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THIS AGREEMENT is made the    day of     1999

BETWEEN:

1. MSU (UK) Limited, a United Kingdom Company having its registered office at
   Elder House, 526-528 Elder Gate, Milton Keynes, MK9 ILR, England ("MSU")
   and
2. Shanghai Thakral Electronics Industrial Corp. Limited, 68, Chang Ping Road,
   Shanghai 200041 PR of China ("Thakral").

RECITALS
(a) MSU is the owner of the Intellectual Property Rights in the ISP Chip Set and
    the Product.
(b) MSU desires to purchase the Product from Thakral in a fully manufactured
    form.
(c) MSU agrees to grant a license to Thakral on a non-exclusive basis to
    manufacture the Product on behalf of MSU and its OEM customers.
(d) The Parties have agreed to enter into the commitments of this Agreement and
    regulate their rights in the manner appearing below.


IT IS AGREED as follows:

1.   Interpretation
     1.1.      "Intellectual Property Rights" (IPR's) shall mean industrial and
               other rights in the Product and ISP Chip Set including but not
               limited to copyright confidential information, patents and the
               right to apply for patents, protected designs (whether registered
               or not) semi conductor and topography rights and technical
               know-how.
     1.2.      "ISP Chip Set" shall mean the MSU propriety Internet Services
               Processor as described in the ISP Chip Set reference manual.
     1.3.      "Know-how" shall mean:-
               1.3.1. Pre-production drawings for the Product;
               1.3.2. Layout and other documents for manufacturing assembling
                      and testing the product;
               1.3.3. Purchasing specifications for components of the Product
               1.3.4. Test specifications for manufactured items;
               1.3.5. Documents relating to installation, maintenance, factory
                      operation, data testing and training;
               1.3.6. Drawing specifications and information for the manufacture
                      or procurement of all production tools, gauges, inspection
                      equipment and accessories required for the manufacture of
                      the Product;
               1.3.7. Specifications of machine tools and accessories required
                      for the manufacture of the Product together with written
                      advice on their ordering selection and procurement;
               1.3.8  Technical assistance and training in the implementation of
                      all the foregoing in accordance with an agreed detailed
                      program.
     1.4.      "Product" shall mean the MSU proprietary Internet Access Device
               incorporating the ISP Chip Set and Software.


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     1.5.      "Selling Price" shall mean the bill of materials agreed with MSU
               from time to time plus $10.00 United States Dollars.
     1.6.      "Software" shall mean MSU proprietary Internet Access Devise
               software including Browser, E-Mail, printer driver and
               enhancements.
     1.7.      "Technical Information" shall mean technical knowledge and data
               specifications of materials and the manufacturing techniques and
               other information of a secret and confidential nature in
               existence at the date of this Agreement which are necessary to
               enable THAKRAL to manufacture the Product properly and
               efficiently in reasonable quantities of a standard and quality
               required by this Agreement.

2.   Commencement Date and Term
     2.1.      This Agreement shall be effective upon execution by the
               authorised representative of both Parties on the date first above
               shown.
     2.2.      The term of this Agreement shall be for an initial period of
               eighteen months from the commencement date being the day of April
               1999 and shall automatically renew for further periods of one
               year unless three months prior notice in writing of termination
               is given by either Party.

3.   Grant of License
     3.1.      MSU hereby grants THAKRAL a non-exclusive license to make the
               Product during the continuance of this Agreement using for this
               purpose (but not further or otherwise) the ISP Chip Set the
               Software the Intellectual Property Rights and the Know How.
     3.2.      Engagement by THAKRAL of manufacturing sub-contractors and agents
               who will have access to Technical Information shall be subject to
               the prior approval of MSU. Such approval shall not be
               unreasonably withheld provided the provisions of Clause 3.3
               herein are complied with.
     3.3.      THAKRAL shall ensure that all manufacturing sub-contractors and
               agents who will have access to Technical Information shall enter
               into direct covenants of confidentiality with MSU in the form of
               the Confidentiality and Trust Agreement set out in Schedule A
               hereto.
     3.4.      Subject to agreement as to terms MSU is prepared to enter into
               negotiations for a further license to enable THAKRAL to make,
               distribute and sell the Product itself or an behalf of THAKRAL's
               OEM customers.

4.   Improvements
     4.1.      It is anticipated that MSU will continue to develop the Product,
               improvements arising from the developments carried on by MSU
               shall remain it's exclusive property.

5.   Manufacture (General)
     5.1.      It is the intention of the Parties that the Product will be
               manufactured to the agreed specification (sufficient details of
               which are to be provided to THAKRAL) by THAKRAL for the supply to
               MSU and its OEM customers.

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     5.2.      THAKRAL may sub-contract the whole or any part of the
               manufacturing process but always subject to Clause 3.2 and 3.3.
     5.3.      Suppliers and Subcontractors
               5.3.1   THAKRAL shall use all necessary efforts to ensure that
                       any sub-contractor or manufacturing agent with access to
                       the Product, the ISP Chip Set, the Software, IPR's or
                       Technical Information will not motify, reverse, engineer,
                       decompile, and or disassemble the Product.
               5.3.2.  THAKRAL shall not mask, modify or suppress any copyright
                       notices or any other propriety right notices.
                       Furthermore THAKRAL shall not unload, decode or password
                       protect any part of the Product or render any part of the
                       Product to any third party for unauthorized use or
                       reverse engineering.
     5.4.      Technical Support
               5.4.1.  MSU shall support THAKRAL. MSU shall provide technical
                       support in relation to the Technical Information free of
                       charge provided that THAKRAL shall treat such information
                       as trade secrets and shall not disclose such
                       information to any third party within prior written
                       consent of MSU of pursuant to the terms of clause 3.3
                       above.
               5.4.2.  Upon MSU's request, THAKRAL shall return to MSU all of
                       the Technical Information provided with all copies or
                       duplicate documentation on the expiry or termination date
                       of this Agreement.
     5.5.      Supply of ISP Chip Set
               5.5.1.  MSU agrees to provide the ISP Chip Set to THAKRAL at [*]
                       US Dollars per set during the contract period. This may
                       be subject to re-negotiation according to volume.

6.   Manufacture for MSU/OEM customers
     6.1.      THAKRAL shall undertake MSU to and/or to MSU OEM customers
               reasonable obligations in relation to quality control.
     6.2.      MSU shall place all of its orders for manufacture of the Product
               with THAKRAL subject only to quality, delivery and agreement as
               to price
     6.3.      Payment and Price.
               6.3.1.  THAKRAL shall supply the product to MSU and its OEM
                       customers finished and packaged FOB Shanghai as defined
                       by Incoterms 1990 Edition, issued by the International
                       Chamber of Commerce at the Selling Price.
               6.3.2.  Payment. MSU shall make payment for supply of Product to
                       MSU or its OEM customers by irrevocable letter of credit
                       in favour of THAKRAL which shall be made in the amount of
                       each purchase order.

7.   Confidentiality
     7.1.      Each party will enter into a Trust and Confidence Agreement in
               the form set out in Schedule A regulating to the fullest extent
               allowed by the law the respective responsibilities and duties

*The omitted information is confidential and is to be filed separately with the
 Securities and Exchange Commission.

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               of confidentiality governing the ISP Chip Set, the Software,
               IPR's Know How and Technical Information, the subject of which
               this Agreement.
     7.2.      THAKRAL undertakes to ensure that all employees, suppliers, sub-
               contractors, sub-licensees and any other person or organisations
               who it is reasonable to contemplate having access to the IPR's,
               Know How or Technical Information will covenant directly with
               MSU in the same terms as the Trust and Confidence Agreement.

8.   Marks
     8.1.      It is anticipated that from time to time the Product will carry a
               distinctive mark or logo together with an acknowledgement of MSU
               design and ownership of rights. Such marks will be carried on the
               packaging of the Product.
     8.2.      THAKRAL shall leave in position and not cover or erase any notice
               or other marks (including without limitation details of patents
               or trademark or copyright relating to the Product or its
               ownership by MSU which MSU may reasonably insist are placed or
               fixed to the Product or their packaging supplied pursuant to this
               Agreement).

9.   Interest
     9.1.      All sums due from either of the Parties to the other which are
               not paid on the due date shall bear interest from day to day at
               the annual rate of 1.5% (one point five percent) over the current
               National Westminster Bank Plc daily base rate with a minimum of
               7% (seven percent) per annum.

10.  Warranty
     10.1.     THAKRAL warrants that the Product hardware will conform to the
               agreed specification and will be free from all defects in
               material (other than the ISP Chipset and any materials supplied
               by MSU) and workmenship for a period of 14 months commencing from
               the date of delivery to MSU or its OEM customers.
     10.2.     Provided MSU or its OEM customers notifies THAKRAL promptly in
               writing of any defect or nonconformity, THAKRAL shall, at its own
               expense, promptly repair or replace such defective Product in
               THAKRAL facilities.

11.  Indemnities
     11.1.     MSU shall indemnify and hold harmless THAKRAL against claim,
               costs and expenses that THAKRAL may incur in connection with any
               claim of infringement of any third party IPR's caused by or
               arising out of the manufacture, importation, possession, sale or
               use of the Product and in respect of claims arising out of any
               defect in the ISP Chipset, Know-how, software and Technical
               information. This indemnity shall include all costs and expenses
               of refuting defending or settling any claims as well as any
               damage or compensation ordered to any third party by any Court.
     11.2.     THAKRAL shall except to the extent that the claim is due to any
               defect in the ISP Chipset, Know-how, software and Technical
               information, fully indemnify and hold harmless MSU against any

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               claims or actions bought by third parties against MSU due to
               manufacturing defects in the Product. This indemnity shall
               include all costs and expenses of refuting defending or settling
               any claims as well as any damage or compensation ordered to any
               third party by any Court.
     11.3.     THAKRAL shall have no liability and shall be fully and completely
               indemnified by MSU for any claim or suit where:
               11.3.1. Infringement is primarily attributable to THAKRAL's
                       incorporation of MSU supplied designs into the Product;
               11.3.2. Such claim or suit would have been avoided but for the
                       combination, operation or use of the Product with
                       devices, parts or software not supplied by THAKRAL or is
                       subcontractors;
               11.3.3. Such claim or suit would have been avoided but for the
                       modification or alteration of the Product by MSU or a
                       third party.

12.  Termination
     12.1.     Notwithstanding the provisions of clause 2, either party may be
               notice in writing to the other terminate this Agreement
               immediately upon the happening of any one of the following
               events;
               12.1.1. If either party shall become bankrupt or be wound up or
                       make any arrangement or composition with its creditors.
               12.1.2. If THAKRAL attempts or purports to assign or transfer
                       this Agreement without MSU's prior written consent.
               12.1.3. If either Party's ability to carry out its obligations
                       hereunder is prevented or substantially interfered with
                       for any reason whatsover (whether or not within the
                       control of the Party) including without limitation by
                       reason of any regulation, law, decree or any act of state
                       or other action of a government.

13.  Limitation of Liabilities
     13.1.     Force Majeure. Neither party shall be liable to the other for any
               delay, loss, damage or injury caused by acts of God, governmental
               order or regulation, restraining imposed by governmental action,
               national strikes, commotion, riots, war, war like situations,
               hostilities, governmental disposal, mobilisation, blockage,
               embargo, custody, revolution, fire, earthquake, tornado,
               explosion, storm, flood or for any other cause beyond its
               reasonable control (hereinafter referred to as Force Majeure).
               13.1.1. Notification of such delay arising solely from
                       circumstances attributable to the Force Majeure shall be
                       given as soon as possible and followed in writing to the
                       other party within seven days of the occurrence of such
                       an event.
               13.1.2. Should any failure of performance persist for more than
                       twenty eight days MSU may by written notice to THAKRAL
                       forthwith cancel the particular order or part thereof of
                       effected and such cancellation shall be without any
                       liability on the part of MSU to pay for any costs or
                       cancellation charge arising from such cancellation.

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     13.2.     If any section or subsection of this Agreement is found by
               competent authority to be void, voidable, illegal or otherwise
               unenforceable, the remaining provisions of this Agreement shall
               remain in full force and effect.
     13.3.     No agency or Partnership. The Parties are not partners or joint
               ventures nor is one Party entitled to act as the agent of the
               other (unless specifically authorized in writing) nor shall
               either Party be liable in respect of any representation, act or
               omission of the other Party whatever nature.

     13.4.     Whole Agreement. This Agreement contains the whole agreement
               between the Parties and supersedes any prior written or oral
               agreements between them in relation to its subject matter and the
               Parties confirm that they have not entered into this Agreement on
               the basis of any representations that are not expressly
               incorporated into this Agreement.

     13.5.     No Modification. This Agreement may not be modified except by an
               instrument in writing signed by both of the Parties of their duly
               authorized representatives.

     13.6.     Survival of Terms. The warranties an indemnities and obligations
               of confidentiality contained in this Agreement and the provision
               for payment of any accounting in respect of continuing fees and
               other sums due to either party under this Agreement shall survive
               the termination or expiry of this Agreement.

     13.7.     Governing Law. Where either Party has any complaint of the other
               under this Agreement it may at it's option commence proceedings
               in any Court of competent jurisdiction in either London or
               Shanghai.




Signed__________________________                Signed__________________________
      AUTHORIZED REPRESENTATIVE                       AUTHORIZED REPRESENTATIVE
      OF MSU (UK) LIMITED                             OF SHANGHAI THAKRAL
                                                      ELECTRONICS INDUSTRIAL
                                                      CORP. LIMITED
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                                   SCHEDULE A

                         TRUST AND CONFIDENCE AGREEMENT

This Trust and Confidence Agreement is made the     day            199_

B E T W E E N

B E T W E E N:

1.  MSU (UK) Limited whose registered office is at Elder House, 526-528 Elder
    Gate, Milton Keynes, MK9 ILR, United Kingdom ("MSU")

2.  Shanghai Thakral Electronics Industrial Corp., Limited a corporation
    organised under the laws of PR of China whose principal place of business
    is at 68, Chang Ping Road, Shanghai 200041 PR of China ("the Recipient").

RECITALS
(a) MSU has developed a product for accessing the Internet incorporating its
    Proprietary Internet Services Processor, Chip Set, and Software ("the
    Product") and is the owner of confidential information relating to the
    Product and of intellectual property rights therein.

(b) To enable the Recipient to evaluate the Product with a view to taking a
    license to either:

    (i)   component supply, or;
    (ii)  manufacture, and/or;
    (iii) sell the same
    MSU is willing to disclose information relating to the Product to the
    Recipient under conditions of confidentiality.

OPERATIVE PROVISIONS
1.  Interpretation
    1.1.  For the purposes of this Agreement Proprietary Information means any
          and all information which is now or at any time hereafter in the
          possession of MSU and which relates to the Product, including without
          limitation data, know-how, formula, processes, designs, photographs,
          drawings, specifications, software programs and samples and any other
          material bearing or incorporating any information relating to the
          Product.

2.  Undertakings of the Recipient
    2.1.  In consideration of MSU disclosing information relating to the Product
          to the Recipient, the Recipient hereby undertakes:
         2.1.1.  to use all Proprietary Information so disclosed exclusively for
                 the purpose of evaluation or any license granted in respect of
                 the Product, and;
         2.1.2.  to maintain confidential all Proprietary Information that it
                 may acquire in any manner;

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                 and it will accordingly not directly or indirectly use or
                 disclose any of the Proprietary Information in whole or in part
                 save for the purpose of and in accordance with this Agreement

3.  Exceptions
    3.1.  The foregoing restrictions on the Recipient shall not apply to any
          Proprietary Information which:
          3.1.1. the Recipient can prove by documentary evidence produced to
                 MSU within 28 days of disclosure that such Proprietary
                 Information was already in the possession of the Recipient and
                 at its free disposal before the disclosure to the Recipient;
          3.1.2. is hereafter disclosed to the Recipient without any
                 obligations of confidence by a third party who has not derived
                 it directly or indirectly from MSU;
          3.1.3. is or becomes generally available to the public in printed
                 publications in general circulation through no act or default
                 on the part of the Recipient or the Recipient's agents or
                 employees.

4.  Inclusion
    4.1.  Without prejudice to the generality of clause 3.1.3 information shall
          not be deemed to be generally available to the public by reason only
          that it is known to only a few of those people to whom it might be of
          commercial interest, and a combination of two or more portions of the
          Proprietary Information shall not be deemed to be generally available
          to the public by reason only of each separation being so available.

5.  Confidentiality measures
    5.1.  To secure the confidentiality attaching to the Proprietary
          Information the Recipient shall:
          5.1.1. keep separate all Proprietary Information and all information
                 generated by the Recipient based thereon from all documents
                 and other records of the Recipient;
          5.1.2. keep all documents and other material bearing or incorporating
                 any of the Proprietary Information at the usual place
                 business of the Recipient, namely
          5.1.3. not use, reproduce, transform, or store any of the Proprietary
                 Information in any externally accessible computer or electronic
                 information retrieval system or transmit it in any form or by
                 any means whatsoever outside of its usual place of business;
          5.1.4. allow access to the proprietary exclusively to those
                 employees of the Recipient who have reasonable need to see and
                 use it for the purposes of its evaluation by the Recipient and
                 shall inform each of the said employees of the confidential
                 nature of the Proprietary Information and of the obligations
                 on the Recipient in respect thereof;
          5.1.5. wherever reasonably practicable obtain a written statement
                 from each of its employees having access to the Proprietary
                 Information undertaking to maintain the same confidential and

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                 shall take such steps as may be reasonably desirable to
                 enforce such obligations.
          5.1.6. make copies of the Proprietary Information only to the extent
                 that the same is strictly required for the purposes of any
                 licence granted to the Recipient;
          5.1.7. on request of MSU made at any time shall deliver up to MSU all
                 documents and other material in the possession, custody or
                 control of the Recipient that bear or incorporate any part of
                 the Proprietary Information.

6.  Governing Law
    6.1.  The construction validity and performance of this Agreement shall be
          governed by English Law.




SIGNED   _____________________________________________________
         SHANGHAI THAKRAL ELECTRONICS INDUSTRIAL CORP. LIMITED



SIGNED   _____________________________________________________
         MSU (UK) LIMITED