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                           THE JOINT VENTURE CONTRACT


                        (AVIC GROUP INTERNATIONAL, INC.,
                        HEBEI UNITED TELECOMMUNICATIONS
                          DEVELOPMENT CO. AND BEIJING
                         CATCH COMMUNICATION GROUP CO.)


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CHAPTER 1:  PRINCIPLE

Hebei United Telecommunications Equipment Company is a domestic Joint Venture
Company formed by Hebei United Telecommunications Development Company and
Beijing CATCH Communication Group Co.  Its address is 2 Jichang Road,
Shijiazhuang, Hebei Province.  The total registered capital is RMB 5 million, in
which Hebei United Development Company invests RMB 0.75 million (15%) and
Beijing CATCH invests RMB 4.25 million (85%).

AVIC Group International, Inc., ("Party A"), Hebei United Telecommunications
Development Company ("Party B" and Beijing CATCH Communication Group, Co.
("Party C") wants to jointly set up a Sino-foreign Joint Venture Company.

Therefore, subject to the principle of fair profit sharing and cooperation for
development, and pursuant to the Law of PRC on Sino-Foreign Joint Venture
("Joint Venture Law") and the Implementation Regulation of the PRC on
Sino-Foreign Joint Ventures ("JV Implementation Regulation") and other relevant
Chinese regulations and laws, the above three parties agree to jointly set up a
Sino-Foreign Joint Venture Company in Shijiazhuang, Hebei Province.  The
contract has been signed on _________, 1996 in Shijiazhuang.

CHAPTER 2: JOINT VENTURE PARTIES

1.   THE JOINT VENTURE PARTIES

     1.1  Party A:
          Name:  AVIC Group International, Inc.
          Organization: A public company incorporated in the
                        State of Colorado of United States
          Address:  599 Lexington Avenue, 44th Floor
                    New York, NY 10022
                    U. S. A.
          Legal Representative:  Joseph R. Wright, Jr.
          Position:  Chairman, Chief Executive Officer and
                     President
          Nationality: American

          Party B:
          Name: Hebei United Telecommunications
                Development Co. Ltd.
          Organization: A limited liability corporation
                        established in People's Republic of


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                    China in accordance with the Chinese Laws
          Address:  2 Jichang Road
                    Shijiazhuang, Hebei Province
                    The People's Republic of China
          Legal Representative: Ye Yunyun
          Position:   Chairman
          Nationality: Chinese

          Party C:
          Name:  Beijing CATCH Communication Group Co.
          Organization:  A corporation owned by the people
                         established in People's Republic of
                         China in accordance with the Chinese Laws
          Address: No. 5 Da Ni Wan, Hia Dian District
                   Beijing
                   The People's Republic of China
          Legal Representative: Ma Yuhe
          Position: Chairman
          Nationality: Chinese


2.   LEGAL ABILITY

     2.1  Party A, B and C guarantee the following:

          (1). Party A is legally formed in New York, U. S. A.  Party B is
               legally established in Hebei Province, the People's Republic of
               China.  Party C is legally established in Beijing, the People's
               Republic of China

          (2). Party A, B and C have the complete right to negotiate and
               fulfill the responsibilities and obligations set out in this
               Contract.

          (3). The signatories of Party A, B and C have the right appointed by
               both parties to execute this contract.

CHAPTER 3: ESTABLISHMENT OF THE JOINT VENTURE COMPANY

3.   ESTABLISHMENT OF THE JOINT VENTURE COMPANY

     3.1  Party A, B and C agree to form and incorporate a Sino-Foreign
          Joint Venture Company with limited liability ("The Joint Venture
          Company") in the PRC


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          on the terms and conditions approved by certain authorities.  The
          Joint Venture Company will be established under the Joint Venture Law
          and the Joint Venture Implementation Regulations.  All important
          decisions and documents related to the Joint Venture business shall be
          approved by the Joint Venture Company first before submitting to the
          relevant authority for approval.


4.   THE JOINT VENTURE COMPANY

     4.1    The Name of the Joint Venture Company

            The Chinese name of the Joint Venture Company shall be
            ____________________________.  The English name of the Joint Venture
            Company shall be Hebei United Telecommunications Engineering Co.
            Limited.  The legal location of the Joint Venture Company is 80
            Hongqi Street, Shijiazhuang, Hebei Province, PRC.

            The Joint Venture Company must be registered at Industry and
            Commerce Administration and Management Bureau.

     4.2    None Joint Venture party can use its parent company and other
            related company's trademark and logo without a written agreement
            from other Joint Venture parties.

5.   LAW

     5.1    The Joint Venture Company's activities in China must fully
            comply with all the relevant laws, regulations in China and the
            provisions set out in this contract.

6.   ORGANIZATION:

     6.1    The Joint Venture Company will be a limited liability company for
            the purpose of the Company Law of the PRC.  All parties shall 
            undertake the liability of the Joint Venture Company subject
            to its investment amount.  All parties agree that the Joint Venture
            Company's investment will be a full risk investment negotiated as
            part of a joint business exercise designed to share both risks,
            rewards and loses based on its share ownership ratio in the
            registered capital between the partners.


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CHAPTER 4: BUSINESS OBJECTIVE AND SCOPE

7.   BUSINESS OBJECTIVE OF THE JOINT VENTURE COMPANY

     7.1    All parties agree that the business objectives of the Joint Venture
            Company are to participate in the construction and installation of
            Hebei GSM digital telecommunications project and other post and
            telecommunications projects; to strengthen in business cooperation
            and technology development and exchange; to apply advanced
            telecommunications technology and efficient management skills; to
            improve technical standard of telecommunications industry and
            relating services; and to reach both economic and social goals that
            are satisfactory to all parties.

8.   THE SCOPE OF THE JOINT VENTURE COMPANY

     8.1    The Joint Venture Company agrees to provide the following services:
            construction and installation of the telecommunications
            projects; upgrade technology of existing systems and other related
            network projects; providing technical consultation, maintenance,
            services and other related businesses.

CHAPTER 5. TOTAL INVESTMENT CAPITAL, REGISTERED CAPITAL, AND SHARE RATIO OF THE
JOINT VENTURE PARTNERS

9.   TOTAL INVESTMENT CAPITAL AND REGISTERED CAPITAL

     9.1    The total investment capital of the Joint Venture Company will be
            US$ 6 million.

     9.2    The registered capital of the Joint Venture Company will be US$3
            million.

10.  SHARE RATIO

     Party A, B and C will provide US$ 3 million as the Joint Venture Company's
     registered capital, in which:

     10.1   Party A will contribute US$1.824 million (60.8%).  Party B will
            invest US$0.90 million (30%)and Party C will invest US$0.276 million
            (9.2%).

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            The capital payment responsibility of each Joint Venture party will
            be equal to their capital contribution.

11.  THE AMOUNT AND TERM OF THE CAPITAL PAYMENT

     11.1   All parties shall infuse capital in accordance with the following
            method after obtaining a Joint Venture Company Business License
            ("Business License") from the state industry and commerce
            administration authority:

            Party A:     US$930,000.00 shall be wired to the Joint Venture
                         account within 30 days after getting the business
                         license.  The rest (US$894,000.00) shall be wired to
                         the account within 3-6 months after getting the
                         business license.

            Party B:     The total amount shall be wired to the account within
                         30 days after getting the business license.

            Party C:     The total amount shall be wired to the account within
                         30 days after getting the business license.

     11.2   The investment amount shall be wired to the Joint Venture bank
            account according to clause 42 listed in this contract.

12.  CERTIFICATE OF INVESTMENT

     12.1   The investment payment from Party A, B and C shall be certified by a
            registered public accountant.  After receiving a satisfactory
            certificate recording such investment, the Joint Venture Company
            will issue the Certificate of Investment, including the amount and
            share ownership of the registered capital, signed by the Chairman
            and Vice Chairman of the Joint Venture Company to Party A, B and C.

13.  THE USAGE OF THE INVESTMENT

     13.1   None of Party A, Party B, Party C or any other parties have the
            right to use the investment capital infused to the bank account
            according to Clause 11.2 without the Board's decision of how to use
            such investment.  However, the funds which



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            will be used during the Joint Venture preparation period shall be
            paid by the Joint Venture Company subject to the approvals from all
            Parties.

14.  TRANSFER OF CAPITAL

     14.1   Except for Clause 14.3, Party A, B or C may, as either Party wishes
            transfer, in whole or part, its shares of the Joint Venture
            Company to other Party with prior written notice to the other
            Parties and approval from the relevant authorities.  Party A, B or C
            shall make the decision within 90 days of receiving the written
            notice.

     14.2   If either Party A, B or C wishes to transfer its whole or partial
            shares, such Party shall first offer the share to the other
            Party of the Joint Venture Company for purchase.  The other Party
            shall submit a written notice to declare its decision of purchasing
            those shares within 90 days.  If the other Party does not submit its
            decision within 120 days, or this Party has first offered partial
            share to the other Party of the Joint Venture Company, any
            unsubscribed shares may then be offered to a third Party at a price
            not less than the price offered to the other Joint Venture Party.

     14.3   All Parties may transfer its whole or partial shareholding to
            their parent companies or their subsidiaries during the term of
            this Contract in accordance with Clause 47.  However, the relevant
            government approvals must be submitted to execute such transfer.

     14.4   After the Party transferring its whole or partial shares to a
            third Party, such third Party shall abide by the terms of this
            Contract and perform and discharge all of its obligations of this
            Contract and share its rights as well.  In addition, certain
            provisions in this contract shall be revised pursuant to the change
            in the shareholding ratio.

     14.5   The transfer will not be effective if one of the Parties
            violates any provisions set out in this contract.

15.  THE INCREASE OF THE REGISTERED CAPITAL

     15.1 The registered capital (Clause 9) may be increased


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            from time to time subject to approval of the Board of Directors of
            the Joint Venture Company.  The contribution from all parties to
            increase the registered capital pursuant to Clause 10 of this
            Contract shall be pro rata in accordance with the share ratio of
            each Party at the time of such capital increase.  If one Party
            declines to increase the registered capital, the other Party then
            has the priority to increase the whole or a portion of the amount of
            the increase in registered capital which is rejected by the other
            Party.  The obligations of each Party shall also be adjusted
            pursuant to the new share ownership ratio. In addition, Party A, B
            and C have the right to ask the other Party to increase the
            registered capital upon receipt of a written agreement between the
            Joint Venture parties and subject to obtaining the relevant PRC
            governmental approvals.

16.  MORTGAGE:

     16.1   Party A, B and C shall not use their portion of the Joint
            Venture Company's investment capital as any kind of mortgage or
            guarantee.

CHAPTER 6: RESPONSIBILITIES OF ALL PARTIES

17.  RESPONSIBILITIES OF PARTY A, B AND C:

     17.1   The parties shall contribute, where necessary in accordance with
            the Joint Venture Company's Business Plan and upon such terms and
            conditions as may be agreed with the Joint Venture Company, to the
            general business development of the Joint Venture Company by
            fulfilling the following responsibilities:

            A. Party B and C shall:

               (1). Provide the registered capital based on the share ratio
                    pursuant to Clause 11 of this Contract.

               (2). Assist the Joint Venture Company in its fund raising, and
                    to obtain investment capital at favorable terms and
                    conditions.

               (3). Provide necessary assistance to exchange


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                    foreign currency to RMB or to exchange RMB to foreign
                    currency.

               (4). Obtain all necessary approvals and permits from the 
                    competent authorities of the PRC, including, 
                    establishment and registration of the Joint Venture 
                    Company, and all other approvals or permits necessary for 
                    the proper conduct of the Joint Venture Company's 
                    business and endeavor to obtain preferential treatment 
                    for the Joint Venture Company.

               (5). Assist in the construction of public utilities, such as 
                    water, electricity and gas, the connection of the 
                    telephone and fax lines and provide the material 
                    transportation.

               (6). Purchase and rent the required equipment, machinery, raw 
                    material, cars, communication equipment and others which 
                    shall be bought in China in accordance with the agreement 
                    by both parties.

               (7). Assist the Joint Venture Company with customs clearance
                    for import and export of equipment and products and obtain
                    entry permits, visas, work permits, travel permits and all
                    other approvals for expatriate personnel of the Joint
                    Venture Company and obtain suitable accommodation for
                    expatriate personnel.

               (8). Provide necessary assistance for recruiting executives,
                    technicians, workers and other employees in China.  In
                    addition, it shall help its employees to settle their
                    accommodation if necessary.

               (9). Provide the information of China market to the Joint Venture
                    Company and develop a domestic market for the Joint Venture
                    Company.

               (10).Provide documents and information relating to the 
                    Chinese economy, investment and marketing and also 
                    relevant documents relating to Chinese policy, law,

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                     regulation, tax system, accounting system and others.

               (11). Obtain all necessary approvals, registration and 
                     licenses from the competent Chinese authorities 
                     required for the establishment of the Joint Venture 
                     Company.

               (12). Obtain the approvals for the Joint Venture Company to
                     use land from the Land Administration Authority.

               (13). Organize the construction and design of the Joint 
                     Venture Company building.

               (14). Handle all other matters appointed by the Joint Venture 
                     Company and agreed to by Party A.

          B.   Party A shall:

               (1). Provide the registered capital based on share ratio 
                    according to Clause 11 set up in this Contract.

               (2). Assist the fund raising for the telecommunications
                    projects confirmed and approved by all parties of the Joint
                    Venture Company outside China and guarantee that the money
                    be transferred to the Joint Venture account pursuant to the
                    Business Plan. The interest rate of such fund shall not be
                    too high and loan provided by Party A to the Joint Venture
                    Company shall not be at usurious rates.

               (3). Obtain all necessary approvals and permits from the
                    competent authorities in the United States required for the
                    establishment of the Joint Venture Company.

               (4). Purchase and rent the necessary equipment, machines,
                    materials, cars, communication and office equipment which
                    shall be purchased abroad by Party A and agreed by all
                    Parties.

               (5). Assist the Joint Venture Company with


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                    customs clearance for import/export of equipment and
                    products (including all necessary export permits), obtain
                    entry permits, visas, work permits, travel permits and all
                    other approvals for expatriate personnel of the Joint
                    Venture Company and obtain suitable accommodation for
                    expatriate personnel.

               (6). Provide necessary assistance for recruiting foreign
                    executives, technicians and other employees in a method
                    agreed by the President.

               (7). Provide the documents and information relating to the
                    American economy, investment and marketing, and also the
                    relevant documents about American policy, law, rules, tax
                    system, accounting system, etc.

               (8). Provide advanced technology to the Joint Venture Company
                    and appoint its technicians to support the Joint Venture
                    Company's projects.

               (9). Provide technical training for the Joint Venture Company's
                    employees in accordance with the technical training
                    contract signed by the Joint Venture Company and
                    Party A.

               (10).Handle all other matters appointed by the Joint Venture
                    Company and agreed by Party A.

CHAPTER 7: TECHNICAL ASSISTANCE

18. TECHNICAL SERVICE

     18.1 When it is necessary, the Joint Venture Company has the right to
          enter into a Technology Service Agreement with Party A or any other
          Parties based on the agreement of all parties.

19. CONFIDENTIALITY

     19.1 It is agreed that all information generated


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          pursuant to the terms of this Contract is confidential and neither
          Party shall, except with the written consent of the other Party,
          disclose or release such information to any third Party.

     19.2 Party A, B and C shall ask their executives and all other employees
          to understand the importance of confidentiality for the Company.
          All employees shall sign the Confidentiality Agreement when they
          join the Joint Venture Company.

CHAPTER 8: PURCHASE OF EQUIPMENT AND MATERIAL

20. PURCHASE OF RAW MATERIALS, EQUIPMENT AND MACHINES

     20.1 The Joint Venture Company shall determine if the necessary
          equipment, materials, fuel, transportation equipment and office
          equipment shall be purchased in China or abroad.  However, if the
          quality, quantity, performance, delivery, and after-sale service
          of a foreign product are comparable to a Chinese product, the Joint
          Venture shall first consider purchasing the product in China.  If
          Party A has to purchase equipment abroad for the Joint Venture
          Company, Party B and C shall be involved in such purchasing if
          necessary.

CHAPTER 9: BOARD OF DIRECTORS

21.  OBLIGATIONS OF BOARD OF DIRECTORS

     21.1 The Board of Directors of the Joint Venture Company is the
          authoritative organ of the Joint Venture Company and shall be fully
          responsible for the entire business of the Joint Venture Company.

22.  ESTABLISHMENT OF THE BOARD OF DIRECTORS

     22.1 The Joint Venture Company's Board of Directors will be established
          on the day a Business License is granted to the Joint Venture
          Company.

23.  COMPOSITION OF THE BOARD AND THE TERM OF EACH DIRECTOR

     23.1 The Board of Directors shall consist initially of Seven (7) members,
          one (1) Chairman and one (1) Vice Chairman.  Four (4) Directors will
          be appointed by Party A, and three (3) Directors will be appointed by
          Party B.  The Chairman of the Board

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          shall be appointed by Party B.  The Vice Chairman shall be appointed
          by Party A.  The term of the Chairman,  Vice Chairman and directors
          shall be three years and these positions may be re-appointed
          consecutively if necessary.  The term of the Chairman and Vice
          Chairman shall begin from the date a Business License is granted to
          the Joint Venture Company to the closing date of the Board meeting
          which will discuss the financial statement for the 4th fiscal year
          of the Joint Venture Company.  During the term of the directors, if
          such matters as death, resignation, retirement or inability to
          fulfill the job occurs, the Party who appoints such director shall
          select a replacement as soon as possible.  The replacement director
          shall serve out the term of his predecessor.

     23.2 If one Party wants to change the director, a written notice shall be
          submitted to the BOD meeting within 30 days.

     23.3 The Chairman, Vice Chairman and directors will receive no salary from
          the Joint Venture Company.  If any of the Chairman, Vice Chairman or
          directors hold the titles of the President, Executive Vice President
          or Vice President of the Joint Venture Company, they shall receive
          compensation from the Joint Venture Company for fulfilling the duties
          of these executive positions, but no extra money shall be paid to
          them for their directorships.

24.  BOARD:

     24.1 The Board shall be responsible for formulating and implementing the
          general policy of the Joint Venture Company.  If any decision of the
          Board of Directors is in compliance with applicable Chinese laws,
          then no third Party shall be involved in such decision.

     24.2 The Chairman is the legal representative of the Joint Venture 
          Company.  If the Chairman can not fulfill his obligations for some
          reason, the Vice Chairman or another director shall temporarily
          assume his responsibilities.

25. BOARD MEETING

     25.1 Board meetings shall be held at the Joint Venture


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          Company's offices at least once a year and shall be hosted by the
          Chairman. Meetings of the Board of Directors may  be held at other
          locations subject to the agreement of Chairman and the Vice Chairman.
          If more than two directors submit  a written notice to the Chairman
          and suggest the Chairman to issue a written notice for a temporary
          Board meeting 30 days before a scheduled Board meeting, the Chairman
          must agree to hold such temporary Board meeting.  However, any
          proposals within 30 days before the Board meeting will be valid upon
          the agreement  of all directors.

     25.2 A written notice with details of agenda and papers supporting the
          items on the agenda shall be given to all directors 30 days before
          the Board meeting.  Upon receipt of the agenda and prior to the
          meeting, the directors may consult with each other on any items on
          the agenda.

     25.3 If 2/3 of the directors attend the Board meeting, such Board meeting
          shall be considered as legally effective.  If one director can not
          be in the meeting for some reason, he can appoint his representative
          to attend the meeting with a written notice, and his representative
          shall have the same right to vote the decisions of the Board
          meeting.  If a decision is made at a Board meeting with insufficient
          director attendance, such decision shall have no legal force.

     25.4 All costs associated with attending Board meetings by director,
          including travel and accommodations and all costs incurred by
          Directors in attending to the business of the Joint Venture Company
          shall be reimbursed by the Joint Venture Company.

     25.5 All minutes of the meetings of the Board of Directors shall be
          prepared and recorded in the English and Chinese languages and shall
          be signed by the directors and its representatives who attend the
          Board meeting.  The original copy shall be kept in the Joint Venture
          Company until the Company dismisses.  The copy of the minutes shall
          be sent to Party A and Party B.  If there is any difference between
          the two versions, the Chinese version shall be taken as the ruling
          version.

26. RESOLUTIONS OF THE BOARD OF DIRECTORS


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     26.1 Except for clause 26.2 and 26.3, a Board of Directors resolution will
          become effective upon receiving approval from 1/2 of the directors
          present at any meeting.

     26.2 The following matters require approval from at least 2/3 of the
          directors in attendance at any meeting to become effective:

          (1).  Approval of the long-term, medium-term and annual business
                plan, equipment investment, product sales and employment
                arrangements, etc.

          (2).  Decisions on the changes of annual budget plan, payment of any
                expenditure in excess of the amount approved in the budget and
                payment of liabilities.  However, if the budget amount is less
                than RMB1 million and not over 20% of the budget plan, or if
                the budget amount is over RMB1 million and not over RMB500,000,
                President and Vice President can make the decision without any
                restriction but must report to the Board afterwards.

          (3).  Approval of the annual business plan, financial report and
                annual budget plan.

          (4).  The declaration or payment of any profits or dividend
                distribution to the shareholders.

          (5).  Approval to raise investment capital.

          (6).  The approval of the annual or semi-annual financial report.

          (7).  Approval of significant changes in the Joint Venture Company's
                management organizational structure.

          (8).  Any significant changes on the Board's regulation, accounting
                system, operation expenses, cash control regulation or any
                other Joint Venture internal regulations.

          (9).  Any changes in Employment Contracts and the Employee's
                Handbook.

          (10). Any decisions regarding the salary, 


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                welfare and reward of the President, the Vice President, Joint
                Venture Company Executives and other employees.

          (11). The appointment or dismissal of the Joint Venture Company's
                President, Executive Vice President, Vice President or CFO.

          (12). Any capital transfer from other business entities.

          (13). Manage and transfer of the Joint Venture Company's partial or
                total capital.  Set up the Joint Venture Company's mortgage
                right and guarantee right.

          (14). Establishment or dissolution of any branch company, subsidiary
                or agency of the Joint Venture Company.

          (15). Approval of any investment, loan or guarantee of $100,000 or
                greater.

     26.3  The following matters require unanimous approval from the Board of
           Directors present at any meeting:

           (1). Any change in the Joint Venture Company's Articles of
                Incorporation.

           (2). Any increase or decrease in the registered capital.

           (3). Any merger with other business entities.

           (4). Dissolution of the Joint Venture Company except as set forth in
                Clause 48 and 51 of this Joint Venture Contract.

           (5). Setting up the asset mortgage right of the Joint Venture
                Company.

27. WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS

     27.1  Written resolutions of the Board of Directors shall become effective
           if approved by all directors.  The directors have the right to
           approve, object or abstain from any Board resolution.

CHAPTER 10. MANAGEMENT ADMINISTRATION ORGANIZATION


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28. PRESIDENT AND VICE PRESIDENT

     28.1  A management administration organization shall be set up under the
           supervision of the Board, and such organization shall handle the
           day-to-day operation of the Joint Venture Company.

     28.2  The management shall consist one President, and one Vice
           Presidents. The Board of Directors shall decide the appointment of
           President and Vice President of the Joint Venture Company.

     28.3  The term of the President and Vice President shall be three  years.
           Reappointment of each position will be available. If the management
           changes during the term of the position, the replacement shall serve
           out the term of his predecessor

29. THE OBLIGATION OF PRESIDENT OF THE JOINT VENTURE COMPANY

     29.1  In addition to the day-to-day management of the Joint Venture
           Company, President shall fulfill the following responsibilities:

           (1). To make long-term and annual Business Plan of equipment
                investment, product sales and employee arrangement, and submit
                such plans to the Board.  President shall execute the Board's
                resolution on all above-mentioned items.

           (2). President shall be responsible for the presentation of the
                Business Plan, Budget Plan and financial review for each
                succeeding financial year for approval and adoption by the
                Board meeting.

           (3). To make capital collection, distribution and investment plan
                and submit such plan to the Board meeting.

           (4). To make quarterly and yearly financial report and submit it to
                the relevant authority upon receiving the approval from Board
                meeting.  If it is urgent, the Board approval can be received
                after submitting to the authority.

           (5). To set up management structure and submit to the Board meeting
                for approval.


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           (6). To appoint senior executive positions in the Joint Venture
                Company.

           (7). To set up the  regulations of the Board meeting, accounting
                system, expense budget, cash management and all other internal
                regulations of the Joint Venture Company, and submit to the
                Board meeting for approval.

           (8). To make Employment Contract and other regulations regarding
                the employment of the Joint Venture Company and submit to the
                Board meeting for approval.

           (9). To formulate the salary of the Company's executives and other
                employees, including welfare and reward, and submit to the
                Board meeting for approval.

           (10).To appoint and dismiss the employees except for President, Vice
                President and CFO.

           (11).To set up the plans to establish and dismiss the Joint Venture
                Company's branch company, subsidiary and other agency.

           (12).To purchase of the property within certain expense limit
                approved by the Board meeting.

           (13).To sign the contract with a third Party within his job
                responsibilities.

           (14).The other responsibilities and obligations appointed by the
                Board meeting.

     29.2  Vice President can be concurrently the head of each different
           department except for its daily job to assist President of the
           Joint Venture Company.  If President can not fulfill his obligations
           for some reason, Vice president shall take his responsibilities
           temporarily.

     29.3  President and Executive Vice President shall work closely on the
           important decisions of the Joint Venture Company.  If a disagreement
           occurs, President has the right to select the final decision.

30. THE CONCURRENT POSITION OF THE COMPANY EXECUTIVES


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     30.1  President, Vice President and other senior executives shall not take
           the other executive positions in any other business companies
           concurrently.  In addition, they shall not be involved in any other
           activities with any other companies or organizations which have the
           similar business.

31. BRIBES, CORRUPTION AND OTHER INAPPROPRIATE ACTIVITIES

     31.1  The Board has the right to dismiss President, Vice President and CFO
           at any time if their inappropriate activities have been found.  For
           the Joint Venture Company employees, President has the right to
           dismiss them if their inappropriate activities have been found.

CHAPTER 11. LABOR MANAGEMENT

32. THE MANAGEMENT OF EMPLOYEE AND WORKERS

     32.1  The rules concerning employment, recruitment, dismissal of employees
           of the Joint Venture Company and their salary, welfare, benefits,
           labor insurance, labor protection, labor discipline and other
           matters shall be specified by the Board of Directors in accordance
           with the "Regulations of the PRC Labor Management in Foreign
           Investment Enterprises" and its implementation rules.

33. EMPLOYMENT CONTRACT

     33.1  The Joint Venture Company shall sign the contract with the Joint
           Venture Union and individual employees.  The Employment Contract
           shall include the salary, welfare, benefit, labor insurance, labor
           protection, labor discipline, dismissal, reward and job description,
           etc.  The copies of such contract shall be submitted to local labor
           administration department for file.

     33.2  The salary of the Joint Venture employees will be under the
           principle of "same position same payment".  Under such principle,
           the salary and welfare of the foreign employees  and the employees
           from U. S.  appointed by Party A shall be decided based on the
           Sino-foreign Joint Venture foreign employee's basic standard.


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<PAGE>

CHAPTER 12. UNION

34. THE SET UP OF THE JOINT VENTURE COMPANY UNION

     34.1  The Joint Venture employees have the right to set up a Union and
           hold various activities under the "PRC Union Law".

     34.2  The Union's leader shall represent the interest of the Joint Venture
           employees.  Its responsibilities include: to protect Joint Venture
           employees' material benefits and their democratic rights; to assist
           the Joint Venture to set up its welfare fund; to organize various
           activities for the Joint Venture employees in the field of politics,
           business, science, technology, entertainment, sports, etc.; to train
           the employees to obey various employment regulations; and to fulfill
           various business responsibilities appointed by the Joint Venture
           Company.

35. OBLIGATIONS

     35.1  The Union's leader shall represent each individual employee to sign
           the Employment Contract with the Joint Venture Company.  The Union's
           leader shall also participate in the Joint Venture's Board meeting
           and bring employees' opinions to the Board.

     35.2  To mediate the quarrel between the Joint Venture employees.

36. FEE

     36.1  Each employee shall contribute 2% of his/her monthly salary to the
           Joint Venture Union.  Such fee will be used under the supervision
           of relevant Chinese laws and regulations.

CHAPTER 13. TAX, FINANCE AND AUDITING

37. ACCOUNTING AND TAX

     37.1  The Joint Venture's accounting activities shall be conducted under
           the relevant Chinese laws and regulations.  The financial statement
           of the Joint Venture Company shall be made in accordance with


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<PAGE>

           "PRC Foreign Investment Enterprise Accounting System".

     37.2  Joint Venture Company shall pay taxes pursuant to the relevant
           Chinese regulations.  In addition, the Joint Venture employees shall
           pay income tax to the State under the "Individual Income Tax Law of
           the PRC".

38. CURRENCY

     38.1  RMB shall be used as the standard currency for the Joint Venture
           Company's daily business and accounting.  US dollar will be used to
           record the registered capital.  The Joint Venture's foreign currency
           debt, income and expense shall be recorded pursuant to its actual
           currency.  The conversion of RMB to foreign currency or from any
           foreign currency to RMB shall be conducted based on the exchange
           rate on each transaction date issued by China Foreign Currency
           Management Bureau.

     38.2  The difference of the actual currency amount caused by increase and
           decrease of the foreign currency exchange rate shall be recorded in
           the Company's annual financial report.

39. FINANCING MODEL

     39.1  The Joint Venture's quarterly and annual asset liability statement
           and other annual financial report shall be prepared in Chinese and
           submit to Party A, B, C and other relevant authorities for their
           approval.  The financing model can also be translated into Chinese
           and submit to Party A if required.

40. ACCOUNTING AND AUDITING

     40.1  The Company shall allow an independent reputable accounting firm
           (registered in China) nominated by the Joint Venture Company, access
           to relevant sections of such accounts and records for the sole
           purpose of verifying the Joint Venture Company's fee and payment
           arrangements.  The accounting report shall submit to the Board
           meeting for approval.

     40.2  Party A, B and C have the right to invite an  


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<PAGE>

           accountant to check the Company's accounting book at any time at
           its own expenses.  The Joint Venture Company and its employee shall
           provide the necessary assistance and convenience for that accountant.

41. FISCAL YEAR

     41.1  The fiscal year of the Joint Venture Company shall be from January 1
           to December 31.  However, the first fiscal year shall start from the
           date of obtaining the Business License to Dec, 31.  All accounting
           reports shall be written in Chinese.

42. BANK ACCOUNT

     42.1  After getting the Business License, the Joint Venture Company shall
           open its foreign currency bank account and RMB bank account at Bank
           of China or other assigned banks under the relevant regulations and
           laws of PRC.  In addition, the Joint Venture Company can also open
           its foreign currency bank account or RMB bank account abroad,
           including Hong Kong and Macao subject to the approval from China
           Foreign Currency Management Bureau.

43. FOREIGN CURRENCY LAW

     43.1  All Joint Venture Company's activities regarding the foreign
           currency business shall comply with and carry out the relevant laws
           and regulations issued by Chinese government.

44. THE USAGE OF THE FOREIGN CURRENCY

     44.1  The Joint Venture's foreign currency shall be used in the following
           activities:

           (1). To purchase the import materials for the Joint Venture Company.

           (2). To pay the capital and interest of a foreign currency loan.

           (3). To pay the expenses of technical service from abroad.

           (4). To pay the possible distributable profit.



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<PAGE>

45. WIRE TRANSFER OF FOREIGN CURRENCY

     45.1  The Joint Venture Company can wire the foreign currency to an abroad
           bank account only under the following conditions: to wire the 
           Company profit to Party A; to pay the expenses of technical service
           from abroad; to pay the interest and capital of a foreign currency
           loan; to get the approval from China Foreign Currency Management
           Bureau.

CHAPTER 14. PROFIT DISTRIBUTION

46. PROFIT DISTRIBUTION

     46.1  The parties agree that all of the net after tax profits and setting
           up saving fund, employee reward fund or other company business fund
           (hereinafter called "distributable profit"), funds established in
           accordance with the laws of the PRC shall be distributed to the
           parties pursuant to the Board resolution.  The Joint Venture
           Company's profit shall be handled in accordance with the following
           provisions:

           (1). The Joint Venture Company shall not increase the capital to
                make up the deficit because of the lose in the first half year.

           (2). Before making up the deficit for the first half year, both
                parties can not distribute the Joint Venture Company's profit.

           (3). Subject to the Board decision, the Joint  Venture shall
                distribute the distributable profit once a year within 90 days
                after the end of the fiscal year.  Such profit will be shared
                by Party A, B and C in the following ratio:
                Party A:  60.8%
                Party B:  30%
                Party C:  9.2%

           (4). The Joint Venture Company shall assist Party A to exchange the
                profit from RMB to the foreign currency.  If the Joint Venture
                Company is unable to exchange the whole or partial amount of
                the profit to foreign currency for some reasons, this amount of
                profit can be kept in Joint Venture Company until such exchange
                is


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<PAGE>

                available.  The exchange rate from RMB to foreign currency
                shall be based on each day's interest rate issued by PRC
                Foreign Currency Administration Bureau.

CHAPTER 15. TERM

47. TERM

     47.1  The Parties agree that the Joint Venture Company shall continue for
           a term of 20 years from  the date of registration of the Joint
           Venture Company.

     47.2  The Board meeting shall decide the extension or the change of the
           term of the Joint Venture Company and shall submit its decision to
           the relevant Chinese authority for approval one year before the
           termination of the Joint Venture  Contract.

CHAPTER 16. TERMINATION

48. TERMINATION

     48.1  If one of the following events occurs, Party A, B and C shall have
           the right to terminate the Joint Venture Contract within 60 days and
           shall submit to the Board for approval.  Meanwhile, an application
           to terminate the contract shall also be provided to the relevant
           authority:

           (1). The Joint Venture Company has suffered the serious loses
                continuously for five years, and still no important and
                efficient decision has been made to save such lose after 60 
                days receiving the financial report, or after mutual 
                negotiation, both parties fail to find an efficient way to
                continue the operation.

           (2). If Party A, B or C violates the regulations under clause 17 and
                19 of this Contract.

           (3). If an event of Force Majeure occurs under clause 55 of this
                Contract.

           (4). To merge the Joint Venture Company with another business
                entities, and therefore the Joint Venture Company does not
                exist any more.

           (5). If one Party goes bankruptcy.


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<PAGE>

           (6). If all parties agree that the Joint Venture Company can not
                achieve its original goal due to some other reasons.

           (7). All parties agree to terminate this Contract.

           (8). If the Joint Venture Company has to change its contract,
                regulations, the technical service contract and other related
                important documents unreasonably because of the order from the
                government, and such change will obviously prevent the
                development of the Joint Venture Company.

     48.2  If one of the above-mentioned events occurs, and all parties can not
           get a mutual agreement, the Party who agrees to continue the
           business shall purchase the registered capital from the other Party
           who wants to terminate the Joint Venture Contract.

     48.3  The Board of Directors shall take every possible measures including
           to suspend the business if the Joint Venture has not got the
           approval from the relevant authority within 90 days under the
           condition of Clause 48.1.

49. CLEARING COMMITTEE

     49.1  The Board of Directors shall form a Clearing Committee to handle the
           termination of the Joint Venture Company business, and all such
           activities shall be conducted under relevant Chinese laws and
           regulations.  The members of the Clearing Committee shall be
           selected from the directors.  If the director can not take such
           responsibilities for some reasons, the Joint Venture Company shall
           appoint its accountant or lawyer (registered in China) to be
           involved in such activities.  The Clearing Committee shall be
           responsible to provide a whole set of Joint Venture Company's capital
           and liability financial report, and to sell the Joint Venture Company
           based on the fair market price.  The Clearing Committee shall also
           try their best to sell the Joint Venture Company at its highest price
           in China or abroad in foreign currency if possible.

50. DISMISSAL AND CLEARANCE


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<PAGE>

     50.1  Pursuant to the Clause 48 of this contract, the clearance of the
           Joint Venture Company shall be conducted under the following
           methods: after selling  the Joint Venture Company and handling the
           other Joint Venture capital matters, the Joint Venture shall pay
           (a) the clearance fee, (b) employee's salary, insurance and other
           welfare, (c) taxes and (d) the Joint Venture debts.  The rest
           of the Joint Venture capital shall be distributed to all parties in
           accordance with the share ratio under Clause 10 of this contract.

     50.2  Under the conditions set out in Clause 50.1, the capital distributed
           to Party A shall be in cash, and shall first consider to pay back in
           foreign currency.  The exchange rate of such amount of foreign
           currency shall be based on the rate issued by China Foreign Currency
           Management Bureau at the same day.

CHAPTER 17. VIOLATION OF THE JOINT VENTURE CONTRACT

51. DISMISSAL OF THE CONTRACT

     51.1  One Party has the right to apply for the termination of the Joint
           Venture Contract from the relevant state authorities if the Joint
           Venture Company can not continue its business because of violation
           of this Contract caused by Party A, B or C, and such violation has
           not been corrected within 30 days after a written notice has been
           issued from other Party.

52. VIOLATION AND LOSE

     52.1  If one Party does not fulfill its obligations set out in this
           Contract, or if one Party violates some of the provisions of this
           Contract, and such violation causes the loses to the other Party,
           the other Party then has the right to ask for a compensation.

     52.2  Party A, B or C shall not be responsible for the expected profit,
           indirect lose and deriving lose caused by one of the other Parties.

     52.3 Subject to Clause 11 of this Contract, if Party


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<PAGE>

          A, B or C has not infused the capital into the Joint Venture Company,
          such Party shall pay the violation fee to the Joint Venture Company
          based on a 15% annual interest rate.

     52.4  The violation fee mentioned in Clause 52.3 is not related to the
           registered capital and share ownership ratio of the Company.

CHAPTER 18. OTHER CONTRACTS

53. OTHER CONTRACTS

     53.1  Subject to the requirement of the Joint Venture business, Party A, B
           and C may sign the following contracts with the Joint Venture
           Company from the date of obtaining Business License.

           (1). The Technical Service Agreement under Clause 18.

           (2). The Technical Training Agreement for the Joint Venture
                Employees.

CHAPTER 19. OTHERS

54. CHANGE OF THE JOINT VENTURE CONTRACT

     54.1  The change of the Joint Venture contract shall be effective upon
           receipt of the signatures from all parties, and shall submit such
           changes to the relevant authorities for approval.

     54.2  If there is any difference between the Joint Venture Contract and
           the Joint Venture's other regulations, this Contract shall be the
           only standard.

55. FORCE MAJEURE

     55.1  The obligations of a Party shall be suspended if at any time its
           performance is prevented by any cause beyond its reasonably control
           including acts of war, riots, strikes, labor disputes, fires,
           floods, storms, earthquake or other natural disasters and any other
           event which that party could not foresee at the time of executing
           this Contract and its occurrence and consequences can not be avoided
           and can not be overcome.  The Party


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<PAGE>

           whose obligations are suspended by reason of any such event shall
           promptly submit the notarized certificate or the first class new
           report stating the nature of the suspension, the reasons and the
           expected duration.

     55.2  All parties shall negotiate and decide the termination and extension
           of the Joint Venture contract or other related matters caused by the
           event of Force Majeure.

56. INSURANCE

     56.1  The Joint Venture Company shall select a Chinese Insurance Company
           to obtain appropriate insurance cover.  The type, price and time of
           the insurance shall be decided in accordance with the regulations of
           the insurance company in China.  If some type of insurance can not
           be covered by the insurance company in China, the Joint Venture
           Company may buy it abroad subject to the Board's decision.

57. CHANGE OF THE LAW

     57.1  If the performance of the Joint Venture Company has been prevented
           by the change of the governing law or government in China and the
           United States or other causes beyond its reasonable control, Party
           A, B and C have the right to change or terminate this Contract.

58. GOVERNING LAW

     This Contract shall be governed by and interpreted in accordance with the
     Laws of PRC.

59. ARBITRATION

     59.1  Any dispute and lose compensation arising out of this Contract shall
           to the fullest extent possible be settled amicably by negotiation
           and discussion between the Parties.

     59.2  Any such dispute not settled by amicable agreement shall be
           submitted to an Arbitration Organization  for arbitration.  When
           Party B and C initiates an action, Party A will appoint Beijing
           China International Economic Trade Committee for arbitration, and
           when Party B initiates an action,


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<PAGE>

           Party A will appoint the arbitration association selected by Party A
           for arbitration. The International Business Arbitration Association
           shall conduct the arbitration under each party's regulation of
           arbitration.  There shall be three arbitrators of whom one each shall
           be appointed by each Party and the third arbitrator by each Party's
           Commission. The third arbitrator can neither be Chinese nor American.
           Any decision taken by the arbitrators will be final, binding and
           conclusive.

     59.3  All Parties shall pay their cost of arbitration separately except
           for the special requirement written in the final arbitration
           decision.  The cost paid to the arbitration organization shall be
           shared by all parties.

     59.4  During the process of arbitration, the Joint Venture Company's daily
           business shall be operated continuously, except for the dispute part
           currently under the arbitration.

60. THE LANGUAGE OF THE JOINT VENTURE CONTRACT

     60.1  The Joint Venture Contract shall have eight copies.  Each Party
           holds one copy. Two copies shall be sent to the relevant authority.
           The rest of the copies shall be kept in the Joint Venture's file.

     60.2 The Joint Venture Contract is written in both Chinese and English,
          and shall take the Chinese version as the standard.

61. EFFECTIVE DATE OF THE CONTRACT

     This Joint Venture  Contract will be effective from the date of getting the
     approval from Foreign Economic and Trade Ministry of PRC.

62. NOTICE

     62.1  Any notices or communications to be given under this Contract shall
           be sent by either telegram, telex or facsimile transmission.  Any
           notices or communications relating to the important business on
           Joint Venture partner's obligations, profits and responsibilities
           shall be sent by registered post.  The addresses for service of each
           Party 


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<PAGE>

           shall be those addresses previously notified to the other Party. 
           The notice shall be effective from the receipt date of such post.

     62.2  Any notices or communications mentioned in Clause 62.1 shall be
           written in Chinese or English.

63. OTHER COSTS

     63.1  Party A, B and C shall be responsible to its own cost relating to
           the negotiation, preparation and signature of this Contract,
           including legal service fee.

     63.2  After signing the Joint Venture Contract, any cost relating to the
           establishment of the Joint Venture Company can be put into the Joint
           Venture Company's preparation budget.

64. THE RELATIONSHIP OF THE ALL PARTIES

     64.1  Party A, B and C shall fulfill its own obligations and
           responsibilities set out in this Contract, and have no right to
           represent the other Party to fulfill its obligations.

This Contract has been signed on ______________, 1996 in __________, PRC, by
the representatives from Party A, B and C.



Party A:   AVIC Group International, Inc.
By:        /s/ Xiao Jun
Name:      Xiao Jun
Title:     Executive Vice President - AVIC China
Date:      December 18, 1996

Party B:   Hebei United Telecommunications Development Co.
By:        /s/ Ye Yunyun
Name:      Ye Yunyun
Title:     Chairman
Date:      September 20, 1996

Party C:   Beijing CATCH Communication Group Co.
By:        /s/ Ju Feng
Name:      Ju Feng
Title:     President
Date:      September 20, 1996


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