Exhibit 2.1

                        CAPITAL STOCK EXCHANGE AGREEMENT

         THIS AGREEMENT is made as of this 22nd day of April, 2004, by and among
TALRAM  CORPORATION,  a Delaware  corporation  ("TALRAM"),  and RHOHAN HOLDINGS,
LIMITED,  a British  Virgin  Islands  Corporation  ("RHOHAN"),  and DOUBLE UNITY
INVESTMENTS  LIMITED,  a British Virgin Islands  Corporation  ("DOUBLE  UNITY").
Certain  capitalized and other terms used in this Agreement are defined in Annex
A hereto and are used herein with the meanings ascribed to them therein.

         WHEREAS,  RHOHAN  currently  has  50,000  shares of its $1.00 par value
common stock authorized,  of which 100 shares are outstanding which collectively
represent  all of RHOHAN's  issued and  outstanding  capital  stock (the "RHOHAN
Stock"); and

         WHEREAS, DOUBLE UNITY is the only holder of the RHOHAN Stock; and

         WHEREAS,  TALRAM and DOUBLE UNITY  believe that it is desirable  and in
their  mutual  best  interests  that  TALRAM  acquire  100%  of the  issued  and
outstanding RHOHAN Stock for an aggregate  consideration  consisting of TALRAM's
$.01 par value per share  common  stock  (the  "Common  Stock") on the terms and
conditions set forth herein,  making RHOHAN a wholly owned subsidiary of TALRAM;
and

         WHEREAS, it the intention of the Parties that: (i) TALRAM shall acquire
100% of the RHOHAN Stock in exchange  solely for the amount of common  shares of
TALRAM  set forth  herein;  (ii) said  exchange  of shares  shall  qualify  as a
tax-free  reorganization  under Section 368(a)(1)(B) of the Code; and (iii) said
exchange shall qualify as a transaction in securities  exempt from  registration
or  qualification  under the Securities Act of 1933, as amended and in effect on
the date of this Agreement (the "1933 Act"), and under the applicable securities
laws of the British Virgin Islands;

         NOW, THEREFORE, in consideration of the foregoing and the following
mutual covenants and agreements,  TALRAM,  RHOHAN and DOUBLE UNITY (collectively
the "Parties") agree as follows:

                                    ARTICLE I

                                 THE TRANSACTION

1.1      The  Transaction.  On the Closing  Date,  and at the Closing  Time,  as
defined  herein,  subject in all  instances  to each of the  terms,  conditions,
provisions and limitations contained in this Agreement:




         1.1.1 the RHOHAN Common  Holders shall  exchange all of their shares of
the RHOHAN  Common Stock with TALRAM for  8,590,910  shares of Common Stock (the
"Consideration") to be issued to DOUBLE UNITY or its permitted designee(s).

         1.1.2    TALRAM's name shall be changed to China Autoparts, Inc.

         1.1.3 The Board or  Directors of Talram shall  appoint  DOUBLE  UNITY's
designees to TALRAM's Board of Directors and shall then resign from the Board of
Directors.

         1.1.4 TALRAM and DOUBLE UNITY shall enter into the Registration  Rights
Agreement annexed hereto as Exhibit 1.1.4.

The events set forth in the  foregoing  Sections  1.1.1  through  1.1.4 shall be
referred to herein as the "Transaction").

1.2      Exchange of the RHOHAN  Stock.  Subject to the terms of this  Agreement
and in reliance on the  representations  and warranties of TALRAM,  DOUBLE UNITY
shall  exchange,  sell,  assign,  and  transfer to TALRAM at the closing of this
Agreement (the  "Closing"),  free and clear of all liens and  encumbrances,  and
TALRAM,  subject  to the  terms  of the  Agreement  and  upon  the  basis of the
covenants,  warranties and  representations of RHOHAN and DOUBLE UNITY set forth
herein,  shall accept from them at the  Closing,  all shares of the RHOHAN Stock
issued and outstanding as of the Closing.

1.3      Consideration.  Subject to the terms of this  Agreement and in reliance
on the  representations  and warranties of RHOHAN and DOUBLE UNITY, TALRAM shall
deliver to DOUBLE UNITY, at the Closing,  the  Consideration,  free and clear of
all liens and  encumbrances,  which  DOUBLE  UNITY shall  accept  based upon the
covenants, warranties and representations of TALRAM set forth herein..

1.4      Tax Treatment. The exchange described herein is intended to comply with
Section 368(a)(1)(B) of the Code, and all applicable regulations thereunder.  In
order to ensure  compliance  with said  provisions,  the  Parties  agree to take
whatever steps may be necessary, including, but not limited to, the amendment of
this Agreement.

1.5      Closing. The Closing hereunder shall take place at the offices of Guzov
Ofsink,  LLC, 600 Madison  Avenue,  22nd Floor,  New York, New York 10022, or at
such  other  place as the  Parties  may agree  upon,  on a date to be set by the
Parties. The date and time on which the closing occurs shall be the Closing Date
and Closing Time, respectively.

1.6      Parties  to the  Agreement  and  Transaction.  To the  extent  that any
provision of this  Agreement  calls for  agreement by TALRAM as a party  hereto,
such  provision  shall mean  TALRAM as it exists  prior to the  Closing.  To the
extent that provisions of this Agreement refer to TALRAM after the Closing,  the
reference shall also be to China Autoparts, Inc., as successor to TALRAM.




                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF TALRAM

         Where a representation  contained in this Agreement is qualified by the
phrase "to the best of a party's  knowledge" (or words of similar import),  such
expression means that, after having conducted a reasonable due diligence review,
the Party  believes  the  statement  to be true,  accurate,  and complete in all
material respects. Except as otherwise indicated in the Schedules annexed hereto
(which  Schedules shall be arranged in paragraphs  corresponding to the numbered
and letter paragraphs  contained herein and which have been previously  provided
to RHOHAN and DOUBLE UNITY), TALRAM represents and warrants to RHOHAN and DOUBLE
UNITY, as follows:

2.1      Organization and Qualification. TALRAM is a corporation duly organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation  and has the requisite  corporate  power and authority to carry on
its business as it is now being conducted.

2.2      Capitalization.  The  capitalization  of  TALRAM as of the date of this
Agreement consists of:

         2.2.1 Common  Stock.  20,000,000  shares of  authorized  common  stock,
$.0001 par value per share,  of which a maximum of 500,000 shares are issued and
outstanding;

         2.2.2 Preferred Stock.  1,000,000 shares of authorized preferred stock,
$.0001 par value per share, none of which are outstanding

         2.2.3  Warrants  and  Options.  TALRAM  currently  has no  options  and
warrants outstanding.

Other than as set forth above,  TALRAM has no other capital stock authorized for
issuance or  outstanding.  As of the date of this Agreement all shares of TALRAM
common stock outstanding were validly issued, fully paid, and nonassessable.  In
addition,  no shares of Common  Stock are held in the  TALRAM  treasury,  and no
shares are  reserved  for  issuance,  nor were there  outstanding  any  options,
warrants,  convertible instruments or other rights, agreements or commitments to
acquire Common Stock of TALRAM.

2.3      Due  Authorization.  This Agreement has been duly and validly  executed
and delivered by TALRAM and constitutes a valid and binding  Agreement of TALRAM
enforceable  in accordance  with its terms.  TALRAM has all requisite  corporate
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  the
Transaction  and its doing so has been duly and  sufficiently  authorized by its
Board of Directors and shareholders.




2.4      Absence  of  Breach;  No  Consents.   The  execution,   delivery,   and
performance of this Agreement,  and the performance by TALRAM of its obligations
hereunder,  do not,  nor will with the  giving of notice or  passage  of time or
both:

         2.4.1  conflict with or result in a breach of any of the  provisions of
the Articles of Incorporation or Bylaws of TALRAM;

         2.4.2 contravene any law,  ordinance,  rule, or regulation of any State
or Commonwealth or political  subdivision of either or of the United States,  or
contravene any order, writ,  judgment,  injunction,  decree,  determination,  or
award  of any  court or  other  authority  having  jurisdiction,  or  cause  the
suspension or revocation of any authorization,  consent,  approval,  or license,
presently in effect,  which  affects or binds,  TALRAM,  except in any such case
where such contravention will not have a Material Adverse Effect;

         2.4.3 conflict with, result in termination of, contravene, constitute a
default under,  give to others any rights of termination or cancellation  of, or
accelerate the performance required by or maturity of, result in the creation of
any lien or loss of any  rights,  or result in a material  breach of, or default
under, any material indenture, loan, credit agreement,  mortgage, deed of trust,
note,  bond,  franchise,  lease,  contract or any other  agreement or instrument
binding upon TALRAM, or to which TALRAM is subject; or

         2.4.4 require the authorization,  consent,  approval, or license of, or
the  submission  of any notice,  report or other filing  with,  any third party,
including any governmental agency.

2.5      Securities and Exchange Commission Filings. All reports filed by TALRAM
with the SEC pursuant to the Exchange Act and any amendments thereto:

         2.5.1  to the  best  of  TALRAM's  knowledge,  fully  comply  with  the
requirements of Section 13(a) or 15(d) of the Exchange Act;

         2.5.2 to the best of TALRAM's knowledge, as to the financial statements
contained  in such  reports,  present  fairly,  in all  material  respects,  the
financial  condition and results of  operations  of TALRAM as of the  respective
dates or for the respective periods set forth therein;

         2.5.3 to the best of  TALRAM's  knowledge,  do not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were  made,  not  misleading  as of the  date of  filing  (and,  if  amended  or
superseded, then on the date of such filing); and

         2.5.4 to the best of TALRAM's knowledge, as to the financial statements
contained in such reports,  were prepared in accordance  with U.S. GAAP,  except
that unaudited interim financial statements are subject to normal year-end audit
adjustments, none of which will be material, and do not contain footnotes.




2.6      No Undisclosed Liabilities.  TALRAM does not have any Liabilities which
are not adequately reflected or reserved against on the face of its December 31,
2003 balance sheet and the footnotes  thereto,  except  Liabilities (a) incurred
since the date of such  balance  sheet in the  ordinary  course of business  and
consistent  with past  practice;  (b) which  are of a nature  that  would not be
required  to be  disclosed  on its  balance  sheet or the  footnotes  thereto in
conformity  with GAAP; or (c) which  individually  or in the aggregate would not
have a Material Adverse Effect.

2.7      No Material  Adverse  Change.  Since the date of TALRAM's  December 31,
2003 balance  sheet,  other than as  contemplated  or caused by this  Agreement,
there has not been:

         2.7.1  any  Material  Adverse  Change  in  the  business  or  condition
(financial or otherwise) of TALRAM.

         2.7.2 any entry into any material commitment,  contract,  agreement, or
transaction  (including,  without limitation,  any material borrowing or capital
expenditure) of, or involving, TALRAM other than this Agreement;

         2.7.3 any redemption, repurchase, or other acquisition for value of its
capital  stock by  TALRAM,  or any  issuance  of  capital  stock of TALRAM or of
securities  convertible  into or rights to acquire any such capital stock or any
dividend  or  distribution  declared,  set aside,  or paid on  capital  stock of
TALRAM;

         2.7.4 any grant, or commitment to grant, any bonus, commission or other
form of  incentive  compensation  or increase  or  commitment  to  increase  the
compensation  or fees  payable to or in respect  to any of  TALRAM's  employees,
directors,  officers, sales representatives,  independent  contractors,  agents,
consultants or Affiliates;

         2.7.5    any loans to any Person;

         2.7.6 any failure to maintain its financial  records in accordance with
past practice;

         2.7.7  any  declared,  made,  set  aside or  payment  of any  dividend,
distribution, or payment on, or any purchase or redemption of, any shares of any
class of TALRAM capital stock;

         2.7.8 any amendment to the  certificate of  incorporation  or bylaws of
TALRAM;

         2.7.9 any material  change (for book or Tax  purposes) in any method of
accounting or accounting practices; or

         2.7.10 any settlement of any  litigation,  claim or proceeding to which
TALRAM is a party.




2.8      Taxes.

         2.8.1 TALRAM has filed all Tax Returns,  as defined  below,  which they
are  required to file under all  applicable  laws and has paid all Taxes due and
owing by it.

 2.9     Litigation.

         2.9.1 To the best of the  knowledge  of  TALRAM,  no  investigation  or
review  by any  governmental  entity  with  respect  to  TALRAM  is  pending  or
threatened,  nor has any governmental entity indicated to TALRAM an intention to
conduct the same, and

         2.9.2 there is no action,  suit, or proceeding  pending or, to the best
knowledge of TALRAM, threatened against or affecting TALRAM at law or in equity,
or before any  federal,  state,  municipal,  or other  governmental  department,
commission, board, bureau, agency, or instrumentality.

2.10     Employee  Benefit  Plans and Related  Matters;  ERISA.  TALRAM does not
maintain or contribute to any Pension  Plan,  Welfare Plan or "employee  benefit
plan", as such term is defined in section 3(3) of ERISA

2.11     Valid Issuance of Stock.

         2.14.1 The  Consideration,  when issued as provided in this  Agreement,
will be duly authorized, validly issued, fully paid and non-assessable.

         2.14.2  Based in part on the  representations  made by DOUBLE  UNITY in
Article 3 hereof and in the Investment  Letters attached as Schedule 2.11 hereto
(the "Investment  Letters"),  the offer and sale of the Consideration  solely to
DOUBLE  UNITY  in  accordance  with  this  Agreement  will be  exempt  from  the
registration and prospectus delivery requirements of the 1933 Act.

2.12     Disclosure.  To the  best of  TALRAM's  knowledge,  no  representation,
warranty or statement by TALRAM in this Agreement, or in any exhibit,  schedule,
statement or  certificate  furnished to RHOHAN or DOUBLE UNITY  pursuant to this
Agreement,  when read as a whole,  contains  any untrue  statement of a material
fact or omits to state a material  fact  necessary to make the  statements  made
herein,  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading.

2.13     Securities  Laws.  Since at least July 1, 1999, (a) TALRAM has complied
in all material  respects with  applicable  federal and state  securities  laws,
rules and regulations as such laws,  rules and  regulations  apply to TALRAM and
its  securities;  and (b) all shares of capital stock of TALRAM have been issued
in accordance  with  applicable  federal and state  securities  laws,  rules and
regulations.  There are no stop orders in effect with respect to any of TALRAM's
securities.   All  of  TALRAM's  outstanding   securities  are  validly  issued,
fully-paid and are non-assessable.




2.14     Investment  Company Act. TALRAM is not an investment  company under the
Investment Company Act of 1940, as amended.


                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF RHOHAN AND DOUBLE UNITY

         Except as otherwise  indicated in the Schedules  (which Schedules shall
be arranged in paragraphs  corresponding  to the numbered and letter  paragraphs
contained  herein and which have  previously  been  provided to TALRAM)  annexed
hereto, RHOHAN and DOUBLE UNITY, jointly and severally, represent and warrant to
TALRAM as follows:

3.1      Organization   and   Qualification.   RHOHAN  and   DOUBLE   UNITY  are
corporations  duly  organized,  validly  existing and in good standing under the
laws of the British  Virgin Islands and have the requisite  corporate  power and
authority to carry on their  business as it is now being  conducted.  RHOHAN and
its Subsidiaries are duly qualified to do business, and are in good standing, in
each  jurisdiction  where the character of the properties owned or leased by it,
or the  nature  of its  activities,  is such  that  qualification  as a  foreign
corporation in that jurisdiction is required by law.

3.2      Due  Authorization.  This Agreement has been duly and validly  executed
and  delivered  by RHOHAN and DOUBLE UNITY and  constitutes  a valid and binding
Agreement   enforceable   in   accordance   with  its  terms,   except  as  such
enforceability  may be  limited by general  principles  of equity or  applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to or affecting creditors  generally.  RHOHAN and DOUBLE UNITY have all
requisite  corporate  power and  authority to enter into this  Agreement  and to
carry out the Transaction  contemplated  hereby,  and its doing so has been duly
and sufficiently authorized by all necessary corporate or other action of RHOHAN
and DOUBLE UNITY.

3.3      Capitalization.  RHOHAN is  authorized  by its Charter to issue  50,000
shares  of $1.00  par value per share  common  stock,  of which 100  shares  are
outstanding and held solely by DOUBLE UNITY

Other than as set forth above,  RHOHAN does not have any  authority to issue any
other  capital  stock or  other  security.  There  are no  outstanding  options,
contracts, commitments, warrants, preemptive rights, agreements or any rights of
any character  affecting or relating in any manner to the issuance of any RHOHAN
capital  stock or other  securities or entitling any person or entity to acquire
RHOHAN  capital  stock or  other  securities  of  RHOHAN,  and no  authorization
therefor has been given. There are no outstanding contractual or other rights or
obligations  to or of RHOHAN,  DOUBLE  UNITY or any other  Person to  repurchase
redeem or otherwise  acquire any outstanding  shares or other equity interest of
RHOHAN or  restricting  the  ability to vote or  transfer  such  shares or other
equity interest.




3.4      RHOHAN Stock Ownership. DOUBLE UNITY has good, absolute, and marketable
title to their RHOHAN  Stock.  DOUBLE  UNITY has the  complete and  unrestricted
right,  power and  authority  to sell,  transfer  and assign  their RHOHAN Stock
pursuant to this Agreement. The delivery of the RHOHAN Stock to TALRAM as herein
contemplated  will vest in TALRAM good,  absolute and marketable title to all of
the issued and  outstanding  shares of the RHOHAN  Stock,  free and clear of all
liens,  claims,  encumbrances,  and  restrictions  of every kind,  except  those
restrictions imposed by applicable securities laws.

3.5      Subsidiaries.  RHOHAN has no Subsidiaries nor owns any securities of or
equity  interest  in any Person,  except  that  RHOHAN  owns a 100%  interest in
Chengdu  Tonglin Casting  Industrial  Co., Ltd., a corporation  formed under the
laws of the  People's  Republic  of China as a  limited  liability  company  and
existing as a wholly owned foreign enterprise ("Tonglin").

3.6      Absence  of  Breach;  No  Consents.   The  execution,   delivery,   and
performance of this Agreement, and the performance by RHOHAN and DOUBLE UNITY of
their  obligations  hereunder,  do not nor will  with the  giving  of  notice or
passage of time or both:

         3.6.1  conflict with or result in a breach of any of the  provisions of
RHOHAN's Charter or By-Laws;

         3.6.2 contravene any law, ordinance, rule, or regulation, or contravene
any order, writ, judgment,  injunction,  decree, determination,  or award of any
court  or other  authority  having  jurisdiction,  or cause  the  suspension  or
revocation of any authorization,  consent,  approval,  or license,  presently in
effect,  which  affects or binds,  RHOHAN or DOUBLE UNITY or any of its or their
material  properties,  except in any such case where such contravention will not
have a Material Adverse Effect;

         3.6.3 conflict with, result in termination of, contravene, constitute a
default under,  give to others any rights of termination or cancellation  of, or
accelerate the performance required by or maturity of, result in the creation of
any lien or loss of any  rights,  or result in a  material  breach of or default
under any material indenture,  loan, credit agreement,  mortgage, deed of trust,
note,  bond,  franchise,  lease,  contract or any other  agreement or instrument
binding  upon RHOHAN or,  Tonglin or to which the property or business of RHOHAN
or Tonglin is subject; or

         3.6.4 require the authorization,  consent,  approval, or license of, or
the  submission  of any notice,  report or other filing  with,  any third party,
including any governmental agency.

3.7 Taxes. RHOHAN and its Subsidiaries have filed all Tax Returns which they are
required  to file  under  all  applicable  laws and have  paid all  Taxes due in
accordance  with  applicable  laws  and/or   directives  of  applicable   taxing
authorities.

3.8      Litigation.

         3.8.1 No  investigation  or  review  by any  governmental  entity  with
respect to RHOHAN or any of its  Subsidiaries  is pending or, to the best of the
knowledge of RHOHAN,  threatened,  nor has any governmental  entity indicated to




RHOHAN or a Subsidiary an intention to conduct the same, and there is no action,
suit,  or  proceeding  pending  or,  to the  best of the  knowledge  of  RHOHAN,
threatened against or affecting RHOHAN or any Subsidiary at law or in equity, or
before  any  federal,  state,  municipal,  or  other  governmental   department,
commission, board, bureau, agency, or instrumentality.

3.9      Investment Representations.

         3.9.1 Acquisition for Own Account.  The Consideration to be received by
DOUBLE UNITY hereunder, will be acquired for investment for its own account, not
as a nominee or agent,  and not with a view to the public resale or distribution
thereof,  and  neither  DOUBLE  UNITY  nor its  shareholders  have  any  present
intention of selling,  granting any participation in, or otherwise  distributing
the same.

         3.9.2 Non-US  Person.  No offer to enter into this  Agreement  has been
made by TALRAM to RHOHAN or DOUBLE UNITY in the United  States.  At the times of
the offer and execution of this Agreement,  RHOHAN, DOUBLE UNITY and each of its
shareholders, were domiciled and resided outside the United States.

         3.9.3 Restricted Securities. DOUBLE UNITY understand the Consideration,
is characterized as "restricted  securities" under the 1933 Act inasmuch as they
are being acquired from TALRAM in a transaction  not involving a public offering
and  that  under  the  1933  Act and  applicable  regulations  thereunder.  Such
securities may be resold without registration under the 1933 Act only in certain
limited  circumstances.  In this connection,  DOUBLE UNITY represents that it is
familiar with Rule 144 promulgated under the 1933 Act, and understand the resale
limitations imposed thereby and by the 1933 Act.

         3.9.4   Legend.   DOUBLE  UNITY   understand   that  the   certificates
representing Consideration, when delivered to DOUBLE UNITY, may have appropriate
orders  restricting  transfer placed against them on the records of the transfer
agent for such  securities,  and may have  placed  upon them the  following,  or
similar legend:

         THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ISSUED IN A  TRANSACTION
         EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT
         BE TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
         THE TRANSFEROR  FIRST SATISFIES THE ISSUER THAT THE PROPOSED  TRANSFER,
         IN THE MANNER PROPOSED, DOES NOT VIOLATE THE REGISTRATION  REQUIREMENTS
         OF SAID ACT.

DOUBLE UNITY agrees not to attempt any transfer of any such  securities  without
first complying with the substance of said legend, and agrees that an opinion of
counsel,  a no-action letter of the SEC, or equivalent  evidence may be required
for removal of the legend.




         3.9.5 Additional  Representations.  DOUBLE UNITY  acknowledges that the
Consideration  has  not  been  registered  under  the  1933  Act and  that  such
securities  may  not  be  resold  unless  it is  subsequently  registered  or an
exemption  form such  registration  is  available.  In  addition,  DOUBLE  UNITY
acknowledges  that (a) it has been granted the  opportunity to ask questions of,
and receive answers from,  representatives  of TALRAM  concerning TALRAM and the
terms and conditions of the acquisition of the  Consideration  and to obtain any
additional  information it deems necessary;  (b) its knowledge and experience in
financial  business  matters is such that it is capable of evaluating the merits
and  risks of the  investment  in the  Consideration;  and (c) it has  carefully
reviewed  the terms and  provisions  of this  Agreement  and has  evaluated  the
restrictions and obligations contained herein.

3.10     Title to Property and Related Matters.  With the exception of Tonglin's
Plant 5 and the land which it is on, RHOHAN and its  Subsidiaries  have good and
marketable  title  to, or has  legally  sufficient  rights to use,  all of their
properties,  assets,  rights,  claims and contracts of every kind, character and
description owned or held by RHOHAN and its Subsidiaries, whether real, personal
or mixed,  tangible or intangible,  of any kind or character,  free and clear of
any liens or  encumbrances.  RHOHAN and its  Subsidiaries  have  maintained  all
assets  material to their  business in good repair,  working order and operating
condition,  subject only to wear and tear,  and all such assets are adequate and
suitable  for the  purposes  for which  they are  presently  being used and they
conform in all material respects with applicable law. Such assets constitute all
of the properties and assets necessary for the conduct of, or otherwise material
to, the business of RHOHAN and its Subsidiaries.

3.11     Disclosure.  To the best of RHOHAN's and DOUBLE UNITY's  knowledge,  no
representation,  warranty  or  statement  by them in this  Agreement,  or in any
exhibit, schedule, statement or certificate furnished to TALRAM pursuant to this
Agreement,  when read as a whole,  contains  any untrue  statement of a material
fact or omits to state a material  fact  necessary to make the  statements  made
herein,  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading.

3.12     Liabilities.  RHOHAN does not have any  Liabilities,  except (a) to the
extent  reflected  in, or reserved  against on the face of its December 31, 2003
balance sheet and (b) for Liabilities that have been incurred after December 31,
2003 in the ordinary course of business consistent with past practices.

3.13     Absence of Certain Changes. There has not been, since December 31, 2003
any Material  Adverse  Change with respect to the business,  assets,  results of
operations, prospects or condition (financial or otherwise) of RHOHAN.



                                   ARTICLE IV

                               TALRAM'S COVENANTS

4.1      Affirmative  Covenants.  Subject to the terms and conditions hereunder,
from the date hereof  through the Closing Date,  TALRAM shall use its reasonable
efforts  to take  every  action  reasonably  required  in order to  satisfy  the
conditions  to closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient  consummation  of the  Transaction,  and will  exert  all
reasonable  efforts to cause the Transaction to be consummated,  provided in all
instances that the  representations and warranties of RHOHAN and DOUBLE UNITY in
this  Agreement  are and remain true and  accurate  and that the  covenants  and
agreements of RHOHAN and DOUBLE UNITY in this Agreement are honored.

4.2      Access and Information. TALRAM shall afford to RHOHAN and DOUBLE UNITY,
and their  accountants,  counsel and other  representatives,  reasonable  access
during normal  business hours  throughout the period prior to the Closing to all
of TALRAM's properties, books, contracts,  commitments,  records (including, but
not limited to, tax returns),  and personnel,  and,  during such period,  TALRAM
shall furnish promptly to RHOHAN:

         4.2.1 internal monthly financial statements when and as available, and

         4.2.2 all other information  concerning its or any of its Subsidiaries'
business, properties, and personnel as RHOHAN or its Shareholders may reasonably
request.

4.3      No  Solicitation.  From the date of the execution of this  Agreement to
(a) the Closing or (b) the  termination  of this  Agreement in  accordance  with
Article  VIII,  TALRAM,  and those acting on behalf of any of them will not, and
TALRAM will use its best efforts to cause its officers,  employees,  agents, and
representatives  (including  any investment  banker or finder) not,  directly or
indirectly,  to  solicit,  encourage,  or  initiate  any  discussions  with,  or
negotiate or otherwise deal with, or provide any  information  to, any person or
entity other than RHOHAN and DOUBLE UNITY and RHOHAN's officers,  employees, and
agents,  concerning any merger,  acquisition of TALRAM,  or similar  transaction
involving the TALRAM or any sale of any of its capital stock.

4.4      Conduct of  Business  Pending the  Transaction.  TALRAM  covenants  and
agrees  with  RHOHAN and DOUBLE  UNITY that,  prior to the  consummation  of the
Transaction or the termination of this Agreement  pursuant to its terms,  unless
RHOHAN and DOUBLE UNITY shall otherwise consent in writing,  which consent shall
not be unreasonably withheld or delayed, and except as otherwise contemplated by
this Agreement, TALRAM will comply with each of the following:

         4.4.1 its business  shall be  conducted  only in the ordinary and usual
course;

         4.4.2 it shall not (a) amend its Articles of  Incorporation  or Bylaws,
or (b) split,  combine,  or  reclassify  any of its  outstanding  securities  or
declare,  set aside,  or pay any  dividend or other  distribution  on or make or
agree or commit to make any exchange for or  redemption  of any such  securities
payable in cash, stock, or property;




         4.4.3 it shall not (a) issue or agree to issue  any  additional  shares
of, or rights of any kind to  acquire  any  shares of its  capital  stock of any
class,  except issuances pursuant to the exercise of stock options,  warrants or
convertible securities  outstanding on the date of this Agreement,  or (b) enter
into any contract, agreement,  commitment, or arrangement with respect to any of
the foregoing;

         4.4.4 it shall not create, incur, or assume any long-term or short-term
indebtedness  for money borrowed or make any capital  expenditures or commitment
for capital  expenditures,  other than in the  ordinary  course of business  and
other than the Management Buyout;

         4.4.5  it  shall  not (a)  adopt,  enter  into,  or  amend  any  bonus,
profit-sharing,   compensation,  stock  option,  warrant,  pension,  retirement,
deferred compensation,  employment,  severance,  termination,  or other employee
benefit plan,  agreement,  trust fund, or arrangement for the benefit or welfare
of any officer,  director or employee, or (b) agree to any material (in relation
to historical  compensation)  increase in the compensation  payable or to become
payable  to, or any  increase  in the  contractual  term of  employment  of, any
officer, director, or employee;

         4.4.6 it shall  not  enter  into,  any  material  contract,  agreement,
commitment,  or understanding  binding TALRAM, other than in the ordinary course
of business and consistent with past practices;

         4.4.7 it will not hold any meetings of its Board of  Directors,  or any
committee  thereof,  or of its  stockholders,  without inviting a representative
selected by RHOHAN to attend the same;

         4.4.8 it will  continue  properly  and  promptly  to file  when due all
federal, state, local, foreign, and other tax returns, reports, and declarations
required  to be filed by it, and will pay, or make full and  adequate  provision
for the  payment of, all taxes and  governmental  charges due from or payable by
it;

         4.4.9 it will  continue  to  properly  and  promptly  file when due all
reports  due to be  filed  with the SEC  pursuant  to  Sections  13 or 15 of the
Exchange Act;

         4.4.10 it will comply with all laws and  regulations  applicable  to it
and its operations; and

         4.4.11 it will maintain in full force and effect its insurance coverage
presently in effect.

4.5      Cooperation.  TALRAM will use its reasonable  efforts to cooperate with
RHOHAN and DOUBLE UNITY and their  counsel,  accountants  and agents in carrying
out the  transactions  contemplated  by this  Agreement  and in  delivering  all
documents and  instruments  deemed  reasonably  necessary or useful by RHOHAN or
DOUBLE UNITY.

4.6      Expenses. Except as set forth herein, whether or not the Transaction is
consummated,  all costs and expenses  incurred by TALRAM in connection with this
Agreement and the Transaction contemplated hereby shall be paid by TALRAM.




4.7      Publicity. Prior to the Closing any written public statements by TALRAM
pertaining to this Agreement or the Transaction shall be submitted to RHOHAN for
review and approval prior to release by TALRAM,  and shall be released only in a
form approved by RHOHAN.

                                    ARTICLE V

                      COVENANTS OF RHOHAN AND DOUBLE UNITY

5.1      Affirmative  Covenants.  From the date hereof through the Closing Date,
RHOHAN and DOUBLE  UNITY will take every  action  reasonably  required  of it to
satisfy the  conditions to closing set forth in this  Agreement and otherwise to
ensure the prompt and expedient consummation of the Transaction,  and will exert
all reasonable  efforts to cause the Transaction to be consummated,  provided in
all  instances  that  the  representations  and  warranties  of  TALRAM  in this
Agreement are and remain true and accurate and that the covenants and agreements
of TALRAM in this Agreement are honored.

         5.2 Access and  Information.  RHOHAN and DOUBLE  UNITY shall  afford to
TALRAM and to TALRAM's accountants, counsel and other representatives reasonable
access during normal  business hours  throughout the period prior to the Closing
to  all  of  RHOHAN's  properties,   books,  contracts,   commitments,   records
(including, but not limited to, tax returns), and personnel

5.3      Cooperation. RHOHAN and DOUBLE UNITY will cooperate with TALRAM and its
counsel,  accountants  and agents in every way in carrying out the  transactions
contemplated  by this Agreement and in delivering all documents and  instruments
deemed reasonably necessary or useful by TALRAM. Without limiting the generality
of the foregoing,  RHOHAN and DOUBLE UNITY agree to cooperate  fully with TALRAM
and its  authorized  representatives  and to execute  and deliver or cause to be
executed  and  delivered  at all  reasonable  times and places  such  additional
instruments  and  documents  as TALRAM may  reasonably  request for  purposes of
carrying  out the  intent  and  purpose  of this  Agreement,  including  without
limitation,  in  connection  with the  preparation  and  filing  of any  filings
required under any Federal,  state,  county,  local or municipal law relating to
the Transaction contemplated herein.

5.4      Expenses. Except as set forth herein, whether or not the Transaction is
consummated,  all costs and  expenses  incurred  by RHOHAN and  DOUBLE  UNITY in
connection with this Agreement and the Transaction shall be paid by them.

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

6.1      Conditions to Obligation of RHOHAN and DOUBLE UNITY.  The obligation of
RHOHAN  and  DOUBLE  UNITY to effect  the  Transaction  shall be  subject to the
fulfillment  at or prior to the  Closing  of the  following  conditions,  unless
RHOHAN and DOUBLE UNITY shall waive such fulfillment:




         6.1.1 This  Agreement and the  transactions  contemplated  hereby shall
have  received  all  approvals,  consents,   authorizations,  and  waivers  from
governmental  and other regulatory  agencies and other third parties  (including
lenders,  holders of debt  securities,  and lessors)  required to consummate the
Transaction;

         6.1.2  There  shall  not  be  in  effect  a  preliminary  or  permanent
injunction  or other order by any federal or state  court  which  prohibits  the
consummation of the Transaction;

         6.1.3 TALRAM shall have performed in all material  respects each of its
agreements  and  obligations  contained  in this  Agreement  and  required to be
performed on or prior to the Closing and shall have  complied  with all material
requirements,  rules,  and  regulations  of all  regulatory  authorities  having
jurisdiction relating to the Transaction;

         6.1.4 No material  adverse change shall, in the reasonable  judgment of
RHOHAN  and  DOUBLE  UNITY,  have  taken  place  in the  business  or  condition
(financial or otherwise) of TALRAM;

         6.1.5 The  representations  and  warranties of TALRAM set forth in this
Agreement  shall  be  true  in all  material  respects  as of the  date  of this
Agreement and, except in such respects as, in the reasonable  judgment of RHOHAN
and DOUBLE  UNITY,  do not  materially  and  adversely  affect the  business  or
condition  (financial or otherwise) of TALRAM, as of the Closing Time as if made
as of such time;

         6.1.6  The  number of shares  of  Common  Stock of  TALRAM  issued  and
outstanding shall not be more than 500,000;

         6.1.7 TALRAM shall have delivered to RHOHAN the written resignations of
all of its Officers and Directors;

         6.1.8 TALRAM shall have entered into a  Registration  Rights  Agreement
with DOUBLE UNITY in the form annexed hereto as Exhibit 1.1.4;

          6.2  Conditions to Obligation of TALRAM.  The  obligation of TALRAM to
effect the  Transaction  shall be subject to the  fulfillment at or prior to the
Closing  of the  following  conditions,  unless  the  TALRAM  shall  waive  such
fulfillment:

         6.2.1  This  Agreement  and the  Transaction  shall have  received  all
approvals,  consents,  authorizations,  and waivers from  governmental and other
regulatory agencies and other third parties (including lenders,  holders of debt
securities,  lessors,  and  stockholders)  required  by  law to  consummate  the
Transaction;




         6.2.2  There  shall  not  be  in  effect  a  preliminary  or  permanent
injunction or other order by any federal or state  authority which prohibits the
consummation of the Transaction.

         6.2.3  RHOHAN and DOUBLE  UNITY shall have  performed  in all  material
respects their agreements and obligations  contained in this Agreement  required
to be performed on or prior to the Closing;

         6.2.4 No material  adverse change shall, in the reasonable  judgment of
TALRAM,  have taken place in the business or condition  (financial or otherwise)
of RHOHAN,  other than those that  result  from the  changes  permitted  by, and
transactions contemplated by, this Agreement;

         6.2.5 The representations and warranties of RHOHAN and DOUBLE UNITY set
forth in this Agreement shall be true in all material respects as of the date of
this  Agreement and,  except in such respects as, in the reasonable  judgment of
TALRAM,  do not  materially  and  adversely  affect the  business  or  condition
(financial or otherwise) of RHOHAN, as of the Closing Date as if made as of such
time;

                                   ARTICLE VII

                             MEETING OF STOCKHOLDERS

         7.1 Meeting of Stockholders. TALRAM agrees that, as soon as practicable
after the execution of this  Agreement,  it will use its  reasonable  efforts to
obtain the approval of its stockholders of the Transaction contemplated herein.

                                  ARTICLE XIII

                         TERMINATION, AMENDMENT, WAIVER

8.1      Termination.  This Agreement and the  Transaction  may be terminated at
any time prior to the Closing, whether before or

after any approval by stockholders:

         8.1.1    By mutual consent of TALRAM, RHOHAN and DOUBLE UNITY;

         8.1.2 By RHOHAN and DOUBLE UNITY, upon written notice to TALRAM, if the
conditions set forth in Section 6.1 were not, or cannot reasonably be, satisfied
on or before May 1, 2004 unless the failure of any such  condition is the result
of the material breach of this Agreement by RHOHAN or DOUBLE UNITY;

         8.1.3 Effect of Termination.  If this Agreement is terminated  pursuant
to this Section 8.1, such termination  shall be without  liability of any Party,
or  any  shareholder,  member,  partner,  director,  officer,  employee,  agent,
consultant  or  representative  of such  Party,  to any  other  Parties  to this
Agreement.



8.2      Amendment.  This  Agreement  may be amended in a writing  signed by the
Parties hereto at any time.

8.3      Waiver.  At any time prior to the Closing Date,  any Party,  and in the
case of  TALRAM  or  RHOHAN  by  action  taken by  their  respective  Boards  of
Directors, may:

         8.3.1 extend the time for the  performance of any of the obligations or
other acts of the other Parties hereto;

         8.3.2 waive any inaccuracies in the  representations  and warranties of
the other Parties contained herein or in any document delivered pursuant hereto;
or

         8.3.3 waive  compliance by the other Parties with any of the agreements
or conditions contained herein.

Any  agreement  on the part of a Party  hereto to any such  extension  or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of
such Party.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.1      Arbitration. In the event that there shall be a dispute, controversy or
claim arising out of,  relating to or in  connection  with this  Agreement,  the
Transaction,  any document  referred to herein or related to the subject  matter
hereof,  the Parties  agrees that such  dispute  shall be  submitted  to binding
arbitration  in New York City,  under the auspices of, and pursuant to the rules
of,  the  American  Arbitration  Association  as then in  effect,  or such other
procedures  as the Parties may agree to at the time,  before a tribunal of three
arbitrators,  one of  which  shall be  selected  by each of the  Parties  to the
dispute  and the third of which  shall be  selected  by the two  arbitrators  so
selected.  Any award issued as a result of such  arbitration  shall be final and
binding  between  the  Parties,  and shall be  enforceable  by any court  having
jurisdiction over the Party against whom enforcement is sought.

9.2      Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed  given if  delivered  personally,  faxed,  mailed by
registered  or  certified  mail  (return  receipt  requested)  or  delivered  by
independent  next business day delivery  service to the Parties at the following
addresses  (or at such other  address for a Party as shall be  specified by like
notice given at least five (5) business days prior thereto:




If to TALRAM:

TALRAM CORPORATION
c/o L.R. Investment Holdings, Ltd.
c/o Harney Westwood & Riegels
Craigmuir Chambers
P.O. Box 71, Road Town
Tortola
British Virgin Islands

If to RHOHAN or DOUBLE UNITY:

Rhohan Holdings Limited
Mr. Li Yun Gao, Chairman
C/O 4009 Gloucester Tower
The  Landmark
11 Pedder Street
Central Hong Kong

With a copy to:

Darren Ofsink, Esq.
Guzov Ofsink, LLC
600 Madison Avenue, 22nd Floor
New York, New York  10022

Facsimile: 212-688-7273

Any such  notice or  communication  shall be deemed to have been given (a) if by
personal  delivery,  on the day after  such  delivery;  (b) if by  certified  or
registered mail, on the fifth day after the mailing thereof;  (c) if by next-day
or overnight  deliver,  on the day delivered;  or (d) if by fax, on the next day
following the day on which such fax was sent,  provided that a copy is also sent
by certified or registered mail.

10.3 Interpretation.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

10.4     Miscellaneous. This Agreement:

         10.4.1  constitutes the entire agreement and supersedes all other prior
agreements and understandings,  both written and oral, between the Parties, with
respect to the subject matter hereof,  except as specifically provided otherwise
or referred to herein, so that no such external or separate  agreements relating
to the  subject  matter of this  Agreement  shall have any effect or be binding,
unless the same is referred to  specifically in this Agreement or is executed by
the Parties after the date hereof;



         10.4.2 is not intended to confer upon any other  person,  other than to
the Parties hereto and their respective heirs, successors and permitted assigns,
any rights or remedies hereunder;

         10.4.3   shall not be assigned by operation of law or otherwise;

         10.4.4  shall  be  governed  in  all  respects,   including   validity,
interpretation  and  effect,  by the  internal  laws of the  State of New  York,
without  regard to the  principles  of conflict of laws thereof,  provided,  the
corporate laws of the State of Delaware  shall govern all issues  concerning the
relative rights of TALRAM and its stockholders; and

         10.4.5  shall be  binding  upon and shall  inure to the  benefit of the
Parties  hereto  and  their  respective  successors,  assigns,  heirs  and legal
representatives;

10.5     Counterparts.   This   Agreement   may  be  executed  in  two  or  more
counterparts which together shall constitute a single agreement.

10.6     Severability. If any provision, including any phrase, sentence, clause,
section  or   subsection,   of  this   Agreement  is  invalid,   inoperative  or
unenforceable  for any reason,  such provision shall be valid and enforceable to
the fullest extent  permitted by law and such  circumstances  shall not have the
effect  of  rendering  such  provision  in  question  invalid,   inoperative  or
unenforceable  in any other  case or  circumstance,  or of  rendering  any other
provision herein contained  invalid,  inoperative or unenforceable to any extent
whatsoever.

10.7     Confidentiality. All information furnished by the Parties in connection
with the Transaction contemplated hereby shall be used solely for the purpose of
evaluating  the  Transaction  and shall be treated as the sole  property  of the
Party  delivering the  information  until  consummation  of the  Transaction and
shall, in all respects,  be subject to the Confidentiality  Agreement previously
entered into between the Parties.

         IN WITNESS WHEREOF,  the undersigned parties have caused this Agreement
to be  signed  on the date  first  written  above by their  respective  officers
thereunto duly authorized.

TALRAM CORPORATION                          RHOHAN HOLDINGS, LTD.


By:______________________                   By:__________________________
         Joel Schonfeld                              Li Yun Gao
         President                                   Chairman


DOUBLE UNITY INVESTMENTS LIMITED


By:________________________
         Li Yun Gao
         Chairman





                                     ANNEX A

"1933 Act" means the Securities Act of 1933, as amended, as of the Closing Date.

"Affiliate" of a Person means a Person that directly,  or indirectly through one
or more intermediaries,  controls,  is controlled by, or is under common control
with the first Person. "Control" (including the terms "controlled by" and "under
common control with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management policies of a Person, whether
through the ownership of voting securities, by contract, as trustee or executor,
or otherwise.

"Closing" is defined in Section 1.2.

"Closing Date" is defined in Section 1.5.

"Closing Time" is defined in Section 1.5.

"Code" means the Internal  Revenue Code of 1986,  as amended,  and related rules
and regulations thereunder.

"Common Stock" is defined in the recitals to this Agreement.

"Consideration" is defined in Section 1.3.

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

"GAAP" means United States generally accepted accounting principles

"RHOHAN Stock" is defined in the recitals to this Agreement.

 "IRS" means the Internal Revenue Service.

"Liabilities"  means  obligations,  whether  known  or  unknown,  contingent  or
absolute,  recorded on its books or not,  arising or  resulting  in any way from
facts, events, agreements, obligations or occurrences that existed or transpired
at a prior point in time, or resulted from the passage of time.

"Material Adverse Effect" or "Material Adverse Change" means with respect to any
Person,  any event,  change,  circumstance  or effect  that is or is  reasonably
likely to be  materially  adverse to (a) the  business,  financial  condition or
results of operations of such Person and its  Subsidiaries  taken as a whole; or
(b) the ability of such entity to consummate  the  Transaction  contemplated  by
this Agreement.



"Person"  means  an  individual,   corporation,   limited   liability   company,
partnership,  association,  trust, unincorporated organization,  other entity or
group.

"SEC" means the Securities and Exchange Commission.

"Subsidiary"  means each  corporation  or other Person in which a Person owns or
controls,  directly  or  indirectly,  capital  stock or other  equity  interests
representing  more  than 50% of the  outstanding  voting  stock or other  equity
interests.

"Tax" or "Taxes" means federal,  state, county,  local, foreign or other income,
gross  receipts,  ad  valorem,  franchise,  profits,  sales  or  use,  transfer,
registration, excise, utility, environmental,  communications,  real or personal
property,   capital  stock,   license,   payroll,  wage  or  other  withholding,
employment,  social security, severance, stamp, estimated and other taxes of any
kind  whatsoever  (including,  without  limitation,   deficiencies,   penalties,
additions to tax and interest attributable thereto) whether disputed or not.

"Tax  Return"  means any return,  information  report or filing with  respect to
Taxes,  including  any  schedules  attached  thereto and including any amendment
thereof.

"Transaction" is defined in Section 1.1.




                                  Exhibit 1.1.4

                      Form of Registration Rights Agreement

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of April 22, 2004, by and among TALRAM  CORPORATION,  a Delaware
corporation  (the "Company") and DOUBLE UNITY  INVESTMENTS  LIMITED (the "DOUBLE
UNITY").

         WHEREAS,  the Company and DOUBLE  UNITY are parties to a Capital  Stock
Exchange Agreement dated April 22, 2004 (the "Exchange Agreement"); and

         WHEREAS,  The Exchange  Agreement  provides  that DOUBLE UNITY shall be
granted registration rights as more fully set forth herein.

         NOW  THEREFORE,  in  consideration  of the  foregoing  recitals and the
mutual promises hereinafter set forth, the parties hereto agree as follows:

1.       Definitions. For purposes of this Agreement:

         1.1 Form S-3. The term "Form S-3" mean such forms under the  Securities
Act as are in  effect  on the date  hereof,  such  other  forms  available  to a
registrant similar to the Company or any successor  registration forms under the
Securities  Act  subsequently  adopted  by the SEC which  permits  inclusion  or
incorporation  of substantial  information by reference to other documents filed
by the Company with the SEC.

         1.2  Holder.  The term  "Holder"  means  DOUBLE  UNITY or any person or
entity which received common stock, pursuant to the Exchange Agreement that have
not been  sold to the  public  or  pursuant  to Rule 144  promulgated  under the
Securities Act, or any assignee of record of such Registrable Securities to whom
rights  under such  Sections  have been duly  assigned in  accordance  with this
Agreement.

         1.3  Ordinary  Shares. The term  "Ordinary  Shares" means shares of the
$.0001 par value per share common stock of the Company.

         1.4 Registration Expenses.  The term "Registration  Expenses" means all
expenses  incurred by the Company in complying with this  Agreement,  including,
without limitation,  all registration and filing fees,  printing expenses,  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  expenses  of  Underwriters
customarily paid by similarly situated companies in connection with underwritten




offerings  of  equity  securities  to  the  public,  excluding  any  such  fees,
commissions  and  underwriting  discounts  based  on the  proceeds  of  sales of
Registrable  Securities by selling Holders. With respect to expenses incurred in
connection with this Agreement, "Registration Expenses" shall include reasonable
fees and disbursements of a single special counsel for the Holders.

         1.5 Registrable Securities. The term "Registrable Securities" means (1)
all Ordinary Shares of the Company issued pursuant to the Exchange  Agreement to
any of the Holders or (2) a dividend or other  distribution  with respect to, or
in exchange for or in  replacement  of, all such  Ordinary  Shares  described in
clause (1) of this subsection;  excluding in all cases, however, any Registrable
Securities  sold by a  person  in a  transaction  in  which  rights  under  this
Agreement are not assigned in accordance  with this Agreement or any Registrable
Securities sold to the public or sold pursuant to Rule 144 promulgated under the
Securities Act.

                  1.5.1 Registrable  Securities Then Outstanding.  The number of
shares of  "Registrable  Securities then  outstanding"  shall mean the number of
Ordinary  Shares  which  are  Registrable  Securities  and are then  issued  and
outstanding.

                  1.5.1.1 Registration. The terms "register," "registration" and
"registered"  refer  to a  registration  effected  by  preparing  and  filing  a
registration   statement  in  compliance   with  the  Securities  Act,  and  the
declaration or ordering of effectiveness of such registration statement.

                  1.5.1.2   Registration   Statement.   The  term  "Registration
Statement"  means  any  registration  statement  under  the  Securities  Act for
purposes of effecting a public offering of securities of the Company

         1.6      SEC.  The term  "SEC" shall  mean the  Securities and Exchange
Commission.

         1.7      Securities Act. The term "Securities Act" means the Securities
Act of 1933, as amended as of the date of this Agreement.

         1.8      Underwriter.  The  term "Underwriter"  shall mean a dealer, as
defined  under the  Securities  Act,,  which has  agreed to offer the  Company's
securities to the public.

                  1.8.1   Managing Underwriter.  The term "Managing Underwriter"
shall mean the Underwriter or Underwriters in an Underwriting which have primary
responsibility for the Underwriting.

                  1.9      Underwriting.  The term  "Underwriting"  shall mean a
registration in which the Company's securities are either sold to an Underwriter
for reoffering to the public or sold to the public by an Underwriter.




2.       Demand Registration.

         2.1      Request by Holders.  If the Company shall receive, at any time
after the date of this Agreement, a written request from the Holders of at least
thirty three percent (33%) of the Registrable  Securities then  outstanding that
the  Company  file  a  Registration  Statement,  covering  the  registration  of
Registrable  Securities,  then the Company shall,  within twenty (20) days after
the  receipt  of such  written  request,  give  written  notice of such  request
("Request  Notice") to all  Holders,  and effect,  as soon as  practicable,  the
registration  under  the  Securities  Act of all  Registrable  Securities  which
Holders  request to be registered and included in such  registration  by written
notice  given by such  Holders  to the  Company  within  twenty  (20) days after
receipt  of the  Request  Notice,  subject  only  to  the  limitations  of  this
Agreement;  provided that the Registrable Securities requested by all Holders to
be registered  pursuant to such request must either (i) be at least thirty three
percent (33%) of all  Registrable  Securities  then  outstanding or (ii) have an
anticipated  aggregate public offering price (before any underwriting  discounts
and commissions) of not less than $1,000,000.

         2.2      Underwriting.  If  the  Holders  initiating  the  registration
request under this Section 2 (the "Initiating Holders") intend to distribute the
Registrable  Securities  covered by their  request by means of an  underwriting,
then they shall so advise the Company as a part of their  request made  pursuant
to this Section 2 and the Company shall include such  information in the written
notice referred to in subsection 2.1. In such event,  the right of any Holder to
include its  Registrable  Securities in such  registration  shall be conditioned
upon such Holder's  participation in such underwriting and the inclusion of such
Holder's  Registrable  Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the  Initiating  Holders and such Holder) to
the extent provided herein. All Holders proposing to distribute their securities
through  such  underwriting  shall  enter  into  an  Underwriting  agreement  in
customary form with the Managing  Underwriter or Underwriters  selected for such
underwriting  by the  Holders  holding  more  than  fifty  percent  (50%) of the
Registrable  Securities to be underwritten;  provided that any such Underwriting
agreement  shall not impair the  indemnification  rights of the Holders  granted
under  this  Agreement;  and  provided  further,  that the  representations  and
warranties  given by, and the other agreement on the part of, the Company to and
for the benefit of the Underwriter(s)  shall also be made to and for the benefit
of the Holders;  and  provided  further,  that the Company  shall ensure that no
Underwriter(s) requires any Holder to make any representations or warranties to,
or agreements with, any  Underwriter(s)  in a Registration  other than customary
representations,  warranties and  agreements  relating to such Holder's free and
unencumbered title to the Registrable Securities and authority to enter into the
underwriting  agreement.  Notwithstanding any other provision of this Section 2,
if the  Underwriter(s)  advise(s) the Company in writing that marketing  factors
require a limitation  of the number of securities  to be  underwritten  then the
Company  shall so advise  all  Holders  of  Registrable  Securities  that  would
otherwise be registered  and  underwritten  pursuant  hereto,  and the number of
Registrable Securities that may be included in the underwriting shall be reduced
as  required  by the  Underwriter(s)  and  the  Company  will  include  in  such
registration (i) first, the maximum number of Registrable  Securities  requested
to be included  therein,  pro rata among the respective  Holders  thereof on the
basis of the amount of Registrable  Securities  requested to be included in such
registration by each such Holder,  and (ii) second,  the maximum amount of other
securities requested to be included therein (including any by the Company),  pro
rata among the  holders of such other  securities  on the basis of the number of
shares  requested to be included in such  registration by each such holder.  Any
Registrable  Securities  excluded and withdrawn from such underwriting  shall be
withdrawn  from  the  registration.  For any  Holder  that is a  partnership  or
corporation,  the partners, retired partners and shareholders of such Holder, or
the estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the  foregoing  persons shall be deemed to be a
single  "Holder," and any pro rata reduction with respect to such "Holder" shall
be based upon the aggregate amount of shares carrying  registration rights owned
by all entities and  individuals  included in such  "Holder," as defined in this
sentence.

         2.3      Maximum  Number  of  Demand  Registrations.   The  Company  is
obligated to effect only two (2) such registrations pursuant to this Section 2.

         2.4      Deferral.  Notwithstanding the foregoing, if the Company shall
furnish  to the  Holders  requesting  the  filing  of a  Registration  Statement
pursuant  to this  Section 2, a  certificate  signed by the  President  or Chief
Executive  Officer of the Company stating that in the good faith judgment of the
board of  directors of the Company,  it would be  seriously  detrimental  to the
Company and its shareholders for such Registration  Statement to be filed and it
is therefore essential to defer the filing of such Registration Statement,  then
the  Company  shall have the right to defer such filing for a period of not more
than sixty (60) days after  receipt of the  request of the  Initiating  Holders;
provided, however, that the Company may not utilize this right more than once in
any twelve (12) month period; and provided further,  that during such sixty (60)
day period the Company shall not file a  registration  statement with respect to
the  public  offering  of  securities  of  the  Company  or  any  other  selling
shareholder.

         2.5      Expenses.  All  Registration  Expenses  incurred in connection
with a registration  pursuant to this Agreement,  shall be borne by the Company.
Each Holder  participating  in a registration  pursuant to this Agreement  shall
bear such Holder's proportionate share (based on the total number of shares sold
in  such  registration  other  than  for  the  account  of the  Company)  of all
discounts,  commissions or other amounts  payable to  Underwriters in connection
with such offering.

3.       Piggyback Registrations.

         3.1      Notice by  Company.  The Company  shall  notify all Holders of
Registrable  Securities in writing at least thirty (30) days prior to filing any
Registration Statement (including,  but not limited to, Registration  Statements
relating to secondary  offerings of  securities  of the Company,  but  excluding
Registration  Statements  relating to any  employee  benefit plan or a corporate
reorganization)  and will afford each such Holder an  opportunity  to include in
such Registration  Statement all or any part of the Registrable  Securities then
held by such Holder.  Each Holder  desiring to include in any such  Registration
Statement  all or any part of the  Registrable  Securities  held by such  Holder
shall, within twenty (20) days after receipt of the above-described  notice from
the Company,  so notify the Company in writing,  and in such notice shall inform
the  Company of the  number of  Registrable  Securities  such  Holder  wishes to
include in such Registration Statement.  The Company thereupon will use its best
efforts as a part of its  filing of such  Registration  Statement  to effect the
registration  under the Securities Act of all Registrable  Securities  which the
Company has been so requested to register by the Holder,  to the extent required
to permit the disposition of the Registrable Securities so to be registered.  If
a  Holder  decides  not to  include  all of its  Registrable  Securities  in any
Registration  Statement  thereafter  filed by the  Company,  such  Holder  shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent Registration Statement or Registration Statements as may be filed
by the Company with respect to offerings of its  securities,  all upon the terms
and conditions set forth herein.



         3.2      Underwriting.  If a  Registration  Statement  under  which the
Company gives notice under this Section 3 is for an underwritten offering,  then
the  Company  shall so advise the  Holders of  Registrable  Securities.  In such
event, the right of any such Holder's Registrable Securities to be included in a
registration  pursuant to this Section 3 shall be conditioned upon such Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders  proposing  to  distribute  their  Registrable  Securities  through such
underwriting  shall enter into an underwriting  agreement in customary form with
the Managing  Underwriter  or  Underwriter(s)  selected  for such  underwriting;
provided   that  any  such   underwriting   agreement   shall  not   impair  the
indemnification rights of the Holders granted under this Agreement; and provided
further,  that the  representations  and  warranties  given  by,  and the  other
agreements  on  the  part  of,  the  Company  to  and  for  the  benefit  of the
Underwriter(s)  shall also be made to and for the benefit of the  Investor;  and
provided further, that the Company shall ensure that no Underwriter(s)  requires
any Holder to make any representations or warranties to, or agreements with, any
Underwriter(s)   in  a  Registration   other  than  customary   representations,
warranties  and agreements  relating to such Holder's  title to the  Registrable
Securities   and   authority   to  enter   into  the   underwriting   agreement.
Notwithstanding  any  other  provision  of  this  Agreement,   if  the  Managing
Underwriter  determine(s)  in  good  faith  that  marketing  factors  require  a
limitation  of the  number  of  shares  to be  underwritten,  then the  Managing
Underwriter(s)  may exclude shares (including  Registrable  Securities) from the
registration and the underwriting, and the number of shares that may be included
in the  registration  and the  underwriting  shall be allocated,  first,  to the
Company,  and  second,  to each of the  Holders  requesting  inclusion  of their
Registrable  Securities in such Registration Statement on a pro rata basis based
on the total number of Registrable  Securities then held by each such Holder. If
any Holder  disapproves of the terms of any such  underwriting,  such Holder may
elect  to  withdraw   therefrom  by  written  notice  to  the  Company  and  the
Underwriter,  delivered at least twenty (20) days prior to the effective date of
the Registration  Statement.  Any Registrable  Securities  excluded or withdrawn
from such  underwriting  shall be excluded and withdrawn from the  registration.
For any Holder that is a  partnership  or  corporation,  the  partners,  retired
partners and  shareholders of such Holder,  or the estates and family members of
any such partners and retired  partners and any trusts for the benefit of any of
the foregoing  persons shall be deemed to be a single "Holder," and any pro rata
reduction with respect to such "Holder" shall be based upon the aggregate amount
of shares  carrying  registration  rights owned by all entities and  individuals
included in such "Holder," as defined in this sentence.

         3.3      Expenses.  All  Registration  Expenses  incurred in connection
with a registration pursuant to this Section 3 shall be borne by the Company.



4.       Registration on Form S-3. With respect to all  Registration  Statements
filed  pursuant to this  Agreement,  the Company  shall use its best  efforts to
qualify for registration on Form S-3 any comparable or successor form or forms.

5.       Obligations   of  the   Company.   Whenever   required  to  effect  the
Registration of any  Registrable  Securities  under this Agreement,  the Company
shall, as expeditiously as reasonably possible:

         5.1      Prepare and file with the SEC a  Registration  Statement  with
respect to such Registrable  Securities and use reasonable,  diligent efforts to
cause such Registration Statement to become effective,  and, upon the request of
the  Holders  of more than fifty  percent  (50%) of the  Registrable  Securities
registered thereunder,  keep such Registration Statement effective for up to one
hundred  eighty  (180) days or, if  earlier,  until the  Holder or Holders  have
completed the distribution related thereto.

         5.2      Prepare and file with the SEC such  amendments and supplements
to such  Registration  Statement and the prospectus used in connection with such
Registration  Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement.

         5.3      Furnish to the Holders such number of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Securities Act and such other documents as they may reasonably  request in order
to facilitate the disposition of the Registrable  Securities  owned by them that
are included in such registration.

         5.4      Otherwise  use its best efforts to comply with the  Securities
Act, the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and
any other applicable rules and regulations of the SEC, and make available to the
securities  holders;  as soon as reasonably  practicable,  an earning  statement
covering the period of at least twelve (12) months after the  effective  date of
such Registration Statement, which earning statement shall satisfy Section 10(a)
of the Securities Act.

         5.5      Use reasonable,  diligent  efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders.



         5.6      In the event of any underwritten  public offering,  enter into
and  perform  its  obligations  under an  underwriting  agreement,  in usual and
customary form, with the Managing Underwriter(s) of such offering.

         5.7      Notify each Holder of Registrable  Securities  covered by such
Registration  Statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such Registration  Statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing, and at the request of each Holder prepare and furnish to such Holder a
reasonable  number of copies of a supplement to or amendment of such  prospectus
as may be necessary so that, as thereafter  delivered to the  purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing.

         5.8      Furnish, at the request of any Holder requesting  registration
of  Registrable  Securities,  on the date that such  Registrable  Securities are
delivered  to the  Underwriters  for sale,  if such  securities  are being  sold
through  Underwriters,  or,  if such  securities  are  not  being  sold  through
Underwriters,  on the date that the Registration  Statement with respect to such
securities  becomes  effective,  (1) an opinion,  dated as of such date,  of the
counsel representing the Company for the purposes of such registration,  in form
and substance as is customarily given to Underwriters in an underwritten  public
offering and  reasonably  satisfactory  to a majority in interest of the Holders
requesting  registration,  addressed  to the  Underwriters,  if any,  and to the
Holders  requesting  registration of Registrable  Securities and (2) a "comfort"
letter dated as of such date, from the independent  certified public accountants
of the Company,  in form and substance as is  customarily  given by  independent
certified public accountants to Underwriters in an underwritten  public offering
and reasonably  satisfactory to a majority in interest of the Holders requesting
registration,  addressed  to the  Underwriters,  if  any,  and  to  the  Holders
requesting registration of Registrable Securities.

         5.9      Use its best efforts to list such  Registrable  Securities  on
each  securities  exchange  on which any equity  security of the Company is then
listed,  if such  securities are already so listed,  or, if the Company does not
have a class of equity securities listed on a United States securities exchange,
apply  for  qualification  and use  its  best  efforts  to  qualify  Registrable
Securities being registered for inclusion on the National Market  System/NASD or
the American Stock Exchange.

6.       Furnish  Information.   It  shall  be  a  condition  precedent  to  the
obligations  of the Company to take any action  pursuant to this  Agreement that
the selling  Holders  shall  furnish to the Company such  information  regarding
themselves,  the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be reasonably required by the Company to
timely effect the registration of their Registrable Securities.




7.       Delay of Registration. No Holder shall have any right to obtain or seek
an injunction  restraining or otherwise  delaying any such  registration  as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

8.       Indemnification.  In the event any Registrable  Securities are included
in a Registration Statement under this Agreement:

         8.1      By the  Company.  To the extent  permitted by law, the Company
will indemnify and hold harmless each Holder, the partners,  officers, directors
and  control  persons  of  each  Holder,  any  Underwriter  (as  defined  in the
Securities  Act) for such Holder and each  person,  if any,  who  controls  such
Holder or  Underwriter  within the meaning of the Securities Act or the Exchange
Act against any losses,  claims,  damages,  or liabilities (joint or several) to
which they may become subject under the Securities  Act, the Exchange Act or any
other  securities  or other law of any  jurisdiction,  common law or  otherwise,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions  or  violations  (collectively,   "Violations"  and,  individually,  a
"Violation"):

                  8.1.1 any untrue  statement or alleged  untrue  statement of a
material  fact  contained in or  incorporated  by reference in any  Registration
Statement,  including any preliminary  prospectus or final prospectus  contained
therein or any amendments or supplements thereto or any document incorporated by
reference therein;

                  8.1.2 the  omission  or alleged  omission  to state  therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or

                  8.1.3 any violation or alleged violation by the Company of the
Securities  Act, the Exchange  Act, or any other  securities or other law of any
jurisdiction,  common law or otherwise,  or any rule or  regulation  promulgated
under the Securities Act, the Exchange Act or any such other laws, in connection
with the offering covered by such Registration  Statement;  and the Company will
reimburse  each such  Holder,  partner,  officer  or  director,  Underwriter  or
controlling person for any legal or other expenses  reasonably incurred by them,
as incurred, in connection with investigating or defending any such loss, claim,
damage,  liability or action;  provided,  however,  that the indemnity agreement
contained in this Section 8 shall not apply to amounts paid in settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by  such  Holder,  partner,  officer,  director,   Underwriter  or
controlling person of such Holder.  Notwithstanding  the foregoing,  the Company
shall not be required to  indemnify or hold  harmless any Holder  insofar as any
Violation  arises out of or is based on information  furnished in writing to the
Company by or on behalf of that Holder




         8.2      By Selling  Holders.  To the  extent  permitted  by law,  each
selling Holder,  severally and not jointly, will indemnify and hold harmless the
Company,  each of its  directors,  each of its  officers  who  have  signed  the
Registration Statement, each person, if any, who controls the Company within the
meaning of the  Securities  Act, any  Underwriter  and any other Holder  selling
securities  under such  Registration  Statement  or any of such  other  Holder's
partners,  directors or officers or any person who controls  such Holder  within
the  meaning of the  Securities  Act or the  Exchange  Act,  against any losses,
claims,  damages or  liabilities  (joint or several) to which the Company or any
such director,  officer,  controlling person,  Underwriter or other such Holder,
partner or  director,  officer or  controlling  person of such other  Holder may
become  subject  under  the  Securities  Act,  the  Exchange  Act or  any  other
securities or other law of any jurisdiction, common law or otherwise, insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereto)
arise out of or are based upon any  Violation,  in each case to the extent  (and
only  to the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
conformity with written  information  furnished by such Holder expressly for use
in connection  with such  registration;  and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer,  controlling  person,  Underwriter or other Holder,  partner,  officer,
director  or  controlling  person  of  such  other  Holder  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity  agreement contained in this Section 8.2
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Holder, which consent shall not be unreasonably withheld.

         8.3      Promptly  after  receipt by an  indemnified  party  under this
Section  8  of  notice  of  the  commencement  of  any  action   (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made  against any  indemnifying  party under this Section 8, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  conflict of interests between such indemnified party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any such action shall  relieve such  indemnifying  party of its
liability  to the  indemnified  party  under  this  Section 8 only if and to the
extent it is prejudicial to its ability to defend such action,  and the omission
to so deliver  written notice to the  indemnifying  party will not relieve it of
any liability  that it may have to any  indemnified  party  otherwise than under
this Section 8. In no event shall any indemnity  under this Section 8 exceed the
net  proceeds  received by such Holder in the  registered  offering out of which
such violation arises.




         8.4      Defect Eliminated in Final Prospectus. The foregoing indemnity
agreements  of the Company and the  Holders are subject to the  condition  that,
insofar as they relate to any  Violation  made in a preliminary  prospectus  but
eliminated  or remedied in the  amended  prospectus  on file with the SEC at the
time the  Registration  Statement in question  becomes  effective or the amended
prospectus  filed  with  the  SEC  pursuant  to  SEC  Rule  424(b)  (the  "Final
Prospectus"),  such  indemnity  agreement  shall not inure to the benefit of any
person if a copy of the Final Prospectus was furnished to the indemnified  party
and 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.

         8.5.     Contribution.  In order  to  provide  for  just and  equitable
contribution  to joint  liability under the Securities Act, in any case in which
either (1) any Holder exercising rights under this Agreement, or any controlling
person of any such Holder, makes a claim for indemnification pursuant to Section
8 but it is judicially determined (by the entry of a final judgment or decree by
a court of competent  jurisdiction  and the  expiration of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced  in such case  notwithstanding  the fact that  Section 8  provides  for
indemnification  in such case, or (2) contribution  under the Securities Act may
be  required  on the part of any such  selling  Holder  or any such  controlling
person in circumstances for which  indemnification  is provided under Section 8;
then, and in each such case, the Company and such Holder will  contribute to the
aggregate  losses,  claims,  damages or liabilities to which they may be subject
(after  contribution  from  others) in such  proportion  so that such  Holder is
responsible  for the  portion  represented  by the  percentage  that the  public
offering  price of its  Registrable  Securities  offered  by and sold  under the
Registration  Statement  bears to the public  offering  price of all  securities
offered by and sold under such Registration Statement, and the Company and other
selling Holders are responsible for the remaining  portion;  provided,  however,
that, in any such case,  (A) no such Holder will be required to  contribute  any
amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such Registration Statement; and (B)
no person or entity guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities  Act) will be entitled to  contribution  from
any person or entity who was not guilty of such fraudulent misrepresentation.

         8.6      Survival;  Release. The obligations of the Company and Holders
under this Section 8 shall survive the completion of any offering of Registrable
Securities in a Registration Statement, and otherwise. 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 admits fault on behalf of the indemnified  party or 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.

9.       Termination  of the  Company's  Obligations.  The Company shall have no
obligations  pursuant  to this  Agreement  with  respect  to (a) any  request or
requests for registration  made by any Holder pursuant to Section 2 or 3 of this
Agreement on a date more than ten (10) years after the date of this Agreement or
(b) any Registrable Securities proposed to be sold by a Holder in a registration
pursuant to this  Agreement  if, in the opinion of counsel to the  Company,  all
such Registrable  Securities proposed to be sold by a Holder may be sold without
registration  under  the  Securities  Act  pursuant  to Rule  144(k)  under  the
Securities Act.




10.      Rule 144 Reporting.  With a view to making available to the Holders the
benefits of certain rules and  regulations  of the SEC which may permit the sale
of the Registrable  Securities to the public without  registration,  the Company
agrees to use its best efforts to:

         10.1     commencing on the date of this Agreement, make and keep public
information available, as those terms are understood and defined in SEC Rule 144
or any similar or analogous rule  promulgated  under the Securities  Act, at all
times after the effective  date of the first  registration  filed by the Company
for an offering of its securities to the general public;

         10.2.    File with the SEC, in a timely  manner,  all reports and other
documents required of the Company under the Exchange Act;

         10.3     So long as a Holder owns any Registrable  Securities,  furnish
to such Holder forthwith upon request:  a written statement by the Company as to
its  compliance  with  the  reporting  requirements  of  said  Rule  144  of the
Securities Act, and of 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  as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing it to sell any such securities without registration.

11.      General Provisions

         11.1     Notices. Any and all notices required or permitted to be given
to a party  pursuant to the  provisions of this Agreement will be in writing and
will be effective and deemed to provide such party sufficient  notice under this
Agreement  on the  earliest  of the  following:  (i) at  the  time  of  personal
delivery,  if  delivery  is in  person;  (ii)  at the  time of  transmission  by
facsimile, addressed to the other party at its facsimile number specified herein
(or  hereafter  modified  by  subsequent  notice to the  parties  hereto),  with
confirmation  of receipt made by both telephone and printed  confirmation  sheet
verifying successful  transmission of the facsimile;  (iii) one (1) business day
after deposit with an express overnight courier for deliveries within a country,
or three (3) business  days after such deposit for  international  deliveries or
(iv) three (3) business  days after  deposit in mail by  certified  mail (return
receipt requested) or equivalent for deliveries within a country.




         All notices for international  delivery will be sent by facsimile or by
express  courier.  All notices not delivered  personally or by facsimile will be
sent with postage  and/or other  charges  prepaid and properly  addressed to the
party to be notified  at the  address or  facsimile  number  indicated  for such
party:

         in the case of the Company, at

         TALRAM CORPORATION
         c/o L.R. Investment Holdings, Ltd.
         c/o Harney Westwood & Riegels
         Craigmuir Chambers
         P.O. Box 71, Road Town
         Tortola
         British Virgin Islands

         If to RHOHAN or DOUBLE UNITY:

         Rhohan Holdings Limited
         Mr. Li Yun Gao, Chairman
         C/O 4009 Gloucester Tower
         11 Pedder Street
         Central Hong Kong

or at such other  address or facsimile  number as such other party may designate
by giving ten (10) days advance  written notice by one of the indicated means of
notice herein to the other party hereto.  Notices by facsimile  shall be machine
verified as received.

         Any party hereto (and such party's permitted  assigns) may by notice so
given change its address for future notices hereunder. Notice shall conclusively
be deemed to have been given in the manner set forth above.

         11.2 Entire  Agreement.  This  Agreement  constitutes  and contains the
entire  agreement and  understanding  of the parties with respect to the subject
matter hereof and  supersedes  any and all prior  negotiations,  correspondence,
agreements, understandings, duties or obligations between the parties respecting
the subject matter hereof.

         11.3 Governing Law;  Jurisdiction.  This Agreement shall be governed by
and construed  exclusively in accordance  with the internal laws of the State of
New York,  without  giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction  other than the internal laws of the
State of New York to the rights and duties of the  parties.  The parties  hereto
consent to the non-exclusive jurisdiction of any New York State or Federal court
sitting in the City of New York and any appellate  court from any thereof in any
action or proceeding arising out of or relating to this Agreement.

         11.4 Severability. If one or more provisions of this Agreement are held
to be  unenforceable  under  applicable  law,  then such  provision(s)  shall be
excluded  from  this  Agreement  and the  balance  of this  Agreement  shall  be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

         11.5  Delays or  Omissions.  It is agreed  that no delay or omission to
exercise any right,  power, or remedy  accruing to any Holder,  upon any breach,
default or  noncompliance  of the Company under this Agreement  shall impair any
such right,  power,  or remedy,  nor shall it be construed to be a waiver of any
such breach,  default or noncompliance,  or any acquiescence  therein, or of any



similar breach,  default or noncompliance  thereafter  occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any  waiver  on such  Holder's  part of any  provisions  or  conditions  of this
Agreement  must  be in  writing  and  shall  be  effective  only  to the  extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not
alternative.

         11.6     Parties.  Nothing in this  Agreement,  express or implied,  is
intended  to confer upon any  person,  other than the  parties  hereto and their
successors  and  assigns,  any  rights  or  remedies  under or by reason of this
Agreement.

         11.7     Successors And Assigns. The provisions of this Agreement shall
inure to the benefit of, and shall be binding upon, the successors and permitted
assigns  of the  parties  hereto,  except  that the  Company  may not  assign or
transfer any of its rights or obligations under this Agreement.

         11.8     Captions. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.

         11.9     Counterparts.  This Agreement may be executed in counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

         11.10    Costs And Attorneys' Fees. In the event that any action,  suit
or other  proceeding is  instituted by any party hereto  against any other party
hereto   concerning  or  arising  out  of  this  Agreement  or  any  transaction
contemplated  hereunder,  the prevailing party shall recover all of such party's
costs  and  attorneys'  fees  incurred  in  each  such  action,  suit  or  other
proceeding, including any and all appeals or petitions therefrom.

         11.11    Adjustments for Share Splits,  Etc. Wherever in this Agreement
there is a reference to a specific number of Ordinary Shares or preferred shares
of the  Company  of any  class  or  series,  then,  upon the  occurrence  of any
subdivision,  combination  or share  dividend of such class or series of shares,
the  specific   number  of  shares  so  referenced  in  this   Agreement   shall
automatically  be   proportionally   adjusted  to  reflect  the  affect  on  the
outstanding  shares of such  class or  series  of  shares  by such  subdivision,
combination or share dividend.

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

TALRAM CORPORATION


By:______________________

DOUBLE UNITY INVESTMENTS LIMITED


By:________________________