EXHIBIT 10.1

<PAGE>


                             JOINT VENTURE AGREEMENT


THIS  AGREEMENT  made  effective  the  8th  day  of  May,  2003.

AMONG:

        CYBERNET INTERNET SERVICES INTERNATIONAL, INC., a corporation
        -----------------------------------------------
        organized  under  the  laws of Delaware, having its office at
        Suite 1620 - 400 Burrard Street, Vancouver, British  Columbia
        V6C  3A6

        ("Cybernet")

AND:

        RAVIN  PRAKASH, businessman, having an address at 1st  Floor,
        --------------
        13 Babar Lane, New Delhi,  11001  India

        ("Prakash")

WHEREAS:

A.     Cybernet  and  Prakash  have agreed to enter into a joint venture for the
purpose  of  providing  customer  relationship  management  services  through an
internet  enabled contact center in India for technology companies and financial
institutions  in  the  European and United States markets (the "Joint Venture");
and

B.     Cybernet  and  Prakash  will  form a bare trustee entity in the form of a
limited  partnership,  trust  or  other  entity  ("TrusteeCo")  to carry out the
purposes  of  the  Joint  Venture  set  out  in  this  Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the  respective covenants and agreements herein contained and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged  by  each  of the parties hereto, the parties covenant and agree as
follows:

                                    ARTICLE 1
                          DEFINITION AND INTERPRETATION

1.1     DEFINITIONS

In  this  Agreement, including the recitals hereto, unless there is something in
the  subject matter or context inconsistent therewith, the following capitalized
words  and  terms  shall  have  the  following  meanings  respectively:

        (a)   "Agreement"  means  this  agreement  made  as the same may be
              amended or supplemented  from  time  to  time;

<PAGE>

                                      -2-

        (b)   "Budget" means the  budget  showing,  inter alia, the nature,
              purpose,  amount  and  estimated  timing  of  expenditures in
              connection  with the acquisition, development  and  operation
              of  the Property as approved by the Joint Venturers from time
              to  time  under  section  5.2  hereof;

        (c)   "Business"  means  the  business  of Worldturf which includes
              the business of developing, operating and maintaining internet
              enabled  contact centers in India to provide, inter alia, the
              following  services  to  technology  companies  and financial
              institutions: computer software and hardware support; customer
              support, including customer billing enquires, customer service,
              query handling and  product  information requests;  and sales
              support, including outbound cold calling, outbound sales lead
              generation,  cross  selling,  collections  and  customer
              satisfaction  surveys,  and  all  ancillary  activities  or
              services related thereto;

        (d)   "Committee"  means  such  committee  appointed under section
               5.6 hereof;

        (e)   "Contribution  Account" has the meaning set forth in section
              6.5 hereof;

        (f)   "Contribution" means  any  contribution to the Joint Venture
              by a Joint Venturer  and  "Contributions" mean the aggregate
              of  such  Contributions;

        (g)   "Co-Project Managers" means Cybernet and Prakash as appointed
              under  the  provisions  of  section  5.1  hereof and "Project
              Manager" means any one of the Co-Project  Managers;

        (h)   "Default"  means,  with  respect  to  a  Joint  Venturer:

              (i)    the existence of a  Event  of  Insolvency with respect
                     to that Joint Venturer;  or

              (ii)   the default by  that Joint Venturer in the performance
                     or  observance  of  any  of its obligations under this
                     Agreement  if that default is not cured within 30 days
                     after  receipt  by  that Joint Venturer of a Notice of
                     the default from another Joint  Venturer;

        (i)   "Defaulting  Joint Venturer" means a Joint Venturer in respect
              of whom a Default  has  occurred  which  has  not  been cured;

        (j)   "Encumbrance"  means  any  encumbrance  of  whatever  kind  or
              nature,  regardless  of  form,  whether  or  not registered or
              registrable and whether or not consensual  or  arising  by law
              (statutory or otherwise), including any Mortgage, lien, easement,
              right-of-way, encroachment, restrictive or statutory covenant,
              profit-a-prendre, right of re-entry, lease, licence, assignment,
              option or claim,  or  right  of  any  person of any kind which
              may  constitute or become by operation  of  law  or  otherwise
              an  encumbrance  on  the  Property;

        (k)   "Event  of Insolvency" means, with respect to any person,  the
              occurrence of  any  one  of  the  following  events:

<PAGE>

                                      -3-

              (i)   if  that  person,  other  than  in connection with a bona
                    fide corporate reorganization,  is  wound  up,  dissolved,
                    liquidated  or  otherwise  has  its existence terminated
                    (either voluntarily or involuntarily) unless such existence
                    is immediately  reinstated  or  has  any  resolution passed
                    therefor or  makes a general  assignment  for  the  benefit
                    of  its  creditors  or  a  proposal  under  bankruptcy  or
                    insolvency  legislation  or  is  adjudged  bankrupt  or
                    insolvent or proposes  a compromise or  arrangement  under
                    bankruptcy or insolvency legislation or files any petition
                    or  answer  seeking  any  reorganization, arrangement,
                    composition, re-adjustment,  liquidation or similar relief
                    for  itself  under  any  present or future law relating to
                    bankruptcy,  insolvency,  or  other  relief for or against
                    debtors  generally;

              (ii)  if a  court  of  competent  jurisdiction  enters an order,
                    judgment or decree  approving  a  petition  filed  against
                    that  person  seeking  any  reorganization,  arrangement,
                    composition,  readjustment,  liquidation,  winding up,
                    dissolution,  termination  of  existence,  declaration  of
                    bankruptcy  or  insolvency or  similar  relief  under  any
                    present  or  future law relating to bankruptcy, insolvency
                    or  other  relief  for  or  against  debtors generally and
                    that person consents  to  or acquiesces in the entry of an
                    order,  judgment  or  decree  or that order,  judgment  or
                    decree  remains  unvacated or unstayed for an aggregate of
                    60 days  (whether  or  not  consecutive) from  the date of
                    entry of any trustee in bankruptcy, receiver, receiver and
                    manager,  liquidator  or  any  other  officer with similar
                    powers  is  appointed  for  that  person  (or, in the case
                    of a Joint Venturer, of  its  Joint  Venturer's  Interest)
                    and  that  person  consents  to  or  acquiesces  in  the
                    appointment  or  the  appointment  remains  unvacated  and
                    unstayed for  an  aggregate  of  60  days  (whether or not
                    consecutive);

              (iii) in the  case of a Joint Venturer, if an encumbrancer takes
                    possession of its Joint Venturer's Interest or any part of
                    it  or a distress or execution or any  similar  process is
                    levied or enforced upon or against  its  Joint  Venturer's
                    interest  or  any  part  of  it  and  the  same  remains
                    unsatisfied  for the shorter of 60  days  or  such  period
                    as  would  permit  the  same  or any part of it to be sold
                    unless such taking of possession,  distress  or execution,
                    is being, in good faith,  disputed  by  the Joint Venturer
                    and  the Joint Venturer has provided security satisfactory
                    to  the  other  Joint  Venturers;

              (iv)  if  the Joint  Venturer admits in writing its inability to
                    pay  its  debts  as  they mature and fall due or otherwise
                    commits an act of bankruptcy; or

              (v)   if the Joint Venturer gives  notice  to  any  governmental
                    body  of insolvency  or  pending  insolvency or suspension
                    of  operation;

        (l)   "Joint  Financing"  means  financing  arranged  by  the  Project
              Manager under section  6.2  hereof;

        (m)   "Joint  Venture"  means  the  joint  venture  created  by  this
              Agreement;

<PAGE>

                                      -4-

        (n)   "Joint  Venturer's  Interest"  means,  with respect to a Joint
              Venturer,  the undivided right, title, benefit and interest of
              such  Joint Venturer from time to time  as tenant-in-common in
              the Property and "Joint Venturers' Interests" means the  Joint
              Venturer's  Interest  of  all  Joint  Venturers  collectively;

        (o)   "Joint  Venturers" means Cybernet and Prakash and "Joint Venturer"
              means any  one  of  such  Joint  Venturers;

        (p)   "Liabilities"  means  all indebtedness, liabilities, obligations,
              costs, expenses, claims  and judgments incurred in connection with
              the Project and the Property  which have been unanimously approved
              by  the  Joint  Venturers or otherwise incurred in accordance with
              this  Agreement;

        (q)   "Major  Decisions"  has  the  meaning  set  forth in  section  5.2
              hereof;

        (r)   "Project"  means  the  development  of  the  Business  through the
              Joint Venture;

        (s)   "Property"  means  the  assets  or  interests  acquired  or  to be
              acquired by the  Joint  Venturers  from time to time in connection
              with operating the Joint Venture;

        (t)   "Proportionate  Share"  means,  with  respect  to  each  Joint
              Venturer,  its  undivided  interest  in  the  Property  and in the
              Joint Venture expressed in the percentage  of  the  interest in to
              the Joint Venture of each Joint Venturer set forth  in  Article  3
              hereof;

        (u)   "Required  Funds"  means  all  funds  required for the development
              of  the  Property  or  as  are otherwise determined by the Project
              Manager to be required with respect to the Project  and  Property;

        (v)   "Subsequent  Investment"  has  the  meaning  ascribed  thereto  in
              Section 3.5 of  this  Agreement;

        (w)   "Worldturf"  means  WorldturfDotcom  Pvt.,  Ltd.;

        (x)   "Worldturf  Assets"  means  all  of  the  assets of Worldturf of
              every  kind  and  description  owned  by  Worldturf  or to which
              Worldturf  is entitled relating to the  Business  including: (a)
              all  lands,  personal  property and current assets of Worldturf;
              (b)  the  benefit  of  all  contracts,  licences  and permits of
              Worldturf; (c)  the  right to all designs, processes, technology
              and  other property of Worldturf which relate exclusively to the
              Business;  (e) all property used in the Business;  and  (f)  all
              goodwill of Worldturf including trade or brand names, trademarks,
              trademark  registrations,  copyrights,  know-how, technology and
              other intellectual  property;  and

        (y)   "Worldturf  Shares" means  all the issued and outstanding shares
              in the capital  of  Worldturf.

<PAGE>

                                      -5-

1.2     INTERPRETATION  NOT  AFFECTED  BY  HEADINGS

The  division  of  this  Agreement  into  articles,  sections,  subsections  and
paragraphs  and  the insertion of headings are for convenience of reference only
and  shall  not  affect  the construction or interpretation of the provisions of
this  Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and
similar expressions refer to this Agreement as a whole and not to any particular
article,  section,  subsection  or  paragraph  and  include  any  agreement  or
instrument  supplementary  or  ancillary  hereto.

1.3     NUMBER  AND  GENDER

Unless  the context otherwise requires, words importing the singular number only
shall  include  the  plural  and  vice  versa; words importing the use of either
gender  shall include both genders and neuter; and words importing persons shall
include  an individual, corporation, body corporate, partnership, joint venture,
association,  trust  or  unincorporated  organization  or any trustee, executor,
administrator  or  other  legal  representative.

1.4     CURRENCY

All  sums  of  money  which  are  referred to in this Agreement are expressed in
lawful  money  of  the  European  Union,  unless  otherwise  specified.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

2.1     REPRESENTATIONS  AND  WARRANTIES  OF  CYBERNET

Cybernet  represents  and  warrants  to  Prakash  as  follows:

        (a)   Cybernet  is  a  corporation  duly  incorporated  and  organized,
              validly existing  and  in good standing under the laws of Delaware
              and has the corporate power to  enter  into  this Agreement and to
              perform its obligations hereunder;

        (b)   This  Agreement  has  been  duly  executed  and  delivered  by and
              constitutes  a  legal,  valid  and binding obligation of Cybernet,
              enforceable by Prakash against it  in  accordance with its  terms,
              subject  to  the  availability  of  equitable  remedies  and  the
              enforcement  of  creditors'  rights  generally;  and

        (c)   The  execution  and  delivery  by  Cybernet  of  this  Agreement
              and the performance  of  its  obligations  hereunder will not give
              rise  to  any  rights in favour  of  third  parties  and  will not
              result in a violation or breach of any provision  of or constitute
              a default (or an event that with notice or lapse of time  or  both
              would  become  a  default)  under, or give to others any rights of
              termination,  amendment,  acceleration  or  cancellation  of  or
              under: (i) its constating documents or  organizational  documents;
              (ii)  any applicable law, order,  judgment or decree; or (iii) any
              agreement,  arrangement  or  understanding  to which Cybernet is a
              party which would individually or in the aggregate have a material
              adverse  effect  on  Cybernet.

<PAGE>

                                      -6-

2.2     REPRESENTATIONS  AND  WARRANTIES  OF  PRAKASH

Prakash  represents  and  warrants  to  Cybernet  as  follows:

        (a)   This  Agreement  has  been  duly executed and delivered by Prakash
              and constitutes a legal, valid  and binding obligation of Prakash,
              enforceable by Cybernet against him in accordance with its terms,
              subject  to  the  availability  of  equitable  remedies  and  the
              enforcement  of  creditors' rights generally;

        (b)   The  execution  and  delivery  by  Prakash  of  this Agreement and
              the performance of  his  obligations  hereunder will not give rise
              to  any rights in favour  of  third  parties  and  will not result
              in  a  violation  or  breach of any provision  of  or constitute a
              default  (or  an event that with notice or lapse of time  or  both
              would  become  a  default)  under, or give to others any rights of
              termination,  amendment,  acceleration  or  cancellation  of  or
              under:  (i)  any applicable  law,  order,  judgment  or decree; or
              (ii) any agreement, arrangement or  understanding to which Prakash
              or Worldturf  is  a  party  which  would individually  or  in  the
              aggregate have a material adverse effect on Prakash or Worldturf;

        (c)   Worldturf is a corporation duly organized, validly existing and in
              good standing  under  the  laws  of its organization and currently
              carries on the Business;

        (d)   There  is  no  agreement,  judgement,  injunction,  order,  decree
              binding on Worldturf  which  has  or could reasonably  be expected
              to  have  the  effect  of  materially  prohibiting  or  materially
              impairing  any  of the Business or Projects, or the conduct of the
              Business  or  Projects  as  currently  conducted or proposed to be
              conducted;  and

        (e)   The  Worldturf  Shares are duly authorized and validly issued, are
              fully paid and  non-assessable, are free from any Encumbrances and
              are  not  subject to any  option,  right of first refusal or other
              right or agreement that may impair Prakash's ability to contribute
              the  Worldturf  Shares to the Joint Venture.

                                    ARTICLE 3
                        FORMATION, CONTRIBUTIONS AND TERM

3.1     FORMATION  OF  JOINT  VENTURE

Prakash  and Cybernet agree, subject to all necessary third party and regulatory
approvals  (if  any), to associate in and form the Joint Venture as described in
this  Agreement  for  the  purposes set out in Section 3.2 and agree that all of
their  rights  and obligations in and to the Joint Venture and the Property will
be  governed  by  this  Agreement.

3.2     PURPOSES

This Agreement is entered into for the following purposes and for no others, and
will  serve  as  the  exclusive  means  by  which the parties hereto directly or
indirectly  accomplish  such  purposes.  The  parties  agree  to  form the Joint
Venture  to:

<PAGE>

                                      -6-

        (a)   pursue  the  Project  and any other projects similar or ancillary
              to  the  Project  or  involving  a  business  similar  to  the
              Business;  and

        (b)   perform  any  other  activities  necessary  or  incidental to any
              of the foregoing.

3.3     CONTRIBUTION  BY  PRAKASH

Prakash  will contribute to the Joint Venture, for the exclusive use and benefit
of  the  Joint Venture, the Worldturf Shares or, at the sole option of Cybernet,
the  Worldturf  Assets  and  will  receive  a 42% interest in the Joint Venture.

3.4     CONTRIBUTION  OF  CYBERNET

Cybernet  will  contribute to the Joint Venture, Euro 100,000 and will receive a
52%  ownership  interest  in  the  Joint  Venture.

3.5     SUBSEQUENT  INVESTMENT

Cybernet  may,  in  it's  sole  discretion,  at  any  time  contribute  up to an
additional  Euro 8.0 million to the Joint Venture by way of a senior loan to the
Joint  Venture,  or  by  any  other  means  reasonably  acceptable  to the Joint
Venturers,  and upon such Contribution, Cybernet's interest in the Joint Venture
will  be  increased,pro  rata,  to  up  to an 80% interest in the Joint Venture.

3.6     WORKING  CAPITAL  CONTRIBUTIONS

Each  of  the Joint Venturers will not be required to contribute any advances or
further  capital  as  required  for  working capital purposes on an equal basis,
without  its  prior  written  approval.

3.7     OWNERS'  AGREEMENT

The Joint Venturers shall enter into an owners' agreement in connection with the
formation, ownership and management of TrusteeCo (the "Owners' Agreement") which
will  contain  provisions  customary  for  such agreements, including providing:

        (a)   for  the ownership of  Joint  Venturer's respective  interests  in
              TrusteeCo in proportion  to  their  respective  interests  in  the
              Joint  Venture;

        (b)   for  mutual  rights  of  first  refusal  on  any  sale  of  their
              respective interests  in  TrusteeCo;

        (c)   for piggyback rights, whereby if one party proposes to  sell  its
              interest to  a third party (after giving effect to the  right  of
              first  refusal),  the  other party  can  require that  the  third
              party purchase its interest on the same terms as the first party;

        (d)   for  the appointment of representatives to the board or governing
              body of TrusteeCo;

<PAGE>

                                      -8-

        (e)   that certain major business decisions will require three-quarters
              approval  of  the  board  or  governing  body  of  TrusteeCo;

        (f)   that  no  party  will  be  required  to  provide  any advances or
              further capital  without  its  prior  approval;

        (g)   that,  upon  the  occurrence of a triggering event (such events to
              include an  act  of insolvency or bankruptcy, a change of control,
              a material default or breach  of  any  representation, warranty or
              covenant in the Owners' Agreement which  is  not  remedied  on  30
              days' notice, and other matters to be mutually agreed  upon),  the
              defaulting party will  be  required  to offer to sell its interest
              to  the  other  party  for  a price to be determined pursuant to a
              third party  valuation;

        (h)   for  a  mechanism  for  valuation  in  the  event  of a sale of an
              interest  upon a  triggering  event,  whereby  the  non-defaulting
              party  shall  be  entitled to appoint  one  qualified  independent
              valuer, the defaulting party may, at its option, appoint a  second
              qualified independent valuer and if two valuers are appointed  and
              (i)  if  the  values determined by them do not differ by more than
              20%,  the value shall  be  equal to the average of such valuations
              and (ii) if the values  determined  by such valuers differ by more
              than 20%, they shall mutually select a third qualified independent
              valuer whose valuation shall be final and binding on all  parties;

        (i)   that  no  owner  may  be  forced  to sell its interest without its
              consent, except  upon  the  occurrence  of  a  triggering  event;

        (j)   that  any  party  acquiring  an  interest  in  TrusteeCo  will be
              required  to enter  into and/or acknowledge the Owner's Agreement
              and related agreements; and

        (k)   for  standstill  provisions  for  three  years  whereby,  inter
              alia, each party  agrees  not  to  offer  to  purchase  or acquire
              each other's interest in TrusteeCo  in  whole  or in part, solicit
              such  offers,  nor to increase its ownership interest in TrusteeCo
              other  than by way of purchases of shares of TrusteeCo  from other
              shareholders  (excluding the Joint Venturers) made jointly by  the
              Joint Venturers in pro rata proportion to their ownership interest
              in TrusteeCo  on  the  completion  of the transaction contemplated
              hereby.

3.8     TERM

This  Agreement  will  continue  in force and effect until the earliest of:

        (a)   any  Joint  Venturer  purchasing  the  entire  Joint  Venturer's
              Interest of the  other  Joint  Venturer,  such termination to be
              effective only after the completion of the purchase and  payment
              of  all  amounts payable under this Agreement;

        (b)   this Agreement being terminated by the mutual written agreement
              of the Joint  Venturers;

<PAGE>

                                      -9-

        (c)   any  person  other  than  the  Joint  Venturers  purchasing  the
              Joint Venturers'  Interests;  or

        (d)   _____  years  have elapsed since the date of this Agreement,  and
              the term of  this  Agreement  has  not  otherwise  been  extended
              by  the mutual written agreement  of  the  Joint  Venturers.

3.9     SURVIVAL  OF  CERTAIN  OBLIGATIONS

All  obligations  of all Joint Venturers to each other which are incurred before
the  date  of  the  termination of this Agreement under section 3.8 hereof shall
survive  termination  and  continue  in  full  force  and  effect.

                                    ARTICLE 4
                      RELATIONSHIP BETWEEN JOINT VENTURERS

4.1     DISCLAIMER  OF  PARTNERSHIP

The  Joint Venturers expressly disclaim any intention to create a partnership or
to  constitute  the Joint Venturer as partner or agent of the other or any other
relationship  whereby either could be held liable for any act or omission of the
other  (except  as  expressly  provided  in  this Agreement) with respect to the
subject  matter  of  this  Agreement.  Except  as  specifically provided in this
Agreement, no Joint Venturer shall have any authority to act for the other or to
incur  any  obligation on behalf of the other with respect to the subject matter
of  this  Agreement.

4.2     SEPARATE  ACTIVITIES

Except  as  provided  to the contrary in this Agreement, each Joint Venturer may
independently  engage  in any business endeavor, whether or not competitive with
the  objects  of  the Joint Venture, without consulting the other Joint Venturer
and  without  in  any  way  being  accountable  to  the  other  Joint  Venturer.

4.3     NAME  OF  PROJECT

The  Project  is  called  the  Worldturf.com  Joint  Venture.

4.4     GOOD  FAITH

Each  Joint  Venturer  shall  act  honestly  and  in  good faith and in the best
interest  of  the  Joint Venture, the Project and the conduct of the Business by
the Joint Venture and to exercise the degree of care, diligence and skill that a
reasonably  prudent  person  would  exercise  in  comparable  circumstances.

<PAGE>

                                      -10-

                                    ARTICLE 5
                          DECISIONS AND DETERMINATIONS
                             OF THE JOINT VENTURERS

5.1     OVERALL  MANAGEMENT

        (a)   The  overall  management  and  control  of  the  development  and
              operation of the  Joint  Venture  and the Project shall be vested
              in the Joint Venturers, pro rata  in  proportion  to  their  then
              respective  interests in the Joint Venture. Except  as  expressly
              provided  to  the contrary  in this Agreement, all decisions with
              respect  to the acquisition, development, management, control and
              operation of the Joint Venture and the development of the Project
              approved by the Joint Venturers  shall be  binding upon the Joint
              Venturers.

        (b)   The Joint  Venturers  hereby  appoint Michael J. Smith, or in his
              place another representative of Cybernet (the "Cybernet Nominee")
              and  Prakash as the Co-Project  Managers and the Cybernet Nominee
              and Prakash until the earliest of:

              (i)    the Joint  Venturers  agreeing  that  a Project Manager
                     should cease to serve  as  Project  Manager;  or

              (ii)   the  Joint  Venture  Agreement being terminated pursuant
                     to section 3.8 hereof.

        (c)   Subject to the provisions  of section 5.2 hereof, the Co-Project
              Managers shall  be  responsible  for  managing  the  development
              of  the  Business  and  the Project and generally the day-to-day
              activities and affairs of the Joint Venture in  connection  with
              the  Business and are authorized for and on behalf of and in the
              name of  the  Joint  Venturers  to  make  all  expenditures  and
              incur all obligations reasonably  necessary  for  such  purpose.

        (d)   Any  cheques  or  withdrawals  of  the  Joint  Venture  shall
              require the signature  or  endorsement  of a signing officer of
              each of the Joint Venturers.

5.2     MAJOR  DECISIONS

Unless  approved  by  the Joint Venturers in accordance with section 5.6 hereof,
the Joint Venturers and the Co-Project Managers shall not act, expend any sum of
money,  make  a decision or incur any obligation with respect to a matter within
the  scope  of  any  of  the  major  decisions  as  enumerated  below:

        (a)   the  Budget  and business plans for the Project and any material
              changes thereto;

        (b)   all  forms  of  financing  for  the  Project;

        (c)   the terms and conditions of any sale, syndication, or refinancing
              of the Project;

        (d)   the  acquisition  of  any  land;

<PAGE>

                                      -11-

        (e)   the  distribution  of  revenue,  income  or  profit;  and

        (f)   any  other  decision  which  could  be  reasonably  expected  to
              materially  affect  the future  profitability, cash flow, and/or
              equity value of the Project,

              (collectively,  the  "Major  Decisions")

except that, if any Joint Venturer is in Default under this Agreement, the Joint
Venturer  which is not in default shall have the sole right to approve any Major
Decisions.

5.3     DUTIES  OF  THE  CO-PROJECT  MANAGERS

Subject  to the provisions of section 5.2 hereof, the Co-Project Managers shall,
at  the  expense of the Joint Venturers, for and on behalf of and in the name of
the  Joint  Venturers,  implement  or  cause to be implemented all decisions and
determinations approved by the Joint Venturers in accordance with section 5.6(b)
hereof,  coordinate  and  supervise all activities required by the Business, and
operate  and  conduct  or  cause  to  be conducted the day-to-day activities and
affairs  of  the  Joint  Venturers  in  connection  with  the  Business,  all in
accordance with and as limited by this Agreement, including, without limitation,
the  following:

        (a)   hiring  and  supervising  the  activities  of  consultants;

        (b)   liaising  and  entering  into  agreements  with  all  persons
              having jurisdiction over any activities  conducted  in connection
              with the Business;

        (c)   obtaining policies of insurance considered necessary or desirable
              by the Co-Project  Managers  to protect  the Joint Venturers from
              liability, damage or loss  in  respect  of  the  Business;

        (d)   assuring  that  any contractor performing work for the Business
              maintain satisfactory  performance  bonding, if required, workers'
              compensation  insurance  and  insurance  against  liability  for
              injury to persons and property caused by that  contractor;

        (e)   advising  the  Joint  Venturers  immediately  upon  becoming aware
              of or anticipating  a  material deviation from an approved Budget;

        (f)   carrying  out  other  activities  as would normally be carried out
              by in connection with a business of the size, type and location of
              the Business; and

        (g)   supervising day to day operations, relating to the marketing and
              selling of  the  services  of  the  Business.

The  powers  of the Committee are plenary and the Committee may expand or reduce
the  powers of the Co-Project Managers from time to time, provided that any such
action  shall  not  be  considered  a  Major  Decision  for the purposes of this
Agreement.

<PAGE>

                                      -12-

5.4     CONTRACTS  BY  CO-PROJECT  MANAGERS  WITH  AFFILIATES

The  Co-Project  Managers shall not enter into any contract or other arrangement
in  relation  to  their  duties under this Agreement with any Person which is an
Affiliate  of or non-arm's length party to a Project Manager unless the identity
and  relationship  of  such person to such Project Manager has been disclosed to
the  Joint Venturers and the material terms of the contract or other arrangement
have  been  unanimously  approved  by  the  Joint  Venturers.

5.5     PROJECT  MANAGEMENT  FEES

The Joint Venturers shall pay no project management fees to the Cybernet Nominee
or Prakash in their capacity as Co-Project Managers for the performance of their
duties  hereunder.

5.6     OWNER'S  COMMITTEE

The  Joint  Venturers  agree  as  follows:

        (a)   the  Joint  Venturers  hereby  create  a  Committee  composed  of
              two representatives of Cybernet and one representative of Prakash
              to undertake and fulfil those duties  set forth in this Agreement
              and  as  may be delegated under this  Agreement  as duties of the
              Committee.  The representatives of each of the Joint Venturers on
              the  Committee  shall  be  as  follows:

              Cybernet  -  Michael J. Smith and a  second representative to be
                           named by  Cybernet

              Prakash   -  Ravin  Prakash

              If any Joint  Venturer substitutes any of its representative(s) on
              the Committee, such other individual so designated will become the
              representative  of that Joint Venturer  on  the latest of: (i) the
              effective date of such other individual's designation; or (ii) the
              date  upon  which  notice  of  such  designation  is  given to and
              received  by  the  other Joint Venturer in the form and manner set
              forth in section  9.1  hereof;

        (b)   the  quorum  at  any  meeting  of  the  Committee  shall  be  two
              representatives. Each  representative  on  the  Committee will be
              entitled to one vote.  Except for Major  Decisions, action may be
              taken  on  the  affirmative  vote  of  a  majority  of  the
              representatives  present  at  the  meeting  of  the  Committee,
              provided  however,  that while  any  Default  has occurred and is
              continuing, the quorum and voting requirement  for the  taking of
              action  at  any  meeting of the Committee will be reduced  by the
              number of each  Defaulting Joint Venturer.  During such period of
              Default  the representative of the Defaulting Joint Venturer will
              not be entitled to  vote  on  any matters  before  the Committee.
              Action may be taken on Major Decisions on the affirmative vote of
              all representatives present at the meeting of  the  Committee;

<PAGE>

                                      -13-

        (c)   the  Joint Venturers delegate to the Committee the authority to
              make  all  Major  Decisions  and  do all things and execute all
              documents necessary, desirable or useful to enable the Committee
              to carry out its duties under this Agreement;

        (d)   the Committee will,  when  matters  are referred to it by either
              Joint  Venturer  or  the  Co-Project  Managers,  act  upon those
              matters within 10 days of receipt  of  notice  of those matters;
              and

        (e)   the  Committee  may  take  any action required to be taken by it
              without  a meeting  if all the members of the Committee entitled
              to  vote  consent in writing to  that action.  The Committee may
              hold its meetings in person or by conference telephone  call  on
              not  less than 7 days' written notice given by any member of the
              Committee  to  the  other  members.

                                    ARTICLE 6
                                FINANCIAL MATTERS

6.1     REVENUES

Each  Joint  Venturer will be entitled to receive its Proportionate Share of all
revenues  arising  from  or out of the Business to the extent they are available
for  distribution  and  distribution  of those revenues has been approved by the
Committee.

6.2     FINANCING

It  is  intended  that,  to  the greatest extent possible, the Required Funds be
obtained  by  and  from  revenues  arising  from  or out of the Business and the
Projects.  The  Co-Project  Managers  shall use reasonable efforts to arrange to
obtain the Required Funds from such sources and use their best efforts to obtain
the  most  favourable  terms  possible  with  respect  to such financing and the
parties  hereto  shall  provide joint and several guarantees with respect to any
such  financing  if  required  by  a  lender.

6.3     CONTRIBUTION  ACCOUNTS

The  Co-Project  Managers  shall  maintain  a  record  of  a  separate  account
established  for  each  Joint  Venturer  (each account a "Contribution Account")
which  will  consist  of  the  total  of  the  Contributions,  provided  that  a
Contribution  Account  may  never  be  a  negative  amount.

6.4     DISTRIBUTION  OF  PROCEEDS

The  Joint Venturers shall, to the extent that funds from any Joint Financing or
advanced  as  Contributions  or revenues arising from or out of the Property are
available  for  these purposes, apply those funds in the following order (unless
otherwise  unanimously  approved)  to:

        (a)   pay  unpaid  Liabilities  (including,  for  greater  certainty,
              amounts payable  to  the  Consultant);

<PAGE>

                                      -14-

        (b)   provide  reserves  as  approved  by  the  Joint  Venturers  as
              being prudent to pay  unpaid  Liabilities  or  Liabilities  to
              be  incurred  in  the  future;

        (c)   repay  to  the  Joint Venturers their outstanding Contribution
              Accounts pro rata  in  accordance  with the amount outstanding
              Hereunder  provided  that  the  amount  payable  to  any
              Non-Contributing  Joint  Venturer  on account of Default Loans
              plus  interest shall be paid out of the Non-Contributing Joint
              Venturer's pro  rata  share  hereof  to the Contributing Joint
              Venturers  and  the  Non-Contributing  Joint  Venturer  hereby
              irrevocably  directs  such  payment to the Contributing  Joint
              Venturers;  and

        (d)   pay the balance of such funds to or to the credit of the Joint
              Venturers in  accordance  with  their  Proportionate  Share.

6.5     PROVISION  OF  FINANCIAL  INFORMATION

The  Co-Project  Managers  shall  be  responsible  for  the  following:

        (a)   to  keep  all  books  of  account and other records required in
              connection with  the  Property,  the Project or the Business as
              would  normally  be kept by a person  in  connection  with  the
              managing  of  such  Project,  including  keeping  vouchers,
              statements,  receipted bills and invoices covering all receipts
              and disbursements in connection with the Property, and providing
              each  Joint  Venturer free  access  at  all times during normal
              business hours to inspect, examine and copy  those  records and
              promptly furnishing each  Joint  Venturer  with any information
              in connection with the Property, the Project or the Business and
              the activities  of  the Co-Project Managers reasonably requested
              by  each Joint Venturer;

        (b)   to provide the Joint Venturers with financial statements with
              respect to revenues and  expenditures  relating  to  the Project
              within 140 days after the fiscal  year  end of the Worldturf.com
              Joint Venture or as otherwise unanimously approved  by the Joint
              Venturers;

        (c)   to  prepare  reports  of  the  state of the Project, including a
              project  expense  summary  showing, in reasonable detail, costs,
              outlays and expenses made or  incurred by the Joint Venturers in
              connection  with  the  Project and Property and  comparing  such
              costs,  outlays  and expenses to the amounts provided for in the
              Budget;  and

        (d)   to  maintain  a  record  of  each  Joint Venturer's Contribution
              Account  consisting  of  the  total  of  the  Joint  Venturer's
              Contributions in accordance with section  5.6  hereof.

6.6     ACCESS  TO  RECORDS

Each  Joint Venturer shall furnish to the other Joint Venturer information which
it  has  in its possession or control regarding the Property, the Project or the
Business  as  and when such information may be reasonably requested by the other
Joint  Venturer.  Each  Joint  Venturer  shall give the other Joint Venturer, or
that  other  Joint  Venturer's  agent,  employee  or  an  independent  chartered
accountant  designated  by  it,  at  all reasonable times

<PAGE>

                                      -15-

during  normal  business  hours  and at that other Joint Venturer's expense, the
opportunity  to  inspect,  examine and make copies of or extracts from its books
and  records  pertaining  to  the  Property,  the  Project  or  the  Business.

                                    ARTICLE 7
                               PARTITION AND SALE

7.1     WAIVER  OF  PARTITION  AND  SALE

Each  Joint  Venturer  waives  the  benefit of all provisions of law relating to
actions  for  a partition or sale in lieu of partition or administration of real
and  personal  property and no Joint Venturers shall resort to any action at law
or  in equity for partition or sale in lieu of partition of the Property or seek
administration in respect of the Property, except as provided in this Agreement.

                                    ARTICLE 8
                                     DEFAULT

8.1     NOTICE  OF  DEFAULT

Any  Joint  Venturer which is not in Default may deliver to the Defaulting Joint
Venturer  a  notice in the manner set forth in section 9.1 hereof specifying the
Default.

8.2     RIGHTS  UPON  DEFAULT

If  the  Defaulting  Joint  Venturer  does not cure the Default specified in the
notice  referred to in section 10.1 within the time prescribed in this Agreement
after receipt of such notice, any other Joint Venturer shall have any and all of
the  following  rights:

        (a)   to  bring  any  proceedings  in  the  nature  of  specific
              performance, injunction  or  other  equitably  remedy,  it
              being  acknowledged  by  the  Joint  Venturers  that  damages at
              law may be inadequate remedy for a default, breach or threatened
              breach  of  this  Agreement;  and

        (b)   to  bring any action at law or in equity as may be permitted in
              order to recover  damages.

8.3     NON-WAIVER

No  consent  or  waiver  of  any  breach or Default by any Joint Venturer in the
performance  of  its  obligations  under  this  Agreement  shall be deemed to be
construed  to  be  consent  to  or  waiver of any other breach or Default in the
performance  by that Joint Venturer of the same or any other obligations of that
Joint  Venturer under this Agreement.  Failure by any Joint Venturer to complain
of any act or failure to act of any other Joint Venturer or to declare any other
Joint Venturer in Default, irrespective of how long such failure continues, will
not  constitute  a  waiver  by  that  Joint  Venturer  of  its rights under this
Agreement.

<PAGE>

                                      -16-

                                    ARTICLE 9
                                 INDEMNIFICATION

9.1     INDEMNIFICATION

        (a)   Each Joint Venturer shall indemnify the other Joint Venturer and
              hold  it harmless  from  all  claims,  losses,  costs,  charges,
              fees, expenses, damages, obligations and responsibilities arising
              by reason of  any action or  omission of the  other  outside  the
              scope  of  the authority specifically provided by this Agreement.

        (b)   The  Joint  Venturers  shall  indemnify the  Trustee  from  and
              against  all liabilities  losses,  costs,  actions,  claims  or
              expenses  resulting  from  the  Trustee's  holding of the legal
              title to or dealing with the Property, except to the  extent that
              the same results from a dishonest, fraudulent or negligent act
              or  omission  of  the  Trustee.

9.2     EXCEPTION

If  either Joint Venturer, with the consent of the other Joint Venturer, becomes
liable,  indebted  or  a  guarantor  for  moneys  borrowed  or other obligations
incurred  by  the  Joint  Venture,  the other Joint Venturer shall indemnify the
first Joint Venturer to the extent of the Proportionate Share of the other Joint
Venturer.

                                   ARTICLE 10
                                     NOTICES

10.1     NOTICES

Unless a particular provision of this agreement requires delivery in a specified
manner,  all  notices,  demands,  approvals,  consents  or  requests  and  other
communications  which  may  or  are required or permitted to be given under this
Agreement,  shall  be given or made in writing and shall be delivered personally
or  sent  by  facsimile  at  the  offices  of  each  of  the parties as follows:

     CYBERNET  INTERNET  SERVICES  INTERNATIONAL,  INC.
     c/o  Suite  1620  -  400  Burrard  Street
     Vancouver,  British  Columbia  V6C  3A6
     Fax#:  (604)  683-3205
     Attention:  President

     RAVIN  PRAKASH
     1st  Floor,  13  Babar  Lane,  New  Delhi,  11001  India
     Fax  #:  91  124  2396285
     Attention:  Ravin  Prakash

Where  given  by  prepaid mail, any notice shall be deemed to have been given on
the  third  postal  delivery  day  next following mailing.  During any period of
disruption  of  postal  service,  notices  shall  be  delivered personally or by
facsimile.  Where  sent  by  facsimile,  any notice shall be deemed to have been
given  on  the  next  business  day.

<PAGE>

                                      -17-

By giving to the other parties at least 7 days' notice, any party may change its
address  for  delivery  for  purposes  of  this  Article  to  any other address.

                                   ARTICLE 11
                               GENERAL PROVISIONS

11.1     GOVERNING  LAW

This Agreement shall be governed by and construed in accordance with the laws of
the  Turks  and  Caicos  Islands.

11.2     BINDING  EFFECT

This Agreement shall enure to the benefit of and be binding on the parties to it
and  their  respective  successors  and  permitted  assigns.

11.3     ASSIGNMENT

Except  as  otherwise  provided  herein,  a  party may not assign its rights and
obligations  under  this Agreement to another person without the written consent
of the other parties hereto.  Notwithstanding the foregoing, Cybernet may assign
its  rights  and  obligations  under this Agreement to a wholly-owned subsidiary
which  agrees  to  be  bound  by  the  terms  and  provisions  contained herein.

11.4     INVALIDITY

Each  provision  of  this  agreement  is  intended  to  be  severable and if any
provision  is  found  to be illegal, invalid or unenforceable, the finding shall
not  affect  the  validity  of  the  other  provisions.

11.5     ENTIRE  AGREEMENT

This Agreement represents the entire agreement between the parties pertaining to
the  subject  matter  of  this  Agreement  and  supersede  all prior agreements,
understandings,  negotiations  and  discussions  whether  oral or written of the
parties and there are no warranties, representations or other agreements between
the  parties  in  connection with the subject matter of this Agreement except as
specifically  set  forth  in  this  Agreement.

11.6     AMENDMENT  OF  AGREEMENT

No  supplement,  modification,  waiver  or termination of this Agreement will be
binding  unless  executed  in writing by the Joint Venturer to be bound thereby.

11.7     TIME

Time  will  be of the essence of this Agreement, except as specifically provided
otherwise  in  this  Agreement.

<PAGE>

                                      -18-

11.8     FURTHER  ASSURANCES

The  parties  shall  execute  all  such  further documentation and take all such
further  documentation  and  take all such further action as may be desirable to
give  full  effect  to  this  Agreement.

11.9     COUNTERPARTS

This  Agreement  may  be  executed  in  any number of counterparts with the same
effect  as  if  all parties had signed the same document.  All counterparts will
constitute  one  and  the  same  agreement.  This  Agreement may be executed and
transmitted  by  facsimile  transmission and if so executed and transmitted this
Agreement  will be for all purposes as effective as if the parties had delivered
an  executed  original  Agreement.


IN  WITNESS  THEREOF the parties have caused this Agreement to be executed as of
the  date  first  above  written.


CYBERNET  INTERNET  SERVICES  INTERNATIONAL,  INC.


Per:    /s/  Michael  J.  Smith
      ----------------------------
        Authorized  Signatory




  /s/  Ravin  Prakash
----------------------------------
RAVIN  PRAKASH