Exhibit 10.8

                            STOCK PURCHASE AGREEMENT


THIS  STOCK  PURCHASE  AGREEMENT  ("Agreement")  is made as of the  31st  day of
January,  1999,  by  and  between  CBCOM,  INC.,  a  Delaware  corporation  (the
"Company"),  and Sinoway,  Ltd., a China company with  headquarters in Shanghai,
China ("Purchaser").

WHEREAS,  the Purchaser  wishes to purchase  shares of the  Company's  Stock (as
defined  below) in exchange for cash and as  consideration  for entering  into a
joint venture agreement with the Company and transferring  certain assets to the
joint venture to be formed thereby;

              NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Purchase and Sale of Stock.

         1.1      Purchase  of Shares.  Subject to the terms and  conditions  of
                  this Agreement,  Purchaser hereby  purchases,  and the Company
                  agrees to sell and issue to Purchaser, 1,250,000 shares of the
                  Company's  Common Stock, par value $0.001 per share ("Stock").
                  The  consideration  for the  purchase  is (a)  $1,250 in cash,
                  receipt  of  which  is  hereby   acknowledged,   and  (b)  the
                  Purchaser's   affiliated  company,   Shanghai  Stock  Exchange
                  Communications  Company,  entering into a  Sino-foreign  joint
                  venture  with the Company  (or the  Company's  affiliate)  and
                  transferring  to that joint venture  certain assets  described
                  below ("Assets").  The Company's Board of Directors has agreed
                  that the consideration  expressed herein is sufficient for the
                  purchase of the Stock.

         1.2      Escrow of Shares.  Purchaser  and the  Company  agree that the
                  Company  shall  hold the  Stock  in  escrow  at the  Company's
                  offices until (a) the Shanghai Stock  Exchange  Communications
                  Company has entered into a Sino-foreign  joint venture ("Joint
                  Venture")  with the  Company,  (b) the Joint  Venture has been
                  approved by the applicable  Chinese  governmental  authorities
                  and permitted and licensed to do business,  and (c) the Assets
                  have been duly and validly transferred into the joint venture.

         1.3      Assets.  The  Assets are  agreed to be the  following:  (a) an
                  exclusive   license   to  use  the   satellite   network   and
                  communications  system and other assets of the Shanghai  Stock
                  Exchange  Communications  Company for joint  venture  projects
                  ("Projects,"  as  further  defined  in the  letter  of  intent
                  between   the  Company  and  the   Shanghai   Stock   Exchange
                  Communications  Company  dated  1/31,1999,  a copy of which is
                  attached as Exhibit B).


         1.4      Failure of Escrow.  In the event that the conditions listed in
                  subsections  (a) - (c) of Section 1.2 are not met on or before
                  6/30/00,  the Stock  shall be canceled  and the Company  shall
                  return the $1,250 cash consideration to the Purchaser.

2.       Representations and Warranties of Purchaser.

         Purchaser hereby represents and warrants to the Company that:

         2.1      Authorization. Purchaser represents that it has full power and
                  authority  to enter into and perform  this  Agreement.  If the
                  Purchaser is an individual,  the Purchaser has reached the age
                  of majority according to the laws of the jurisdiction in which
                  he resides.  The  Purchaser,  if executing this Agreement in a
                  representative  or  fiduciary  capacity,  has full  power  and
                  authority  to  execute  and  deliver  this  Agreement  in such
                  capacity  and  on  behalf  of  the   subscribing   individual,
                  partnership,  trust,  estate,  corporation or other entity for
                  whom or which the Purchaser is executing this  Agreement,  and
                  the above  representations  and warranties  shall be deemed to
                  have been made on behalf of the person or persons for whom the
                  Purchaser is so purchasing. If the signatory of this Agreement
                  on  behalf  of  the  Purchaser  is  not  the  Purchaser  or an
                  authorized officer or partner of the Purchaser,  the signatory
                  represents and warrants to the Company that the signatory is a
                  professional fiduciary of the Purchaser,  acting solely in its
                  capacity as holder of such account,  as a fiduciary,  executor
                  or trustee.

         2.2      Valid and Binding  Agreement.  This Agreement  constitutes its
                  valid  and  legally   binding   obligation,   enforceable   in
                  accordance  with its terms. If the Purchaser is a corporation,
                  the Purchaser is duly and validly organized,  validly existing
                  and in good tax and corporate  standing as a corporation under
                  the  laws  of  the  jurisdiction  of  its  incorporation,  and
                  qualified  to do business in the  jurisdiction  in which it is
                  located,  with full power and  authority to purchase the Stock
                  and to execute and deliver this Agreement. If the Purchaser is
                  a partnership,  the partnership is duly and validly formed and
                  existing in good standing  under the laws of its  jurisdiction
                  of formation and qualified to do business in the  jurisdiction
                  in which it is  located,  with  full  power and  authority  to
                  purchase the Stock and to execute and deliver this  Agreement,
                  and   the   representations,    warranties,   agreements   and
                  understandings  set forth  above are true with  respect to all
                  partners in the Purchaser (and if any such partner is itself a
                  partnership,   all   persons   holding  an  interest  in  such
                  partnership,  directly or indirectly, including through one or
                  more  partnerships),  and the person  executing this Agreement
                  has made due  inquiry to  determine  the  truthfulness  of the
                  representations  and warranties made hereby.  If the Purchaser
                  is any other form of business  entity,  the  Purchaser is duly
                  and validly  organized,  validly existing and in good standing
                  as such  entity  under  the  laws of the  jurisdiction  of its
                  incorporation,   and   qualified   to  do   business   in  the
                  jurisdiction  in which it is  located,  with  full  power  and
                  authority  to  purchase  the Stock and to execute  and deliver
                  this Agreement.

         2.3      Purchase Entirely for Own Account. This Agreement is made with
                  Purchaser in reliance upon Purchaser's  representation  to the
                  Company,  which by  Purchaser's  execution  of this  Agreement
                  Purchaser  hereby  confirms,  that the Stock to be received by
                  Purchaser will be acquired for investment for  Purchaser's own
                  account, not as a nominee or agent, and not with a view to the
                  resale or distribution of any part thereof; and that Purchaser
                  has  no   present   intention   of   selling,   granting   any
                  participation  in, or  otherwise  distributing  the  same.  By
                  executing this Agreement,  Purchaser  further  represents that
                  Purchaser does not have any contract,  undertaking,  agreement
                  or  arrangement  with any  person to sell,  transfer  or grant
                  participation  to such  person  or to any third  person,  with
                  respect to any of the Stock.

         2.4      Disclosure of Information.  Purchaser believes it has received
                  all the information it considers  necessary or appropriate for
                  deciding  whether to  purchase  the Stock.  Purchaser  further
                  represents that it has had an opportunity to ask questions and
                  receive  answers  from the  Company  regarding  the  terms and
                  conditions of the offering of the Stock.

         2.5      Investment Experience.  Purchaser is an investor in securities
                  of companies in the development stage and acknowledges that it
                  is able to fend for itself,  can bear the economic risk of its
                  investment  and has such knowledge and experience in financial
                  or  business  matters  that it is  capable of  evaluating  the
                  merits and risks of the  investment  in the  Stock.  Purchaser
                  understands  that  the  Company  is  a  development   company,
                  proposing  to engage in a  high-technology  based  business in
                  China, with all the attendant  business risks of a development
                  stage  company,  the risks of  engaging  in a high  technology
                  business, and the risks of doing business in China, as well as
                  other business risks.  If other than an individual,  Purchaser
                  also  represents it has not been  organized for the purpose of
                  acquiring the Stock.

         2.6      Non-US Person.  Purchaser is not a "U.S.  person" as that term
                  is  defined in  Regulation  S (a copy of which  definition  is
                  attached   as  Exhibit   C).  If   Purchaser   is  a  business
                  organization,  it is  organized  under  the laws of a  country
                  other than the U.S.  Purchaser is not  acquiring the Stock for
                  the account of or for the benefit of a U.S. person.

         2.7      Offshore  Transaction.  The  Stock  was  not  offered  to  the
                  Purchaser  in the  U.S.  At the  time  of  execution  of  this
                  Agreement,  the Purchaser was  physically  outside of the U.S.
                  Purchaser has no prearranged agreement or scheme to resell the
                  Stock to any U.S. person or buyer in the U.S.

         2.8      No  Distributor,  Dealer or  Underwriter.  Purchaser  is not a
                  distributor  or dealer of the Stock.  Purchaser  is not taking
                  the Stock with the intent to make a distribution of the Stock,
                  as such  terms  are  defined  in the  Act  and the  Securities
                  Exchange  Act of 1934  (the  "1934  Act").  In any  event,  if
                  Purchaser  is  deemed  to  be  a  distributor  of  the  Stock,
                  Purchaser will act in accordance with applicable law.

         2.9      No Directed  Selling  Efforts.  To the best  knowledge  of the
                  Purchaser,   neither   the   Company   nor   any   distributor
                  participating in the sale of the Stock has conducted "directed
                  selling  efforts"  (including any activity  undertaken for the
                  purpose of, or that could  reasonably  be expected to have the
                  effect of, conditioning the market in the U.S. for the Stock),
                  including  without  limitation  mailing of printed material to
                  investors  residing in the U.S.,  the  holding of  promotional
                  seminars in the U.S., the placing of advertising with radio or
                  television   stations   broadcasting   in  the   U.S.   or  in
                  publications with a general  circulation in the U.S. Purchaser
                  knows of no public  solicitation or advertisement of any offer
                  in connection with the offering of the Stock.

         2.10     Restricted  Securities.  Purchaser understands that the shares
                  of Stock it is purchasing  are  characterized  as  "restricted
                  securities" under the federal securities laws inasmuch as they
                  are being  acquired  from the  Company  in a  transaction  not
                  involving  a public  offering  and that  under  such  laws and
                  applicable  regulations  such securities may be resold without
                  registration under the Securities Act of 1933, as amended (the
                  "Act"),  only  in  certain  limited  circumstances.   In  this
                  connection,  Purchaser represents that it is familiar with SEC
                  Rule 144, as presently in effect,  and  understands the resale
                  limitations imposed thereby and by the Act.

         2.11     Further limitation on Disposition. Without in any way limiting
                  the representations set forth above,  Purchaser further agrees
                  not to make any disposition of all or any portion of the Stock
                  unless  and until  (a) there is then in effect a  Registration
                  Statement under the Act covering such proposed disposition and
                  such disposition is made in accordance with such  Registration
                  Statement;  or (b)  Purchaser  shall  have  (i)  notified  the
                  Company of the proposed  disposition  and shall have furnished
                  the Company  with a detailed  statement  of the  circumstances
                  surrounding the proposed  disposition,  and (ii) furnished the
                  Company with an opinion of counsel, reasonably satisfactory to
                  the   Company,   that  such   disposition   will  not  require
                  registration of such shares under the Act.

         2.12     Legends.  It is understood  that the  certificates
                  evidencing the Stock may bear one or all of the
                  following legends:

                  (a)      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED WITH THE
                           U.S.  SECURITIES  AND EXCHANGE  COMMISSION  UNDER THE
                           U.S.  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT")
                           OR ANY OTHER SECURITIES AUTHORITIES,  AND WERE ISSUED
                           PURSUANT  TO A SAFE HARBOR  FROM  REGISTRATION  UNDER
                           REGULATION S PROMULGATED  UNDER THE ACT. THEY MAY NOT
                           BE  SOLD  OR  TRANSFERRED   EXCEPT   PURSUANT  TO  AN
                           EFFECTIVE  REGISTRATION  STATEMENT OR AN EXEMPTION TO
                           THE  REGISTRATION  REQUIREMENTS  OF THOSE  SECURITIES
                           LAWS.

                  (b)      Any legend required by applicable  securities laws of
                           the Purchaser's jurisdiction of domicile.

         2.13     Title to Assets.  Purchaser has full right, title and interest
                  in and to the assets listed at Exhibit B. The assets listed at
                  Exhibit B are owned by Purchaser  free of arty liens,  claims,
                  encumbrances  or other rights of third  parties in or to those
                  assets or any interest therein.  Purchaser's conveyance of the
                  assets  under  Section  1.2  is  valid  and  binding   against
                  Purchaser and any third party.

3.       Miscellaneous.

         3.1      Governing  Law.  This  Agreement  shall  be  governed  by  and
                  construed under the laws of the State of California as applied
                  to agreements among California  residents  entered into and to
                  be performed entirely within  California.  Any dispute arising
                  under this Agreement  shall be adjudicated by the  appropriate
                  state or federal court in the County of Los Angeles,  State of
                  California.  The  Company and  Purchaser  consent to submit to
                  jurisdiction  of such court for the purposes of resolving  any
                  dispute under this Agreement.  In the event of a dispute,  the
                  prevailing  party shall be entitled to recover  attorneys fees
                  and costs.

         3.2      Asset Transfer Documents.  Purchaser is tendering herewith the
                  necessary  documents under applicable law to transfer title of
                  the assets listed as Exhibit B to the Company.

         3.3      Further Assurances. The parties to this Agreement will execute
                  such other  documents  and perform  such other  actions as are
                  reasonably necessary to implement this Agreement.

         3.4      Purchaser Information. Purchaser shall complete and deliver to
                  the Company Exhibit A hereto,  which information shall be used
                  by the Company only for purposes of compliance with applicable
                  law and regulations.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

CBCOM, INC.

By ____________________________
     Max Sun, President


PURCHASER:

For and on behalf of
SINOWAY LIMITED


-------------------------------
(Authorized Signature(s)

Zuu Yi Wel
Executive Director
Shanghai Xingtonq Telecommunication Science & Technology Co., Ltd.






<PAGE>


                                    EXHIBIT A
                              PURCHASER INFORMATION


1.       Address of Purchaser (business address):

         Unit 2502, 25/F, K. Wah Centre
         191 Java Road
         North Point, Hong Kong

2.       Telephone Number


3.       Type of Entity (Check One and Initial)

                           Individual

             C             Corporation

                           Partnership

                           Other (Please describe) ________________________



         For all purchasers other than  individuals,  please include evidence of
legal  existence,  such  as  articles  of  incorporation  or  other  constituent
documents,  and good standing certificate or similar document, each certified by
the appropriate governmental authority.


4. Name and  position  of  authorized  signatory:  For and on behalf of  SINOWAY
LIMITED.

The above information is true, correct and complete as of the date hereof.

-------------------
Authorized Signature(s)
Zuu Yi Wel
Executive Director


--------------------------------
Authorized Signatory




<PAGE>

-------------------------------------------------------------------------------
                    THE INTERNATIONAL BUSINESS COMPANIES ACT

-------------------------------------------------------------------------------
                                                      (CAP.291)

                CERTIFICATE OF INCORPORATION (SECTIONS 14 AND 15)

-------------------------------------------------------------------------------

No.  239085


The Registrar of Companies of the British Virgin Islands HEREBY CERTIFIES
pursuant to the International Business Companies Act, Cap. 291 that all the
requirements of the Act in respect of incorporation having been satisfied,


                                 SINOWAY LIMITED


is  incorporated  in the British  Virgin  Islands as an  International  Business
Company this 3rd day of July, 1997.






(Seal)                                       Given under my hand and seal at
                                             Road Town, in the Territory of the
                                             British Virgin Islands




CRTI0017                                                 REGISTRAR OF
COMPANIES



<PAGE>


                                    EXHIBIT B

                                LETTER OF INTENT


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




<PAGE>




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




<PAGE>




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.



<PAGE>




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




<PAGE>




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




<PAGE>




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%.




<PAGE>




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









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                                    EXHIBIT C

                            DEFINITION OF U.S. PERSON

ss. 230.902         (o) U.S. Person.

(1)      "U.S. person" means:

         (i)      any natural person resident in the United States;

         (ii)     any partnership or corporation organized or incorporated
                  under the laws of the United States;

         (iii)    any estate or which any executor or administrator
                  is a U.S. person;

         (iv)     any trust of which any trustee is a U.S. person;

         (v)      any agency or branch of a foreign entity located in the
                  United States;

         (vi)     any  non-discretionary  account or similar account (other
                  than an estate or trust) held by a dealer or other
                  fiduciary for the benefit or account of a U.S. person;

         (vii)    any  discretionary  account or similar  account (other than an
                  estate  or  trust)  held  by  a  dealer  or  other   fiduciary
                  organized, incorporated, or (if an individual) resident in the
                  United States; and

         (viii)   any partnership or corporation if:

                  (A)      organized or incorporated under the laws of any
                           foreign jurisdiction; and
                  (B)      formed by a U.S.  person  principally  for the
                           purpose of  investing  in  securities  not
                           registered  under the Act,  unless it is organized or
                           incorporated,  and owned, by accredited investors (as
                           defined in Rule 501(a) under the Act (ss. 230.50 1(a)
                           of  this  chapter))  who  are  not  natural  persons,
                           estates or trusts.

(2)      Notwithstanding  paragraph  (o)(1) of this section,  any  discretionary
         account or similar account (other than an estate or trust) held for the
         benefit  or  account  of  a  non-U.S.  person  by  a  dealer  or  other

<PAGE>

         professional fiduciary organized,  incorporated,  or (if an individual)
         resident in the United States shall not be deemed a "U.S. person."


(3)      Notwithstanding  paragraph (o)(1) of this section,  any estate of which
         any  professional  fiduciary  acting as executor or  administrator is a
         U.S. person shall not be deemed a U.S. person if:

         (i)      an executor or administrator  of the estate who is not a
                  U.S. person has sole or shared  investment discretion
                  with respect to the assets of the estate; and
         (ii)     the estate is governed by foreign law.

(4)      Notwithstanding  paragraph  (o)(1) of this section,  any trust of which
         any professional fiduciary acting as trustee is a U.S. person shall not
         be deemed a U.S.  person if a trustee who is not a U.S. person has sole
         or shared investment  discretion with respect to the trust assets,  and
         no  beneficiary of the trust (and no settlor if the trust is revocable)
         is a U.S. person.

(5)      Notwithstanding  paragraph (o)(1) of this section,  an employee benefit
         plan  established  and  administered  in  accordance  with the law of a
         country  other  than the  United  States and  customary  practices  and
         documentation of such country shall not be deemed a U.S. Person.

(6)      Notwithstanding  paragraph (o)(1) of this section, any agency or branch
         of a U.S.  person located outside the United States shall not be deemed
         a "U.S. person" if:

         (i)      the agency or branch operates for valid business reasons; and

         (ii)     the agency or branch is engaged in the  business of  insurance
                  or banking and is subject to substantive  insurance or banking
                  regulation, respectively, in the jurisdiction where located.

(7)      The   international   Monetary   Fund,  the   International   Bank  for
         Reconstruction and Development,  the  Inter-American  Development Bank,
         the Asian  Development  Bank, the African  Development Bank, the United
         Nations,  and their  agencies,  affiliates and pension  plans,  and any
         other similar international organizations,  their agencies,  affiliates
         and pension plans shall not be deemed "U.S. persons."
<PAGE>

         (p)      United  States.   "United  States"  means  the  United  States
                  of  America,  its  territories  and possessions, any State
                  of the United States, and the District of Columbia.