: Title: Party B: 51net.com Inc. By: ______________________________ Name: Title:

SUPPLEMENT TO CALL OPTION AGREEMENT Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and entered into the Call Option Agreement ("Option Agreement") on August 1, 2002. Party A and Party B hereto agree to enter this agreement as a supplement to the Option Agreement ("Supplemental Agreement") as follows: 1. Party A agrees to grant Party B and/or the company or individual designated by Party B the option to purchase all the equity interest held by Party A in the following companies: (i) 30% equity interest in Wuhan Mei Hao Qian Cheng Advertising Company Limited, (ii) 10% equity interest in each of the following companies: Dalian Mei Hao Qian Cheng Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited,

SUPPLEMENT TO CALL OPTION AGREEMENT Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") and 51net.com Inc. ("Party B") made and entered into the Call Option Agreement ("Option Agreement") on August 1, 2002. Party A and Party B hereto agree to enter this agreement as a supplement to the Option Agreement ("Supplemental Agreement") as follows: 1. Party A agrees to grant Party B and/or the company or individual designated by Party B the option to purchase all the equity interest held by Party A in the following companies: (i) 30% equity interest in Wuhan Mei Hao Qian Cheng Advertising Company Limited, (ii) 10% equity interest in each of the following companies: Dalian Mei Hao Qian Cheng Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited, Chongqing Qian Cheng Wu You Advertising Company Limited, Kunming Mei Hao Qian Cheng Advertising Company Limited, Shanghai Cheng An Human Resources Company Limited, Shanghai Wang Cai Trading Company Limited, and Hefei Wu You Culture Communication Company Limited, (iii) all equity interest to be held by Party A in any entities which Party A may establish in the future. 2. Party A and Party B hereto agree that the price to be paid by Party B and/or the company or individual designated by Party B in consideration of the equity interest set forth in clause 1 above shall be the lowest price permitted under the laws. 3. All the provisions under the Option Agreement shall apply to all matters hereunder, unless otherwise provided herein. 4. Shanghai Qianjin Culture Communication Company Limited, another shareholder of the companies listed in (1) and (2) in Clause 1 above, has agreed to the grant of option to Party B by Party A in accordance with the Option Agreement and this Supplemental Agreement. The confirmation issued by Shanghai Qianjin Culture Communication Communication Company Limited is attached hereto as Appendix A. 5. This Supplementary Agreement is a part of the Option Agreement and shall have the same legal effect. 6. This Supplementary Agreement becomes effective upon the day of execution by the respective authorized representative of Party A and Party B. Party A: Beijing Qian Cheng Si Jin Advertising Company Limited By: ______________________________ Name: Party B: 51net.com Inc. By: ______________________________ Name:

APPENDIX A CONFIRMATION To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B") Whereas, Party A and Party B entered into the Call Option Agreement on August 1, 2002, and the Supplemental Agreement on May 3, 2004 (hereinafter referred to collectively as the "Agreement"), whereby Party A grants Party B and/or the company or individual designated by Party B the option to purchase all the equity interest held by Party A in the following companies: (i) 30% equity interest in Wuhan Mei Hao Qian Cheng Advertising Company Limited, (ii) 10% equity interest in each of the following companies: Dalian Mei Hao Qian Cheng Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited, Chongqing Qian Cheng Wu You Advertising Company Limited, Kunming Mei Hao Qian Cheng Advertising Company Limited, Shanghai Cheng An Recruitment Services Company Limited, Shanghai Wang Cai Trading Company Limited, and Hefei

APPENDIX A CONFIRMATION To: Beijing Qian Cheng Si Jin Advertising Company Limited ("Party A") 51net.com Inc. ("Party B") Whereas, Party A and Party B entered into the Call Option Agreement on August 1, 2002, and the Supplemental Agreement on May 3, 2004 (hereinafter referred to collectively as the "Agreement"), whereby Party A grants Party B and/or the company or individual designated by Party B the option to purchase all the equity interest held by Party A in the following companies: (i) 30% equity interest in Wuhan Mei Hao Qian Cheng Advertising Company Limited, (ii) 10% equity interest in each of the following companies: Dalian Mei Hao Qian Cheng Advertising Company Limited, Hangzhou Mei Jin Advertising Company Limited, Chongqing Qian Cheng Wu You Advertising Company Limited, Kunming Mei Hao Qian Cheng Advertising Company Limited, Shanghai Cheng An Recruitment Services Company Limited, Shanghai Wang Cai Trading Company Limited, and Hefei Wu You Culture Communication Company Limited, and (iii) all equity interest to be held by Party A in any entities which Party A may establish in the future. NOW, THEREFORE, as the shareholder of the foresaid companies ("Subsidiaries") listed in Items (1) and (2) above, we, Shanghai Qianjin Culture Communication Company Limited hereof confirm the following: 1. we agree to the grant of the foresaid option by Party A to Party B and/or the company or individual designated by Party B; 2. in the event that Party B exercises or designates other company or individual other than us to exercise the option, we hereby waive the first right of refusal to purchase such equity interest; 3. we hereby undertake that, in order to adjust the equity ratio of the shareholders in such Subsidiaries, we will enter into share transfer agreements and other documents with Party B and/or other company or individual designated by Party B who exercise the option; 4. we will use our best efforts to cause such Subsidiaries to obtain the approval of relevant PRC authorities regarding the share transfer, and complete the registration procedures for any change with the administration for industry and commerce; and 5. we will not, without Party B's written consent, (i) transfer the equity interest to any third party or create any pledge on the equity interest, or otherwise dispose of the equity interest; (ii) conduct any acts or omissions which may hamper the option and/or decrease the value of the equity interest held by Party A. Shareholder: Shanghai Qian Jin Culture Communication Company Limited By: ______________________________ Date: May 3, 2004 2

EXHIBIT 10.14 EQUITY INTEREST TRANSFER AGREEMENT This Equity Interest Transfer Agreement ("AGREEMENT") is made and entered into as of April 5, 2004 by and between: 51NET.COM, INC. ("TRANSFEROR"), a company organized under the laws of the British Virgin Islands, with its registered office at c/o P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands, and its legal representative as ZHEN Rong Hui; WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED ("TRANSFEREE"), a company organized under the laws of the People's Republic of China, with its registered office at Room 4202 World Trade Building, 344 Jie Fang Avenue, Jianghan District, Wuhan, and its legal representative as FENG Lei, and a part of equity interests of the Transferee controlled, indirectly, by Qian Jin Network Information Technology (Shanghai) Company Limited.

EXHIBIT 10.14 EQUITY INTEREST TRANSFER AGREEMENT This Equity Interest Transfer Agreement ("AGREEMENT") is made and entered into as of April 5, 2004 by and between: 51NET.COM, INC. ("TRANSFEROR"), a company organized under the laws of the British Virgin Islands, with its registered office at c/o P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands, and its legal representative as ZHEN Rong Hui; WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED ("TRANSFEREE"), a company organized under the laws of the People's Republic of China, with its registered office at Room 4202 World Trade Building, 344 Jie Fang Avenue, Jianghan District, Wuhan, and its legal representative as FENG Lei, and a part of equity interests of the Transferee controlled, indirectly, by Qian Jin Network Information Technology (Shanghai) Company Limited. WHEREAS: 1. Qian Jin Network Information Technology (Shanghai) Company Limited ("COMPANY"), a Chinese-Foreign joint venture company organized under the laws of the People's Republic of China by the Transferor and Beijing Qian Cheng Si Jin Advertising Company Limited ("QIAN CHENG SI JIN"), of which the registered capital is US$5,000,000.00, with its registered office at Suite 2307 Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China, with its business license number of Qihehupuzongfuji No.314997 (Pudong), with its legal representative of ZHEN Ronghui, and the Transferor and Qian Cheng Si Jin owns 99% and 1% equity interests of the Company, respectively; 2. Transferor agrees to transfer to the Transferee, and the Transferee agrees to accept 48% equity interests of the Company owned by the Transferor; 3. Qian Cheng Si Jin has waived its first right of refusal for the aforesaid 48% equity interests of the Company, and agrees that the Transferee may purchase the aforesaid equity interests as set out in the Consent Letter provided in Appendix I; 4. After the Transferee obtains the aforesaid equity interests from the Transferor, upon the approval of relevant approval authorities and the terms, conditions, and of the transaction comply with the requirements of the Transferor, then subject to the laws of the PRC the Transferor has the right to redeem the aforesaid equity interests obtained by the Transferee in accordance with this Agreement, and the Transferee shall warrant to the Transferor that it will transfer the aforesaid equity interests to the Transferor by then.

NOW THERFORE, in accordance with the relevant PRC laws and regulations, through friendly consultations, and based on a principle of mutual benefits, the parties hereof agree as follows: ARTICLE I DEFINITION 1.1 Unless otherwise defined above or below, the following terms shall have the following meanings: "SHARE" or "EQUITY INTEREST" means the equity interest which investor holds by contributing to the registered capital of the company or purchasing or otherwise lawfully acquiring the capital contribution of the original investor of the company. The percentage of the equity shares held by a shareholder in the Company shall be equal to his or her proportionate contribution to the registered capital of the company; "REDEMPTION" means, after the Transferor transfers the 48% equity interests of the Company in accordance with this Agreement, Transferor and/or its designee redeems the aforesaid equity interests transferred to Transferee in accordance with this Agreement, upon the approval of the relevant approval authorities and subject to PRC laws;

NOW THERFORE, in accordance with the relevant PRC laws and regulations, through friendly consultations, and based on a principle of mutual benefits, the parties hereof agree as follows: ARTICLE I DEFINITION 1.1 Unless otherwise defined above or below, the following terms shall have the following meanings: "SHARE" or "EQUITY INTEREST" means the equity interest which investor holds by contributing to the registered capital of the company or purchasing or otherwise lawfully acquiring the capital contribution of the original investor of the company. The percentage of the equity shares held by a shareholder in the Company shall be equal to his or her proportionate contribution to the registered capital of the company; "REDEMPTION" means, after the Transferor transfers the 48% equity interests of the Company in accordance with this Agreement, Transferor and/or its designee redeems the aforesaid equity interests transferred to Transferee in accordance with this Agreement, upon the approval of the relevant approval authorities and subject to PRC laws; "PRC LAWS" means all the laws, regulations and decisions made and promulgated by any PRC legislature, and all the administrative regulations, rules and measures and other binding official documents; "APPROVAL" means any approval, consent, license, permit obtained from and/or issued by any PRC administrative authority in accordance with the PRC Law, including but not limited to the approval of the administration for commerce regarding the establishment of foreign invested enterprises ("FIE") and any changes thereof; "REGISTRATION" means any application in accordance with PRC Law for legal registration with relevant PRC authorities, including but not limited to the registration with a relevant administration for industry and commerce for the establishment and change of the FIEs; "PRC" means the People's Republic of China; "US DOLLAR" or "US$" or "USD" means the legal currency of the United States; "RENMINBI" or "RMB" means the legal currency of the People's Republic of China; "PARTY" means any party of this Agreement and "PARTIES" mean the Transferor and 2

the Transferee collectively. 1.2 Unless otherwise defined, references to articles, clauses, and Appendix are to the articles, clauses of and appendix to, this Agreement. 1.3 Headings are for ease of reference only and shall not affect the interpretation of this Agreement. ARTICLE II SHARE TRANSFER 2.1 Transferor hereof agrees to transfer 48% equity interests of the Company and the relevant rights and benefits attached to the Shares to the Transferee in accordance with the terms and conditions hereof, and the Transferee agrees to accept such Shares. After the completion of the Share transfer, the Transferor will hold 51% equity interests of the Company and Qian Cheng Si Jin will hold 1% equity interest of the Company. ARTICLE III TRANSFER PRICE AND REGISTERED CAPITAL 3.1 Parties hereof agree that, for the 48% equity interests transferred to the Transferee, Transferee shall pay Transferor RMB1,000,000.00. After the completion of the transfer, the registered capital of the company will

the Transferee collectively. 1.2 Unless otherwise defined, references to articles, clauses, and Appendix are to the articles, clauses of and appendix to, this Agreement. 1.3 Headings are for ease of reference only and shall not affect the interpretation of this Agreement. ARTICLE II SHARE TRANSFER 2.1 Transferor hereof agrees to transfer 48% equity interests of the Company and the relevant rights and benefits attached to the Shares to the Transferee in accordance with the terms and conditions hereof, and the Transferee agrees to accept such Shares. After the completion of the Share transfer, the Transferor will hold 51% equity interests of the Company and Qian Cheng Si Jin will hold 1% equity interest of the Company. ARTICLE III TRANSFER PRICE AND REGISTERED CAPITAL 3.1 Parties hereof agree that, for the 48% equity interests transferred to the Transferee, Transferee shall pay Transferor RMB1,000,000.00. After the completion of the transfer, the registered capital of the company will remain the same. ARTICLE IV COMPLETION AND PAYMENT 4.1 Parties hereof agree that, upon the date when all the conditions as provided hereunder are fulfilled, the Transferee will hold the 48% equity interests originally owned by the Transferor, after which the Transferor holds 51% equity interests, and the Transferee holds 48% equity interests of the Company, and the Parties shall enjoy the respective rights and bear respective responsibilities in accordance with their proportionate equity interest ratio: (a) Approval regarding this Agreement having been issued by the relevant approval authority; (b) relevant industry and commerce administration registration procedures regarding the Share transfer as provided hereof having been completed. 4.2 Transferee agrees that it will submit the entire transfer price as provided in Article 3.1 within three (3) months upon the execution of this Agreement. 3

ARTICLE V REDEMPTION OBLIGATION UPON COMPLETION 5.1 Parties hereof agree that, after the Transferee obtains 48% equity interests of the Company from the Transferor in accordance with this Agreement, subject to PRC Law and upon the Approval of the relevant authority, Transferor and/or its designee shall, at any time within the effective term of this Agreement, redeem the 48% equity interests from the Transferee in a lump sum or in installments in accordance with this Agreement and other agreements entered into by the Parties, in the event that Transferor is satisfied with the terms and conditions of the transaction. Transferee warrants to agree to transfer the Share to the Transferor and/or its designee. 5.2 Upon the redemption described above by the Transferor and/or its designee, the Transferor and/or its designee shall issue a written notice for the Share Redemption. Upon the issuance of the notice, Transferee shall transfer the Shares as set out in the notice to the Transferor and/or its designee in accordance with this Agreement, the notice and other agreements entered into by the Parties. 5.3 Transferee shall, within 60 days of the issuance of the written Redemption notice of the Transferor and/or its designee, assist the Transferor and/or its designee to complete all necessary Approval and Registration procedures for the Redemption of Shares that are held by the Transferee. ARTICLE VI REPRESENTATIONS AND WARRANTIES

ARTICLE V REDEMPTION OBLIGATION UPON COMPLETION 5.1 Parties hereof agree that, after the Transferee obtains 48% equity interests of the Company from the Transferor in accordance with this Agreement, subject to PRC Law and upon the Approval of the relevant authority, Transferor and/or its designee shall, at any time within the effective term of this Agreement, redeem the 48% equity interests from the Transferee in a lump sum or in installments in accordance with this Agreement and other agreements entered into by the Parties, in the event that Transferor is satisfied with the terms and conditions of the transaction. Transferee warrants to agree to transfer the Share to the Transferor and/or its designee. 5.2 Upon the redemption described above by the Transferor and/or its designee, the Transferor and/or its designee shall issue a written notice for the Share Redemption. Upon the issuance of the notice, Transferee shall transfer the Shares as set out in the notice to the Transferor and/or its designee in accordance with this Agreement, the notice and other agreements entered into by the Parties. 5.3 Transferee shall, within 60 days of the issuance of the written Redemption notice of the Transferor and/or its designee, assist the Transferor and/or its designee to complete all necessary Approval and Registration procedures for the Redemption of Shares that are held by the Transferee. ARTICLE VI REPRESENTATIONS AND WARRANTIES 6.1 Transferor hereof undertakes and warrants that: (a) it is a company duly organized and validly existing under the laws of the British Virgin Islands; (b) at the time of the execution of this Agreement, it owns 99% equity interests of the Company, and it has full right, power and authorization to execute and perform this Agreement; (c) at the time of the execution of this Agreement, the equity interests it owns in the Company are free from any mortgage, pledge, or any other security interests or encumbrance in other forms, or any undertakings of similar third party interests; (d) after its authorized representative executes this Agreement, the provisions hereof shall constitute the legal, effective and enforceable 4

obligations upon the Transferor; (e) neither the execution of this Agreement, nor the performance of the obligations under this Agreement, conflicts or violates any laws and regulations or any governmental or administrative approval, or any agreement entered into between Transferor and any third party; (f) to its knowledge, no litigation, arbitration, or governmental, administrative or other investigation, or governmental investigation is pending or is threatened to be initiated, which is related to the matters hereof, or would have an adverse effect upon the execution or the performance of this Agreement; and (g) it has disclosed all the documents related to the transaction stipulated hereof which are owned and controlled by the Transferor, and the documents it provided do not contain any false statements and representations or omissions as to the material matters. 6.2 Transferee hereof undertakes and warrants that: (a) it is a company duly organized and validly existing under the PRC laws; (b) it has full right, power and authorization to execute and perform this Agreement, and it has all the right, authorization, and approvals to fully perform each of its obligations under this Agreement;

obligations upon the Transferor; (e) neither the execution of this Agreement, nor the performance of the obligations under this Agreement, conflicts or violates any laws and regulations or any governmental or administrative approval, or any agreement entered into between Transferor and any third party; (f) to its knowledge, no litigation, arbitration, or governmental, administrative or other investigation, or governmental investigation is pending or is threatened to be initiated, which is related to the matters hereof, or would have an adverse effect upon the execution or the performance of this Agreement; and (g) it has disclosed all the documents related to the transaction stipulated hereof which are owned and controlled by the Transferor, and the documents it provided do not contain any false statements and representations or omissions as to the material matters. 6.2 Transferee hereof undertakes and warrants that: (a) it is a company duly organized and validly existing under the PRC laws; (b) it has full right, power and authorization to execute and perform this Agreement, and it has all the right, authorization, and approvals to fully perform each of its obligations under this Agreement; (c) after its authorized representative executes this Agreement, the provisions hereof shall constitute the legal, effective and enforceable obligations upon the Transferee; (d) neither the execution of this Agreement, nor the performance of the obligations under this Agreement, conflicts or violates any laws and regulations or any governmental or administrative approval, or any agreement entered into between Transferee and any third party; (e) to its knowledge, no litigation, arbitration, or governmental, administrative or other investigation, or governmental investigation is pending or is threatened to be initiated, which is related to the matters hereof, or would have an adverse effect upon the execution or the performance of this Agreement; and (f) it has disclosed all the documents related to the transaction stipulated hereof which are owned and controlled by the Transferee, and the 5

documents it provided do not contain any false statements and representations or omissions as to the material matters. ARTICLE VII LIABILITIES FOR BREACH OF CONTRACT 7.1 Occurrence of any of the following circumstances constitutes a breach to this Agreement: (a) breaching of any provisions hereof; (b) violation of any statements, warranties or undertakings made in this Agreement, or the making of any false or inaccurate representations, warranties or undertakings hereof; and (c) transfer any rights and obligations under this Agreement without the other Party's prior written consent. 7.2 Except as stipulated in Article 7.3 hereof, in the event that any Party commits any default or breach of the provisions in Article 7.1, the other Party has the right to request the breaching Party for the compensation for any losses and damages caused by such breach. 7.3 Except as stipulated in Article 7.2, if the Transferee fails to fulfill its obligations for the entire payment of the transfer price as stipulated in Article 3.1 hereof, then the Transferor shall have the right to either redeem the Share

documents it provided do not contain any false statements and representations or omissions as to the material matters. ARTICLE VII LIABILITIES FOR BREACH OF CONTRACT 7.1 Occurrence of any of the following circumstances constitutes a breach to this Agreement: (a) breaching of any provisions hereof; (b) violation of any statements, warranties or undertakings made in this Agreement, or the making of any false or inaccurate representations, warranties or undertakings hereof; and (c) transfer any rights and obligations under this Agreement without the other Party's prior written consent. 7.2 Except as stipulated in Article 7.3 hereof, in the event that any Party commits any default or breach of the provisions in Article 7.1, the other Party has the right to request the breaching Party for the compensation for any losses and damages caused by such breach. 7.3 Except as stipulated in Article 7.2, if the Transferee fails to fulfill its obligations for the entire payment of the transfer price as stipulated in Article 3.1 hereof, then the Transferor shall have the right to either redeem the Share as provided in Article 5 hereof, or terminate this Agreement without any compensation to the Transferee, which shall not affect the Transferor's rights to request compensation from the Transferee for any losses caused by the Transferee's breach. ARTICLE VIII CONFIDENTIALITY 8.1 Either Party shall be obligated to keep confidential all the commercial information in any form whatsoever in connection with the other Party obtained from the other Party for the execution and performance of this Agreement, including any content of this Agreement and other cooperation matters proposed by the Parties. Either Party may disclose the aforesaid information to its employee, agent, distributor, supplier, and advisor (including its accountant and attorneys) as necessary to perform its obligations under this Agreement. 8.2 This clause does not apply to the disclosure of the following commercial information: 6

(a) that which is available and accessible to the public at the time of disclosure; (b) that which is available and accessible to the public after disclosure for any reason other than the receiving party's fault; (c) that which the receiving party can prove was in the possession of the receiving party prior to the disclosure of such information, and not obtained directly or indirectly from the other party; or (d) that which is obligated to be disclosed to relevant government authorities, or stock exchange market in accordance with the laws, or disclosed to its immediate attorneys or financial advisors as needed in the ordinary course of business. 8.3 Parties shall cause its director, officer, and other employee and the director, officer and other employee of its subsidiary (if any) to comply with the obligations under this confidentiality clause, and shall request certain key employees to execute confidentiality agreements. ARTICLE IX FORCE MAJEURE EVENT 9.1 The Force Majeure Event refers to events uncontrollable or unforeseeable by either Party hereof, or foreseeable but unpreventable by either Party, and which occurs after the date of execution of this Agreement causing either Party to be unable to completely or partially fulfill any stipulation hereof. The Force Majeure Event

(a) that which is available and accessible to the public at the time of disclosure; (b) that which is available and accessible to the public after disclosure for any reason other than the receiving party's fault; (c) that which the receiving party can prove was in the possession of the receiving party prior to the disclosure of such information, and not obtained directly or indirectly from the other party; or (d) that which is obligated to be disclosed to relevant government authorities, or stock exchange market in accordance with the laws, or disclosed to its immediate attorneys or financial advisors as needed in the ordinary course of business. 8.3 Parties shall cause its director, officer, and other employee and the director, officer and other employee of its subsidiary (if any) to comply with the obligations under this confidentiality clause, and shall request certain key employees to execute confidentiality agreements. ARTICLE IX FORCE MAJEURE EVENT 9.1 The Force Majeure Event refers to events uncontrollable or unforeseeable by either Party hereof, or foreseeable but unpreventable by either Party, and which occurs after the date of execution of this Agreement causing either Party to be unable to completely or partially fulfill any stipulation hereof. The Force Majeure Event includes but is not limited to strike, riot, explosion, fire, earthquake, and other acts of God, war, civil disturbance, vandalism, expropriation, confiscation, governmental acts, any change in law, or failure to obtain the approval from the government authority for any reason other than the fault of either Party, and other major or sudden event. 9.2 In the event of a Force Majeure Event, the party affected by such event shall immediately notify the other party, and shall provide a detailed written report within fifteen (15) days of the occurrence of the event. The party affected by the event shall take all appropriate measures to eliminate or minimize the effect of the Force Majeure Event and minimize the loss to the over party arising thereof. Parties shall, in accordance with the effects of the event upon the performance of this Agreement, determine whether to terminate this Agreement, or postpone the performance of this Agreement, or waive in part or whole the obligations of the party affected under this Agreement. 7

ARTICLE X EFFECTIVENESS
10.1 This Agreement shall become effective after the respective authorized representative execute this Agreement and/or affix the company seals on this Agreement and upon the approval of relevant competent authorities. The term of this Agreement is ten (10) years, and it may be extended upon the agreement of the Parties in writing. ARTICLE X TERMINATION 11.1 This Agreement shall terminate upon the occurrence of any of the following

circumstances: (a) in the event that Parties reach the agreement in writing; (b) in the event that either Party ("Defaulting Party") violate any provision hereunder, and upon the receipt of a default notice from the other Party ("Non-Defaulting Party"), the violation has not been cured within the time stipulated by the notice; (c) in the event of any false or inaccurate statement and representation by either party;

ARTICLE X EFFECTIVENESS
10.1 This Agreement shall become effective after the respective authorized representative execute this Agreement and/or affix the company seals on this Agreement and upon the approval of relevant competent authorities. The term of this Agreement is ten (10) years, and it may be extended upon the agreement of the Parties in writing. ARTICLE X TERMINATION 11.1 This Agreement shall terminate upon the occurrence of any of the following

circumstances: (a) in the event that Parties reach the agreement in writing; (b) in the event that either Party ("Defaulting Party") violate any provision hereunder, and upon the receipt of a default notice from the other Party ("Non-Defaulting Party"), the violation has not been cured within the time stipulated by the notice; (c) in the event of any false or inaccurate statement and representation by either party; (d) in the event that this Agreement becomes void and null, or unenforceable, or is announced to be void and null, or enforceable, or is required to be amended by any government authority and such amendment is not acceptable to either Party; (e) in the event that the Transferee fails to pay the entire transfer price in accordance with Article 3.1 and 4.2, or in the event of any bankruptcy, liquidation, dissolution, suspension or cessation of business, or insolvency occurring to Transferee; (f) in the event that the occurrence or effect of a force majeure event
adversely affects the ability of either Party to perform this Agreement, and the Parties fail to find a reasonable solution to solve the matter within thirty (30) days of the occurrence of the force majeure event. 11.2 In the event of an occurrence stipulated in Article 11.1(a), (b), (e) or (g), any Party has the right to terminate this Agreement with a written notice to the other Party; in the event of the occurrence stipulated in the foresaid Article 8

11.1(c), or (d), then only the Non-Defaulting Party has the right to terminate this Agreement with a written notice to the other Party; and in the event of the occurrence of the foresaid Article 11.1(f), then only the Transferor has the right to terminate this Agreement with a written notice to the other Party. 11.3 The termination notice becomes effective on the fifteen (15) days after the notice is served to the noticed party as stipulated in Article 13. In the event of the termination of this Agreement for a reason as set out in this Article 11, then: (a) either Party shall return any shares or share transfer price obtained from the other Party as a result of the performance of this Agreement; the Party at fault shall compensate the other Party for any losses caused due to its fault, and in the event that both Parties are at fault, each Party shall compensate the other Party to the extent of its respective fault liability.

11.4

(b)

11.1(c), or (d), then only the Non-Defaulting Party has the right to terminate this Agreement with a written notice to the other Party; and in the event of the occurrence of the foresaid Article 11.1(f), then only the Transferor has the right to terminate this Agreement with a written notice to the other Party. 11.3 The termination notice becomes effective on the fifteen (15) days after the notice is served to the noticed party as stipulated in Article 13. In the event of the termination of this Agreement for a reason as set out in this Article 11, then: (a) either Party shall return any shares or share transfer price obtained from the other Party as a result of the performance of this Agreement; the Party at fault shall compensate the other Party for any losses caused due to its fault, and in the event that both Parties are at fault, each Party shall compensate the other Party to the extent of its respective fault liability.

11.4

(b)

11.5

The right to termination this Agreement under this Article 11 shall not adversely affect any other rights or remedies available under this Agreement to the party requesting the termination. ARTICLE XII GOVERNING LAW AND DISPUTES RESOLUTION

12.1

The execution, effectiveness, interpretation, performance, and enforceability of this Agreement, and dispute resolution in connection with this Agreement shall be governed by PRC Law. Any disputes arising from the interpretation or performance of this Agreement shall be resolved through friendly consultations between the Parties hereof. If such dispute has not been settled within sixty (60) days after commencement of friendly consultation, or within a longer period of time as agreed to by the Parties, either Party may submit the dispute to China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing for arbitration in accordance with then effective arbitration rules of CIETAC. The arbitration award shall be final and binding upon both parties hereto. During the course of any dispute or arbitration of any dispute, both parties hereto shall continue to perform the duties and obligations under this Agreement not the subject of the disputes.

12.2

9

ARTICLE XIII NOTICE
13.1 Any notice hereunder shall be delivered by hand or via facsimile or registered airmail to the following addresses and numbers, unless a Party has notified the other Party of its changed addresses and numbers. Notices sent by registered airmail shall be deemed as being effectively served on the fifth day after the date dispatched. Notices delivered by hand or sent via facsimile shall be deemed as being effectively served on the next day after the delivery or transmission. If transmitted by facsimile, the original copy of the notices shall be sent by registered airmail or delivered by hand to the other Party immediately after the transmission. TRANSFEROR: 51NET.COM INC. Address: Suite 2602, The Center, 99 Queen's Road Central, Hong Kong Attention: Rick Yan Phone Number: 852-29077880 Facsimile: 852-29077881 TRANSFEREE: WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED Attention: Mr. FENG Lei Address: c/o Zhaoshangju Building 32F, 118 Jianguo road, Chaoyang District, Beijing Postal Code: 100022 Phone Number: 8610-65669393

ARTICLE XIII NOTICE
13.1 Any notice hereunder shall be delivered by hand or via facsimile or registered airmail to the following addresses and numbers, unless a Party has notified the other Party of its changed addresses and numbers. Notices sent by registered airmail shall be deemed as being effectively served on the fifth day after the date dispatched. Notices delivered by hand or sent via facsimile shall be deemed as being effectively served on the next day after the delivery or transmission. If transmitted by facsimile, the original copy of the notices shall be sent by registered airmail or delivered by hand to the other Party immediately after the transmission. TRANSFEROR: 51NET.COM INC. Address: Suite 2602, The Center, 99 Queen's Road Central, Hong Kong Attention: Rick Yan Phone Number: 852-29077880 Facsimile: 852-29077881 TRANSFEREE: WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED Attention: Mr. FENG Lei Address: c/o Zhaoshangju Building 32F, 118 Jianguo road, Chaoyang District, Beijing Postal Code: 100022 Phone Number: 8610-65669393

Facsimile: 8610-65669199 ARTICLE XIV MISCELLANEOUS
14.1 This Agreement may not be changed, modified or amended without the written agreements between the Parties signed by the authorized representatives, after which the amendment shall become an integral part of this Agreement and shall have the same legal effect upon the approval from the original approval authority. Any tolerance or allowance granted by one Party to the other Party for any breach caused by the other Party, or any postponement in the exercise of a right or power enjoyed hereunder by one Party for the breach caused by the other Party, shall not be deemed as a waiver of such Party's rights and power and shall not prejudice, affect or otherwise restrict other rights and power enjoyable by such Party in accordance with this Agreement and relevant PRC 10

14.2

laws and regulations. Any separate or partial exercise of any rights, power or remedies enjoyed by one Party hereunder shall not prejudice such Party's further exercise of such right, power or remedy, and shall not prejudice such Party's exercise of other rights, powers or remedies. 14.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity, effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the performance of such invalid, null and unenforceable provision and shall avoid the effects of such invalidity, nullity, and unenforceability to this Agreement to the maximum extent, as in accordance with the purposes of this Agreement. This Agreement shall be transcribed in Chinese, written in five (5) counterparts, each Party shall hold one counterpart and the remaining copies shall be submitted to the approval authorities.

14.4

IN WITNESS WHEREOF, the Parties or their respective authorized representative execute and sign this Agreement as of the day and year first above written.

laws and regulations. Any separate or partial exercise of any rights, power or remedies enjoyed by one Party hereunder shall not prejudice such Party's further exercise of such right, power or remedy, and shall not prejudice such Party's exercise of other rights, powers or remedies. 14.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect or prejudice the validity, effectiveness and enforceability of other provisions hereof. However, the Parties hereto shall cease the performance of such invalid, null and unenforceable provision and shall avoid the effects of such invalidity, nullity, and unenforceability to this Agreement to the maximum extent, as in accordance with the purposes of this Agreement. This Agreement shall be transcribed in Chinese, written in five (5) counterparts, each Party shall hold one counterpart and the remaining copies shall be submitted to the approval authorities.

14.4

IN WITNESS WHEREOF, the Parties or their respective authorized representative execute and sign this Agreement as of the day and year first above written. TRANSFEROR: 51NET.COM, INC. By: _____________________________ Authorized representative: TRANSFEREE: WUHAN MEI HAO QIAN CHENG ADVERTISING COMPANY LIMITED By: _____________________________ Authorized representative: 11

APPENDIX I CONSENT LETTER To: 51net.com Inc. Wuhan Mei Hao Qian Cheng Advertising Company Limited Regarding the 48% equity interests of Qian Jin Network Information Technology (Shanghai) Company Limited owned and transferred by 51net.com Inc., we as a shareholder of the joint venture company hereof waive our first right of refusal for the aforesaid 48% equity interests, and we hereof agree for Wuhan Mei Hao Qian Cheng Advertising Company Limited to purchase such shares. Beijing Qian Cheng Si Jin Advertising Company Limited (seal)

Date: April 5, 2004 12

EXHIBIT 21.1 51net.com Inc. 51net HR 51net Beijing Wang Jin Information Technology (Shanghai) Co., Ltd.

APPENDIX I CONSENT LETTER To: 51net.com Inc. Wuhan Mei Hao Qian Cheng Advertising Company Limited Regarding the 48% equity interests of Qian Jin Network Information Technology (Shanghai) Company Limited owned and transferred by 51net.com Inc., we as a shareholder of the joint venture company hereof waive our first right of refusal for the aforesaid 48% equity interests, and we hereof agree for Wuhan Mei Hao Qian Cheng Advertising Company Limited to purchase such shares. Beijing Qian Cheng Si Jin Advertising Company Limited (seal)

Date: April 5, 2004 12

EXHIBIT 21.1 51net.com Inc. 51net HR 51net Beijing Wang Jin Information Technology (Shanghai) Co., Ltd. Qianjin Network Information Technology (Shanghai) Co., Ltd. Shanghai Qianjin Culture Communication Co., Ltd. Wuhan Mei Hao Qian Cheng Advertising Co., Ltd. Hangzhou Meijin Advertising Co., Ltd. Kunming Mei Hao Qian Cheng Advertising Co., Ltd. Dalian Mei Hao Qian Cheng Advertising Co., Ltd. Chongqing Qian Cheng Wu You Advertising Co., Ltd. Hefei Wu You Culture Communication Co., Ltd. Ningbo Qianjin Culture Communication Co., Ltd. Shanghai Wang Cai Trading Co., Ltd. Shanghai Cheng An Human Resources Co., Ltd. Beijing Qian Cheng Si Jin Advertising Co., Ltd. Beijing Run An Information Consultancy Co., Ltd. Shanghai Run An Lian Information Consultancy Co., Ltd. Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.

EXHIBIT 21.1 51net.com Inc. 51net HR 51net Beijing Wang Jin Information Technology (Shanghai) Co., Ltd. Qianjin Network Information Technology (Shanghai) Co., Ltd. Shanghai Qianjin Culture Communication Co., Ltd. Wuhan Mei Hao Qian Cheng Advertising Co., Ltd. Hangzhou Meijin Advertising Co., Ltd. Kunming Mei Hao Qian Cheng Advertising Co., Ltd. Dalian Mei Hao Qian Cheng Advertising Co., Ltd. Chongqing Qian Cheng Wu You Advertising Co., Ltd. Hefei Wu You Culture Communication Co., Ltd. Ningbo Qianjin Culture Communication Co., Ltd. Shanghai Wang Cai Trading Co., Ltd. Shanghai Cheng An Human Resources Co., Ltd. Beijing Qian Cheng Si Jin Advertising Co., Ltd. Beijing Run An Information Consultancy Co., Ltd. Shanghai Run An Lian Information Consultancy Co., Ltd. Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.

Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated May 4, 2004 relating to the financial statements of 51job, Inc., which appear in such Registration Statement. We also consent to the references to us under the headings "Experts", "Summary Consolidated Financial and Operating Data" and "Selected Consolidated Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company Shanghai, People's Republic of China July 7, 2004

Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated May 4, 2004 relating to the financial statements of 51job, Inc., which appear in such Registration Statement. We also consent to the references to us under the headings "Experts", "Summary Consolidated Financial and Operating Data" and "Selected Consolidated Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company Shanghai, People's Republic of China July 7, 2004