COOPERATION AGREEMENT


THIS AGREEMENT is made on February 16, 2000

BETWEEN

     TORCHMAIL.COM,  INC.,  A company  incorporated  under the laws of Turks and
     Caicos Islands, c/o Suite 1103 Aon China Building, 29 Queen's Road Central,
     Hong Kong (Fax Number: 852-2845-9076 with a copy to 1-604-688-1436) ("Party
     A")

AND

     [BEIJING NATIONAL LIBRARY DATA TECHNOLOGY CO., LTD.], a company established
     under  the laws of the PRC,  at #39 Bai Shi Qiao  Road,  Haiding  District,
     Beijing,  the PRC, Post Code 100081 (Fax Number:  86-10-6841-9291)  ("Party
     B")

WHEREAS:

A.   Party A is the provider/distributor of certain e-mail services; and

B.   Party A wishes to cooperate with Party B in jointly  developing,  providing
     and marketing certain free e-mail messaging  services as well as electronic
     classified advertisements related thereto.

     IN CONSIDERATION OF mutual promises and other valuable considerations,  the
     receipt and sufficiency of which are hereby acknowledged,  and based on the
     principles of equality and mutual  benefits,  the Parties,  after  friendly
     discussion, agree as follows:

1.       Interpretation

1.1  In this Agreement, the following definitions apply:

(a)  "Account"  means an e-mail  account  registered  by a User  from  Party B's
     website that enables the User to use the Services;

(b)  "Advertisements" has the meaning set out in Section 2.3 hereof;

(c)  "Business  Day"  means a day other  than a  Saturday,  Sunday or  statutory
     holiday in the PRC;

(d)  "Closing Date" means the date when this Agreement is executed and delivered
     by the Parties hereto;

(e)  "Confidential Information" has the meaning set out in Section 9.1 hereof;

(f)  "Distribution Date" has the meaning set out in Section 2.4 hereof;

(g)  "Domain  Name" means the domain  name(s)  designated by Party B under which
     the Services will be provided to the Users;

(h)  "PRC" means the People's Republic of China;

(i)  "Revenue" has the meaning set out in Section 2.3 hereof;

(j)  "Services" has the meaning set out in Section 2.1 hereof;

(k)  "Third Party" means any individual,  body corporate,  partnership or entity
     of  whatsoever   nature  that  is  not  connected   with  Party  A  through
     shareholding or otherwise;

(l)  "Trademarks" has the meaning set out in Section 8.2 hereof;

(m)  "User" means an  individual  or corporate  user who registers an Account to
     use the Services; and

(n)  "User Information" has the meaning set out in Section 4.2(b) hereof.

1.2  Words  importing  the singular  only also include the plural and vice versa
     wherever  applicable.  Words  importing the masculine only also include the
     feminine and vice versa wherever applicable.

1.3  Headings  used herein are for ease of  reference  only and shall not affect
     the interpretation of this Agreement.

1.4  The Schedules hereto form an integral part of this Agreement and shall have
     same force and effect as this Agreement.

2.   Cooperation and Profit Sharing

2.1  Party A shall provide to Party B web-based free e-mail  messaging  services
     ("Services")  via its server in China (or USA.NET's server before Party A's
     server is set up and fully  operational) by using USA.NET's  technology for
     Party  B's  portal  to  appear  under the  Domain  Name.  The above  e-mail
     messaging  Services shall contain the specifications and technical features
     set out in Schedule "A" hereto.

2.2  Deleted.

2.3  The Parties  hereby  agree that all  advertising  revenues  generated  from
     advertisements  ("Advertisements")  relating to the Services and the Domain
     Name from which the Services  originate (the "Revenue") will be distributed
     among the Parties in accordance with the following terms and order: Seventy
     (70) percent to Party A and thirty (30) percent to Party B.

2.4  The  distribution of the Revenue in accordance with Section 2.3 above shall
     be made on a monthly basis on the last Business Day of each month,  or such
     other  date  agreed  to  by  the  Parties  ("Distribution  Date")  and  any
     unrecovered Cost can be carried forward.

3.   Payment

3.1  The amount  payable to Party A shall be paid free and clear of, and without
     deduction for, any withholding  taxes (if applicable) and other  applicable
     taxes of  whatsoever  nature  imposed  by any  government  on such  payment
     (excluding taxes imposed on the income of Party A).

3.2  Party B shall  pay the  amount to Party A in the same  currency  as paid by
     Party B's customers.

4.   Responsibilities of the Parties

4.1  In addition to its obligations set out in other provisions hereof,  Party A
     shall:

(a)  provide all hardware  equipment required for the promotion and commencement
     of the  Services  in China as well as related  technology  environment  and
     matching technology support;

(b)  provide free  systematic  training for Party B's personnel  involved in the
     cooperation   project   (including   marketing  and  technical   personnel)
     contemplated under this Agreement;

(c)  if normal maintenance to the system is required,  use reasonable efforts to
     schedule  down times for off-peak  periods  (i.e.  non  Business  Days) and
     notify  Party B at least  five  (5)  Business  Days in  advance  before  it
     discontinues or replaces any feature or functionality of the Services;

(d)  upon request by Party B and based on the prevailing circumstances in China,
     allot for each User ten (10) Megabytes of storage space free of charge (but
     excluding paid e-mail messaging services);

(e)  complete technical equipment  installation,  testing and personnel training
     for the  server to be located in  Beijing  in  relation  to this  Agreement
     within 4 months after the Effective  Date.  Both Parties agree that Party B
     possesses excellent software and hardware environment available for Party A
     to install  its  server.  Party B wishes  that Party A installs  its server
     inside the national library and will provide various favourable  conditions
     therefor; and

(f)  Party A undertakes and appoints Party B as its exclusive  agent in relation
     to library  related  business  inside China and covenants not to enter into
     any similar  agreements  with entities or enterprises  that are involved in
     library business.

4.2  In addition to its obligations set out in other provisions hereof,  Party B
     shall:

(a)  use its  reputation  and  influence in the PRC and make its best efforts to
     promote and market the Services diligently and in a business-like manner;

(b)  use its best efforts to provide Party A with electronic  copies of the User
     information  that Party A requests from it in writing ("User  Information")
     and to keep Party A informed of any changes to such User  Information  that
     are known to Party B;

(c)  use  reasonable  efforts to require  that its Users  confirm  that they are
     eighteen (18) years or older before permitting them to have an Account;

(d)  obtain  and  maintain  at its own  expenses  any  licenses,  registrations,
     permits and approvals  needed for it to perform its obligations  hereunder;
     and

(e)  assist Party A in completing equipment installation and testing relating to
     this Agreement.

5.   Covenants and Undertakings

5.1  Party A covenants and undertakes:

(a)  to comply with all  applicable  laws,  regulations,  rules,  ordinances and
     orders regarding its activities related hereto;

(b)  to work diligently in providing the Services and maintain high standard and
     quality of its Services within the industry; and

(c)  not to,  and to use its best  efforts  to  ensure  that  its  users do not,
     provide any content to Party B (or its portals or its  servers)  that:  (i)
     infringes upon any third party's copyright, patent, trademark, trade secret
     or other  proprietary  rights or  rights  of  publicity  or  privacy;  (ii)
     violates any law,  statues,  ordinance or regulation;  (iii) is defamatory,
     trade libellous,  unlawfully  threatening or unlawfully harassing;  (iv) is
     obscene or  pornographic  or contains child  pornography;  (v) violates any
     laws   regarding   unfair   competition,   anti-discrimination   or   false
     advertising;  or (vi)  contains any viruses,  trojan  horses,  worms,  time
     bombs,  cancelbots or other computer programming routines that are intended
     to damage,  detrimentally  interfere  with,  surreptitiously  intercept  or
     expropriate any system, data or personal information.

5.2  Party B covenants and undertakes:

(a)  to comply with all  applicable  laws,  regulations,  rules,  ordinances and
     orders regarding its activities related hereto; and

(b)  not to,  and to use its best  efforts  to  ensure  that  its  Users do not,
     provide any content to Party A (or its servers)  that:  (i) infringes  upon
     any third  party's  copyright,  patent,  trademark,  trade  secret or other
     proprietary  rights or rights of  publicity or privacy;  (ii)  violates any
     law,  statues,  ordinance  or  regulation;   (iii)  is  defamatory,   trade
     libellous,  unlawfully threatening or unlawfully harassing; (iv) is obscene
     or  pornographic  or contains  child  pornography;  (v)  violates  any laws
     regarding unfair competition,  anti-discrimination or false advertising; or
     (vi) contains any viruses,  trojan horses, worms, time bombs, cancelbots or
     other   computer   programming   routines  that  are  intended  to  damage,
     detrimentally interfere with,  surreptitiously intercept or expropriate any
     system, data or personal information.

6.   Representations and Warranties

6.1  Party A represents and warrants that:

(a)  It is duly incorporated and is validly subsisting and has complied with all
     the  registration  and reporting  requirements  under the laws of Turks and
     Caicos Islands;

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

(c)  It is not at present  involved in any legal dispute or civil suit which may
     have any effect on the Services in a substantial manner; and

(d)  It is legally bound by this Agreement.

6.2  Party B represents and warrants that:

(a)  It is duly incorporated and is validly subsisting and has complied with all
     the registration and reporting requirements under the laws of the PRC;

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

(c)  It is not at present  involved in any legal dispute or civil suit which may
     have any effect on the Services in a substantial manner;

(d)  It is legally bound by this Agreement;

(e)  It has sufficient personnel and resources to effectively promote and market
     Services and Advertisements as contemplated herein; and

(f)  There are no restrictions,  contractual or otherwise,  on Party B's ability
     to provide Party A with the User Information.

6.3  The  representations  and warranties  contained in Sections 6.1 and 6.2 are
     solely for the benefits of the Parties and for greater  certainty cannot be
     relied on by any third parties including the Users.

7.   Indemnity

7.1  Party B shall  indemnify  and hold Party A  (including  its  directors  and
     officers) harmless from and against all claims, suits, losses, liabilities,
     damages, costs, fees and expenses (including reasonable legal fees) brought
     against or  incurred by Party A that arise from or relate to (i) the use of
     the  Services  by Party B or its  Users,  including  any  claim  of  libel,
     defamation,  violation of rights of privacy or publicity,  loss of Services
     by other  subscribers and  infringement  of intellectual  property or other
     rights;  (ii) any  breach by Party B of its  obligations  hereunder  or any
     violation  of the terms and  conditions  of the  Services by the User;  and
     (iii) any  statement  made by Party B relating to the Services  that is not
     approved in advance and in writing by Party A.

7.2  Party A shall  indemnify  and hold Party B  (including  its  directors  and
     officers) harmless from and against all claims, suits, losses, liabilities,
     damages, costs, fees and expenses (including reasonable legal fees) brought
     against  or  incurred  by  Party B that  arise  from or  relate  to (i) the
     provision  of the  Services  by  Party A,  including  any  claim of  libel,
     defamation,  violation of rights of privacy or publicity,  loss of Services
     by other  subscribers and  infringement  of intellectual  property or other
     rights; (ii) any breach by Party A of its obligations hereunder;  and (iii)
     any statement made by Party A relating to the Services that is not approved
     in advance and in writing by Party B.

8.   Intellectual Property Rights and Trademark

8.1  Party A  shall  retain  all  rights,  titles  and  interests  in and to all
     copyrights,  trademarks,  trade secrets  (including its customer lists, but
     excluding  Party B's  customer  lists),  patents,  mask works and all other
     intellectual property embodied in the Services,  including any improvements
     thereto or goodwill associated therewith.

8.2  Party  B  agrees  not to  adopt,  use or  attempt  to  register  any  other
     trademarks,  words, symbols,  letters, designs or marks in combination with
     Party A's or USA.NET's trademarks or trade names ("Trademarks") in a manner
     that would create  combination  marks.  Party B will not seek or obtain any
     trademark or trade name registration embodying the Trademarks, nor register
     or cause to be registered any Trademarks in Party B's own name.

8.3  The provisions of Sections 8.1 and 8.2 do not, however,  affect any efforts
     by Party A and Party B to jointly apply for and obtain relevant  trademarks
     and brand name for better  promotion  and  provision of the Services in the
     PRC.

9.   Confidentiality

9.1  The Parties  acknowledge that in performing  their  respective  obligations
     hereunder,  one party may have access to or obtain information  relating to
     the other party and/or its Users,  which is of  confidential or proprietary
     nature  ("Confidential  Information").  Such  Confidential  Information may
     include the terms of this Agreement, trade secrets,  know-how,  inventions,
     techniques, User lists, source codes, software tools, designs,  schematics,
     plans or any other information  relating to any project,  work in progress,
     future  development,  marketing or business  plan, or financial or personal
     matter  relating  to  the  Parties,  their  respective  present  or  future
     products,  services,  sales,  suppliers,  Users,  employees,  investors  or
     business.

9.2  The  Parties  agree  to hold and  keep,  at all time  during  or after  the
     expiration  of this  Agreement,  such  Confidential  Information  in strict
     confidence and will not use or disclose such  Confidential  Information for
     any purposes  other than for the  purposes of  performing  the  obligations
     hereunder,  except,  where such Confidential  Information is already in the
     public domain or required to be disclosed under compulsion of law.

10.  Independent Contractor

10.1 The Parties agree and acknowledge that Party B is an independent contractor
     and  they  are  not   partners,   joint   venturers,   principal/agent   or
     franchisor/franchisee.  Nothing herein shall be construed to give rise to a
     partnership,  agency,  joint venture or franchise  relationship between the
     Parties.

10.2 For greater certainty,  neither Party B nor its agents shall have authority
     to make any  agreement  or incur any  liability on behalf of Party A except
     expressly set forth herein.

11.  Term and Termination

11.1 This  Agreement is effective and binding on the Parties until and unless it
     is terminated pursuant to Section 11.2 hereof.

11.2 Each  party may  terminate  this  Agreement  by giving  the other  party 30
     Business Day prior written notice if:

(a)  The other party has failed to perform its material obligations hereunder or
     has breached a material  term,  including  any default in Party B's payment
     obligations  hereunder  and has not remedied  such failure or breach within
     seven (7) Business Days after the notice of the non-defaulting party;

(b)  Party A has failed to perform its material  obligations  hereunder (i.e. to
     set up and  install  its server and related  equipment  in  Beijing,  China
     within four (4) months of signing this Agreement); or

(c)  The  other  party  has  been  affected  by or  involved  in  bankruptcy  or
     liquidation proceedings or has sold its material assets or business.

11.3 Upon expiration or termination of this Agreement Party B shall:

(a)  immediately pay Party A all monies payable to Party A hereunder;

(b)  cease to provide the Services hereunder;

(c)  promptly return to Party A all materials supplied by Party A.

11.4 Upon  expiration or termination of this  Agreement,  the Parties shall make
     arrangements for the existing Users.

11.5 Notwithstanding  any other  provisions  hereof,  Sections 7 (Indemnity),  9
     (Confidentiality),   10.1   (Independent   Contractor),   11.3  (Effect  of
     Termination),  12  (Disclaimer)  and 13  (Limitation  of  Liability)  shall
     survive expiration or termination of this Agreement.


12.  Disclaimer

12.1 Except as expressly set forth  herein,  the Services are provided on an "as
     is" and "as available" basis. Party A expressly disclaims all warranties of
     any kind,  whether express or implied,  including,  but not limited to, the
     implied warranties of merchantability,  accuracy,  fitness for a particular
     purpose and  non-infringement.  Party A makes no warranty that the Services
     will be uninterrupted,  timely, secure or error free; nor does Party A make
     any warranty as to the results that may be obtained through the Services or
     that any defects in the software will be corrected.

12.2 Party A will not be responsible for any damage to any computer system, lost
     email  messages or loss of data that results from any material  and/or data
     downloaded  or  otherwise   obtained  through  the  use  of  the  Services,
     notwithstanding the purchase of virus protection from Party A.

12.3 Party A makes no  warranty  regarding  any goods or services  purchased  or
     obtained through the Services or any transactions  entered into through the
     Services. No advice or information,  whether oral or written, obtained from
     Party A or through the Services will create any warranty not expressly made
     herein.

12.4 Subject  to  Section  5.2(b),  Party B does  not  warrant  that  the  Users
     registered  through Party B will not bring any virus to Party A's server or
     damage Party A's system. In case that the above circumstances  occur, Party
     B will not be responsible therefor.

13.  Limitation  of Liability (In  accordance  with  international  and domestic
     practice,  all free e-mail service providers  including Party A limit their
     liabilities as follows:)

13.1 In no event will Party A be liable for any indirect,  incidental,  special,
     punitive or consequential damages, including,  without limitation, any loss
     of  profits,  revenue,  expenditures,  data,  investments  or  commitments,
     incurred by Party B or any User or customer or any third party arising from
     or  relating  to this  Agreement  or the use or  performance  of Party  A's
     Services,  whether in an action in contract or tort (including  negligence)
     or based on any  warranty,  even if the other party or any other person has
     been advised of the  possibility  of such damages.  Party A's liability for
     any damages hereunder will in no event exceed the amounts received by Party
     A under this Agreement in the twelve (12) months prior to the action giving
     rise to liability.

13.2 Party B understands  and agrees that the limitations of Party A's liability
     in this  Agreement  are  reasonable  and  form a  fundamental  part of this
     Agreement.

14.  Further Cooperation

14.1 To fully utilize the Internet,  strengthen and develop information exchange
     between  Chinese  library  sector and the world and make Internet a hub for
     mutual  communication,  the  Parties  agree  to take  advantages  of  their
     respective  strengths in market resources and technology and engage in good
     faith  discussion  with a view to reach an agreement  on mutual  beneficial
     terms  whereby  Party A will  provide  to Party B and  Party B will  resell
     Admail, Professional Messaging Services and other services offered by Party
     A on Party B's website to the members and customers of Party B.

15.  General Provisions

15.1 This  Agreement  shall be governed by and construed in accordance  with the
     laws of the PRC.

15.2 Any  disputes  arising  from or in  relation  to this  Agreement  shall  be
     submitted  to  arbitration  by  China  International   Economic  and  Trade
     Arbitration  Commission  (Beijing  Branch) in accordance with its rules and
     procedures.  The  arbitration  award  shall be  final  and  binding  on the
     Parties.

15.3 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.

15.4 This Agreement is binding on and enure to the benefits of heirs, executors,
     administrators,  successors and assigns of the Parties hereto provided that
     either  party may not assign or transfer  any of its rights or  obligations
     under this Agreement without prior written consent of the other party.

15.5 This Agreement  constitutes  the entire  agreement  between the Parties and
     supersedes   all  prior  oral  or  written   obligations,   communications,
     understanding  and  agreements  between  the  Parties  with  respect to the
     subject matters of this Agreement.

15.6 All notice,  consents, or other communications hereunder must be in writing
     to the addresses and fax numbers of the Parties set out at the beginning of
     this Agreement and will be deemed  delivered  seven (7) Business Days after
     deposit  postage  prepaid  registered  mail with return  receipt,  four (4)
     Business  Days  after  delivery  to a  courier,  or  if by  facsimile  upon
     confirmation of receipt by the receiving party.

15.7 This  Agreement is made in English and Chinese and both  language  versions
     shall have equal binding force and effect. All notices,  consents, or other
     communications hereunder shall be made in English language.



<PAGE>


                                  SCHEDULE "A"

       Specifications and Technical Features of E-Mail Messaging Services


Features and Functions of Free E-Mail Messaging Services

The Services will be provided in both English and Chinese  (including Big 5) and
contain the following features and functions:

A.   Features:

(a)  self-subscription  (which feature enables a User to register for an Account
     directly from Party B's website);

(b)  customized login page;

(c)  integration into Party B's website (for Users who pay for such services for
     their websites only);

(d)  read receipt;

(e)  mail priority;

(f)  junk mail blocker;

(g)  e-mail collection;

(h)      scheduling;

(i)      10Mb storage;

(j)      user management;

(k)      alias management;

(l)      domain wide junk mail blocker;

(m)      branded interface;

(n)      personalized welcome page; and

(o)      administrative reports.

B.       Functions:

(a)      create new mail;

(b)      reply to sender or all;

(c)      forward mail;

(d)      delete mail;

(e)      read mail;

(f)      scroll up;

(g)      scroll down;

(h)      reading instructions;

(i)      read HTML e-mail;

(j)      read HTML attachment;

(k)      MIME decoder;

(l)      receiver based order;

(m)      subject based order;

(n)      file based order;

(o)      time based order;

(p)      mail size based order;

(q)      mail search;

(r)      sent items;

(s)      create HTML mail;

(t)      send, copy, blind copy and subject matter;

(u)      address book search;

(v)      pick up name in the address book;

(w)      pre-set files;

(x)      create, delete and rename files;

(y)      receive mail from other POP3 accounts;

(z)      support HTML connection;

(aa)     password protection;

         (ab)     exit;

         (ac)     mail reallocation;

         (ad)     empty trash;

         (ae)     recover mails from trash;

         (af)     pre-view HTML mails;

         (ag)     save mails as draft;

         (ah)     new mail summary;

         (ai)     download files via other POP3 accounts; and

         (aj)     personalized address book.





<PAGE>



Executed by the Parties on the date first above mentioned.


Witness                                  Torchmail.com, Inc.




_____________________________             Per:_________________(corporate seal)


Witness                                   [Beijing National Library Data
                                              Technology Co., Ltd.]




_____________________________             Per:_________________(corporate seal)