EXHIBIT 10.5

       Letter between Xin Hai Technology Development L.T.D. and Infornet
                     Investment, L.T.D. dated April 13, 2000

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                      Xin Hai Technology Development Ltd.
                 Suite 210, Building B NO. 11, Wu Gen Lin Road,
                        West District, City of Beijing,
                           Peoples' Republic of China


                                 April 13, 2000


Infornet Investment Ltd.
15th Floor, Hutchison House
19 Harcourt Road
Hong Kong

Attention:  Ernest Cheung

Dear Sirs:

                      Re: Cooperative Joint Venture between
                Xin Hai Technology Development Ltd. ("Xin Hai")
                    and Infornet Investment Ltd. ("Infornet")

We acknowledge  that under Article 5 of the Cooperative  Joint Venture  Contract
dated as of August 25, 1997 between our two companies (the "JV Contract"),  that
Infornet shall be responsible for making all the required  capital  contribution
and external  financing for the joint venture company as contemplated in Article
3 of the JV Contract.

We further  acknowledge  that,  pursuant to Article 4 of the JV Contract,  until
such  time as  Infornet's  total  investment  and  interest  from  the  external
financing  in  the  joint  venture  company  has  been  fully   recovered,   the
distribution of profits shall be in accordance with the following percentages:

          Infornet - 80% of profits
          Xin Hai - 20% of profits

Under  Article 6 of the JV Contract, the board of directors of the joint venture
company shall be composed of four directors, of which two shall be designated by
Xin Hai and two by Infornet.  In addition,  unanimous  approval of all the joint
venture  company  directors  shall  be  required  before  any  decision  is made
concerning  certain  matters  as listed in  section  6.3 of  Article 6 of the JV
Contract.

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In consideration of Infornet's sole responsibility for the capital  contribution
and external  financing of the joint venture company and in order to ensure that
the joint  venture  company may carry on its  business in China in an  efficient
manner,  Xin Hai hereby  agrees that  effective  August 25, 1997 and  continuing
until such time as Infornet's  total  investment  and interest from the external
financing in the joint  venture has been fully  recovered and  thereafter  for a
period of 15 years,  that Xin Hai will agree to nominate as its two directors in
the joint  venture  company  only  those  persons  who  have been  selected  and
approved by Infornet.  Xin Hai is currently  very pleased with the current board
of directors  which is made up of Mr. Marc Hung, Mr. Ernest Cheung,  Mr. Maurice
Tsakok and Mr. Wei Xin.  There are no plans to change the board.  Xin Hai hereby
irrevocably  agrees that its  nominee  will vote with  Infornet  nominees on all
matters at the board level.

This amends the letter of Agreement  dated  October 1, 1999.  This new letter of
Agreement  will allow the  nomination  of  directors  by Infornet for another 15
years after the recovery of total investment and interest.


                         Sincerely,

                         Xin Hai Technology Development Ltd.


                         Per:/s/
                         Authorized Signatory