EXHIBIT 10.5

        INVESTMENT CONTRACT BETWEEN BEIJING GOLDVISION TECHNOLOGIES LTD.
               AND STRATEGIC COMMUNICATIONS PARTNERS, INC. DATED
                               DECEMBER 18, 1002






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                               INVESTMENT CONTRACT

         THIS AGREEMENT made as of the 18th day of  December 2002

BETWEEN:

           Beijing Goldvision  Technologies Ltd. (Chinese characters omitted), a
           Chinese company,  having an office at Central TV Tower No. 02-21, No.
           11 Xi San Huan Zhong Road, Beijing, People's Republic of China 100036

           (hereinafter called "Goldvision")
                                                         OF THE FIRST PART
AND:
           Strategic  Communications  Partners,  Inc.,  a US company  having its
           office at 7931 South Broadway,  Suite 130, Littleton, CO 80122 United
           States of America .

           (hereinafter called "SCP")
                                                         OF THE SECOND PART

WHEREAS:

1.       Goldvision  is in the  business of providing  satellite  communication,
         broadband Internet,  content, wireless access and transport in Beijing,
         People's Republic of China ("China");

2.       SCP is in the business of providing financial,  technical and marketing
         services based in Denver,  Colorado,  United States of America ("USA");
         and

3.       Goldvision wishes to sell and SCP wishes to purchase certain percentage
         of the equity ownership of Goldvision.

         In accordance with the relevant Chinese laws and regulations,  adhering
to   the  principle  of  equality  and  mutual  benefit  and  through   friendly
consultation,  the parties agreed to reach the following agreement and sign this
Investment Contract.

ARTICLE 1         DEFINITIONS

         In this Contract,

   (1)   "Board of  Directors" means the board of directors of Goldvision  to be
             reorganized  under  the  terms  of  this  Contract;  The  board  of
             directors  shall have authority over Goldvision, Goldinfo, Goldtel,
             and any future subsidiaries.

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   (2)   "Effective Date" means the date the parties  sign this agreement;

   (3)   "Conciliation  Committee"   means  a   committee,  whose   composition,
             procedure,  and mandate to be embodied in a separate document to be
             agreed upon between the parties;

   (4)   "Equity" means the equity ownership that the Goldvision Existing Equity
             Owners will transfer to SCP in accordance with this Contract;

   (5)   "Financial   Statements"   means   financial   information,     account
             reconciliation,  accounting   books,  statement  of   revenue   and
             expenditure,  statement of income and loss, assets  evaluation, and
             any  other  financial  and  accounting  information of  Goldvision,
             Goldinfo,  Goldtel and/or any future subsidiaries;

   (6)   "Generally Accepted  Accounting  Principles" means the accounting rules
             and standard set in China  by  the  Chinese accounting professional
             bodies and the Ministry of Finance;

   (7)   "Goldinfo" refers to Beijing TianGuang Information  Services  Co., Ltd.
             (Chinese characters omitted);

   (8)   "Goldtel"  refers  to  Beijing  TianZhao Information Services Co., Ltd.
             (Chinese characters omitted);

   (9)   "Subsidiary(ies)" refers to any controlled  (over 51%  ownership) joint
             venture  business (Goldvision or Goldvision subsidiary  initiated),
             equity  investment,  or wholly owned Goldvision business.

   (10)  "GoldVision"  refers  to  GoldVison or GoldTel, GoldInfo, or any future
             subsidiaries;

   (11)  "Goldvision  Assets"  means  all  the assets listed under Schedule A to
             this Contract.

   (12)  "Goldvision Existing  Equity  Owners" means  Pei Sheng Wei, Yun Fu, and
             Feng Lei Fu;

   (13)  "Reasonable Amount of  Reinvestment"  means during the first five years
             from the Effective Date of this Contract,  Goldvision  shareholders
             shall re-invest at least sixty-five percent (65%) of net profits.;

   (14)  "Related  Companies" means subsidiaries,  affiliations,  joint venture,
             associated entities, and any other  body  corporate  or partnership
             that are owned or  controlled  directly  or indirectly, in whole or
             partially by SCP or Goldvision;

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   (15)  "Marketing Agreement" refers to  the sales,  marketing  and  operations
             agreement  between  Goldvision and SCP signed on December 18, 2002;
             and

   (16)  "Senior  Management"  means any  officials of  Goldvision  above  vice-
             president   deputy   General  Manager  and/or  the  company   legal
             representative level.

   (17)  "Subsidiary(ies)" refers to  any controlled  (over 51% ownership) joint
             venture  business (Goldvision or Goldvision subsidiary  initiated),
             equity  investment,  or wholly owned  Goldvision business.


ARTICLE 2         INITIAL EQUITY OWNERSHIP

         In order to acquire a total of  eighteen  percent  (18%) of the current
equity of Goldvision, SCP shall

(a)      Invest four million eight hundred  thousand US dollars (US  $4,800,000)
         within  twelve (12) months after the Effective  Date of this  Contract;
         and SCP shall  contribute a payment of two hundred  thousand US dollars
         (US $200,000) to the capital investment account of Goldvision within 60
         days of signing this agreement.  After sixty (60) days of the Effective
         Date of  this  Contract,  SCP  shall  contribute  one  hundred  seventy
         thousand  US  dollars  (US  $170,000)  on a monthly  basis for ten (10)
         months to the capital investment account of Goldvision. At the close of
         the 12th  month  from the  Effective  Date of this  Contract,  SCP will
         contribute an additional  payment of two million nine hundred  thousand
         US dollars (US  $2,900,000)  reaching the total of four  million  eight
         hundred  thousand US dollars (US  $4,800,000)  within the first  twelve
         (12) months after the Effective Date of this Contract.  All investments
         will be from SCP HK directly to Goldvision's PRC account.

         After  signing  this  Contract,  Goldvision  shall  transfer  equity of
Goldvision to SCP at the rate of 1% each 2 months and not before each additional
$266,666 0investment. Goldvision will undertake

         (1)  to complete  all  necessary  corporate  steps for the  transfer of
              Equity;  Goldvision will issue an equity ownership certificate for
              each 1% issued.  After the full $4.8M is invested  Goldvision will
              replace these  certificates  with an 18%  certificate  and receive
              back all 1% ownership certificates previously issued.
         (2)  to completely and accurately file with Beijing  Administration for
              Industry  and  Commerce  all reports  and/or  forms  necessary  to
              successfully approve SCP's ownership in Goldvision.


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ARTICLE 3         INCREASED EQUITY OWNERSHIP

         In order to acquire  an  additional  six  percent  (6%) of the  current
equity of  Goldvision,  SCP shall  invest two  hundred  thousand  US dollars (US
$200,000) per month for twelve (12) months from the thirteenth (13) month to the
twenty-fourth  (24) month after the Effective Date of this Contract,  equaling a
total  of  two  million  four  hundred  thousand  US  dollars  (US  $2,400,000).
Goldvision  will issue an equity  ownership  certificate of 1% for each $400,000
invested.  After the 24th month,  Goldvision  will register this  investment and
replace 18% registration and the new 1% certificates with a 24% ownership

         Between  December  18,  2002 and  December  18, 2007 SCP shall have the
first right of refusal to invest in the next 12 city market businesses at a rate
of $2  Million  USD per 100M  RMB of city  GDP  (GDP as of the  last  government
completed calculation). All the same terms and conditions shall remain in effect
as stipulated in this agreement.

         In the future  assuming  SCP  remains a viable  business  and an active
partner as agreed in this contract, SCP shall have the first right of refusal to
invest in all future business opportunities.  Excluding the next 12 markets, all
projects are included under this clause.  The specific terms would be negotiated
at the time.  If terms  cannot be reached or if for some other reason SCP cannot
support the project properly,  SCP gives up the right to participate or may have
to accept other partners.

         Depending  on the  negotiation  among the  Goldvision  Existing  Equity
Owners, the parties  acknowledge that more than fifty percent (50%) ownership of
the total equity of Goldvision may or may not mean voting control of Goldvision.
Certain  decisions  require  unanimous   approval  with  all  board  members  or
shareholders  voting  implying  greater than 50% ownership does not grant voting
control.

ARTICLE 4         NET PROFIT DISTRIBUTION

         After  Goldvision  has deducted all its product cost,  paid income tax,
deducted all sales expenses, reinvestment, the net proceeds shall be distributed
to the equity owners of Goldvision in accordance  with their  respective  equity
ownership holding in Goldvision unless otherwise negotiated in advance with SCP.
For SCP, initially its equity ownership in Goldvision is eighteen percent (18%).
If SCP's equity  ownership in  Goldvision  is  increased,  its portion of profit
share shall also be increased  proportionately  unless  otherwise  negotiated in
advance with SCP. Future markets and business  opportunities shall be based on a
proportional basis with this original opportunity.

ARTICLE 5         USE OF INVESTMENT FUND

         Goldvision  shall ensure that the  investment  from SCP shall be solely
used to purchase capital equipment and fund operating costs.

ARTICLE 6         DILUTION


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         Notwithstanding  the ownership  interest expressed as a percentage held
by a party from time to time, a party's undivided percentage equity ownership in
Goldvision  will be  determined  by its  participating  interest  which  will be
calculated in accordance with the following:

   (1)  if each party  subscribes and contributes  according to the provisions
        of this Contract,  the parties shall have the following  participating
        interests and shall be deemed to own the following contributions:

        PARTICIPANT             PARTICIPATING INTEREST       CONTRIBUTION (US)

        Goldvision's Existing              82%
        Ownership Interest

        SCP                                18%               US $4,800,000

   (2)  If all parties agree to increase the capital of Goldvision,  each  party
        shall increase its share of  contribution  to the equity  of  Goldvision
        in  accordance  with its  initial  share  of  the  equity  ownership  in
        Goldvision.  If a party is unable to contribute  the  increased portion,
        then the other contributing  parties shall have  the  following options:
        increase its capital  contribution  and  treat such increased portion as
        a loan  to  Goldvision  with priority  repayment  privilege from the net
        profit  and  interests  earned   by   Goldvision,   or  increase  equity
        ownership holding in Goldvision.

        The  failing  party  shall  have its portion of the equity  ownership in
        Goldvision  reduced  to  a  percentage  equal  to  the   product  of the
        following formula:

        cumulative contributions in the equity ownership by failing party x 100%
        -----------------------------------------------------------------
        cumulative contributions in the equity ownership by all parties

ARTICLE 7         ASSIGNMENT

        With not less than ninety (90) days's  notice to the other party, SCP or
Goldvision  may assign  part or whole of the rights and obligations contained in
this Contract to its Related Companies.

ARTICLE 8         BUSINESS SCOPE

        The parties  intend  that the  business  scope for  cooperation  will be
the same as the approved business scope of Goldvision,  Goldtel,  Goldinfo,  and
Related  Companies as stated in its  constituting  documents and permitted under
Chinese law.


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ARTICLE 9    REPRESENTATIONS OF GOLDVISION

         In order to induce SCP to enter into this  Contract and to conclude the
transactions  contemplated herein,  Goldvision hereby represents and warrants to
SCP that as at the date of this Contract and as at the Closing:

   (1)    Goldvision is a limited liability company duly  incorporated,  validly
          organized and is validly  subsisting  and in good  standing  under the
          laws of China;

   (2)    Goldvision Assets consist of all the assets listed under Schedule A to
          this Contract;

   (3)    the subsidiaries,  related companies,  and branch offices listed under
          Schedule B to this Contract are all the corporate entities and offices
          that Goldvision owns or operates;

   (4)    Goldvision  has the  corporate  power and  capacity  to own the assets
          owned by it and to carry on its  businesses as now being  conducted by
          it;

   (5)    Goldvision is duly authorized,  qualified,  registered and licensed to
          do business in China and satisfies all requirements in China to enable
          it to carry on its business and own its assets in China;

   (6)    the registered  capital of Goldvision is RMB(pound)   2,000,000  which
          has been fully subscribed and paid;

   (7)    the directors of Goldvision as of the date of this Contract are:

                      Name                             Position
                      ---------------------------      -------------------------
                      PEI SHENG WEI                    Chairman
                      YUN FU                           Director

                      FU FENG LEI                      Director

   (8)    except for the rights of SCP under this Contract,  no person,  firm or
          corporation has any agreement,  option, right or privilege (whether by
          law,  pre-emptive or  contractual)  that  constitutes or is capable of
          becoming  an  agreement,   option,   right  or  privilege,   including
          convertible  securities,  warrants or  convertible  obligations of any
          nature, for the purchase,  subscription,  allotment or issuance of any
          of the unissued  shares in the capital of  Goldvision or in respect of
          any other securities of or interests in Goldvision;

   (9)    Goldvision  does  not own  any  interests  in any  entity  other  than
          Goldvision  Assets  and has not  entered  into any  agreements  of any
          nature  to  acquire  any  shares  or  other  interests  in  any  other
          corporation or entity;

   (10)   except  for its  interest  in  Goldvision  Assets,  Goldvision  has no
          interests in and

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          does not own any portion of any business association,  partnership, or
          unincorporated  entity and has not entered into any agreements  of any
          nature  to  acquire  any  such  interest or become a party to any such
          organization;

   (11)   Goldvision  is not a party to or bound by any  agreement of guarantee,
          indemnification,   assumption  or   endorsement   or  any  other  like
          commitment of the obligations,  liabilities  (contingent or otherwise)
          or indebtedness of any other person, firm or corporation;

   (12)   the Financial  Statements  of  Goldvision  were prepared in accordance
          with Chinese generally  accepted  accounting  principles  applied on a
          consistent  basis  and  present  fairly  the  financial  condition  of
          Goldvision for the dates or periods represented thereby;

   (13)   the corporate records and minute books of Goldvision  contain complete
          and  accurate  copies  of  all  of  the   constituting   documents  of
          Goldvision, minutes of all meetings of its directors and equity owners
          held since its date of incorporation and all resolutions  consented to
          in writing;

   (14)   As of the Closing Date:

             a.   there  has  been no material  adverse  change in the financial
                  position or condition of Goldvision nor any  damage,  loss  or
                  other  change  in   circumstances   materially  affecting  the
                  business or property of Goldvision or its right or capacity to
                  carry on business;

             b.   Goldvision has not waived or surrendered any right of material
                  value;

             c.   Goldvision  has not  discharged  or satisfied or paid any lien
                  or encumbrance  or  obligation or liability other than current
                  liabilities paid in the ordinary course of business;

             d.   the business of Goldvision has been carried on in the ordinary
                  course; and

             e.   Goldvision  has not declared or paid any dividends or declared
                  or made any other  distribution  on  any  of  its  shares  nor
                  redeemed,  purchased  or otherwise  acquired any of its shares
                  nor agreed to do so;

   (15)   the  entering  into  of  this  Contract  and  the  performance  of the
          obligations  contemplated  hereby will not result in the  violation of
          any of the  terms  or  provisions  of the  constituting  documents  of
          Goldvision,  or of any indenture or other agreement,  written or oral,
          to which Goldvision is a party, or any law,  judgement,  order,  writ,
          injunction  or decree  of any  court,  administrative  agency or other
          tribunal or any regulation of any governmental authority;

   (16)   other than as disclosed in the Financial  Statements or the management
          of Goldvision,  Tiangui has no outstanding debts,  bonds,  debentures,
          mortgages,

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          notes or other evidence of  indebtedness  and there are no outstanding
          agreements of Tiangui to create or issue any debts, bonds, debentures,
          mortgages, notes or other evidences of indebtedness;

   (17)   Goldvision   owns  good  and   marketable   title  to  its   services,
          obligations,  property and assets,  including  without  limitation its
          ownership interest in Goldvision assets, free and clear of any and all
          mortgages,    liens,    pledges,    charges,    security    interests,
          hypothecations,  pre-emptive rights, actions,  adverse claims, demands
          or  any  other  encumbrance  of any  nature  whatsoever  or  howsoever
          arising;

   (18)   there are no outstanding actions, suits or proceedings (whether or not
          purportedly on behalf of Goldvision),  or, to the best of Goldvision's
          knowledge,  pending or threatened  against or affecting  Goldvision or
          its assets at law or in equity,  or before or by any  federal,  state,
          provincial,  municipal or other governmental  department,  commission,
          board,  bureau,  agency or instrumentality and Goldvision is not aware
          of any existing  grounds on which any such action,  suit or proceeding
          might be commenced;

   (19)   Goldvision  is not in default  under or in breach of any  contracts or
          agreements,  written or oral, or indentures  or other  instruments  to
          which it is a party and there  exists  no state of facts  which  after
          notice or lapse of time or both  would  constitute  such a default  or
          breach,  and all  such  contracts,  agreements,  indentures  or  other
          instruments are now in good standing;

   (20)   Goldvision  has duly filed on a timely basis all tax returns  required
          to be filed by it and has paid all taxes  which  are due and  payable,
          and has paid all assessments and  reassessments,  and all other taxes,
          governmental charges, penalties, interest and fines due and payable on
          or before the date hereof;

   (21)   there are no outstanding actions, suits,  proceedings,  investigations
          or claims or, to the best of Goldvision's knowledge, now threatened or
          pending against Goldvision in respect of taxes,  governmental  charges
          or assessments,  or any matters under discussion with any governmental
          authority  relating  to taxes,  governmental  charges  or  assessments
          asserted by any such authority;

   (22)   Goldvision  has no  outstanding  loans  which  have  been  made  to or
          received from or outstanding  indebtedness owing to or from directors,
          supervisors, former directors, officers, equity owners or employees of
          Goldvision nor to any associates of such persons;

   (23)   there  are  no  material   liabilities   of  Goldvision  of  any  kind
          whatsoever,  whether or not accrued and whether or not  determined  or
          determinable,  in respect of which  Goldvision may become liable on or
          after  the  consummation  of the  transactions  contemplated  by  this
          Contract  other than  liabilities  incurred in the ordinary  course of
          business as of the Closing Date; and

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   (24)   the business of  Goldvision  has been  conducted by  Goldvision in all
          material  respects in compliance with all applicable  laws,  statutes,
          rules, registrations, orders and policies.

ARTICLE 10     COVENANTS OF GOLDVISION

   Goldvision covenants with SCP that it shall do the following:

   (1)    take all necessary  steps to protect its existing  spectrum  licenses,
          other license, rights to operate or other government granted approvals
          adding to the asset value of Goldvision; SCP has the right to take any
          and all steps  necessary to cure in defaults with respect to licenses,
          rights to operate or other government  granted approvals adding to the
          asset value of Goldvision.

   (2)    gain additional spectrum licenses as they become available;

   (3)    maintain the right and authorization to operate BWIN, VSAT, ISP, Value
          Added Telecommunications  Service Providerand other similar rights and
          authorizations  for the  duration of the term of the Sales,  Marketing
          and Operations Agreement;

   (4)    not claim intellectual  property rights to such assets in SCP's shell,
          or its assigns; and

   (5)    not disclose any  confidential  or  proprietary  information of SCP as
          specified and agreed upon in Schedule C.

ARTICLE 11   OBLIGATIONS OF GOLDVISION

   Goldvision shall:

   (1)    comply,  manage,  and advise on regulatory and legal  requirements  or
          issues;

   (2)    seek new spectrum  opportunities  in other  desirable China markets as
          mutually  agreed  upon terms  which  shall be  embodied  in a separate
          contract;

   (3)    seek other  government  licenses and approvals  that will increase the
          asset value of Goldvision.

   (4)    seek synergistic investment opportunities for SCP;

   (5)    provide  support for investor  related  activities  as required in the
          form of tours, briefs, etc;

   (6)    ensure that all  accounting  and auditing  will be done in  accordance
          with the

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          Generally Accepted Accounting Principles;

   (7)    allow audit of accounts and operations at least once a year; and

   (8)    provide reasonable efforts which could help to position  Goldvision to
          become a publicly traded company.

ARTICLE 12   OBLIGATIONS OF SCP

          SCP shall:

   (1)    provide   reasonable   financial  advice  in  an  effort  to  position
          Goldvision to be ready to become a public  company at the  appropriate
          time;

   (2)    pay for any audit of Goldvision requested by SCP,

   (3)    abide by the confidentiality requirements in Schedule C.

ARTICLE 13    NEW PROJECTS

   The parties agree:

   (1) equity owners of Goldvision will automatically receive net profits for
            their respective shares in Goldvision under Chinese company law;

   (2) any outside  investment in Goldvision  will be at a valuation  greater
            than or equal to the valuation used between Goldvision  and SCP for
            this investment round.  In any case, investment  will not alter the
            current profit sharing formula, sales cost remuneration formula and
            any other negotiated fees; and

   (3) Goldvision  and  SCP  will  establish  new  project  structures as needed
            working out equity participation  and  profit  sharing of investment
            partners on a per project basis.

ARTICLE 14   COMPOSITION AND FUNCTION OF BOARD OF DIRECTORS OF GOLDVISION

         The Board of Directors  is the supreme  authority  of  Goldvision.  The
Board of Directors shall be composed of three (3) directors, among which two (2)
shall be appointed  by  Goldvision  and one (1) by SCP.  The  chairman  shall be
appointed by Goldvision  and the  vice-chairmen  by SCP. The terms of office for
the  directors  shall be three years,  and their terms of office may be renewed.
The names of the  directors  and the chairmen  shall be  appointed  with written
notice.

         The following persons are not qualified to be appointed as the director
or the senior officer of Goldvision:


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   (1)    criminally convicted in China or other countries;

   (2)    administratively  punished  under the public  security  regulations of
          China;

   (3)    mainly   responsible  for  causing   bankruptcy  in  another  economic
          organisation due to mismanagement;

   (4)    without civil capacity or with restricted civil capacity;

   (5)    convicted   for   corruption,   bribery,   conversion   of   property,
          embezzlement or disturbing the socio-economic order and sentenced, and
          the  time is  shorter  than  five  years  from the  completion  of the
          sentence  fulfilment;  or convicted and deprived of political  rights,
          and the time is shorter  than five years  from the  completion  of the
          sentence fulfilment;

   (6)    acting as the  director,  head,  or manager of a bankrupt or insolvent
          company or enterprise and is personally responsible for the bankruptcy
          of Goldvision or enterprise,  and the time is shorter than three years
          from the completion of the bankruptcy and liquidation;

   (7)    acting as the legal  representative  of a company or enterprise  whose
          business  license has been revoked due to illegal  activities,  and is
          personally  responsible for such illegal  activities,  and the time is
          shorter than three years from the revocation of the business license;

   (8)    has not paid personal debts of large amount which is overdue; or

   (9)    acting as civil servants in a government department.

         The  responsibility  and  obligation  of  directors and senior officers
include without  limitation, the following:

   (1)    observe the regulation of Goldvision,  honestly  perform their duties,
          vindicate the interest of Goldvision;

   (2)    not pursue  personal  ends by  utilizing  their status and position in
          Goldvision;

   (3)    shall not  accept  bribery  and other  illegal  income by using  their
          position and power in Goldvision;

   (4)    not possess or convert property of Goldvision;

   (5)    not embezzle the funds of Goldvision or lend the funds to others;

   (6)    not  deposit  the  funds  of  Goldvision  in his  or her or any  other
          person's personal

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          account;

   (7)    not place the funds of Goldvision  as a security  guarantee for either
          party of Goldvision or any other person;

   (8)    not  operate  for self or for others  any  business  similar  with the
          business of Goldvision or conduct any  activities  detrimental  to the
          interest  of  Goldvision.  The income  gained  through  such  business
          operation or activity shall belong to Goldvision;

   (9)    not sign any  contract  or make any deal with  Goldvision  unless with
          consent from the Board of Directors or in accordance with the Articles
          of Association of Goldvision;

   (10)   not disclose any  confidential  information of Goldvision  unless with
          consent from the Board of Directors or in accordance with the Articles
          of Association of Goldvision; and

   (11)   compensate  the  losses  to  Goldvision  caused by  violation  of law,
          administrative   regulations  or  the  Articles  of  Incorporation  of
          Goldvision in his/her performance of duties to Goldvision.

         The Board of Directors shall keep a complete and accurate record of the
meeting.

The following  matters shall require the unanimous  approval of the directors of
the Board of Directors to be effective:

   (1)    revision and amendment to Goldvision's Articles of Incorporation;

   (2)    termination and dissolution of Goldvision;

   (3)    increase and transfer of Goldvision's registered capital;

   (4)    approval of stock option and employee bonus plans;

   (5)    merger of Goldvision with other economic organizations;

   (6)    Debts, leases;

   (7)    All capital distributions, dividends, ownership interest distributions

   (8)    with  reasonable  advanced  notice by  Goldvision,  any board director
          absent  from the board  meeting  will be  regarded  as give up his/her
          voting right in that particular meeting.

       The Board of Directors  shall decide the  following  matters by more than
half of the


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directors to become effective:

   (1)    determine  and approve  significant  reports on  production  planning,
          annual  operation and fund allocation  proposed by the general manager
          or president;

   (2)    appointment of accountant;

   (3)    take  responsibility for the liquidation in time when Goldvision stops
          operation;

   (4)    other  significant  matters  which  require  decision  of the Board of
          Directors;

   (5)    determine the  appointment and the  remuneration  (not including stock
          option and bonus plans) of Senior Management; and

   (6)    Annual operating budget and reinvestment of net profits.

   (7)    Increase or transfer of major assets, joint venture agreements, and/or
          equity investments  exceeding 450,000 RMB in investment or any capital
          of 450,000 RMB and not included in the annual budget or amended annual
          budget.  At least one SCP board member or board member substitute will
          be present for such votes.  By  unanimous  vote of all  members,  this
          amount can be increased to 900,000 RMB for both items  referenced here
          in the  future--board  minutes  will reflect this vote and all members
          voting if and when it is enacted.

   (8)    with  reasonable  advanced  notice by  Goldvision,  any board director
          absent  from the board  meeting  will be  regarded  as give up his/her
          voting right in that particular meeting.





       Enforcing  all  the  above  clauses,  each  director  shall sign a waiver
accepting personal liability for violations by a vote of the board of directors.


ARTICLE 15    LABOR MATTERS

         Goldvision  shall  reorganize  its labour force in accordance  with the
modern  acceptable  labour  practice and  renegotiate  and resign all employment
contracts with all retained employees.

ARTICLE 16    TAX

         Goldvision shall pay all applicable taxes according to Chinese laws and
regulations  and advise SCP of tax  liabilities or  implications if requested by
SCP.

ARTICLE 17    FOREIGN EXCHANGE CONTROL

         The foreign  currency  transaction  of  Goldvision  shall be  conducted
according  to

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China's relevant  regulations  on  foreign  exchange   control. Goldvision shall
set up a regular and  an  investment  foreign  currency  accounts with a bank in
China.  Goldvision  shall  work  out  a plan to ensure  that SCP is paid in Hong
Kong for its management fee and other payments in hard currency.

ARTICLE 18    TERMINATION

         During   termination,   Goldvision   Assets  shall  be  distributed  in
accordance  with the  proportion of equity  ownership  holding  possessed by the
parties.

         Goldvision  shall  be  dissolved  or  liquidated  under  the  following
circumstances:

   (1)    the objectives of Goldvision  cannot be realised or are very difficult
          to be realised, for example, major natural disasters or radical change
          in Chinese law and policy;

   (2)    Goldvision  cannot continue to operate due to force majeure events and
          has suffered huge loss;

   (3)    if Goldvision has a cumulative loss of forty percent (40%) and SCP has
          not chosen to cure the  condition  of the  registered  capital and the
          loss has resulted in that  Goldvision  cannot  operate  normally,  the
          parties shall consult on whether Goldvision should continue. After the
          consultation,   all  the  parties  agree  that  Goldvision   shall  be
          terminated;

   (4)    the  loss of  Goldvision  accounts  for  eighty  percent  (80%) of the
          registered   capital  of  Goldvision   and  one  party   requests  the
          liquidation  of  Goldvision  and  SCP  has  not  chosen  to  cure  the
          condition;

   (5)    one party fails to perform the  contractual  obligations  contained in
          this Contract or fails to perform its  contractual  obligations  up to
          the standards required under this Contract;  and such  non-performance
          has caused significant loss to the other parties;

   (6)    for whatever  reason  Goldvision  or its  subsidiaries  loses  without
          ability to cure its right to operate its spectrum rights in part or in
          whole, ISP rights, VSAT rights, Value Added Services rights as granted
          by the Chinese  government  and SCP believes the business is no longer
          viable.

   (7)    the Chinese government  authority has struck Goldvision off the record
          or orders it to stop operations due to illegal activities; or

   (8)    all parties agree to dissolve Goldvision.

         The Board of Directors shall establish a liquidation committee composed
of a


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minority of members from the  defaulting party and the  majority of members from
the  non-defaulting  party and not  according to equity  ownership in accordance
with  the  corporate  records  of  Goldvision.  The mandate of  the  liquidation
committee  shall be clearing all  the assets  and debts of Goldvision,  making a
financial report and balance sheet, preparing a liquidation  plan, and reporting
to the Board of the Directors for approval  and  implementation.  The  Board  of
Directors  shall  adopt  the  liquidation  principles and procedures.  The Board
of Directors  shall decide the  composition of the liquidation committee. During
the liquidation period, the liquidation  committee shall represent Goldvision in
any litigation involving Goldvision.

         Goldvision shall be responsible for its debts with all its assets.  The
remaining  assets  after the  payment of all debts shall be  distributed  to the
parties on the basis of their respective  equity ownership holding in Goldvision
at the time of liquidation.

         The liquidation  committee shall have the right to sell Goldvision as a
"Going  Concern"  upon the  approval  of the  Chinese  Government.  The Board of
Directors in consultation with the liquidation  committee shall decide the price
of the sale. The parties shall share the proceeds of the sale in accordance with
their respective equity ownership holding in Goldvision at the time of sale.

         Provisions  set out in this Article  shall be valid after this Contract
is expired or Goldvision is early terminated.

ARTICLE 19    CONTRACT ENFORCEMENT

         Any  revision  to the  Contract  and  its  Schedules  shall  be done in
writing.  Where any party fails to perform the Contract or seriously violate the
clause of the  Contract,  and  cause  Goldvision's  failure  to  conduct  normal
operation or reach the operation  purpose stated in the Contract,  the breaching
party shall be deemed to cause the formation of the  liquidation  committee.  If
Goldvision and SCP agree to continue to operate,  the breaching party shall bear
the economic loss in the amount equal to its loss.

         The following constitutes a default event:

     (1)    any party fails to perform its  obligations  under this  Contract in
            the sole opinion of the  Conciliation  Committee as evidenced by its
            formal report after due process  including  hearing and debate,  and
            such non-performance  remains for ninety (90) days from the date the
            report of the Conciliation Committee was delivered, ;

     (2)    any party requests liquidation or ordered to be liquidated;

     (3)    any  party or most of its  assets  are taken  over by a  liquidation
            organization or its management; or

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                              Investment Contract
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     (4)    any  party  declares   bankrupt  or  is  insolvent  or  applies  for
            bankruptcy.

         Under any of the  above-referenced  circumstances,  the  non-defaulting
party shall have the right to adopt any  remedial  means under this  Contract or
law,  which may include  legal actions in the court or other  institutions  with
legal  authority in order to stop the default and breach.  The defaulting  party
shall not oppose to any legal  measures or means  adopted by the  non-defaulting
party.  The defaulting  party shall be liable for its negligence that has caused
that this Contract and its Schedules could not be performed or fully performed.

         The non-defaulting party has the following rights:

     (1)    to apply to the original  approval  authority for the termination of
            this Contract in accordance with this Contract;

     (2)    to claim and sue for damages from the defaulting party caused by the
            default of the defaulting party; and

     (3)    to agree to continue the  operation  of  Goldvision,  however,  such
            agreement  shall not  exonerate  the  defaulting  party from  paying
            damages to the non-defaulting party.

         The  non-defaulting party shall have the following means to enforce its
rights:

     (1)    cessation of infringements;

     (2)    removal of obstacles;

     (3)    return of property;

     (4)    compensation for losses;

     (5)    payment of contract breach damages; and

     (6)    any other means allowed by law.

         The limitation period for the claim for compensation  shall not be more
than four years from the time that the non-defaulting party knows or should have
known  that its  rights  have  been  infringed  upon or this  Contract  has been
breached.

ARTICLE 20    DISPUTE SETTLEMENT

         The construction, validity, interpretation,  performance and settlement
of the disputes  shall be governed by the laws announced or publicized in China.
Where there do not exist any laws governing  certain matters in relation to this
Contract in China, general practice on international business shall be applied.


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                              Investment Contract
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         All disputes  concerning the Contract or the execution of this Contract
shall be settled through friendly discussion.  If the parties cannot resolve the
disputes  through  friendly  discussion,  any party may submit the  disputes  to
Singapore  International  Arbitration Centre according to its Arbitration Rules.
The  arbitration  proceedings  are  in  English  and  Chinese.  The  arbitration
proceedings  shall be  conducted  in  accordance  with  the  Chinese  laws.  The
arbitration  fee should be absorbed by the failing party.  The decision shall be
final and binding upon all parties.

         Where a dispute arises and is being settled  through  arbitration,  the
remaining  provisions  not in dispute  shall still govern and the parties  shall
continue to perform their respective obligations.

ARTICLE 21    NOTICE AND LANGUAGE

         Any  notice or  communication,  which is  issued  from one party to any
other party, if it is sent by cable,  telex, fax, e-mail, and concerns the right
and  obligation of all parties,  a written notice shall be followed by mail. The
legal  addresses  set  forth  in  this  Contract  shall  be  deemed  to  be  the
correspondence  addresses  of the  parties.
        This Contract is written in both English and Chinese, and both languages
are equally authoritative. This Contract  is  signed  in  Beijing, China, by the
authorized  representatives  of  Goldvision and  SCP on  the date  first written
above.

THE CORPORATE SEAL of                          )
STRATEGIC COMMUNICATIONS                       )
PARTNERS, INC.                                 )
was affixed in the presence of:                )         c/s
                                               )
--------------------------------------         )
Authorised Signatory                           )
                                               )
--------------------------------------         )
Authorised Signatory

THE CORPORATE SEAL of                          )
BEIJING GOLDVISION TECHNOLOGIES                )
LTD.     was affixed in the presence of:       )
                                               )         c/s
--------------------------------------         )
Authorised Signatory                           )
                                               )
--------------------------------------         )
Authorised Signatory



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                                   SCHEDULE A

o      GoldInfo ISP Authorization
o      Goldinfo VSAT Authorization
o      Goldtel BWIN Network Authorization
o      List of Assets including cash balances of all accounts on Closing Account
       Statements as of November 29, 2002
o      List of Physical Network Assets of Goldtel
o      List of Physical Infrastructure Assets of Goldinfo
o      List of current customer accounts of Goldinfo and Goldtel
o      Mpeg Technology
o      (Other Intellectual Property Assets)














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                              Investment Contract
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                                   SCHEDULE B

Beijing  Goldwave Network  Developments  Incorporated,  Ltd. (Chinese characters
         omitted),  a Chinese company,  having an office at Central TV Tower No.
         02-21,  No. 11 Xi San Huan Zhong Road,  Beijing,  People's  Republic of
         China 100036

Beijing  GoldTech System  Integration  Incorporated,  Ltd.  (Chinese  characters
         omitted),  a Chinese company,  having an office at Central TV Tower No.
         02-21,  No. 11 Xi San Huan Zhong Road,  Beijing,  People's  Republic of
         China 100036
















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                              Investment Contract
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                                   SCHEDULE C

               CONFIDENTIALITY PROTECTION OF TRADE SECRETS OF SCP

This agreement is made and entered into this  __________day  of _________,  2002
between_______________________________________________________________________as
"Disclosee" and STRATEGIC  COMMUNICATIONS  PARTNERS, INC. (Hereafter referred as
STRATEGIC).

IN  CONSIDERATION  OF THE  DISCLOSING  OF CERTAIN  INFORMATION  by  STRATEGIC to
Disclosee, the parties hereby agree as follows:

For purposes of this Agreement  only such  confidential  information,  disclosed
verbally,  or via  special  access  through  the  Internet,  or in  writing  and
designated as confidential by STRATEGIC,  shall be treated as confidential under
terms  of  this  agreement.  This  includes  but is not  limited  to  technical,
financial and intellectual information of a proprietary nature. Disclosee agrees
to treat such  confidential  information  as property of STRATEGIC and agrees to
use the same degree of care that  Disclosee  would use in  protecting  their own
proprietary information.

Disclosee  agrees to not disclose any STRATEGIC  information  to any third party
without  the  written  permission  and consent of  STRATEGIC  or its  designated
representative.  In the case of such disclosure, even with permission, the third
party must be similarly bound by signing of this agreement.

Disclosee agrees not to use proprietary  information for any purpose  whatsoever
without the written consent of STRATEGIC. Disclosee agrees not to capture and or
store any information designated by this agreement in any medium,  electronic or
otherwise.  This agreement shall include all information regarding the software,
programs,   information   databases,   information  systems,   computer  network
resources,  and all plans,  descriptions and  representations of STRATEGIC,  its
products and services, and prototypes, and all data found stored on any Internet
server.

Disclosee  agrees that during the period of twenty four (24) month following the
date hereof, they will not, directly or indirectly,  engage in (or assist others
to engage in) any business, trade or occupation that produces, trades, develops,
sell,  and/or markets in wholesale or retail  channels any product or service in
competition  with the  product  or  services  of  STRATEGIC's  about  which  the
Disclosee has or will obtain confidential  information,  as contemplated by this
agreement,  such as  production,  development,  selling or marketing of any such
product or service.

This  agreement  shall be binding upon the parties  hereto and their  respective
heirs,  administrators,   successors,  assigns,   representatives,   agents  and
employees.  Parties  may  document  in  writing,  within  ten  days of any  oral
communication, any items discussed that are designated as confidential.

This agreement may not be superceded  except by written agreement of the parties
hereto. This agreement shall be construed and interpreted  according to the laws
of the State of


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                              Investment Contract
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Wyoming.  A waiver of any breach by the other  party shall be deemed a waiver of
subsequent breach.

Upon a breach of this agreement by Disclosee,  STRATEGIC may pursue all legal or
equitable  remedies  available  to it and will be entitled to recover its costs,
expenses and reasonable attorney's fees incurred in enforcing this agreement.

All terms applying to the Disclosee, apply for all material, information, items,
and processes equally to STRATEGIC relative to the Disclosee.

Disclosee and STRATEGIC agree that the restriction herein is reasonable.

       The representative of STRATEGIC and Disclosee executing this agreement
       are duly authorized on behalf of their respective parties, and once
       executed, the Agreement shall be valid and binding upon each party.


Once executed, this document is binding upon Disclosee and upon STRATEGIC.

                                              STRATEGIC COMMUNICATIONS
                    DISCLOSEE                 PARTNERS, INC.

Signed By:
               ----------------------------   ----------------------------------
Print Name:
               ----------------------------   ----------------------------------
Signed By:
               ----------------------------   ----------------------------------
Print Name:
               ----------------------------   ----------------------------------
Date:
               ----------------------------   ----------------------------------







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