Exhibit 10.23

                             COOPERATIVE MEMORANDUM

                                                                   March 6, 2000

Intended Cooperators:

ADATOM.COM., INC., USA

SHENZHEN BAY INDUSTRIAL, EDUCATIONAL & RESEARCH CENTER

On March 5th, 2000, the former vice president of State University of
Massachusetts, chairman of Neeonix Inc., USA, representative for the mayor of
Milpitas and director of Adatom.com.Inc, Dr. Victor W. Nee paid a visit to the
cooperative institution initiated by Shenzhen Government Peking University (PKU)
and Hong Kong University of Science and Technology (HKUST) - Shenzhen Bay
Industrial, Educational & Research Center (SBIERC), Shenzhen Hi-tech Industrial
Park (SHIP), Shenzhen Virtual University Park and PKU Jade Bird Co. Ltd. Mr. Liu
Yingli, vice general secretary of Shenzhen Municipal government, general
director of Shenzhen High-tech Industrial Park, met with Dr. Nee in his office.
Dr. Nee had a friendly talk with vice director of Domestic Cooperation committee
of Peking University, Executive director of SBIERC Mr. Luo Fei, etc. Both
parties proceeded a constructive discussion about the possibility of further
cooperation. Dr. Nee outlined his 20 years experiences in dealing with various
sectors from the United States federal government, Education, Industrial &
Commercial field, as well as having established close relationships for the
counterparts in China. Professor Shi introduced major functions of SBIERC, as a
"Combo of Official, Industrial, Educational, Research & Capital Base." She
particularly mentioned of fascinating investment environment in Shenzhen, rich
resources of PKU and HKUST. Dr. Nee was deeply impressed with the operation
pattern of SBIERC, especially with the prospective of SHIP and the
accomplishment of Shenzhen urban constructions. He brought the message from the
mayor of Milpitas, hoping to set up a positively cooperative relationship
between US Silicon Valley and SBIERC. Both parties agreed upon to realize that
this kind of cooperation has got clear objectives and practical foundation,
therefore, the plan could be worked out step by step according to short-term or
mid-term planning strategies. Mr. Luo Fei has been designated to be responsible
for the promotion of this project. Therefore, the intention of cooperation has
been reached be Adatom.com.Inc (Party A) and SBIERC (Party B) as the following:

1. TO COOPERATE IN DEVELOPING AND FACILITATING NETWORK RESOURCES.

One network company shall be co-sponsored and established in Shenzhen. A
business plan will be developed by Adatom.Com.Co. of USA and SBIERC. After both
parties agreed on the budget in the plan, investment capital will be provided by
both parties according to agreed destination. As estimation, the initial
investment shall be of USD2 million, subsequent financing shall be of USD5
million to 10 million. The company will focus on developing China technology and
product exchange network station ( e.g., a bilingual internet system ), and
China's IT Product Procurement Network. The business varieties shall be explored
by both parties. Party B shall be responsible for the procedures of
incorporation in Shenzhen, whereas Party A shall be bonded in bringing the joint
venture into public in the US within 12 months.

2. TO COOPERATE IN DEVELOPING AND FACILITATING ONLINE EDUCATION PLATFORM

Party A shall be responsible for searching successful Online Education Platform
in America, whereas Party B ought to make a quality combination between the
ongoing education courses in China and the Online Education Platform in the US.
In respect of education market demand in China, using of resources in both
parties' places both parties shall be, on one hand, carrying out specialized
talent training, on the other hand, adventuring the effective connection between
online education and capital market.

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3. TO SET UP VENTURE CAPITAL FUND:

The fund shall be registered as a limited partnership firm in Hong Kong. The
main purpose is to invest upon hi-tech project inland and relevant hi-tech
enterprises for both America and China/

4. TO JOINTLY SPONSOR "GLOBAL NETWORK ECONOMIC FORUM"

The proposition shall be as network economic development strategy and industrial
orientations, network talent in the new century and technical resources. The
forum shall be anticipated at high level and be authoritative, which look
forward to the future international development trends. Party A shall be
responsible for promotion of the idea and inviting relevant participants in the
US. Party B shall undertake the actual preparation in China. The first time of
the forum shall be held in the year of 2000 or 2001 and in the subsequent years.











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