Amended and Restated Agreement Letter
               High Speed Internet Access and Value Added Services


     This Amended and Restated  Agreement  Letter is made on 24th day of January
2000 between

         Skyhub Far East Inc. (Skyhub, a BVI company)
         Room 205, 2/F.,
         Kaiser Centre,
         18 Centre Street,
         Hong Kong

                                       And

         eVision USA.Com, Inc (eVision, a Colorado company)
         One Norwest Center,
         1700 Lincoln Street, 32nd Floor
         Denver, CO 80203, USA

Present:
Mr. Fai H. Chan, Chairman (eVision)
Mr. Edward Chan, Director (Skyhub)
--------------------------------------------------------------------------------

This Amended and Restated  Agreement  Letter fully replaces the Agreement Letter
dated January 12, 2000, the following have been agreed upon:

1.   Skyhub is a company wholly owned by a group of Telecommunications  Industry
     experts.  Skyhub  sees a large  potential  market in  providing  high-speed
     Internet access and related  value-added  services to customers in the Asia
     Pacific region.

2.   eVision hereby  declares its interest and willingness to invest in Skyhub's
     business.  Skyhub is  willing to  cooperate  with  eVision  to develop  the
     business and penetrate this market.

3.   Skyhub has formed a subsidiary,  "Skyhub Asia Company Ltd." (Skyhub Asia, a
     Hong Kong company).

4.   Skyhub  Asia will  install a satellite  hub station and network  management
     system in Hong Kong.

5.   Scope of Service by Skyhub Asia:

     Main Service
     o    Wireless High Speed Internet Access

     Value Added Services
     o    Digital Video Broadcasting
     o    Distant Learning
     o    International Unified Messaging
     o    International Voice and Fax Telecommunications
     o    Clearing House, Hosting and Exchange Facilities for Internet Service
          Providers
     o    Web Portals and Content Services



<PAGE>



6.   eVision  agrees  to swap  1,185,209  eVision  shares  in favor of  Skyhub's
     exchange of 60% of the total issued and outstanding shares of Skyhub.  This
     is  subject to  eVision  receiving  shareholder  approval  to  sufficiently
     expanding its authorized  issuable  common  shares.  In the event that this
     approval is not  granted,  eVision  will  provide  funding of at least US$3
     million  plus the accrued  interest  from the loan  described in term 8, to
     Skyhub in exchange for the total issued shares. Skyhub will issue shares to
     eVision  prior to  determination  of  shareholder  approval  to expand  the
     authorized issuable common shares.

7.   eVision  will  guarantee  the value of no less than US$3  million  plus the
     accrued  interest from the loan  described in term 8, in an orderly sale of
     these shares in the open market.  Any shortfall  will be made up by eVision
     in cash.  The board of directors of Skyhub will agree upon the execution of
     the sale of these shares.

8.   eVision, itself or through a subsidiary or affiliate,  will arrange to lend
     Skyhub up to $1.5 million,  at 12% interest per annum payable  semiannually
     to be paid back when  additional  funding,  including  through  the sale of
     eVision shares,  becomes  available.  This is financing will be based on an
     approximate cash flow requirement table as follows:

                         Mid-month              US$ ('000)
                         ---------              ---------
                         February 2000             800
                         March 2000                300
                         April 2000                300
                         May 2000                  100

9.   eVision,  or it  subsidiaries  or  affiliated  companies,  will make a best
     efforts  attempt to raise  pre-IPO  funding of another  US$3 million at the
     request of Skyhub.

10.  eVision  hereby  undertakes to not to dilute Skyhub  existing  shareholders
     until the IPO offering unless the consent of Skyhub's original shareholders
     is received.

11.  The board will consist of five members with three board  members  appointed
     by  eVision  and  two  board   members   appointed  by  Skyhub's   original
     shareholders.

12.  Skyhub will form  separate  operating  companies  for each Asian  region to
     create partnerships with local companies to provide sales, market,  service
     and support.

13.  Skyhub and its subsidiaries  (Skyhub Group) will manage the business.  This
     will ensure  quick  reactions  and close  management  of the changes in the
     business  environment  within the region.  Skyhub Group will be responsible
     for the development of the business,  day-to-day operations and Value Added
     Services development.

14.  This  transaction is contingent  upon  confirmation  that the financials of
     Gemtron are in a condition  which allows  eVision to be able to audit these
     financials, according to regulation S-X adopted under the US Securities Act
     of 1934, for the period, and within the time  requirements,  for eVision to
     meet all filing requirements under the US Securities Act of 1934.

This  Amended  and  Restated  Agreement  Letter is a binding  agreement  between
eVision and Skyhub.
--------------------------------------------------------------------------------


For and on behalf of:                      For and on behalf of:
eVision USA.Com, Inc.                      Skyhub Far East Inc.


/s/ Fai H. Chan                            /s/ Edward Chan
-------------------------------            ----------------------------------
Authorized Signature                       Authorized Signature
Name: Fai H. Chan                          Name:  Edward Chan
Date:    January 24, 2000                  Date:    January 24, 2000


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