<PAGE>

                                                                    EXHIBIT 10.9


                      Sino-Foreign Joint Venture Contract
                               December 31, 1999


<TABLE>
<CAPTION>
<S>      <C>
         DEFINITIONS

I.       CONTRACTING PARTIES

II.      ESTABLISHMENT OF SINO-FOREIGN JOINT VENTURE COMPANY

III.     SCOPE AND SCALE OF OPERATION

IV       TOTAL CAPITAL INVESTMENT AND REGISTERED CAPITAL

V.       RESPONSIBILITIES OF THE PARTIES

VI.      BOARD OF DIRECTORS

VII.     OPERATION MANAGEMENT

VIII.    LABOR MANAGEMENT

IX       TAX, FINANCE AND AUDICCOUNTING

X.       INSURANCE

XI.      CONFIDENTIALITY

XII.     TERM OF CONTRACT

XIII.    TERMINATION AND CLOSE OF ACCOUNTS

XIV      BREACH OF CONTRACT

XV.      FORCE OF MAJEURE

XVI.     RESOLUTION OF DISPUTES

XVII.    GOVERNING LAW

XVIII    EFFECTIVENESS AND OTHERSMISCELLANEOUS

IXX      LANGUAGE
</TABLE>


                                  DEFINITIONS

      The following terms should contain the following meanings unless otherwise
defined in this Contract:

0.01  "Party A"
<PAGE>

      Beijing Sino-Tech Science and Technology Development Center, a limited
      liability corporation legally registered in the People's Republic of
      China, located at #26, 4th Street, Chuangye Zhong Lu, Shangdi Information
      Industry Base, Haidian District, Beijing, 100085, P. R. China.

0.02  "Party B"
      China Education and Research Network Center, a non-for-profit organization
      legally registered in the People's Republic of China, or its wholly owned
      subsidiary, located at Central Building #224, Tsinghua University,
      Beijing, 100084, P. R. China.

0.03  "Party C"
      ASPAC Communications, Inc., a Delaware corporation, located at 2049
      Century Park East, Suite 1200, Los Angeles, California, 90067, U. S. A.

0.04  "Contract"
      Refers to the Sino-foreign Cooperative Joint Venture Contract entered
      between Party A, Party B and Party C on December 31, 1999.

0.05  "PRC" or "China"
      Refers to the People's Republic of China.

0.06  "Approval Authorities"
      Refers to People's Republic of China's Ministry of Foreign Trade and
      Economic Cooperation or State Counsel authorized organizations.

0.07  "Articles"
      Refers to Articles of Association of the Sino-foreign Joint Venture
      company, formed by Party A, Party B and Party C based on this Contract.

0.08  the "Company"
      Refers to the Sino-Foreign Joint Venture company, a limited liability
      corporation, formed by Party A, Party B and Party C based on this
      Contract.

0.09  "Effective Date"
      Refers to the effective date of this Contract, which is the date that the
      Approval Authority approves this Contract and the Articles.

0.10  "Board"
      Refers to the Board of Directors of the Company.

0.11  "Executive Officers"
      Refers to General Manager, Vice General Manager and other officers
      appointed by the Board of Directors.

0.12  "One Party", "All Parties" or "Three Parties"
      One Party refers to one of Party A, Party B and Party C. All Parties or
      Three Parties refers to all parties, i.e. Party A, Party B and Party C.

0.13  the "Project"
      Refers to the development of a nationwide Internet access and service
      network.

0.14  "Renminbi" ("RMB")
      Refers to the official currency used in the PRC.

0.15  "Administration of Foreign Exchange"
      Refers to the PRC State Administration of Foreign Exchange and/or its
      local branch.
<PAGE>

0.16  "Administration of Industry and Commerce"
      Refers to the PRC State Administration of Industry and Commerce and/or its
      local branch.

0.17  "U.S. Dollar" (US$)
      Refers to the official currency used in the United States of America.

0.18  "Employees"
      Refers to the Company's employees besides Executive Officers.


                            JOINT VENTURE CONTRACT

In accordance with "The law of the People's Republic of China on Sino-Foreign
Joint Venture" and other related laws and regulations of the People's Republic
of China (the "PRC"), Beijing Sino-Tech Science and Technology Development
Center ("Party A"), China Education and Research Network Center or it wholly
owned subsidiary (CERNET) ("Party B"), and ASPAC Communications, Inc. ("Party
C") agreed to form a Sino-foreign Joint Venture ("SFCJV") company and enter into
the following Sino-foreign Joint Venture Contract ( the "Contract").


                            I.  CONTRACTING PARTIES

1.01  Parties
      --------

      A.  Party A: Beijing Sino-Tech Science & Technology Development Center
          Legal Representative: Xu, Yawen
          Title: General Manager
          Nationality:
          Chinese Fax Number: (8610) 62983428

      B.  Party B:  China Education and Research Network Center (CERNET) or its
          wholly owned subsidiary
          Legal Representative:  Wu, Jian Ping
          Title:  Director, and Director of The Specialist Committee
          Nationality:  Chinese
          Fax Number:  (8610) 62785933

      C.  Party C:  ASPAC Communications, Inc.
          Legal Representative:  Marc F. Mayeres
          Title:  President
          Nationality:  U.S. Citizen
          Fax Number:  (001-310) 712-3286

1.02  Representations and Warranties:
      -------------------------------
      Upon the Contract's signing date and Effective Date, Party A, Party B, and
      Party C respectively represent and warrant to each other that:

      (1)  the respective party is legally established in conformity with the
           registered country's laws and regulations and is in good standing.

      (2)  the respective party has full power, all necessary authorities and
           approvals, and is competent to execute this Contract and to perform
           its obligations hereunder and to consummate each responsibility
           contemplated hereby.
<PAGE>

      (3)  the respective party has taken all necessary actions to authorize the
           signing and execution of this Contract. The representative of the
           respective party that signs this Contract is fully authorized with
           letter of Authorization or other similar document, and has the power
           to sign for the party and to bind the party under this Contract.

      (4)  execution and performance of this contract does not and will not
           constitute a default under or a violation of the respective party's
           Articles, Business License, By- laws or any law, statute, regulation,
           authority or approval, or any other instrument to which the
           respective party or the other party may be bound subject under any
           contract or agreement.

      (5)  to the best knowledge of each respective party, there is no pending
           or actual law suit, arbitration, or legal, administrative, or other
           proceeding, or governmental investigation against or affecting the
           respective party or by any means affecting the respective party's
           ability to sign and execute this Contract hereby.


                       II.  ESTABLISHMENT OF SINO-FOREIGN
                             JOINT VENTURE COMPANY

2.01  Establishment of the Company
      ----------------------------
           The Three Parties agree to establish a Joint Venture company (the
      "Company") with limited liability in the PRC under The Law of People's
      Republic of China on Sino-Foreign Joint Venture Enterprises and other
      related regulations as well as stipulations in this Contract upon the
      Effective Date of this Contract.

2.02  The Company's name and Location
      -------------------------------
      (1) Name: The Company's name in Chinese is:
      [_][_][_][_][_][_][_][_][_][_][_][_](to be confirmed). The Company's name
      in English is: YeeYoo Network Technology Co., Ltd. (to be confirmed).
      (2) Address:  The Company's legal location is: Haidian District, Beijing,
      PRC.

2.03  Governing Laws and Regulations
      ------------------------------
      Activities of the Company shall be in accordance with all PRC laws,
      decrees and regulations.

2.04  Beginning of Operation
      ----------------------
      The Company is a limited liability company. All parties shall undertake
      the liability of the Company subject to their investment amount. All
      parties agree to share risks and rewards, profits and losses of the
      Company based on each party's share ownership ratio in the registered
      capital of the Company. The Company shall start operation upon issuance of
      its Business License.


                      III.  SCOPE AND SCALE OF OPERATION

3.01  Scope and Scale of the Company
      ------------------------------
      The Company is engaged in:
      (a)  The development of Wireless broadband high speed access equipment.
      (b)  Internet and networking products development and sales.
      (c)  Software development and sales.
      (d)  The investment and development of Internet network.
      (e)  The development of the Internet technology and its application
           services.


             IV.  TOTAL CAPITAL INVESTMENT AND REGISTERED CAPITAL

4.01  Total Capital Investment
      ------------------------
<PAGE>

      The total capital investment of the Company for this Project is initially
      expected to be Ten Million Dollars (US$ 10,000,000).

4.02  Total Registered Capital
      ------------------------
      The total registered capital of the Company is Five Million Dollars
      (US$5,000,000). In which: Party A shall contribute Five Hundred Thousand
      Dollars (USD$500,000), accounting for 10% of the registered capital; Party
      B shall contribute One Million Dollars (US$1,000,000), accounting for 20%
      of the registered capital; Party C shall contribute Three Million Five
      Hundred Thousand Dollars (US$3,500,000), accounting for 70% of the
      registered capital.

4.03  Contribution and Conditions for Co-operation
      --------------------------------------------
      (1)  Conditions for co-operation to be provided by Party A shall include:

           Party A shall contribute a sum of capital equivalent to Five Hundred
           Thousand Dollars (US$ 500,000) to the Company towards registered
           capital, accounting for 10% of the total registered capital. The
           contribution by Party A shall be in cash or tangible or intangible
           assets agreed by the Three Parties.

      (2)  Conditions concerning Party B's investment co-operation shall
           include:

           Party B shall contribute a sum of capital equivalent to One Million
           Dollars (US$ 1,000,000) to the Company towards registered capital,
           accounting for 2015% of the total registered capital. The
           contributions by Party B shall be cash or tangible or intangible
           assets agreed by the Three Parties.

      (3)  Conditions for co-operation to be provided by Party C shall include:

           Party C shall contribute a sum of capital equivalent to Three Million
           Five Hundred Fifty Thousand Dollars (US$ 3,500,000) to the Company
           towards registered capital, accounting for 705% of the total
           registered capital. The contributions by Party C shall be in US
           Dollars.

4.04  Certificate of Investment
      -------------------------
      The investment payments toward the registered capital from the Three
      Parties shall be certified by a certified public accountant agreed by the
      Three Parties. After receiving a satisfactory certificate recording such
      investment, the Company shall issue a Certificate of Investment, including
      the amount and share ownership of the registered capital, signed by the
      Chairman of the Company to the Three Parties within thirty (30) days. A
      copy of the Certificate of Investment shall be submitted to and filed with
      the Approval Authority.

4.05  Equity Sharing
      --------------
      Equities of the Company shall be distributed in percentage as follows:
               Party A: 10%      Party B: 20%     Party C: 70%

4.06  Transfer of Rights and Equities
      -------------------------------
      Before One Party (the "Transferor) wishes to transfer, in whole or part,
      its shares in the Company to a third party, the Transferor must obtain
      written consent from the other Two Parties and the approval from the Board
      of Directors and the Approval Authority. The other Two Parties have the
      right of first refusal to purchase the shares that the Transferor wishes
      to transfer. After receiving approval from the Approval Authority and when
      transferring shares according to stipulations stated above, the Company
      shall proceed with Change of Registration with the Administration of
      Industry and Commerce.

4.07  Addition to Registered Capital
      ------------------------------
      The registered capital may be increased from time to time, within the
      duration of the co-operation, subject to the approval of the Board of
      Directors (the "Board") and the Approval Authority. The contribution from
      All Parties to increase the registered capital pursuant to the funding
      plan shall be
<PAGE>

      pro rata in accordance with the share ratio of each party at the time of
      such capital increase. If One Party declines to increase the registered
      capital, the other parties then have the first right of refusal to
      increase the whole or a portion of the amount of the increase in
      registered capital which is rejected by the other party. The rights and
      obligations of each party shall also be adjusted pursuant to the new share
      ownership ratio. Upon receiving approval from the Approval Authority, the
      Company shall proceed the registration process with the Administration of
      Industry and Commerce. Party A and Party B have the right to invest their
      portion of the addition to the registered capital with tangible or
      intangible assets that are agreed by the Three Parties.


                     V.   RESPONSIBILITIES OF THE PARTIES

5.01  Responsibilities of Party A
      ---------------------------
      In addition to other obligations stipulated under this Contract, Party A
      shall be responsible for the following matters:

      (1)  Being in charge of applying from the competent authorities of the
           PRC, for the approval of the establishment and registration of the
           Company, and business license, etc. Assisting the Company in applying
           for and obtaining Preferential Taxation, Tariff Reduction and
           Exemption, and other preferential investment treatments that are
           obtainable under PRC laws.

      (2)  Assisting the Company in obtaining equipment, materials, as well as
           office equipment and materials within the PRC.

      (3)  Assisting the Company in recruiting qualified Executive Officers and
           Employees in China. Arranging transportation for imported equipment.

      (4)  Assisting the Company in applying for import licenses for necessary
           machinery equipment, goods and materials.

      (5)  Assisting the foreign employees of the Company in obtaining all
           necessary entry visas and work permits. Arranging meals,
           accommodations, office spaces, local transportation, and emergency
           medical treatments for expatriate personnel of the Company. All out
           of pocket costs for the above mentioned matters shall be the
           responsibility of the Company

      (6)  Assisting the Company and its foreign employees in opening bank
           accounts denominated in both RMB and convertible currencies.

      (7)  Assisting Chinese employees of the Company in obtaining necessary
           exit and entry permits and Visas for their overseas trips required by
           the Company's activities and operations.

      (8)  Assisting and cooperating with the Company to carry out the Company's
           products and services on CERNET's and other networks' infrastructure.

      (9)  Handling all other matters appointed by the Company.

5.02  Responsibilities of Party B
      ---------------------------
      In addition to other obligations stipulated under this Contract, Party B
      shall still be responsible for the following matters:

      (1)  Providing technical support for the on-going operations of the
           Company;

      (2)  Providing the network platform for the Company;

      (3)  Assisting and cooperating with the Company to carry out the Company's
           services on CERNET's and other network's infrastructure;
<PAGE>

      (4)  Assisting the Company in obtaining related information resources;

      (5)  Assisting the Company in operation and maintenance of the Internet
           network;

      (6)  Providing the technical training programs for the Company;.

      (7)  Handling other matters appointed by the Company.

5.03  Responsibilities of Party C
      ---------------------------
      In addition to other obligations stipulated under this Contract, Party C
      shall still be responsible for the following matters:

      (1)  Assisting and introducing to the Company opportunities in obtaining
           modern management techniques.

      (2)  Assisting the Company, along with Party A, in obtaining necessary
           foreign entry visa and working permits required by the Company's
           activities and operation.

      (3)  Assisting the Company in recruiting qualified foreign employees and
           consultants when necessary.

      (4)  Assisting the Company in the management of its operations and
           introducing to the Company advanced and efficient management
           techniques.

      (5)  Assisting the Company raise necessary funds for its business
           development.


                           VI.    BOARD OF DIRECTORS

6.01  Composition of Board of Directors
      ---------------------------------

      (1)  The date that the Company obtains its Business License shall be
           considered as date that the Board is established.

      (2)  The Board of Directors (the "Board") shall consist initially of five
           Directors. One Director shall be appointed by Party A, one Director
           shall be appointed by Party B and three Directors shall be appointed
           by Party C. Each of the Three Parties shall notify the other parties
           of the names of its appointed Directors.

      (3)  Each Director's term of office is three years, renewable with
           consecutive appointment from the original appointing party. Vacancies
           in the Board resulting from a Director's retirement, resignation,
           illness, incapacity, death or the original appointing party's removal
           of the Director shall be replaced by appointment from the original
           appointing party. The replacement Director shall serve out the term
           of his predecessor. All Parties have the right to replace their
           appointed Directors.

      (4)  Chairman of the Board (the "Chairman") shall be jointly appointed by
           Party C and Vice Chairman of the Board (the "Vice Chairman") shall be
           appointed by Party B. Chairman is the legal representative of the
           Company.

6.02  Board of Directors Meeting and Authorities
      ------------------------------------------

      (1)  The Board represents the highest authority in the Company.
<PAGE>

      (2)  The Board may hold its meetings in locations as the Three Parties
           from time to time may determine. All Directors shall be given written
           notices for the Board meeting (all Directors must receive such
           notices no less than 15 days before the meeting). Notice of Board
           meeting shall state agenda of the meeting, all related information
           and documents, and time and place of the meeting.

      (3)  The Board meeting shall be held at least once a year and shall be
           hosted by the Chairman. If more than 1/3 of the Directors submit
           written request of a Board meeting to the Chairman, the Chairman may
           call for a temporary Board meeting. Minutes of the Board meetings
           shall be recorded and kept in the Company file.

      (4)  If Director(s) cannot be present in person to attend the Board
           meeting, he/she (they) can delegate representative(s) to participate
           with written consent(s). Such representative(s) shall be provided
           with the same rights as Director(s). Absence or delegation of
           Director(s) shall be considered as waiver of such rights.

      (5)  Participation of 2/3 of Directors then in office either by presence
           in person or delegation shall constitute a quorum for all purposes in
           any Board meeting. Each participating Director (including Chairman
           and Vice-Chairman), either in person or by delegation, shall have one
           voting right.

      (6)  The following matters must be unanimously approved by all Directors
           prior to adoption of resolution:

           (i)   Amendment of By-Laws;
           (ii)  Mergers, separations, and changes in the form of organization;
           (iii) Dissolution of the Company;
           (iv)  Mortgage of the Company's assets;
           (v)   Other matters agreed by Three Parties that must be unanimously
                 approved by all Directors in a Board meeting prior to adoption
                 of resolution.

      (7)  The following matters must be approved by majority of Directors prior
           to adoption of resolution:

           (i)   Approval of the Company's business plan, budget and final
                 accounting;
           (ii)  Acquisition, significant expansion, discontinuation or
                 dissolution of any business;
           (iii) Increase or decrease of the Company's registered capital;
           (iv)  Decisions regarding the Company's sinking fund, business
                 development fund, employee fringe benefits and rewards fund,
                 and any other Company funds' fiscal distribution.
           (v)   Employment terms and conditions for Executive Officers and
                 Employees.

      (8)  All other matters that need Board meeting's resolution could be
           proposed in an appropriate Board meeting and could be approved by
           simple majority's affirmative votes by Directors in presence or in
           delegation.

      (9)  All actions to be taken by the Board may be taken without a meeting
           if majority of the Board members consent thereto in writing, and the
           writing or writings shall be filed with the minutes of the
           proceedings of the Board. Such action shall hold the same authority
           as if it was unanimously approved by all members in a Board meeting.

      (10) The Board will provide complete and accurate minutes for all Board
           meetings (including copy of the notices of Board meetings) and all
           businesses transacted during Board meetings in both Chinese and
           English. Minutes of Board meeting shall be distributed to all members
           of the Board as quickly as possible as permitted by practicable
           situations (but no later than 21 days after the meeting). A Director
           who proposes any change or addition to the Minutes shall
<PAGE>

           present to the Chairman or the Vice-Chairman in writing for such
           change and addition within two (2) weeks of receipt of the Minutes.
           Minutes of Board meeting shall be finalized by Chairman and Vice-
           Chairman within forty five (45) days after such meeting, and shall be
           signed by all Directors within two (2) weeks after receipt of the
           finalized Minutes.

      (11) Members of the Board are not compensated for serving as Directors.
           However, the Company shall be responsible and shall reimburse
           Directors for all reasonable expenses occurred when performing their
           Director duties.


                           VII. OPERATION MANAGEMENT

7.01  Organizations of Management
      ----------------------------
      The Company adopted a management system that under the supervision of the
      Board, all Executive Officers are responsible to the Board. The Company
      assigns one General Manager, several Vice General Managers and other
      Executive Officers determined by the Board. General Manager shall be
      nominated by Party C and approved by Board of Directors while the Vice
      General Manager shall be nominated by the General Manager and approved by
      the Board of Directors. Other appointment and removal of Executive
      Officers shall be determined by the General Manager and reported to
      majority votes of the Board. General Manager and Vice General Managers can
      only be removed from duty by Board Resolutions.

7.02  Duties and Authorities of General Manager and Vice General Manager
      ------------------------------------------------------------------
      The Company assigns a General Manager who will be in charge of the
      management of the daily operation of the Company. The General Manager is
      responsible to the Board and performs all businesses and duties directed
      by the Board. A Vice General Managers shall operate in coordination with
      the General Manager, and shall report and be responsible to the General
      Manager. The General Manager and the Vice General Managers shall consult
      and discuss with each other and consolidate opinions when executing the
      operating policies, operating programs, and implementing plans of the
      Company. The General Manager and the Vice General Managers shall devote
      their full attentions to perform their duties, and all other duties listed
      under the Company's By-Laws. The General Manager and the Vice General
      Manager shall neither engage in or carry on as other business entity's
      employee, nor participate in any business entity that is in competition
      with any business carried on from the Company.

7.03  Engagement of General Manager and Vice General Manager
      ------------------------------------------------------
      The General Manager and the Vice General Managers shall be engaged by the
      Board. The Board reserves the right to terminate employment by Board
      Resolution if the General Manager or the Vice General Managers are found
      not qualified for the job duties or committed an act of fraud or gross
      negligence. Any damages occurred to the Company's business or goodwill
      shall be the responsibility of the General Manager or the Vice General
      Managers as permitted by the governing laws.


                            VIII.  LABOR MANAGEMENT

8.01  Guidance and Principles
      -----------------------
      The Board shall prepare employment plans, in accordance with "Regulations
      Regarding Labor Management of Sino-Foreign Joint Ventures in the People's
      Republic of China", regarding the recruiting, engaging, firing, salary,
      insurance, welfare, and other benefit of the Company's officers and
      employees, with the final terms to be specified in the labor contract
      between the Company and the Company's labor union or each individual. Such
      labor contracts shall be filed with local labor management department

8.02  Employees
      ---------
      After the establishment of the Company, employees shall be hired by the
      Company according to executed employment agreements. Such employment
      agreements shall specify the employment,
<PAGE>

      duties and benefits (including confidentiality and non-compete
      obligations). The Board shall approve common structures, clauses, and
      terms defined in the employment agreement.

8.03  Executive Officers
      ------------------
      (1)  Executive Officers shall be employed by the Company based on
           individual employment agreements.

      (2)  The employment, compensations, insurance, and benefits, and travel
           accommodation standards of Executive Officers shall be determined by
           the Board.

8.04  Compliance with Regulations of Labor Protection
      -----------------------------------------------
      The Company shall comply with the PRC government's rules and regulations
      regarding labor protection, and shall ensure safety and civilized
      operations. The workers' compensation insurance of the Company's employees
      shall comply with related governing PRC regulations.


                      IX.  TAX, FINANCE AND AUDICCOUNTING

9.01  Tax
      ---
      The Company shall pay taxes pursuant to the relevant PRC laws and
      regulations. The Company shall use its best efforts to apply for and to
      obtain local and national Preferential Taxation and Reduced Taxation
      Benefits available for foreign invested enterprise. The Company's
      employees, either domestic or expatriate, shall pay income tax to the
      State in accordance to the "Individual Income Tax Law of the PRC".

9.021 Accounting System
      -----------------
      The fiscal year of the Company shall be based on a calendar year system.
      Each fiscal year shall begin on the first day of January and end on the
      last day of December in that year. The Company shall record its accounting
      records in Chinese the PRC and one foreign language agreed by the Three
      Parties.

9.03  Audit
      -----
      The Company shall engage an independent PRC certified public accountant(s)
      agreed by the Three Parties to audit the Company's financial statements in
      accordance with related rules and regulations. The audit report shall be
      submitted to the Board and the General Manager. Each of the Three Parties,
      separate or together, may invite an accountant or an accounting firm to
      check the Company's accounting and financial records at any time at its
      own expenses. The Company and its employees shall provide the necessary
      assistance and convenience for that accountant.

9.04  Financial Statements
      --------------------
      During the first quarter of each fiscal year, the General Manager shall
      supervise the preparation of the previous year's balance sheet, income
      statement, plan for profit distribution and other financial statements and
      shall submit such statements to the Board for examination.

9.05  Bank Accounts and Management of Foreign Exchange
      ------------------------------------------------
      The Company shall separately establish bank accounts denominated in RMB
      and foreign currency in the Bank of China or other bank(s) appointed by
      the Administration of Foreign Exchange or the Board. The Company shall
      handle matters relating to foreign currency exchange in accordance with
      PRC regulations of foreign exchange management.


                                X.   INSURANCE

10.01 Insurance
      ---------
      The Company shall obtain its property insurance, transportation insurance
      and other types of insurance from a PRC or an international insurance
      company. Such insurance shall be quoted in
<PAGE>

      RMB and/or foreign currencies based on specific situations. The type of
      insurance and insured amount shall be decided by the Board in accordance
      with applicable PRC laws and regulations.


                             XI.  CONFIDENTIALITY

11.01 Confidentiality
      ---------------
      (1)  Within the duration of the Contract, One Party can disclose
           confidential and special information to the other Two Parties of the
           Contract. In addition, the Three Parties can from time to time, when
           appropriate, obtain confidential and special information regarding
           the Company's operation throughout the co-operation duration.
           Similarly, the Company can from time to time, when appropriate,
           obtain confidential and special information of the Three Parties.
           Within the duration of the Contract and five (5) years after its
           termination, each party that is in receipt of information mentioned
           above shall:

           (i)   keep confidentiality of such information;
           (ii)  not disclose such information to anyone or any entity, except
                 to Directors, senior officers or other employees who shall know
                 such information in order to carry out the contract functions;
           (iii) not use such information for any other purposes except for
                 business matters specified in this Contract.

      (2)  The obligation concerning confidentiality mentioned above does not
           apply to any part of the information specified below:

           (i)   information with written records that already known by the
                 receiving party before receiving the confidential information;
           (ii)  confidential information has already been known (or become
                 known) to the public, and this situation is not a result of the
                 negligence or breach of contract of the receiving party;
           (iii) confidential information obtained by receiving party from a
                 third party that does not have the obligation to keep this
                 information in confidence;
           (iv)  confidential information the receiving party develops by itself
                 under conditions not violating this Contract;
           (v)   information that receiving party is obligated to disclose under
                 law or valid orders issued by any government department; and
           (vi)  Information that One Party is obligated to provide to
                 prospective investors or cooperating partners in order to seek
                 investors or carry out businesses for the Company.

      (3)  The confidentiality clause and rights and obligations thereunder
           shall remain valid within five (5) years after termination of this
           Contract, even if the Company is terminated, dissolved, or closed
           accounts.


                        XII.  DURATION OF CO-OPERATION

12.01  Duration of Co-operation
       ------------------------
       The Company's duration of co-operation is 30 years from the date the
       Company obtains its business license.

12.02  Extension of Duration of Co-operation
       -------------------------------------
       The Board shall decide on the extension of the co-operation duration one
       year before the termination of the Contract. If extension is elected by
       the Board, Application for Extension shall be presented to the Ministry
       of Foreign Trade and Economy or its authorized approval authority at
       least 6 months before termination of the Contract.


                    XIII.  TERMINATION AND CLOSE OF ACCOUNT
<PAGE>

13.01  Reasons for Termination
       -----------------------
       (1)  expiration of co-operation duration;
       (2)  the Company is unable to continue operation due to serious loss from
            operation;
       (3)  the Company is unable to continue operation due to One Party's
            default of the Contract or Articles;
       (4)  the Company is unable to continue operation due to serious loss from
            natural disaster, war or other events of Force Majeure;
       (5)  the Company does not achieve its operating goal, and has no future
            prospects;
       (6)  the Company's bankruptcy;
       (7)  the Company receives Order to Dissolve issued by Court or authority
            in charge.

13.02  Notice Procedures
       -----------------
       If One Party issues notice of termination based on conditions specified
       in 14.01 (1) or (3), the Three Parties shall negotiate and use best
       efforts to eliminate the reason for termination stated in the notice
       within one month after the notice's issuance. If the matter cannot be
       resolved in satisfaction by the Three Parties within one month after the
       negotiation started, or the receiving Two Parties of the notice refuses
       to negotiate within period specified above, then the issuing party of the
       notice may give a written termination notice to the other party to
       terminate this Contract, and such termination notice shall become
       effective with Approval Authority's approval. If other conditions
       specified in 13.01 occur, the Board may present Application to Dissolve
       to Approval Authority to terminate the Contract.

13.03  Close of Accounts or Bankruptcy Close of Accounts
       -------------------------------------------------
       (1)  If the Contract is terminated due to conditions specified in [13.01
            (1) through (5)], the Company's tangible assets shall be estimated
            by and accounted under the supervision of the Accounts Closing
            Committee formed under PRC law. Any remaining assets after the
            Company's payment off all debts shall be distributed to all co-
            operating parties according to each party's investing proportion.

       (2)  If the Company is closing of accounts due to bankruptcy, the
            Company's assets shall be used with priority to pay off expenses in
            the following order:

            (i)   necessary expenses associated with bankrupt assets'
                  management, liquidations and distributions;
            (ii)  legal expenses associated with the bankruptcy law suit;
            (iii) other expenses.

                  After all expenses associated with bankruptcy are paid off,
                  the Company shall use the remaining assets to pay off other
                  liabilities in the following order

                  (i)   any accrued but unpaid employees' wages, salaries, and
                        workers' compensation insurance;
                  (ii)  any tax liabilities;
                  (iii) any other creditors.

       If the bankrupt assets are insufficient to satisfy expenses or
       liabilities under the same class, the assets shall be distributed
       proportionally.


                           XIV.  BREACH OF CONTRACT

14.01  Penalties for Breach of Contract
       --------------------------------
       (1)  If a party violated this Contract, and as a result, this Contract
            cannot be performed or fully performed, the party in default shall
            bear the penalties for breach, and if the party in default cannot
            correct its non-compliance within thirty (30) days after the its
            receipt of notice from the other party requesting its correction of
            defaulting actions, then the observant party has the right to issue
            written Breach of Contract Notice to the party in default to
            terminate the entire or partial Contract. All damages resulting from
            such action shall be the responsibility of party in default.
<PAGE>

       (2)  If One Party violates its obligation in providing funds in term of
            time and amount as agreed by the Three Parties and specified in
            other legal documents related to the Project, and does not correct
            its non-compliance within 30 days from the occurrence of such non-
            compliance, then the other Two Parties, while ensuring its right to
            adopt other remedial measures for the non-compliance of party in
            default shall not be eroded, has the right to issue written Breach
            of Contract Notice to the party in default to terminate the entire
            or partial Contract. All direct economic damages resulting from such
            action shall be the responsibility of the party in default.


                              XV.  FORCE MAJEURE

15.01  Force Majeure
       -------------
       (1)  "Force Majeure" refers to events that are unforeseeable,
            uncontrollable and unavoidable to the Three Parties. Such events
            shall include but not be limited to earthquakes, typhoons, floods,
            fires, strikes, and government injunctions;

       (2)  When the obligations of a party under this Contract cannot be
            performed or extended to perform in full or in part as a result of
            an event of Force Majeure, that party should be exempted from
            liability. The injured party should timely inform the other Two
            Parties and provide written information on such event in detail
            within 15 days of its occurrence, and valid documents of the reasons
            for the delay in implementing or for being unable to implement the
            Contract. These documents should be produced by the government
            authorities in charge of the area of the event.

       (3)  At the time of the occurrence of the event of Force Majeure, the
            Three Parties should immediately enter into consultations to seek a
            rational way, and try their best efforts to reduce the effects
            arising from the event of Force Majeure.


                         XVI.  RESOLUTION OF DISPUTES

16.01  The Three Parties agree that they will try their best efforts, through
       consultation, to solve all disputes between them occurring because of the
       Contract or in relationship with the Contract. Such consultation shall
       proceed following the Three Parties' true intentions when they execute
       this Contract.

16.02  The Three Parties agree that if they cannot solve the above mentioned
       disputes through consultations within 30 days from the occurrence, then
       they should submit such disputes to China International Economic and
       Trade Arbitration Committee or other international arbitration committee
       agreed by the Three Parties to be arbitrated in accordance with the
       arbitration rules of the committee. The arbitral decisions are final and
       have the restraint power to both of the Three Parties.

16.03  During the process of arbitration, the Contract and the operation under
       the Contract shall be performed continuously, except for the dispute part
       currently under arbitration.


                             XVII.  GOVERNING LAW

17.01  The formation, interpretation, and execution under this Contract shall be
       governed by the laws of China.

17.02  If, after this Contract becomes effective, there are changes in PRC laws,
       rules or regulations, and if such changes bring negative and substantial
       effects to One Party's economic benefits, then the Three Parties should
       immediately consult and try their best efforts to make necessary
       adjustments to ensure each party's economic benefits obtained from this
       Contract after the changes to be no less than what it could obtain before
       the occurrence of changes in laws, rules or regulations or amendment or
       interpretation.
<PAGE>

            XVIII.  EFFECTIVENESS AND OTHERSMISCELLANEOUS REGULATIONS

18.01  Any amendments or modifications of this Contract shall become valid only
       after the Three Parties sign a written amendment agreement and such
       agreement gets approved by Approval Authorities. Within the framework of
       this Contract, the Three Parties agree to sign supplement agreements,
       including Network Cooperating Agreement, Network Operating Agreement,
       etc. as the addendum of this Contract, which shall be equally authentic
       as this Contract.

18.02  This Contract and its addendum shall be effective upon signature of all
       signing parties.

18.03  Any notice or written communication from One Party to the other Two
       parties, include but not limited to any letter or notice sent in
       accordance with this Contract's stipulations, shall be sent by air
       certified mail or facsimile (and confirmed by fax journal report) to the
       address or fax number specified in 2.01. Any notice or communication sent
       in accordance with this Contract's stipulation, if by air mail, then
       twelve (12) date after the envelope's stamp date shall be deemed to be
       the receiving date; if by facsimile, then two (2) business days after the
       sending date shall be deemed to be the receiving date. All notices and
       communications shall be sent to the address or fax number listed in 2.01
       until the party concerned sends written change of address notification to
       the other party.


                                IXX.  LANGUAGE

 19.01 This Contract is written in both Chinese and English, which are equally
       authentic. If there is any difference between the two versions, the
       Chinese version shall be taken as the ruling version.



Party A:                                            Party B:
Beijing Sino-Tech Science & Technology    China Education and Research
Development Center                        Network Center


Signature: /s/ Yawen Xu                   Signature: /s/ Jianping Wu
           -------------                             ----------------
           Yawen Xu                                  Jianping Wu

  Date: December 31, 1999                 Date: December 31, 1999


  Party C:
  ASPAC Communications, Inc.


  Signature: /s/ Marc F. Mayeres
             --------------------
             Marc F. Mayeres

  Date: December 31, 1999