THE LETTER OF INTENT BETWEEN CHONG QING BRANCH OF
                JI TONG NETWORK COMMUNICATIONS CO., LTD. AND BIG
                             SKY NETWORK CANADA LTD.


Ji Tong  Network  Communication  Co.,  Ltd.  is a large Telco  permitted  by the
Chinese Government to operate the Tele communication  business  nation-wide.  It
owns a commercial  network - CHINAGRB (China Golden Bridge Network).  Chong Qing
Branch of the Ji Tong Network  Communication Co., Ltd. (The "Cong Qing Ji Tong")
is responsible  for the business  development  and the network  construction  in
Chong Qing area. It has a fibre network of 1,500  kilometers and providing Telco
services.  Big Sky  Network  Canada  Ltd.  (the  "Canadian  Party") is a private
company  headquartered  in Calgary,  Alberta  Canada and its main business is to
provide high-speed  broadband Internet technology  services.  The Canadian Party
desires to cooperate  with Cong Qing Ji Tong and to jointly  build area networks
and to provide Internet  services,  data transmission and other Internet related
value-added   services  (the  "Project").   Based  on  the  spirit  of  friendly
cooperation and mutual  development,  after discussions and  negotiations,  both
Parties agreed the tasks for the next Thirty (30) days.

         1.   Both  parties  fully  agree to jointly  build  broadband  Internet
              networks for the  residential  areas and Internet  data  networks.
              Canadian  Party  shall bare the risk of the  Project,  which is to
              provide capital,  equipment and technology for the Project.  Chong
              Qing Ji Tong shall  operate the networks  after they are built and
              provide broadband Internet  services,  IP phone services and other
              value-added services.

         2.   The Project  shall be  deployed in two stages.  The first stage of
              the  Project is to start the  Project in the core city area and to
              connect  60,000  households  before  the  end of  year  2001.  The
              penetration  rate  should  not be lower  than 10% and try to reach
              20%.  At the  end of  year  2002,  100,000  households  should  be
              connected and the  penetration  rate should not be lower than 10%.
              The second stage of the Project  should connect all other areas of
              the Metropolitan  Chong Qing. If the condition  allows,  the first
              stage and the second stage can be deployed at the same time.

         3.   The estimated total investment is at eighty (80) million RMB. This
              amount can be increased, if the market requires doing so.

         4.   At the late June,  the  Canadian  Party  shall send its  technical
              personnel to Chong Qing. Along with the engineers of Ji Tong Chong
              Qing,  the technical  team shall conduct the field test and draw a
              preliminary technical plan for the Project.

         5.   The business model,  the Project Team, the total  investment,  the
              term of the cooperation and the method of return of the investment
              of the Project shall be discussed by the Parties and be defined in
              the contract of the Project.

         6.   The signing of this Letter of Intent is only to indicate  that the
              Parties have reached  consensus to cooperate in this Project.  The
              details shall be listed in the contract of the Project.

         7.   The contract of the Project shall be completed  within thirty (30)
              days after signing of this Letter of Intent.

         8.   The Parties  shall  ensure its  employees  to keep all  commercial
              secrets   obtained   during  the  Parties'   business   discussion
              confidential.  No Party  shall  disclose  to a third party or mass
              media without the prior consent of the other Party. No Party shall
              use this Letter of Intent to raise capital.

         9.   This Letter of Intent is written in Chinese and four (4)  original
              copies were made. Each Party holds two copies of the originals.

         10.  This Letter of Intent is signed by the authorized  representatives
              of the Parties on June 20, 2001.

<PAGE>

JI TONG NETWORK COMMUNICATION CO., LTD. CHONG        BIG SKY NETWORK CANADA LTD.
QING BRANCH


AUTHORIZED REPRESENTATIVE                            AUTHORIZED REPRESENTATIVE

/s/ CUI, HUA TING                                    /s/ YANG, WEI
-------------------------                            -------------------------
SIGNATURE:  CUI, HUA TING                            SIGNATURE:  YANG, WEI