Cooperation Agreement



THIS COOPERATION AGREEMENT made as of May 10, 2000

AMONG

     Wu Yi University of the City of Jiangmen,  Guangdong Province, the People's
Republic of China (`PRC") ("Party A")

AND

     CathayOnline  Technologies (Hong Kong) Limited, a company duly incorporated
under the laws of Hong Kong ("Party B")

AND

     Sichuan  Guo Xun Xin Xi Chan Ye You Xian  Gong Si, a  company  incorporated
under the laws of the PRC ("Party C")

WHEREAS:

A.   Party A currently owns a fiber optic network connecting 1,500 computers;

B.   Party A is capable of obtaining internet service provider ("ISP") license;

C.   Party A wishes to establish  full ISP services and to market such  services
     to customers in China ("Customers");

D.   Party B and Party C are having a working relationship; and

E.   Party A and Party B and/or Party C wish to cooperate with each other in the
     provision of the Services.

IN CONSIDERATION OF mutual promises and other good and valuable  considerations,
the receipt and sufficiency of which are hereby acknowledged,  the Parties agree
as follow:

Cooperation Structure and Provision of Services

1.   Party A and Party B (and/or Party C) will jointly  incorporate a company in
     Guangdong ("Guangdong  Company"),  which will provide full ISP services and
     other value added internet services (the "Services") to the Customers.

The Parties' Contributions

2.   Party A will be  responsible  for obtaining  telecom or other licenses from
     relevant  government  departments  in the PRC  that  are  required  for the
     Guangdong  Company to legally  provide  the  Services,  including,  but not
     limited to licenses  required  for ISP,  ICP,  data  processing  and e-mail
     services.

3.   Party B and/or Party C (or through its  designated  entity) will jointly or
     severally  contribute  to  and  the  Guangdong  Company  necessary  capital
     required for the provision of the Services  operating  capital required for
     marketing and  development of the Services  ("Development  Expenses"),  the
     amount and schedule of which will be determined by the Parties on the basis
     of a  feasibility  study report  provided  that the funding and  accounting
     practice  related thereto comply with  requirements of relevant  securities
     regulatory authorities.

Operation and Management of the Guangdong Company

4.   The board of directors of the  Guangdong  Company will be consisted of five
     (5)  directors,  of which  Party A will  appoint Two (2) and Party B and/or
     Party C will appoint Three (3).

5.   The  Chairman of the Board of the  Guangdong  Company  will be appointed by
     Party B and/or Party C and the General  Manager for the  Guangdong  Company
     will be appointed by Party A.

6.   Party B and/or Party C (or its designated entity) will, with the assistance
     and  participation  of  Party  A,  be  responsible  for  management  of the
     Guangdong  Company on the basis of a management  agreement to be entered by
     the relevant parties.

7.   Party A will provide the technical and administrative  team required by the
     Guangdong Company for the development and maintenance of the Services.

Shareholding and Dividend

8.   Party A will hold  twenty five (25)  percent of all issued and  outstanding
     shares  of the  Guangdong  Company  and  Party  B  and/or  Party  C (or its
     designated  entity)  will hold  seventy  (75)  percent  of all  issued  and
     outstanding shares of the Guangdong Company.

9.   After tax  profits of the  Guangdong  Company  will be  distributed  to the
     shareholders in accordance with their respective  shareholding  pursuant to
     relevant  laws and rules  provided that no such  distribution  will be made
     before and until the  Development  Expenses  are fully paid back to Party B
     and/or Party C (or its designated entity).

Covenants and Undertakings

10.  Party A covenants  not to enter into any similar  discussion  and agreement
     with any other third  parties  while Party B and/or  Party C will not enter
     into any similar  discussion  or agreement  with any other third parties in
     Jiangmen region, Guangdong Province.

11.  The Parties  undertake to cooperate in good faith to implement  the project
     contemplated by this Agreement.

Representations and Warrants

12.      Party A represents and warrants that:

     (1)  It has legal  capacity to enter into this  Agreement and has taken all
          actions and steps required for entering into this Agreement.

     (2)  It is  legally  bound  by this  Agreement  and has  legal  rights  and
          capacity to perform its obligations under this Agreement; and

     (3)  The  entering  into  this   Agreement  and  the   performance  of  the
          obligations  hereunder  by Party A is not in  violation of any laws or
          rules to which Party A is subject.

13.  Party B and/or Party C severally represent and warrant that:

     (1)  It is established  under the laws of its place of incorporation and is
          validly   subsisting   and  has  complied   with  all  the   reporting
          requirements under such laws;

     (2)  It has legal  capacity to enter into this  Agreement and has taken all
          corporate actions and steps required for entering into this Agreement;

     (3)  It is  legally  bound  by this  Agreement  and has  legal  rights  and
          capacity to perform its obligations under this Agreement; and

     (4)  The  entering  into  this   Agreement  and  the   performance  of  the
          obligations hereunder by Party B and/or Party C is not in violation of
          any laws or rules to which Party B and/or Party C is subject.

General Provisions

14.  This  Agreement  will come into effective upon the execution of the same by
     the duly  authorized  signatories  of the  Parties  and  upon  satisfactory
     completion of due diligence on the project  contemplated  by this Agreement
     by Party B and/or Party C or its advisers.

15.  This Agreement is governed by and construed in accordance  with laws of the
     PRC and the Parties  hereby  submit to the  non-exclusive  jurisdiction  of
     courts in the PRC.

16.  Any provisions hereof held by a competent court or arbitration  tribunal to
     be invalid or illegal  shall not affect the  validity  of other  provisions
     hereof which shall remain  intact and legally  binding.  The Parties  shall
     continue to implement such other provisions.

17.  This  Agreement  shall be  binding on and enure to the  benefits  of heirs,
     executors,  administrators,  successors  and assigns of the Parties  hereto
     provided that Party A shall not assign its rights and obligations hereunder
     unless with express prior written consent of Party B and/or Party C.

18.  This  Agreement  is  prepared in both  English  and Chinese  with three (3)
     original copies in each language version. Should the two versions conflict,
     the English version shall prevail.


Executed by the Parties on the date first above mentioned.


Witness                                    Wu Yi University



_____________________________             Per:_________________ (corporate seal)

Witness                                        CathayOnline Technologies (Hong
                                               Kong) Limited


_____________________________             Per:_________________ (corporate seal)

Witness                                       Sichuan Guo Xun Xin Xi Chan Ye
                                              You Xian Gong Si



_____________________________             Per:_________________(corporate seal)