Exhibit 10.24


                      JOINT VENTURE COOPERATIVE MEMORANDUM
      BETWEEN CHINA FEDERATION OF INDUSTRIAL ECONOMICS AND ADATOM.COM, INC.

Cooperators:
Party A: China Federation of Industrial Economics (CFIE), P.R.China
Party B: Adatom.com, Inc. (Adatom), USA

1.   This  agreement  is  established  between  Party  A,  China  Federation  of
     Industrial Economics (CFIE), No.9, Xihuangchengen Nanjie, Beijing100032, P.
     R. China.  CFIE  Representative:  Lai Guangxian,  Director of Commission of
     Information,  and Party B, Adatom.com,  Inc. (Adatom),  920 Hillview Court,
     Suite 190, Milpitas, CA 95035, USA. Adatom  Representative:  Rich S.Barton,
     President and CEO of Adatom.com, Inc.

2.   CFIE  (Party A) and  Adatom  (Party B) based on  mutually  beneficiary  and
     friendly  discussions  agree to  establish a joint  venture  company.  This
     agreement  will be in force for thirty years from the date of execution and
     can be extended by the agreement of both parties.

         2.1  The duration of the corporation is 30 years.  The starting date is
              effective on the day of signing the agreement.

         2.2  Scope of  cooperation:  Establish an electronic  marketplace for a
              marketing,  sales and  distribution  system  between China and the
              U.S.,  develop the  integrated  system for  commerce  based on the
              current existing  system,  to be connected with the U.S. system in
              both  English  and  Chinese  and  participate  in  the  technology
              development in China.


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         2.3  CFIE  (Party  A)  represents  that  there  is  no  restriction  or
              limitation as to any buyer whom the product may be sold.

3.   CFIE (Party A) will be responsible for the  establishment  and operation of
     the new company to obtain all the needed  permits and  certificates  and do
     the  necessary  work to fulfill the  requirement  in obtaining  the permit;
     Adatom (Party B) agrees to provide the necessary  documents to support this
     effort.

4.   The interpretation of this agreement will go with the law in China.

5.   Any  dispute  between  the two parties  should be  resolved  with  friendly
     discussion.  In case the dispute can not be resolved in thirty days, either
     party  can take it to the  Beijing  International  Business  Commission  to
     resolve.  The dispute  should be  explained in both English and Chinese and
     will be applicable to both parties.

7. All the other supplements to this agreement  including the business plan will
consist as part of this agreement.

8. There  will be two  versions  of this  agreement,  one in Chinese  and one in
English. Both versions should have the same legal effectiveness.  CFIE (Party A)
and Adatom (Party B) will have copies of both versions.

9. Any item not  included in the  agreement  can be added as a  supplement  with
mutual agreement.

10. This agreement constitutes the entire understanding of the parties as to its
matter, and supersedes all discussions,  negotiations,  and agreements,  whether
written or oral,  between the parties with respect to its subject  matter.  This
agreement may not be modified,  superseded or terminated,  and no provisions may
be waived except by written agreement signed by all of the parties.


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If the above meets with your  acceptance and approval,  please sign in the space
provided below.
AGREED AND ACCEPTED
Party A
CHINA FEDERATION OF INDUSTRIAL ECONOMICS (CFIE)
Date:



Mr. Lai Guangxian
Director of Commission of Information
No.9, Xihuangchengen Nanjie
Beijing 100032
P.R.China

AGREED AND ACCEPATED
Party B
ADATOM.COM, INC. (Adatom)
Date:

Richard S.Barton
President and CEO
Adatom.Com, Inc.
920 Hillview Court
Suite 190
Milpitas, CA 95035
USA