Exhibit 10.32

                             Co-operation Agreement



                                   Soyea Ltd.

                                        &


                                 MyWeb Inc. com



                               Date: 18th May 1999




<PAGE>




This agreement is signed by
Soyea Ltd.(hereafter  referred to as "Soyea") A Company established based on the
laws of China

Add:


&

MyWeb Inc. com (hereafter referred to as "MyWeb")
A Company established based on the laws of the United States of America
Add: 712 Fifth Avenue, 7th floor, New York N.Y., 10019

In accordance with the laws of China on 18th May 1999

In view of:

Soyea and MyWeb will utilize their strengths to tap and research  products which
      are related to Internet  t.v. and together they will broaden the market in
      China for Internet communication products.

After consultation and discussion with each other,  Soyea and MyWeb (hereinafter
      refered to as "Both parties" or  individually as "one party" or "the other
      party", respectively) have reached an agreement as below:


1.    Co-operation of Set-Top Box.

1.1   The above  mentioned  Set-Top  Box  refers to an  electronic  device  that
      provides connection to the internet through television and telephone line.

1.2   Both parties agree,  under the terms of this  agreement,  to co-operate in
      the  production  of the  Set-Top  Box and to promote it into the market of
      China.

1.3   MyWeb  will set up a company in Beijing  (hereinafter  referred  as "MyWeb
      Beijing").  After  setting up MyWeb  Beijing,  MyWeb will transfer all the
      responsibility  and authority pursuant to this agreement to Myweb Beijing.
      In due course, MyWeb Beijing will inform Soyea, in writing to confirm this
      transfer. Soyea has agreed to this method of confirmation.

<PAGE>


2.    Methods of Co-operation.

2.1   Both parties agree that Soyea would be the manufacturer of MyWeb in China.
      Soyea will manufacture the Set-Top Box according to the following methods:

(1)   Semi Knock Down (SKD) method
      Under this method,  Soyea will  assemble the Set-Top Box  according to the
      assembling formula provided by MyWeb and using  parts/components  provided
      by MyWeb.

(2)   Complete Knock Down (CKD) method
      Under this  method,  Soyea will follow the design,  formula and  standards
      provided by MyWeb to carry out the  production,  either using  accessories
      provided by MyWeb or to buy the  accessories  themselves.  Soyea will also
      install the software provided by MyWeb.

(3)   Joint Development Method
      Under this  method,  MyWeb will  provide  the  required  software  for the
      Set-Top Box,  whereas Soyea will be  responsible  for hardware  design and
      production.

2.2   Both parties agree as this agreement shall not hinder or forbid MyWeb from
      making  the  same or  similar  agreements  as this  agreement  with  other
      electrical/electronic   manufacturing   companies  in  China  to  explore,
      research, design, produce, manufacture, sell or other ways of co-operation
      for the Set-Top Box or similar products.

3.    SKD Method.

3.1   Both  parties  agree  that the first  phase of this  co-operation  will be
      carried out under the SKD method, that is MyWeb will provide the parts and
      components   (Details  and   specifications  in  Attachment  1;  SKD  List
      Regulations)   and  Soyea  will  assemble   according  to  the  assembling
      instructions  provided by MyWeb  (Details in  Attachment  2;  Assemble and
      Production Procedures).  Soyea must meet the standard of system design and
      quality control required by MyWeb. (Details in Attachment 3; System Design
      And Quality Control Standards).

3.2   Both parties  agree that the number of Set-Top Box produced  under the SKD
      method will be  approximately  [***] units.  Details will be discussed and
      confirmed by separate letter/written documentation. MyWeb will provide the
      parts and components to Soyea  according to Attachment 1 SKD List.  Detail
      numbers of parts provided and progress will be confirmed in writing.

3.3   Soyea agrees that if the  production of Set-Top Box in the 1st phase under
      the SKD method does not exceed  [***]  units,  no extra fees and  domestic
      transport fees would be charged.  If the  production  exceeds [***] units,
      extra fees will be charged  only for the portion  exceeding  [***]  units.
      Both  parties  will in due course,  discuss and confirm the details of the
      extra fees in writing.

<PAGE>


3.4   In order,  MyWeb will fax the Telegraphic  Transfer ("TT") payment slip to
      Hangzhou  Westlake  Electronics  I/E Co. Ltd. ("Westlake").  Westlake will
      manage all the import and custom procedures and process of the importation
      of parts  provided  by MyWeb.  The import  custom duty of parts of 15% and
      import value added tax of 17%,  would be  temporarily  paid by Westlake to
      the China customs  department on behalf of MyWeb.  Westlake will then bill
      MyWeb  based on [***] of the amount  declared  in the  import  declaration
      forms of each part,  multiplied  by the total  number of units  (quantity)
      imported  in RMB on a bill called  value  added tax bill.  (The [***] will
      include  both the import  duties and import  value added tax).  MyWeb upon
      receiving the written  notice from Westlake for the imported  goods shall,
      based on this clause, pay the custom tax (value added tax, custom tax) the
      following  day by faxing the TT payment slip to Westlake,  and at the same
      time ensure the money is transferred to a Westlake designated bank account
      within 10 days of the TT slip being  faxed to  Westlake.  If MyWeb,  after
      receiving Westlake's request for payment of the custom duties, is not able
      to transfer  the amount of tax into  Westlake's  designated  bank  account
      within the stipulated deadline, any interest arising from the tax would be
      borne by MyWeb,  and the interest rate will be computed from the day after
      the 10 working days after the written  notice  based on the lastest  fixed
      interest rate publish by China bank. If the import of the parts requires a
      permit,  Westlake will be  responsible  for applying for and obtaining the
      permit.


3.5   Parts that are sent by MyWeb must be  delivered  to  Westlake  at the port
      determined  by Westlake.  Westlake  shall then receive  those parts at the
      designated port at a time and location determined by MyWeb. Westlake shall
      also inspect and arrange for custom  declaration.  Any  difference  in the
      quantity and quality of the parts shall be reported within 35 working days
      after delivery to Soyea's factory in Hangzhou.

3.6   MyWeb  will bear the  transportation  charges  and other  charges  such as
      insurance  and delivery of the parts to the port  determined  by Westlake.
      MyWeb  will also bear the  transportation  charges  and all other  related
      charges of delivering the parts from the port to Soyea's factory.

3.7   The  responsibility  of custody and risk of the parts will be  transferred
      from MyWeb to Soyea at the designated  port.  Within the time period where
      Soyea receives the parts until MyWeb  receives the completed  Set-Top Box,
      any  impair  of parts due to loss,  theft,  damage,  destruction  or other
      man-made causes, third party responsibilies, accident or any cause that is
      beyond control  causing the  destruction or loss of the part will be borne
      fully by Soyea,  regardless  wheather Soyea is personally  responsible for
      the loss or damage.

3.8   Soyea  can  only  use  the  parts   provided  by  MyWeb  for  the  purpose
      specifically indicated in this agreement.  Soyea cannot transfer, sell, or
      give to third  party  vide any other  methods,  nor allow  third  party to
      manufacture, develop, research or for any other purposes without the prior
      written notice and consent by MyWeb.

<PAGE>


3.9   Soyea  agrees to complete the  manufacture  of MyWeb  Set-Top  boxes on an
      agreed  time frame by both  parties  based on the SKD  production  that is
      based  on  the  standard  specification  of  MyWeb  Set-Top  box  (as  per
      Attachment III) for MyWeb.

3.10  With reference to the agreement  clause 3.3, Soyea's phase 1 manufacturing
      (based on the SKD method) will not receive any fees from MyWeb. MyWeb will
      be responsible  for arranging the sales of these boxes and receive all the
      profit from the sales.  Soyea will bear full cost on transportation of the
      specified  quantity of MyWeb  Set-Top boxes at an agreed date and location
      in Beijing or other location specified by MyWeb via written notice.

4.    CKD method and joint development method.

4.1   Both parties have agreed on the second phase of cooperation (after phase 1
      SKD) will be based on the CKD method or joint development method.  Details
      of the agreement will be determined/arranged in another agreement.

4.2   Both parties will share the profit of the sales of the boxes  manufactured
      (based on the CKD method or joint development  method).  The Set Top Boxes
      should be installed with the software provided by MyWeb.

5.    Self Manufacture.

5.1   Soyea  will be  responsible  for the  assembling,  production,  design and
      manufacturing  of the  boxes  based  on the 3  methods  as  stated  in the
      agreement.  Soyea  agrees not to provide  any parts,  assembling  process,
      design,  standard  and  software  provided  by  Myweb to any  third  party
      (including Soyea's business  partners/associates that are not recognize by
      MyWeb) to carry out the process of assembling, design, develop, produce or
      manufacturing  without the prior written notice and  approval/agreement by
      MyWeb.

6.    Linkage supply.

6.1   Both parties  agree that hot links to Soyea's  homepage  will be placed on
      MyWeb's  homepage on all the MyWeb Set-Top box manufactured by Soyea under
      this agreement.


7.    Product competition.

7.1   Other  than with  MyWeb,  Soyea  agrees  not to work with any other  third
      parties  using  any  co-operation  method,  to  manufacture  software  and
      hardware  identical to that of this  agreement for the set-top box product
      within the effective date of this agreement.


8.    Set-Top box -After sales service

<PAGE>


8.1   Soyea  agrees to provide  after sales  support and service to the users of
      Set-Top Box produced under this agreement  including the [***] Set-Top Box
      in phase 1 which  are to be sold by MyWeb.  The  costs of the after  sales
      services and support is fully borne by the manufacturer  regardless of the
      expiration or termination of this agreement.


9.    Trademark.

9.1   Both parties agree to use "Soyea" and "MyWeb" trademark on the set-top box
      manufactured by Soyea under this agreement. Both parties agree to register
      and own their respective trademark separately. Both parties agree to place
      their trademark  separately on the set-top box. Both parties will not have
      a joint  trademark  nor  come out with a joint  trademark.  Each  party is
      responsible   for  any  matters  which  may  arise  on  their   respective
      trademarks.


10.   Set-top box software installation.

10.1  Soyea agrees to assemble,  develop,  design, produce,  manufacture or sell
      the set-top box manufactured within this agreement and is bound to install
      the software provided by MyWeb, unless the installation of the software is
      against the law or not ethical.

10.2  The  set-top  box  shall not be  installed  with any  other  softwares  or
      programs  other than that  stated  under 10.1  without  the prior  written
      notice and consent from MyWeb.

10.3  MyWeb will have the full rights to the software installed. MyWeb will have
      the right to cancel, change, upgrade, or modify the installed software, by
      giving Soyea notice  within a  reasonable  timeframe.  Soyea agrees not to
      raise any objection on MyWeb' s rights on this matter.


11.   Copyrights of the installed software.

11.1  MyWeb will hold the  copyrights  of the software  installed in the Set-top
      box under this  agreement.  Soyea is not allowed to  duplicate,  transfer,
      allow usage or either give out free or sell the software without the prior
      written notice and consent from MyWeb.  Soyea will not be responsible  for
      any disagreements  arising on the third party's copyrights  issues,  other
      than MyWeb, in this agreement.


12.   Purchase of MyWeb products.

12.1  MyWeb has the right to purchase the set-top boxes  manufactured under this
      agreement  based on factory  pricing (EX FACTORY PRICE) from Soyea.  Soyea
      agrees  to  supply/deliver  the  manufactured   quantity  of  set-top  box
      requested by MyWeb within reasonable time at the EX FACTORY PRICE.

<PAGE>



13.   MyWeb support.

13.1  MyWeb agrees to provide Soyea the following  support  for the  manufacture
      and sale of Set-top boxes:

     (a)   Provide training and support to Soyea's staff.
     (b)   Assist Soyea in ordering and providing  recommended suppliers when/if
           Soyea  faces  difficulties  in  obtaining  parts and  accessories  to
           manufacture the set-top boxes.
     (c)   Assist Soyea in sourcing sales channel and recommending  customers to
           Soyea  when  Soyea is selling  the  set-top  box and at the same time
           assist in developing the set-top box market.
     (d)   In  situations  where the cost of  manufacturing  the  set-top box is
           higher  than the retail  price,  MyWeb will  consider  subsidizing  a
           specific  amount  of the  cost of  manufacturing  the box in order to
           assist in developing the set top box market. MyWeb will have the full
           right to decide on the subsidy for the cost of manufacturing the box.

14.   Confidentiality.

14.1  For the purpose of this agreement,  confidential information refers to any
      non-published information about the set-top box product,  including all or
      partial  information on the  development,  design,  research,  production,
      manufacture,  repair related technical information, menu, graphics, bills,
      standard, software, program, internet design related information,  set-top
      box  development,  design,  productions  and  other  necessary  parts  and
      accessories,  pricing, vendors, technical method and standard, set-top box
      sales and rental related  business  secrets,  business plans,  development
      plans,  market  research,   sales  channels,   financial  records,  signed
      agreements,   memo,   appendices,   drafts  and  records  (including  this
      agreement) and any other  information  that have not been published to the
      public.


14.2  One party agrees  not to disclose any  confidential  information  to third
      parties  without the  prior written  notice and  agreement/consent  of the
      other party.

14.3  Both  parties  agree  to  enforce  the  policy  to keep  the  confidential
      information  within relevant people in the  organisation,  and enforce the
      relevant  personnel to strictly adhere to this clause, and to not disclose
      any confidential information to third parties. Both parties also agree not
      to disclose any confidential  information to non-relevant staff within the
      organisation.

14.4  Both parties agree on the exception of the circumstances  below which will
      not be  deemed/considered  as a breach of the  agreement on  disclosure of
      confidential information:-
      (1)  Disclosing confidential information that  is leaked out and known  by
           the public before the disclosure.
      (2)  Prior  written notice  and consent/agreement  of  the other party has
           been obtained.
      (3)  Enforcement of law or required by the government department to do so.
           Otherwise,  any  party to the agreement must  refuse to  disclose the
           confidential  information  subject  to  receiving  a  written  formal
           letter/document from the relevant government authorities.

14.5  Under any  circumstances on clause 14.4 which allows one party to disclose
      confidential  information,  the party will have to inform the other  party
      before the  disclosure is made and if the other party has any objection to
      the  disclosure,  both  parties  should  agree to  discuss  and come to an
      agreement prior to the disclosure.

<PAGE>


14.6  Any party that violates the above clause, shall compensate the other party
      according  to the  terms  set  forth  in this  agreement,  for the  losses
      suffered by the other party.

15    Responsibility for violation of agreement.

15.1  The party that  breaks any clause in the  contract  shall  compensate  the
      other party  according to the terms in this  agreement and any legal terms
      for the losses suffered by the other party. The compensation shall include
      any direct and  indirect  losses  incurred,  interest  and costs  incurred
      during the compensation process.

15.2  The  obligation  under  clause 14 of this  agreement  will  continue to be
      effective  for 2 years  after  the due date of this  agreement  or 2 years
      after the date of any early  termination  date of this  agreement.  If one
      party breaks clauses 7 or 14 of this agreement within the effective period
      of the agreement or within 2 years of the due date or early termination of
      this  agreement,  both parties agree that the amount of [***] shall be the
      amount of losses  incurred by the other party and the party which violates
      the agreement shall pay this amount as compensation  without examining the
      actual  amount of losses  incurred by the other  party.  Where the acts of
      violating  the agreement  results in an illegal  profit which is more than
      the compensation  amount to the other party, the other party has the right
      to request from the party which  violated the agreement for a compensation
      amount of more that [***] as the compensation amount.

16.   Compliance with Law.

16.1  Both  parties  shall  comply  with all  laws,  regulations,  policies  and
      guidelines of China with exception on the Conflicting Regulations of China
      laws.


17.   Arbitration.

17.1  Any  differences  or disputes  arising  from or related to this  agreement
      shall be  brought  upon to the  committee  of  International  Economy  and
      Business of China.  The  settlement  shall be carried out by proper  court
      procedure. The decision from the committee is final and is binding on both
      parties.

17.2  The arbitration  shall be carried out in  HangZhou  or Beijing,  using the
      Chinese Language.

18.   Force majeure.

<PAGE>

18.1  Force majeure.
      The  agreement   shall  interpret  the force  majeure  as labor  disputes,
      strikes, war or acts of war, insurrections, riot, civil commotion, acts of
      public enemy,  accident,  fire, diseases,  acts of God, natural disasters,
      unworkable  facilities,  closure of factory or other similar  causes which
      cannot be  reasonably  foreseen or if it can be reasonably  foreseen,  the
      cause  and  result  of it  cannot be  reasonably  controlled,  avoided  or
      resisted  that will cause the  affected  party to be unable to perform and
      execute the contract totally or on time.

18.2  Notice.
      The party that is affected  by any force  majeure  shall  inform the other
      parties to the agreement,  of the force  majeure,  immediately in writing.
      (If there is a breakdown in the lines of communication, to do so after the
      line of communication is reestablished.)

18.2  Documentary Proof.
      The party affected by any force majeure shall provide written  documentary
      proof,  issued  by the  local  authorities  of the  place  where the force
      majeure occurs,  on the details of the force majeure within 15 days of the
      event,  (the  number  of  days  shall  be  calculated  from  the  day  the
      communication  channel is  operating) to prove that the event is affecting
      the execution of the agreement partially,  totally or causing delay in the
      execution of the agreement.

18.3  Either party that is affected by the force  majeure  shall not be exempted
      partially or totally from performing the contract unless the force majeure
      is affecting  partially or totally the executions  that are related to the
      agreement.

19.   Title.

19.1  The  establishment  of the  title  of each  clause  is only to  facilitate
      checking and searching. The content of the clause shall be followed as the
      standard of the  agreement  and no reference  or inference  should be made
      from the titles of the clause.

20.   Validity of the agreement.

20.1  This  agreement is valid for 2 years  effective  on the day of signing the
      agreement.


21.   Changes and termination of the agreement.

21.1  The agreement can be terminated for the following reasons:

A.    Either party breaks the contract resulting in the other party being unable
      to  perform  the  contract  or no  longer  beneficial  from  the  original
      agreement, causing the validity of the agreement to become meaningless.
B.    The occurrence of force majeure,  as mentioned in clause 15,  resulting in
      the inability/impossibility to execute this agreement.
C.    Termination  because the due date of the agreement and this  agreement has
      not been  extended,  or when both parties agree to cancel or terminate the
      agreement earlier.

<PAGE>

D.    Required by law or other conditions/terms stated in this agreement.

      If either party breaks the agreement,  the other party will have the right
      to terminate  the  agreement  with  written  notice and, at the same time,
      requests the party which is breaking the contract for compensation.

21.2  This agreement cannot be altered during the term of the agreement  without
      the prior written consent of both parties to the agreement.

22.   Notice and Delivery.

22.1  Any notice or communication (including mail, fax, telephone, telegraph and
      e-mail)  under  this  agreement  shall  be  delivered  to  the  recipients
      according to the following address or telephone or fax stating the name of
      the contact person as listed below, in order for the notice to be valid.


Soyea
Contact Person : __________________ or _________________
Address :
Fax:
Telephone:
E-mail:


MyWeb Inc.com
Contact Person : __________________ or _________________
Address :
Fax:
Telephone:
E-mail:

22.2  The time of  delivery  of all  notices  vide the communication  methods as
      stated in clause  22.1 shall be determined as follows:
A.    All  physical  delivery or notice to the  recipient  must be  acknowledged
      receipt/signed  by  recipient  to be  considered  as a valid  delivery  or
      notice.  Delivery or notice which is not  acknowledged by the recipient is
      invalid.
B.    Any notice via  mailing  method  have to use  registered  express  post or
      special express delivery,  and is considered  received by the recipient 72
      hours after mailing.
C.    Any  telephone,  faxes  or  e-mail  to give  notice  to the  recipient  is
      considered  received  by the  recipient  upon  receiving  confirmation  of
      delivery.  If the  notice  is sent  on a  holiday,  the  notice  shall  be
      considered  sent to the  recipient  on the  first  working  day  after the
      holiday.
D.    Any telegraph  notice shall  be considered sent  to the recipient after 24
      hours of sending the telegraph.

<PAGE>

If there are any changes in the above  contact  address and  numbers,  the party
concerned  will have to inform the company or other share holders of the company
within 7 days of the changes.

23.   Other.

23.1  There are in total 2 copies of this agreement, each  party  holds one copy
      and each copy is equally valid.

23.2  The agreement will be effective upon signing by both parties.

(There is no actual content after this line)


The  parties have caused this agreement to be executed by their duly  authorized
representatives.

Soyea (stamp)
Authorised Representative  : /s/ Dai Yang (Signature)
18th May 1999                ------------
                             Dai Yang
MyWeb Inc.com
Authorised Representative By: /s/ Danny Teow Teck Tow (Signature)
18th May 1999                 -----------------------
                              Danny Teow Teck Tow

<PAGE>


Description                                          Price (USD)
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Motherboard                                          [***]
Modem                                                [***]
Ram (16 M )                                          [***]
Flash  ( 8 M )                                       [***]
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Total                                                [***]

Power Suppy                                          [***]
Wireless Keyboard                                    [***]
Remote control                                       [***]
Box                                                  [***]
Accessories                                          [***]
Software                                             [***]
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Grand Total                                          [***]

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