Shareholding Transfer Agreement (2003)Full Document 

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                         Shareholding Transfer Agreement
                                  

This Agreement is signed on the 23rd day of May 2003 by and among

Party A : IMOT Information Technology  Ltd.;

Party B : Shanghai Newray Business Development Co., Ltd.;

Regarding : Shanghai Newray Photographic Equipment Co., Ltd.

WHEREAS,  Intermost  Corporation  ("IMOT") is a company listed on the NASDAQ OTC
Bulletin Board. IMOT Information  Technology   Ltd. ("Shenzhen IMOT"),
established in Shenzhen, is a wholly-owned subsidiary of IMOT.

WHEREAS,  Shanghai  Newray  Business  Development  Co.,  Ltd.  ("Newray")  is an
enterprise  entity  incorporated  in accordance with the laws and regulations in
China. Newray was registered with the Shanghai Administrative Bureau of Industry
and Commerce  with  Business  License no. of  3101142021079  and has  registered
capital of Rmb5,000,000.  Its major businesses include  conventional and digital
image  processing  and sale of video and  photographic  equipment.  Newray has a
sales network of over 200  photo-finishing  and  photographic  equipment  retail
outlets,  as well as a  number  of  clients  in  photographic  equipment  sales.
Shanghai  Newray  Photographic  Equipment Co., Ltd.  ("SNPE") is a company 75.5%
owned by Newray.

WHEREAS,  Party B agrees to sell to IMOT Information  Technology (Shenzhen) Ltd.
or any  party  designed  by  IMOT  Information  Technology  (Shenzhen)  Ltd  51%
shareholding in SNPE.

WHEREAS,  other  shareholders  have  unconditionally  waived their  preferential
purchase right for the abovementioned 51% shareholding in SNPE.

NOW AND THEREFORE, all parties have agreed on the following:

ARTICLE 1     DEFINITIONS

In this Agreement,  words and expression  shall bear the respective  meanings as
follows, unless the context otherwise requires:

1.1      "Shareholding  Transfer" refers to the transaction that Shanghai Newray
         Business  Development  Co.,  Ltd.  transfers  its 51%  shareholding  in
         Shanghai Newray Photo graphic Equipment Co., Ltd. to Shenzhen IMOT or a
         party designated by Shenzhen IMOT and consequently  Shenzhen IMOT shall
         become   beneficial  owner  of  51%  shareholding  of  Shanghai  Newray

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