This Joint Venture  Agreement is made on 1st June,  2000, with accordance to the
Corporation Law of People's Republic of China.
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<S>                                         <C>
                                            Between

                                            Party A: Shenzhen Chuangyuan Network
Technology Investment Co. Ltd
                                            Address: A1908A, Electronic Technology
Building, Futian District, Shenzhen, China

                                            Party B: Shenzhen Intermost Electronic
Commerce Co. Ltd
                                            Address: 38 Floor, Guomao Building, Renmin
Road, Shenzhen, China
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Whereas

Both Parties  hereby agree to invest and form an equity  joint  venture  company
with detail agreements as following:

1.   Name & Address

Name of the joint venture  company:  Shenzhen  SinoE  E-commerce  Co. Ltd. ("the
Company")

1.2  Address: Shenzhen, Guangdong Province, P.R. China

1.3  The Joint Venture will be set up in Limited Liability Company

2.   Business Scope

2.1  Based on the common  understanding of the development of internet business,
     both  parties  agree to work  together to develop the  electronic  commerce
     market by jointly effort of the two parties.

2.2  Business Scope

     *    To focus on the  electrical  appliance  industry,  to provide  on-line
          trading services,  which includes  information,  strategic purchasing,
          selling, auction,  logistic, legal services, quality certification and
          advertisement etc.

     *    To provide  E-commerce  solution and related  technology  services and
          implementation for enterprises.

     *    To provide related support and services for above business activities.


3.   Registered Capital

3.1  The Capital Authorized of the company is RMB 15 million.

3.2  Investment and Equity Ratio


     *    Party A: RMB 9 million Yuan Cash invested owning 60% equity.

     *    Party B: RMB 6 million Yuan Cash invested owning 40% equity.

     According  to the  pre-determined  objective  agreed by both  parties,  the
company's  final  Registered  capital will be RMB 100 Million  Yuan,  and 50% of
which will be left to attract  strategic  investors or business partners to join
in.

     Details  of new share  subscription  plan will be  regulated  in a separate
agreement.

3.3  It is agreed by both parties to transfer the said amount of cash investment
     to the  temporary  bank  account  of the  Company,  within 7 days after the
     registration  of the Company name. Any delay will be subjected to a penalty
     of a late fee of 0.01% of the total amount.
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3.4  Registered  Capital  Assessment made by registered  accountant are required
     upon the  completion  of the  investment  of each party,  and an Investment
     Certificate will be issued to each investor by the Company.

3.5  Any changes in the Registered Capital shall be approved by the Board of the
     Directors  of  the  Company,   then  apply  to  the  authorized  government
     department to proceed the formality.

3.6  Unless with the consent of the other party,  if any party wants to transfer
     its, whole or partial  equity,  the other party is always  entitled to have
     the priority to buy the assigned  equity at a price not higher than selling
     price to any third  party.  Internal  equity  transfer  within each party=s
     subordinate or affiliated company will not be included in this case.

4.   Responsibilities & Liabilities

4.1  Party A's responsibilities

     *    Company registration and office rental.

     *    Recommend excellent management and operation staff for the  company.

     *    In charge of the daily operation and management.

     *    Other affairs that the company consigns.

4.2  Party B's responsibility

     *    To provide the advanced management experiences in internet business.

     *    To recommend excellent management and operation staff for the company.

     *    To introduce and recommend members and projects.

     *    Other affairs that the company consigns.

5.   Board of Directors

5.1  Board of Directors will be set up on the day the company is registered.

5.2  5 directors in the Board of Directors,  including 3 from Party A and 2 from
     Party B. The directors appointed period is 3 years, Reappointed is allowed.

5.3  There are 1 Chairman  appointed from Party A and 1 Vice Chairman  appointed
     from Party B in the Board of  Directors.  Chairman of Board of Directors is
     the Legal  Representative  of the Company,  who is in charge of holding the
     meeting of Board of  Directors.  Vice  Chairman  is in charge of  assisting
     Chairman to execute his or her  fulfillment  and  function.  The  appointed
     period of Chairman and Vice Chairman is the same as Directors.

5.4  The Board  meeting can be held at either a fixed or casual date.  The fixed
     meeting will be held twice a year,  and casual meeting shall be proposed by
     at lease 1/3 of the  directors.  Directors  shall be  informed  by  written
     notice about the time, venue, and topic of the Board meeting.

     In case any director  can=t attend the board  meeting,  a written notice is
required to consign any other people to represent him or her to attend the board
meeting.

5.5  The responsibility of the Board of Directors:

1.   To modify The Company Act

2.   To  determine  the  Company's  operation  period,  and  termination  of the
     Company.

3.   To determine the incensement,  decreasement, or transferment the registered
     capital of the Company.

4.   To appoint  or remove  General  Manager  and Chief  Finance  Officer of the
     Company.

5.   To determine the merger and acquisition affair of the company

6.   To set up or dismiss the company's subordinate company,  branch offices, or
     representative agent etc.

7.   To approve the financial budget,  and to determine  withdraw ratio,  profit
     allocation, and deficit disposal of the Company's three funds

<PAGE>

8.   To make the Company's  operation strategy and determine the annual business
     plan and financial budget.

9.   To determine the accounting rules and financing strategy

10.  To  work  out  the  Company's  organizational  structure.  To  approve  the
     personnel regulations such as salary,  benefit,  welfare etc. And determine
     the salary of the directors and high lever staff.

11.  To review and make approval to the business  operation  report submitted by
     the Company's Operation Committee.

12.  To determine the operation regulation of the company.

13.  To review and determine other important issues proposed by the directors.

14.  For the items  1-9,  Board  resolution  should be made with all  directors=
     unanimous agreement. For items 10-14, Board resolution can be made with the
     approval of 3/5 of directors or their representatives presented.

6.   Operation Management

          Under  the  supervision  of Board of  Directors,  General  Manager  is
     authorized  to in  charge  of the  Management  and  Operation  of the whole
     company.

7.   Both Parties agree to appointed Mr Guo Lei as the  representative to handle
     the application of the company registration, Mr Guo Lei will take the legal
     responsibility to guaranteed to submit authentic,  valid and legal document
     to the registration department.

8.   Upon  the  agreement  of the two  parties,  the set up  activity  shall  be
     terminated,  in case,  for any  reason,  the set up of the  Company can not
     represent original desire intension of both Parties,  and expenses shall be
     shared between the two parties.

9.   In the case, this agreement is conflict to the Company Act, The Company Act
     is Prevailing.


This Agreement is hereby signed as follows:

Party A:
Authorized Signature:
Date:

Party B: Shenzhen Intermost Electronic Commerce Co. Ltd
Authorized Signature:
Date: