EXHIBIT 10.4

               SALES, MARKETING AND OPERATIONS AGREEMENT BETWEEN
                    BEIJING GOLDVISION TECHNOLOGIES LTD. AND
                    STRATEGIC COMMUNICATIONS PARTNERS, INC.
                            DATED DECEMBER 18, 2002






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                   Sales, Marketing, and Operations Agreement
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                   SALES, MARKETING, AND OPERATIONS AGREEMENT

     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 Room 208,  Main
            Building, Hengxin Tower, 61 Fuxing Road, Haidian District,  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,  Colorado,
            United States of America 80122

            (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,
         China;

2.       SCP is in the business of providing financial,  technical and marketing
         services based in Colorado, USA;

3.       Goldvision  and SCP are both parties to an  investment  contract  dated
         December 18, 2002; and

4.       The parties  intend to cooperate  to make best use of their  respective
         strengths and resources.

1. DEFINITIONS

In this Agreement,

     (1)      "Contract" means the investment  contract  between  Goldvision and
              SCP signed on December 18, 2002;

     (2)      "Control"  is defined as SCP  having the final  authority  via the
              required   secondary  seal  and   preparation  of   disbursements,
              receipts, and accounting records;

     (3)      "Exclusive"  is  defined  as the total  right to sell a product or
              service in defined geographical areas, specific customer types, or
              industries  by

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              mutual agreement in advance.  This means that for each  product or
              service  a  sales  plan  defining  SCP's sales assignment  will be
              developed with the above details defined exactly.

     (4)      "Failing"  is defined as an  inability  to  generate  revenue in a
              given  area in a given  period  of time.  Goldvision  and SCP will
              mutually  negotiate  this  (the  definition  of  an  inability  to
              generate revenue) based on the targeted customer or product;

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

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

     (7)      "Goldvision's Sale" means sales by Goldvision,  Goldinfo, Goldtel,
              or any of  Goldvision's  Subsidiaries  (controlled by Goldvision),
              joint   ventures,   associates,   employees,   agents,   partners,
              distributors, dealers, wholesalers, and retailers;

     (8)      "Industry  Standard" is defined as equal to other  competitors  in
              the Chinese market with similar services and / or products;

     (9)      "Products"  shall be  deemed  to be those  items of  products  and
              services  from  Goldvision  and its  subsidiaries  (controlled  by
              Goldvision);

     (10)     "Separate  Sales  Account"  means the bank account to be set up by
              Goldvision for the exclusive use and management by SCP over sales,
              revenues, direct sales costs, direct product costs, , investments,
              and  profits  or  any  other  financial  activities  of SCP in the
              cooperation with Goldvision or its Subsidiaries (only subsidiaries
              controlled by SCP);

     (11)     "Subsidiaries" means any or all of Goldinfo, Goldtel, or any other
              entities that are controlled,  owned or invested in by Goldvision;
              and

     (12)     "Territory" shall refer to China and worldwide areas.

     (13)     "Lasting" is greater  than 1 year and the offended  party issues a
              letter giving 60 days notice and the issue or breach or default is
              not cured within the additional 90 day period.

     (14)     "GoldVision"  refers to  GoldVison  or GoldTel,  GoldInfo,  or any
              future subsidiaries (controlled by GoldVision);

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     (15)     "Active  Involvement"  implies that SCP shall actively sell all or
              part of Goldvision products or Goldvision Subsidiaries (controlled
              by Goldvision) products in the various market segments.

     (16)     "Net Profit" as defined in schedule B.

2. GRANT OF EXCLUSIVE MARKETING RIGHT

     (1)      Exclusive Grant:  Goldvision  grants to SCP the exclusive right to
              distribute,  sell and market the  Products  in the  Territory  and
              appoints  SCP as its  exclusive  distributor  for this  purpose in
              accordance  with the terms of this Agreement and as limited by the
              provided definition of "Exclusive";

     (2)      SCP accepts such grant and appointment; and

     (3)      Goldvision  warrants  that there are no other  grants of exclusive
              right to distribute, sell and market the Products in the Territory
              and no  other  appointment  of  exclusive  distributors  for  this
              purpose.  Goldvision  further  covenants with SCP that  Goldvision
              shall not grant such exclusive right to any third party or appoint
              any third  party as the  exclusive  or  non-exclusive  distributor
              except  according to terms mutually  negotiated with SCP or if SCP
              chooses not to  distribute  this product or not to distribute to a
              particular   industry  or  not  to   distribute  to  a  particular
              geographical area as defined in the exclusivity agreement.

3. SUB-DISTRIBUTION

         SCP may appoint  sub-distributor  for the Products within the Territory
as it deems  appropriate from time to time.

4. TERM OF AGREEMENT

     (1)      Subject to the provisions for early termination as set out in this
              Agreement,  this  Agreement  shall remain in full force and effect
              for a period of 20 years and shall  expire on December  31,  2022.
              The contract is assumed to  automatically  renew for an additional
              20 years,  such renewals to be granted in  perpetuity  given SCP's
              continued existence and active involvement in the business;

     (2)      The parties may renew this  Agreement 6 months before  termination
              or expiration of this Agreement; and

     (3)      The parties agree to an annual contract review for the first three
              years and every  fifth year  anniversary  thereafter  to amend the
              contract  to  realistically  fit actual  business  conditions  and
              requirements.   This  annual  review  is  not

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              an opportunity  to  terminate this Agreement. It is an opportunity
              to more effectively meet the needs of both businesses.

5. DEVELOPMENT PERFORMANCE

       Goldvision and SCP will develop mutual performance milestones.

6. OBLIGATIONS OF GOLDVISION

         Goldvision shall:

     (1)      refer to SCP all  queries,  orders or  requests  for the  Products
              originating from and intended for delivery within the Territory;

     (2)      provide logistics support for SCP as needed;

     (3)      execute all network planning, design, installation, operation, and
              maintenance;

     (4)      provide all customer service functions;

     (5)      provide all necessary  cost  information  to properly  account for
              cost of goods sold;

     (6)      provide necessary network capacity at Industry Standard or greater
              reliability  to  satisfy  Goldvision,  SCP  and  any  other  sales
              activities service delivery needs;

     (7)      create and maintain  Separate  Sales Accounts  within  appropriate
              Goldvision  or its  Subsidiaries  (controlled  by  GoldVision)  to
              receive   revenue  and  disburse  cash  for  costs,   profits  and
              investmenti(pound)

7. OBLIGATIONS OF SCP

     SCP shall:

     (1)      provide all  financial  resources  as  outlined in the  investment
              contract  to build  out the  network  as per  reasonable  mutually
              agreed timeframe and services;

     (2)      provide financial  resources for all sales and marketing including
              the effort by SCP (as an investment to Goldvision  and repaid from
              revenues and / or invested capital) and Goldvision until such time
              as the costs are self financed by the revenue of SCP sold services
              minus costs to Goldvision;

     (3)      provide  all  financial   resources  to  build  mutually  approved
              secondary investment  opportunities to a point of profitability or
              following investment

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              once  mutual  agreed  upon  secondary agreements are completed and
              sealed by all parties;

     (4)      diligently  and  effectively  market,   distribute  and  sell  the
              Products in the Territory;

     (5)      use its best  efforts to  advertise  and  promote  the sale of the
              Products  in the  Territory  and to make  regular  and  sufficient
              contact with its present and potential customers;

     (6)      maintain  adequate sales and  administrative  facilities to ensure
              prompt service to customers of SCP;

     (7)      devote its best efforts to promote the sale of the Products within
              the Territory;

     (8)      advise Goldvision of any defective  Products  immediately to allow
              Goldvision to rectify the situation;

     (9)      process all bills and bill payments for Goldvision;

     (10)     deduct (mutually agreed) upon cost of sales from billing;

     (11)     establish and operate a multinational  sales team headquartered in
              Beijing;

     (12)     provide  product  marketing  support and training  for  Goldvision
              sales team; and

     (13)     provide technical support and advice as appropriate to Goldvision.

8. COVENANT OF GOLDVISION

         Goldvision covenants with SCP that it will not:

     (1)      claim intellectual  property rights to such assets in SCP's shell,
              or its assigns; and

     (2)      disclose any  confidential  or  proprietary  information of SCP as
              specified and agreed upon in Schedule B.

9. OTHER PROJECTS

     The parties agree:

     (1)      other  projects  are those  that are not  funded  by  Goldvision's
              profits or SCP's investment;

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     (2)      SCP shall not receive a  contractual  share of profit in the other
              projects if SCP is not a party to such contractual arrangement;

     (3)      SCP shall have the first right of refusal to  participate in other
              projects  and  the  first  right  to be  informed  of  such  other
              projects,  and the right to participate in the  implementation  of
              such other projects; and

     (4)      SCP may receive in some projects  share of profit  different  from
              its  proportionate  equity  ownership  holding  in  Goldvision  if
              Goldvision  and SCP mutually  agree that this  different  share of
              profit is appropriate based on other contributions than capital.

10.  NON-COMPETITION

         The right  to  market and sell  the  products and services  remains the
exclusive  right and property of SCP  according  to  the agreement definition of
exclusivity. Goldvision may not:

     (1)      set up a separate marketing scheme in competition with SCP;

     (2)      sell or promote  the sale of or market in any manner the  Products
              to any person or persons;

     (3)      promote or advocate the use or  application of the Products to any
              persons;

     (4)      hold  itself out as having any sales or  marketing  right over the
              Products except as required by Chinese telecommunications laws and
              in these cases SCP will act as a sales  agent for these  products;
              or

     (5)      communicate   or  disclose  to  any  persons  any   knowledge   or
              information it may receive from SCP about the business and affairs
              of  SCP,  including  their  sales  and  marketing  techniques  and
              strategies,   their   customers   or   suppliers,   the  uses  and
              applications of the Products,  or any other matter  concerning SCP
              not  generally  known  to the  public,  all of  which  information
              Goldvision  acknowledges  is proprietary or  confidential  and the
              disclosure of which would injure SCP.

(6) SCP and Goldvision will require senior management to sign a  non-competition
agreement with a minimum two year term.
(7) Pei Sheng Wei cannot be party  to a competing enterprise or participating in
competing activities; and




11. EXCLUSIVE MANAGEMENT RIGHT OVER MARKETING AND REVENUE

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         Unless  Chinese  law prohibits or  restricts, SCP shall through its own
employees or employees of Goldvision:

     (1)      handle all  marketing  and sales  activities  of Goldvision or its
              Subsidiaries    (controlled   by   Goldvision)    resulting   from
              Goldvision's or its Subsidiaries (controlled by Goldvision)' Sale,
              including sales remuneration to appropriate sale forces as defined
              by the definition of exclusive;

     (2)      receive  all  payments  from  sales of  services  or  products  of
              Goldvision or it's Subsidiaries (controlled by Goldvision) through
              Tiangui's  special accounts managed by SCP and controlled  through
              SCP's second seal as defined by the definition of exclusivity; and

     (3)      SCP must allow  Goldvision to setup sales channels if it is unable
              to do so  itself  for  certain  products,  markets,  or  types  of
              customers.

     (4)      SCP and Goldvision  must mutually agree to any other sales forces,
              agents, or parties selling Goldvision products.

12. SEPARATE SALES ACCOUNTS

         The  parties  agree  on  the  setup  and  maintenance of Separate Sales
Accounts for all Goldvision and subsidiary investments participated in by SCP:

     (1)      Goldvision or its  Subsidiaries  (controlled by Goldvision)  shall
              set up  Separate  Sales  Accounts  at a bank  selected  by SCP and
              accepted as  reasonable  by  Goldvision  to receive all  exclusive
              revenues from  Goldvision's  or its  Subsidiaries  (controlled  by
              Goldvision) Sale;

     (2)      SCP  shall  have  final  signature  seal  on  the  Separate  Sales
              Accounts,  including all revenues, product costs investments,  and
              profits;

     (3)      Goldvision or its  Subsidiaries  (controlled by Goldvision)  shall
              not interfere  with the management of such Separate Sales Accounts
              by SCP;

     (4)      Goldvision or its  Subsidiaries  (controlled by Goldvision)  shall
              give SCP exclusive  control of these  Separate  Sales  Accounts by
              making SCP the second seal  necessary to disburse funds from these
              Separate Sales Accounts;

     (5)      SCP shall  disburse from the Separate  Sales  Accounts the product
              costs  and  profit  share  of  Goldvision   or  its   Subsidiaries
              (controlled by Goldvision) prior to netting out accounts among SCP
              and  Goldvisionto  the  general  accounts  of  Goldvision  or  its
              Subsidiaries  (controlled  by Goldvision) or SCP conforming to tax
              regulations and accounted for as a direct sales cost;

     (6)      SCP shall  accrue  its own profit  share,  and sales cost in these
              Separate Sales Accounts through the corporate fiscal year;

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     (7)      SCP shall accrue  Goldvision or its  Subsidiaries  (controlled  by
              Goldvision)  product costs and profit shares in the Separate Sales
              Accounts throughout each corporate fiscal year;

     (8)      Goldvision  or  its  Subsidiaries (controlled by Goldvision) shall
              be :

              (a)  Not closing the Separate Sales Accounts;

              (b)  Goldvision shall  set up this account in a bank approved by
                   SCP.

              (c)  Not creating additional obstacles or difficulties for SCP in
                   the use of Separate Sales Accounts; or

              (d)  Not interfering with the setup, management or maintenance of
                   the Separate Sales Accounts; and

     (9)      Goldvision or its  Subsidiaries  (controlled by Goldvision)  shall
              guarantee the normal use of the Separate  Sales Accounts by SCP by
              doing the following:

              (a)  appoint one financial stamp/seal/chop keeper and one
                   alternate financial stamp/seal/chop keeper; and

              (b)  make available the use of financial stamp/seal/chop by SCP
                   during normal business hours.





13. REVENUE AND PROFIT

         At fiscal year end, SCP and Goldvision or its Subsidiaries (controlled
by Goldvision) shall net out the difference between the Separate SCP sales
accounts of Goldvision or its Subsidiaries and SCP Accounts so that the cash
transfer is minimized between SCP and Goldvision.


         Profit share shall be forty nine (49%) per definition of exclusivity
SCP shall provide sales and marketing support for all ongoing Goldvision sales,
marketing, and customer relationship support activities for all existing
capabilities. If SCP chooses not to provide this support or SCP and Goldvision
determine this support would harm an opportunity the profit share will be
according to ownership.

         Profit sharing is post reinvestment of funds in Goldvision and/or its
subsidiaries.

         For future city markets and other business opportunities participated,
SCP shall receive a 20% profit share until investment exceeds 20% and 49%
thereafter unless SCP

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and Goldvision negotiate a different formula in advance or if it is formally
renegotiated in the future.

         For projects not funded internally, SCP will have first right of
refusal to invest in whole or in part in these projects for delivery if
possible. If SCP cannot service a product, because SCP cannot provide funds or
SCP does not have like resources to deliver the project services, SCP will
participate on an ownership share basis of profits.

14. PRODUCT WARRANTY

         Goldvision or its Subsidiaries (controlled by Goldvision) shall provide
a  manufacturer's  warranty on the Products  delivered to SCP in conformity with
the  prevailing  standards in the telecom  service  industry.  The period of the
warranty  shall  extend for one year after the date of sale of the Products to a
customer and for a period of ninety days from the date of sale of replacement or
spare  parts  to a  customer.  Goldvision  or its  Subsidiaries  (controlled  by
Goldvision) warrants to SCP that the Products shall be of merchantable  quality.
Goldvision  or its  Subsidiaries  (controlled  by  Goldvision),  at its or their
option and at its or their  cost,  shall  replace  any  Products,  which fail to
comply with such warranty.

15. EXCUSABLE DELAY

         Neither  party  shall  be  responsible  for the  failure  or  delay  in
performing any of its obligations due, directly or indirectly, by act of God, by
act of public enemy,  acts of government  bodies or agencies foreign or domestic
(including  inability  to procure  materials or to  manufacture  or ship ordered
goods because of  governmental  priority  orders or allocations or  restrictions
upon the use of materials or  manpower),  port  congestion,  nuclear  incidents,
sabotage, riot, fire, floods, typhoons or unusually severe weather, earthquakes,
explosions,  terrorist  attacks or other  catastrophes,  epidemics or quarantine
restrictions,  strikes,  labour unrest or labour  shortages,  accident,  freight
embargoes,  delays  occasioned by carriers or delays of a supplier of materials,
components, facilities, energy, fuel, transpiration, governmental authorizations
or instructions, material or information required from one of the parties to the
other,  or because of any other causes beyond either party's  control , in whole
or in part.

16. RELATIONSHIP OF THE PARTIES

         The  relationship  between  SCP and  Goldvision  and  its  Subsidiaries
(controlled  by  Goldvision) is intended to be and shall be that of partners and
agents.

17. RETURN OF EXCLUSIVE MARKETING RIGHT

         Under  the  following  circumstances,  the  exclusive  marketing  right
granted under this Agreement shall be returned to Goldvision if SCP:


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   (1)    chooses  not to sell a  product,  quits  selling a product or fails to
          sell a product;

   (2)    chooses not to sell to an industry,  quits selling to an industry,  or
          fails selling to an industry;

   (3)    chooses not to sell to a specific geographic area;

   (4)    chooses not to sell to a  customer,  quits  selling to a customer,  or
          fails selling to a customer; or

   (5)    fails selling in total or quits selling.



18. RIGHT TO CHOOSE

         SCP  shall  in its absolute discretion have the right to choose whether
to sell or not sell a product or  line  of products or to an industry / customer
or any combination of them.

         SCP always shall have the first right of refusal to sell new product or
lines of products or to new industry / customer or any combination of them.

         The  parties  agree that the products and services that are not subject
to this Agreement shall be  listed in Schedule C which will be revised, updated,
and ratified from time to time as required.

19. TERMINATION

         Either party may terminate this  Agreement with a six (6) month  notice
or other act if,

   (1)    the  other  party  is in  default  in  any  material  respect  in  the
          performance  of  any  of  its  obligations  under  this  Agreement  or
          otherwise commits any material breach of this Agreement;

   (2)    the other party is bankrupt or insolvent; or

   (3)    any  frustration  of this  Agreement by the occurrence of an excusable
          delay of a lasting nature.

20. EVENTS UPON TERMINATION

         Upon  termination  of  this  Agreement  for  any  cause whatsoever, the
following shall apply:

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   (1)    all rights and privileges granted by Goldvision to SCP shall be either
          continued or discontinued; and

   (2)    if  requested  by  Goldvision,  SCP shall  return all of the  Products
          delivered by  Goldvision to SCP and on hand in SCP's place of business
          or in the  possession or the control of SCP at the time of termination
          of this Agreement.

       This section shall survive the termination of this Agreement.

   (1)    SCP shall turn over to  Goldvision  all sales  inquiries  and unfilled
          orders and the parties shall negotiate the amount of compensation; and

   (2)    SCP shall cease  trading in the  Products and shall notify all dealers
          and other  interested  parties of the  termination.  SCP shall further
          cease  to  make  any  representations  to  the  public  that  it is an
          authorized distributor of the Products.

       Notwithstanding any such termination:

   (1)    all  warranties  set out in this  Agreement  and  all  obligations  of
          indemnification  shall  survive  and  continue to bind the parties for
          five years after the date of termination of this Agreement;

   (2)    SCP and Goldvision shall honour any remaining payment  obligations set
          out in this Agreement; and

   (3)    SCP shall be permitted to sell all Products  manufactured prior to the
          termination,  provided  such sales are  completed by delivery of goods
          and receipt of payment  therefor within six months of the date of such
          termination  and are subject to the payment  obligations as set out in
          this Agreement.

21. ASSIGNMENT

         The marketing and distribution  right under this  Agreement may be sold
or assigned or disposed of by SCP with notice to Goldvision.

22. CONFORMITY WITH LOCAL LAWS

         The rights and obligations of the parties under this Agreement shall be
subject to all applicable  laws, orders  regulations,  directions,  restrictions
and  limitations of the  governments  having  jurisdiction  of the parties.

23. DISPUTE RESOLUTION


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         All  disputes  arising  in  connection  with this  Agreement,  shall be
determined  by  arbitration  in  accordance  with the  Arbitration  Rules of the
Singapore International Arbitration Centre and the place of arbitration shall be
Singapore.

24.  APPLICABLE LAW

         This Agreement is made, executed, and delivered in Beijing,  China, and
any  controversy  arising  hereunder or in relation to this  Agreement  shall be
governed by and construed in accordance with the laws of China.

25. ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement of all the parties with
respect to the subject-matter hereof and, except as stated in this Agreement and
in the  instruments  and documents to be executed and delivered  pursuant to it,
contains all of the representations,  undertakings and agreements of all parties
respecting the subject-matter hereof. There are no representations, undertakings
or agreements of any kind between all the parties  respecting the subject-matter
hereof except those contained in this Agreement.

26. SEVERABILITY

         The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity of enforceability of any other provision.

27. NOTICES

   (1)    Any notice or other documents  required or permitted to be given under
          this Agreement  shall be in writing and shall be delivered,  mailed by
          pre-paid   registered  mail,  return  receipt  requested  or  sent  by
          facsimile transmission addressed to the party or parties to whom it is
          to be given at the  address  shown  below or at such other  address or
          addresses  as the party or parties to whom such writing or document is
          to be given shall have last  notified all other  parties in accordance
          with the provisions of this paragraph:

      (a) If  to  Goldvision  at: Central TV Tower No. 02-21, No. 11 Xi San Huan
          Zhong Road, Beijing, China 100036.

      (b) if  to  SCP  at: 7931  South Broadway, Suite 130, Littleton, CO 80122,
          United States of America

   (2)    Any such notice or other document shall:

      (a) if delivered,  be deemed to have been given and received  at the place
          of receipt on the date of  delivery,  provided  that if such date is a
          day other  than a  business  day in the place of  receipt, such notice
          or document shall

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          be deemed to have been given and  received  at the place of receipt on
          the first business day in the place of receipt, thereafter;

      (b) if transmitted by facsimile transmission, be deemed to have been given
          and received at the place of receipt  on the  next business day in the
          place of receipt, following the day of sending;

      (c) if mailed,  be deemed to have been given and  received at the place of
          receipt on the date of actual receipt; and

      (d) if e-mailed, be deemed to have been given and received at the place of
          receipt on the next  business day in  the  place of receipt, following
          the day of sending.

28. AMENDMENT OF AGREEMENT

         None of the terms,  conditions or provisions of this Agreement shall be
held to have been  changed,  waived,  varied,  modified or altered by any act or
knowledge of either party,  their respective agents, or employees unless done so
in writing signed by both parties.

29. WAIVER OF BREACH

         No waiver on behalf of any part of any breach of the  provisions  shall
be  effective  or binding on such party  unless the same shall be  expressed  in
writing  and any  waiver so  expressed  shall not limit or affect  such  party's
rights  with  respect  to any  future  breach of any of the  provisions  of this
Agreement.

30.  FURTHER ASSURANCES

         Each of the  parties  covenants  that they will  execute  such  further
documents and do and perform or cause to be done and performed  such further and
other acts as may be necessary  or desirable  from time to time in order to give
full effect to the provisions of this Agreement.

31.  PREVAILING OF THE CONTRACT

         If there is conflict  between  this  Agreement  and the  Contract,  the
Contract shall prevail over this Agreement.

32.  SUCCESSORS AND ASSIGNS

         This  Agreement  shall be  binding  on and enure to the  benefit of the
successors  and  assigns  of  both  parties  and  all  persons  or  corporations
succeeding to or acquiring the business now carried on by Goldvision or SCP.


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33. LANGUAGE

         This  Agreement  is written in both Chinese and English  languages  and
each language shall be equally authoritative.

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement on
the date written above

The Corporate Seal of STRATEGIC             )
COMMUNICATIONS PARTNERS, INC.               )
was hereunto affixed in the presence of:    )

                                            )
                                            )           c/s
--------------------------------------      )
Authorized Signatory                        )

--------------------------------------      )
Date                                        )


The Corporate Seal of BEIJING GOLDVISION    )
TECHNOLOGIES INC.                           )
was hereunto affixed in the presence of:    )
                                            )
                                            )           c/s
--------------------------------------      )
Authorized Signatory                        )


--------------------------------------      )
Date                                        )




                                       14
<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------


                                   SCHEDULE A

                       DEVELOPMENT PERFORMANCE MILESTONES


<TABLE>
<CAPTION>
<S>                                                       <C>
------------------------------------------------------------------------------------------------------------
Goldvision will develop government sales at a rate        SCP will develop multinational and other sales
defined in this Agreement.  Goldvision may choose to      assignments made to it by Goldvision at a rate
use SCP sales and marketing experience to achieve         defined in the final contract.
this.
------------------------------------------------------------------------------------------------------------
Goldvision will seek to develop new market license        SCP will provide capital 120 days prior to
                                                          anticipated requirements on a sliding schedule
agreements with other provinces and cities on a           updated mutually by SCP and Goldvision every 60
schedule defined in the agreement.                        days.
------------------------------------------------------------------------------------------------------------
Goldvision will guarantee network performance and /       SCP will agree to maintain required resources for
or customer satisfaction measures per a mutually          partnership assistance in Beijing or other future
defined schedule and standards.                           markets on a mutually defined schedule.
------------------------------------------------------------------------------------------------------------
Goldvision agrees to meet network build-out               SCP agrees to provide on a mutually agreed upon
                                                          basis, support to develop OSS requirements and to
performance objectives on a mutually defined schedule.    install OSS needs when mutually agreed by SCP and
                                                          Goldvision.
------------------------------------------------------------------------------------------------------------

</TABLE>









                                       15


<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------



                                   SCHEDULE B

                             NET PROFITS AGREEMENT

The parties to  the...agreement,  date December 18, 2002, hereby both agree that
in the event this section of the agreement is activated, that the party doing so
will be treated as owning an undivided interest in Goldvision, a Chinese limited
liability  company and to the licenses that the company operates with today, for
as long as they remain in affect.

This  agreement  is subject  to the  definitions  incorporated  herein and shown
below.

This carried  interest holder shall be paid in cash its "net profits"  interest,
quarterly,  thereafter.  This agreement shall be in perpetuity or for as long as
the licenses that the company operates with today remain in affect.

The party whom elects to be treated as a "Carried Interests Holder"  understands
that Tian Gui or its successor will be operating  using the licenses  previously
identified.  They will derive cash  revenues  from  operating  the  property and
equipment  necessary to deliver the services.  The carried interest holder shall
receive quarterly net profits distributions.

The following  description of the Net Proceeds  distributions  is subject to and
qualified by the more detailed provisions of this calculation, which will be the
Carried  Interest  Holders  Agreement,  which both parties  agree to finalize no
later than 90 days from the date of this agreement.

Senior  management  operating these licensees  understands  that it shall have a
fiduciary  responsibility  to collect these  revenues.  It shall make reasonable
investments to grow the revenues  derived from the licenses and make  sufficient
capital  investment  to grow and maintain the property and  equipment to deliver
the services.  It shall also make minimum cash  distributions to the net profits
interest.

It shall calculate the Net Proceeds payable to the carried  interest holder,  as
follows:

GROSS PROCEEDS
LESS: COST OF SALES,  GENERAL AND ADMINISTRATIVE  EXPENSE,  EXPENSES  APPLICABLE
ONLY TO THE CARRIED INTEREST HOLDER, PROPERTY AND EQUIPMENT COSTS AND INCOME AND
OTHER TAXES SHALL EQUAL THE NET PROCEEDS TO BE PAID

The cost to audit the net proceeds paid the carried  interest holder  calculated
by the company  shall be borne by the carried  interest  holder and the company,
equally.

The Net  Proceeds  are to be  determined  and  reported to the carried  interest
holder on a monthly  basis.  The calendar  year shall be  followed.  The Company
books and records,  for this calculation shall be maintained following generally
accepted  accounting  principles.  The Net  Proceeds  calculation  shall be done
entirely on a cash basis,  except as defined.

                                       16

<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------


The carried interest holder shall have full and complete access to the books and
records of the Company.

Actual cash  distributions,  form the Net Profits  interest  held by the carried
interest holder shall be made quarterly,  no later than the  distribution  date,
which is 45 days  after  each  calendar  quarter.  This  quarterly  distribution
amount, shall be paid from the cash on hand.

Periodic reports will be provided to the carried interest holder.  The can be no
amendments to this agreement except by the parties to this agreement in writing.

The carried  interest  holder  shall  maintain its board  representation  on the
Company.


DEFINITIONS

ACCRUED INTEREST

MINIMUM DISTRIBUTION

"Net Proceeds" - are determined monthly on a license-by-license  basis. They are
proceeds  received  by the  Company  as the owner of an  undivided  interest  in
Goldvision.  This is calculated as gross  proceeds less costs of sales,  general
and administrative  expenses,  expenses  applicable only to the carried interest
holder, property and equipment costs and Income and other taxes.

"Gross  Proceeds" - means the amounts  received by the Company from sales of and
and all  services  derived  under its  licenses,  after  deducting:  all general
property (ad valorem) and sales taxes.

"Cost of Sales" - means,  on a cash  basis,  generally  the sum of:  the cost of
delivering the sales,  costs paid by the carried interest holder under any joint
operating  agreement;  all other  costs,  expenses and  liabilities  of selling,
marketing the services  delivered  under the licenses held,  amounts  previously
included  in gross  proceeds  but  subsequently  paid as a refund,  interest  or
penalty, costs and expenses for renewals or extensions of rents.

"Property  and  Equipment  Costs"  - the  Property  and  Equipment  may  undergo
development  activities  intended to  increase  or  maintain  both the level and
capacity of services  delivered  under the  licenses.  The party  electing to be
treated  as a carried  interest  holder  will not be liable for any such cost to
increase the Property and Equipment,  but the amount of such  development  costs
reduces the Net Proceeds  payable.  Significant  increases in development  costs
could materially reduce  distributions,  but not below the minimum distribution.
If Property and Equipment  development  and  maintenance  costs for a particular
license exceed the cash revenues  generated,  the carried  interests holder will
not receive the Net Proceeds for those licenses until future  proceeds from that
license exceed the total of the excess costs and expenses plus accrued  interest
during the deficit period.

                                       17

<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------


"General  and  Administrative  Expenses"  - to come...  As is  customary  in the
industry,  the  Company  charges  an  overhead  fee to  operate.  The  operating
activities include various engineering, accounting and administrative functions.
The fee is based on a monthly  charge per  customer by type of customer for each
service the Company delivers services for under the licenses held.

"Voting rights of the Carried  Interest  Holder" - the carried  interest  holder
shall always  maintain at least  one-third  (1/3 of 100%) of the board seats for
Goldvision or its successor entity that operates and runs the licenses discussed
in the contract.

"Senior  Management  and their  Fiduciary  Responsibility  and  Liability" - The
Company is a fiduciary for the carried interest holder and is required to act in
the  best  interests  of  the  carried  interest  holder  at all  times.  Senior
Management  must exercise the same judgment and care in supervising and managing
the carried interest holder's assets as persons of ordinary prudence, discretion
and intelligence  would exercise under Chinese law. Senior  Management duties to
the carried  interest holder are similar to the duty of care owed by a corporate
director to the corporation and its shareholders. The primary difference between
these  duties  and a  corporate  director's  duties is the  absence of the legal
presumption  protecting  decisions  which directly  affect the carried  interest
holder from  challenge.  The  Company,  acting in good faith and as a reasonably
prudent operator, may enter into carried interest  arrangements,  sub-contracts,
joint venture and other similar agreements covering the carried interest holder.
The Net Profits  Interests  held by the carried  interest  holder  would then be
calculated  on the interest  retained by the Company under the agreement and not
on the Company's  original  interest before any modification  resulting from the
agreement.  At the  request  of the  Company,  the Board may  consider  and sell
Property and Equipment,  that burden the Company,  which might be referred to as
marginal of inefficient parts of the Company's Property and Equipment,  provided
the sale does not involve a material part of the Company's  assets and is in the
best interests of the carried interest holders.  The Company will distribute pro
rata the net proceeds from any such sale to the carried interest holder.

"Expenses applicable only to the carried interest holder" - The Company shall be
reimbursed  for actual  reasonable  expenditures  made on account of any unusual
duties in connection with matters  pertaining to the carried interest holder. In
the  event of  litigation  involving  the  carried  interest  holder,  audits or
inspection  of  the  records  of the  Company  pertaining  to  the  transactions
affecting  the carried  interest  holder or any other  unusual or  extraordinary
services  rendered in  connection  with the  administration  towards the carried
interest   holder,   the  Company  shall  be  entitled  to  receive   reasonable
compensation for the services rendered.

"Fiscal  Year and  Accounting  Method" - The fiscal  year shall be the  calendar
year.  Senior  Management  shall maintain its books in accordance with generally
accepted accounting  principles or such other method as will provide appropriate
financial data  responsive to the needs of the party electing to be treated as a
net profits  interest.  Gross Proceeds and costs are calculated on a cash basis,
except that certain costs, primarily ad valorem and

                                       18

<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------


other taxes and  expenditures  of a material  amount,  may be  determined  on an
accrual basis. Net Proceeds are calculated separately for each license

"Income  and other  Taxes" - Senior  Management  will file and pay all  required
Chinese income, sales and other tax information returns.

"Review  of  Books  and  Records"  -  the  carried   interest   holder  and  his
representatives may examine, for any proper purpose,  during reasonable business
hours the records of  Goldvision.  The Company must  maintain  books and records
sufficient to determine the amounts payable for the carried interest holder. The
company  must  deliver a  statement  detailing  the  computation  of the amounts
payable to the carried interest holder Quarterly and Annually.  The Company must
also deliver to the carried  interest  holder a statement of the  computation of
the Net Proceeds for each Computation  Period. The Company will cause the annual
computation  of Net Proceeds to be audited.  The audit cost will be borne by the
party holding the carried interest and the Company, equally.

"Amendment of the Agreement for the Carried  Interest Holder" - Only the parties
to the Carried Interest Holder agreement of this date may change this agreement.

"Computation Of Net Proceeds" - the provisions  governing the computation of the
Net Proceeds are detailed and extensive.  The  computation of Net Proceeds shall
be  monthly,  in  arrears,  the  previous  months  computation  being due at the
beginning of the following month. (For example,  the computation for June, would
be completed  and  reported to the carried  interest  holder by July 31st).  The
first cash  distribution  shall be made no later  than the first  full  calendar
quarter,  following  the  quarter in which one party  elects to become a carried
interest holder.

"Distribution  Date"  means  the date of a  distribution,  which  shall be on or
before forty-five Business Days after the Quarterly Record Date.

"Net  Profits  Interests"  - the  carried  interest  holder  has  a Net  Profits
Interests  in  Goldvision  and the  licenses  operated.  The amounts paid to the
carried  interest  holder  for  the  Net  Profits  Interests  are  based  on the
definitions of "gross proceeds" and "net proceeds" set forth as described below.
Under the agreement, Net Proceeds are computed monthly.

"Cash   Distributions"  -  Senior   Management  shall  determine  the  Quarterly
Distribution Amount for each quarter and shall establish a cash reserve equal to
such amount on the Quarterly  Record Date for such Quarter.  On the Distribution
Date  for  such  Quarter,   Senior  Management  will  distribute  the  Quarterly
Distribution Amount.

"Periodic Reports" - Senior Management shall provide the carried interest holder
with reports mailed to it at the address of record.

"Cash on Hand" - The cash held by the  Company  as a reserve to  distribute  for
each  calendar  quarters  distribution  on the next  distribution  date  must be
invested in: interest

                                       19

<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------


bearing obligations of the Chinese government;  repurchase agreements secured by
interest-bearing  obligations of the Chinese  government or bank certificates of
deposit.

"Quarterly  Distribution  Amount"  means  for each  Quarterly  Period  an amount
determined by Senior  Management  to be equal to the excess,  if any, of (a) the
cash received during the Monthly  Computation Period attributable to the carried
interest holder,  plus any other cash receipts of the Company during the Monthly
Period  including  any cash  received  from  interest  earned on deposits of the
Monthly Distribution Amount for any prior Monthly Period pending distribution of
such  amount,  over (b) the  liabilities  of the Trust paid  during the  Monthly
Period, plus the amount of any cash used to establish or increase a cash reserve
for the payment of any accrued tax attributed to the carried interest holder. If
any Monthly  Distribution  Amount  determined in accordance this the Net Profits
interest calculation shall for any Monthly Period be a negative amount, then the
Monthly Distribution Amount shall be zero, and such negative amount shall reduce
the next Monthly Distribution Amount.

As ratified by



---------------------------        -------------------------
Name (Goldvision)                       Name (SCP)




---------------------------        -------------------------
Signature (Goldvision)                      Signature (SCP)








---------------------------        -------------------------
Seal (Goldvision)                           Seal (SCP)



---------------------------        -------------------------
Date                                        Date



                                       20

<PAGE>
                   Sales, Marketing, and Operations Agreement
--------------------------------------------------------------------------------




               EXCLUDED PRODUCTS AND SERVICES (FOR PROFIT SHARING)

                  NONE AT TIME OF THE SIGNING OF THIS CONTRACT.


















                                       21