Exhibit 10.4


Confidential



MEMORANDUM  OF  UNDERSTANDING


Parties        Party  A:     CBCom  Inc.
               Party  B:     Shanghai  Stock  Exchange  Communication  Ca
               Party  C:     Shanghai  Xingtong  Telecommunications Science &
               Technology Co.  Ltd.


I.     COMPANY  OVERVIEW

CBCom  Inc.  is a Los Angeles based high-tech communication and investment firm.
It  is  especially  keen  on  the  design, development, operation and investment
activities surrounding the completion of an intelligent communication network In
addition the firm also provides research and development in accessory items used
by  the  network  such as servers or end user platform. Both the management team
and  the  technical  personnel  have  extensive  experience  of constructing and
operating  communication  networks in North America and Asia. Representative and
branch  offices  have  been  set  up  in  Shanghai  as  well  as  Beijing.

Shanghai  Stock  Exchange Communication Co is a joint venture formed by Shanghai
Stock  Exchange and Shanghai Stock Central Clearing Company. The staff primarily
came  from  the department of communications of the Shanghai Stock Exchange. The
company's  services  largely  centers around its two-way satellite system, which
serves  as  a back up to DDN, to ensure uninterrupted transmission of stock data
and  information. The company also provides satellite network related technology
development management and other services. The following systems are part of the
network operation and management projects that the company is currently engaged:
one  one-way  broadcast  satellite  system, three two-way satellite systems, one
2000-line  switch,  Utilizing  the  above network equipment the company provides
connection  to  over  2600  brokerages  to  ensure  daily  transmission of stock
information.

Shanghai  Xingtong  Telecommunications  Science  and  Technology,  Ltd  is  a
telecommunications  company  held  by  China  Broadcast  Satellite Communication
Company,  which  belongs to Ministry of Information Industry. As a subsidiary of
China  Broadcast  Satellite  Communication  Company,  Xingtong  can tap into the
unique  satellite  resources  and  operating  license  owned  by China Broadcast
Satellite  Communication  Company to provide specialized satellite communication
services  to  its customers. At the present Shanghai Xingtong Telecommunications
Science  and  Technology,  Ltd  has  helped numerous companies to build national
networks  that  service thousands of customers. Among them are Hong Kong Digital
Communications  Ltd,  Shanghai  Stock  Exchange Communications Ltd, and Zhenzhou
Jicheng  Information  Technology  Ltd.  Furthermore,  Xingtong has invested in a





joint  effort  with  America  based Wood Company to provide wide band digital TV
transmission  to  ABC,  NBC,  FOX,  HBO,  CCFV, STV and other Television related
companies.  Xingtong  specializes  in  design  as  well  as  construction  of
communication  networks.

II.     OBJECTIVE  OF  THIS  MOU

The  aforementioned  three  parties  have used over a year to perform a detailed
research  and  analysis  on  the  potential  and  policy  with regard to Chinese
Internet  market  This  research  reviewed  the  historical  development  of the
Internet in other mature markets around the globe such as the United States, and
compiled  an  enormous  database  on  the  content provision services within the
information  industry. Consequently, all three parties have reached consensus on
the  following  areas:

1.     The  current  and  future  potential  of  Chinese  Internet  market

2.     The  service  standard  of  Shanghai  Stock  Exchange's satellite network

3.     Key  factors  to  building  a  successful  commercial  ISP  in  China

4.     Initial concept and proposal for China Financial Network (CFN) as a joint
effort  of  the  three  parties

This  MOU  is  hereby to record the consensus to establish a firm foundation for
future  cooperation.

III.     THE  CURRENT  AND  FUTURE  POTENTIAL  OF  CHINESE  INTERNET  MARKET

The  rise  of  Internet  popularity in the past few has generated an exceptional
growth  rate  of  162%  per  annum  that  astounded the world. With moth than 50
million  users,  hundreds of billions of dollars of revenue are generated by new
opportunities  associated  with  the  Internet.  Internet usage has become a key
indicator  for  national governments in assessing their  competitiveness against
other  nations  in  the  information  industry.  Moreover, the Internet has left
indelible  marks  in  reforming  the  social  structure and forced revolutionary
changes. As information technology rapidly develops, information becomes readily
available,  which creates a wealth of opportunities while improving qualities of
life.  Geographical  and  economical  barriers are broken through the process of
information transfer. The forces of free market will finally champion making all
aspects  of  life  such as employment, education, medicine, easily accessible to
everyone.

The  Chinese  Internet  development  came  in  at  a  later  stage of the global
development  Nevertheless  is  has  been  growing  with  an  amazing fervor. The
development  process  can  be  broken  into  three  phases.

The  first  phase (199874994) can be called the Email phase. During this period,
Email  became  a  popular  communication  tool  The  ability to communicate with





European  and  North  American  countries  through dial up service and email was
realized.  The  second  phase  (1994-1995)  began by farther investment from the
Department  of  Education  on  the  existing  education  and  research  network,
astonishingly  similar  to  the  early  stages  of development in the us. TCP/IP
connection  was  eventually established on this network, thus realizing the full
functionality of the Internet. The third phase (1995 to present) came soon after
Internet became accessible not only to the research and educational institution,
but  also  to  private  customers  through  commercial  151's.  In 1998, Chinese
Internet users stood at 1.2 million and is projected to growth at 220% per annum
in  the  coming  years.  China has family become an official member of the world
Internet  family.

Presently,  there  are  thirteen international gateways in China. They belong to
four  networks.

Despite  the  promising  growth,  many  Chinese  Internet  users  and ISP become
increasingly concerned with the future development of Internet in China. Chinese
Internet  development  is unique in many aspects. Specifically, Chinese Internet
leapfrogged  a number of development stages as the other countries have, such as
PC  penetration. It can be said that China Internet came prematurely without all
the  necessary  infrastructure elements in place. Therefore, Chinese Internet is
missing  some  basic  characteristics of the Internet Yet the demand for further
development  and  maturity  continues  to  collect  momentum. As we examined the
potential  of  commercial  151's, a set of barriers for continued development of
Chinese  Internet  becomes  evident.

1.     High  operating  expenses:
       -------------------------

     All  ISPs  in China that do not belong to China Telecom must pay outrageous
fees for leased lines thus incurring high cost and make it difficult for ISPs to
maintain  profitability.  International  connections are particularly expensive.
DDN  lines  are  charged  not  only at a monthly rental fee, but also additional
charge  according to the amount of information transmissions If an ISP intend to
build  a  national  network,  the long distance rental charges are prohibitively
high.  This  creates  the  dilemma  for  many ISPs: they are unable to invest in
expanding  the  network  as  the number of customers increases. While line lease
charges only consists of 5% of the total operating cost for a typical ISP in the
US, it often accounts for 70-80% of total operating cost for a ISP in China. The
financial  stress  leaves  very  little  room  for  the Chinese ISP to invest in
further  development  of  the  network

2.     Technology  investment
       ----------------------

     The  information  industry  characterizes  itself  through  the  close link
between  investment  and  technology.  It  is  projected  that  Chinese Internet
development  will  require over 100 billion EMB by year 2000. The investment gap
that  many  ISP confront is daunting. On the other hand, much of the information
on  the  Internet  is  in  English.  The  center  of  technology development and
application  is  also  located  in  the  US. The insufficient funds and backward
technology  caused by language barriers bode ill for the future Chinese Internet
development.




3.     Content  market  opportunities:
       ------------------------------

     Many  Chinese  Internet  portals  (with  Chinese  languages)  have  been
unsuccessful  in  attracting  customers  due  to  lackluster content design. For
instance,  in  the  US  on-line  banking, stock trading and purchasing have long
become  popular  among  the  users  to  provide  additional  convenience  to the
customers.  Currently,  similar Chinese web sites are nearly non-existent As the
content of the Chinese web sites become more aggressive and creative, the market
potential  will  provide  highly  lucrative  opportunities  for  ISPs.


IV.     THE  SERVICE  STANDARD  OF  SHANGHAI  STOCK  EXCHANGE  SATELLITE NETWORK

Shanghai  Stock  Exchange  (SSE)  became  fully  operations  in  1990 and is the
largest,  most  well  equipped, and best organized stock exchange in China today
with  the  widest  reach in community (nearly 19 million customers). SSE's daily
transaction  volume  exceeds  10  million. Furthermore, SSE operates a satellite
network  with  more  than  3100 receiving stations and owns the largest exchange
lobby  in  Asia.

SSE's  satellite  system  is  the most advanced satellite system with the widest
geographical  coverage  as  well  as largest customer base in China. It has been
approved  and licensed with the right to operate VSAT related services and other
value  adding  communication  services.

SSE's  satellite system includes three systems: VAST, SCPC and TDM/TDMA. It also
provides  backup for DDN. Since the stock exchange only operates four hours each
day, the utilization of this network is especially low. In addition, the network
offers  the  following  features:

1.     Network  topology:  The  main  station and the _________.  This method of
       -----------------
satellite  network  is beat used for digital communication and exactly meets the
requirement  of  Internet  communication.

2.     Network  scale:  Currently  the network covers all Chinese provinces with
       --------------
the  exception of Taiwan and has 33 key nodes with over 1000 customer connected.
Each  of  the  nodes  has  comprehensive  satellite  communication equipment and
capability  including switches, and highly competent technical support personnel

3.     Price  and performance ratio (compare to X.25 and DDN net): Among similar
       ----------------------------------------------------------
speeds,  satellite network is comparable to XIS and DDN net in data transmission
speed.  Because  XIS  and DDN net use fiber optic cables, satellite transmission
incurs a slightly longer delay. However, the delay bears no significance in data
transmission.  The  error rate of satellite transmission is between 1(P and 108,
which  is  similar  to  that  of  DDN  error  rate.  Moreover,  due to the stock
exchange's  particular function, a high degree of reliability was required since





the  design  of  the  network  The  SSE network has double backup with automatic
switching capability and has proved to be highly reliable in the last five years
of  operation  The network survived many severe weather conditions, as well as a
number  of  market  irregularities  such as sudden volume surge. The operational
expense  comparison  is  attached  as  well  (based  on  64  Kbps):

     Satellite  network     42,000  RMB/  year
     DDN  net          145,000  RMB/year
     X.25               163,000  RMB/  year


V.     KEY  FACTORS  TO  BUILDING  A  SUCCESSFUL  COMMERCIAL  ISP  IN  CHINA

This  analysis  demonstrates  not  only the factors that would make a successful
commercial  ISP  in  China,  but  also  why  SSE satellite network is especially
fitting  for  such  a  task

1.     Independent  national  network: an independent network that does not rely
on  the network provided by China Telecom, thus avoiding the outrageous fees and
cost  is critical to guarantee profitability for any ISP in China. SSE satellite
network  was  initially  designed  and constructed precisely for this objective.
After  years of development, the network now operates independent and covers all
regions  in  China.

2.     Substantive  customer  base:  customer base is the livelihood of any ISP.
There  are currently 17 million investors who have accounts at SSE. The majority
of  these  investors receive information and trade from various nodes on the SSE
network.  The  brokerages  are direct customers and the investors constitute one
the  most  substantive  and  stable  customer base. These investors are prone to
adopt  new  technology  as  they  are  generally  more educated than the average
population.

3.     Attractive  content  creative  and  interesting  content  is a key to the
success  of  any  ISP.  Stock  trading  has  become a focal point in the Chinese
economic  life  Many industries have tapped into this to generate new commercial
opportunity  for  themselves.  For example, in the last few years, the number of
stock  pagers has rocketed through the roof to millions. Real time stock quotes,
information,  analyst  reports  and most of web trading will attract millions to
visit  the  site.

VI.     INITIAL  CONCEPT  AND  PROPOSAL  OF  CNN  AS  A  JOINT  EFFORT

CFN  is  the ultimate - for the joint effort It will begin more like an Intranet
then  expand to become a true Internet From construction to operations there are
two  major  phases  CEN  I,  CEN  II  which  are  detailed  as  follows:

CFN  I:  This is a professional Intranet that is based in Hong Kong. The service
------
collects  and  compiles global financial market information with real time stock
data as well as historical data for analysis.  Most importantly, all information
will  be  broadcasted  through  the  SSE  satellite  network  in  Chinese  using





proprietary  software  to  brokerages and professional investors. It will differ
from Dow Jones and Reuters in that the information will be completely in Chinese
at  a  much  lower  rate.  Our market research reveals that as China's financial
market  develops,  ft  will  eventually  become  an  integral part of the global
financial market Financial information from other parts of the world, especially
Hong Kong Southeast Asia will impact the financial performances of Chinese stock
market  Already  more  than  95%  of  the  brokerages  would like to access this
information. However the price tag for Reuters and Dow Jones services are simply
too  much  to bear. If the existing network allows transmission of similar sorts
of  information and it requires no additional installation of other equipment it
sure  will  be  welcomed  by  many  brokerages.

CFN II: This network will create a customer interface directly to the individual
------
customers, thus equivalent to a commercial ISP. The service will include various
value added services such as real time stock data and web trading. Utilizing the
current  network with over a thousand connection nodes, the network will be able
to provide Email and other Internet service while allowing real time web trading
to  its  customers.  Web  trading is an unique feature that this network offers,
since  the SSE is the sole clearing and settlement agency for its stocks.  Thus,
only  SSE  network  is  able  to  realize  true  web  trading  through  SSE.

The  roles  and  responsibilities  of  the  three  parties  will  vary  as well.

Party  A  will  be  primarily  responsible  for  collecting and compiling global
financial  information, providing funds for network reconstruction and assisting
software  development  in  the  first  phase.  In the second phase, party A will
provide  funds  to  modify connection nodes, development of management software,
and  operation  of  the  Internet  sites  (e.g.  content  design).

Party  B  will be primarily responsible for network security and operation while
coordinating with various brokerage firms to maintain market position and direct
network  design.

Party  C  will  participate in network design and management to ensure efficient
utilization of the satellite network The majority of its operation will focus on
construction of the network in the beginning and software development at a later
stage.

This  MOU  will  serve  as  the  founding principles for the joint effort Formal
feasibility  study  and  business  plan  will  be  drawn to establish the actual
structure to realize the proposed network As soon as the structure is finalized,
we  will  seek  professional  consulting  firms  to conduct detailed analysis to
identify  optimal  marketing, organization and technology management strategies.

All parties have agreed that the interest of each party in this joint venture is
allocated  as  follow:  Party  A  70%;  party  B  20%;  party  C  10%.





VII.  FINAL  REMARKS

As  one of the most significant document indicating commitment to form the joint
venture  aforementioned,  the MOU is only effective after all three parties have
signed.


Party  A:               CBCCom  Inc.

                         /x/

Party  B:               Shanghai  Stock  Exchange  Communication  Co.

                         /x/   General Manager

Party  C:          Shanghai Xingtong Telecommunications Science & Technology Co.
                   Ltd
                         /x/   President

January  31,  1999