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                                                                    Exhibit 10.5


                                 Written Consent
                                     of the
                                  Sole Director
                                       of
                        AMC International Holdings, Ltd.

          The undersigned, Edward J. Tobin, the sole director for the time being
of AMC International Holdings, Ltd., a British Virgin Islands corporation (the
"Company"), hereby adopts the following resolutions by written consent as
permitted under the Company's Articles of Association:

          WHEREAS, the Company's Memorandum of Association authorizes the
issuance of 1000 preference shares, par value $1.00 per share (the Preference
Shares"), with such powers, preferences, rights, qualifications, limitations and
restrictions as shall be fixed by resolution of the Company's directors; and

          WHEREAS, the directors desire, pursuant to their authority as
aforesaid, to fix the powers, preferences, rights, qualifications, limitations
and restrictions of the Preference Shares; and

          WHEREAS, the Company's parent, Asia Media Communications, Ltd., a
Nevada corporation ("AMC"), has granted the Company an option to acquire, for no
consideration, such number of shares of AMC's common stock, par value US$0.01
per share (the "AMC Common Stock"), as may be required for the purpose of
effecting the exchange provided for herein,

          NOW, THEREFORE, BE IT RESOLVED, that the powers, preferences, rights,
qualifications, limitations and restrictions of the Preference Shares shall be
as follows:

          Section 1. Stated Value. Each Preference Share shall have a stated
value of $1,000,000.00 per share (the "Stated Value").

          Section 2. Dividends. Holders of Preference Shares shall not be
entitled to receive dividends.

          Section 3. Voting Rights. Except as otherwise provided herein and as
otherwise provided by law, the Preference Shares shall have no voting rights.
However, so long as any Preference Shares are outstanding, the Company shall
not, without the affirmative vote of the holders of three-fourths of the
Preference Shares then outstanding, (i) alter or change adversely the powers,
preferences or rights given to the Preference Shares or (ii) authorize or create
any class of shares ranking as to dividends or distribution of assets upon a
Liquidation (as defined below) senior to, prior to or pari passu with the
Preference Shares.






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          Section 4. Liquidation. Upon any liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary (a "Liquidation"),
the holders of Preference Shares shall be entitled to receive out of the assets
of the Company, whether such assets are capital or surplus, for each Preference
Share an amount equal to the Stated Value, but without interest, before any
distribution or payment shall be made to the holders of any Junior Securities,
and if the assets of the Company shall be insufficient to pay in full such
amounts, then the entire assets to be distributed shall be distributed among the
holders of Preference Shares ratably in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in
full. A sale, conveyance or disposition of all or substantially all of the
assets of the Company shall be deemed a Liquidation; provided that, a
consolidation or merger of the Company with or into any other Company or
Companies shall not be treated as a Liquidation, but instead shall be subject to
the provisions of Section 5. The Company shall mail written notice of any such
liquidation, not less than 60 days prior to the payment date stated therein, to
each record holder of Preference Shares.

          Section 5. Exchange.

          (a) Each Preference Share shall be exchangeable into shares of AMC
Common Stock at the Exchange Ratio at the option of the holder in whole or in
part at any time after the expiration of 100 days after the Original Issue Date.
The holder shall effect exchanges by surrendering to the Company the certificate
or certificates representing the Preference Shares to be exchanged, together
with the form of exchange notice attached hereto as Exhibit A (the "Holder
Exchange Notice") in the manner set forth in Section 5(h). The Company shall
effect such exchange by exercising the option granted to it by AMC. Each Holder
Exchange Notice shall specify the number of Preference Shares to be exchanged
and the date on which such exchange is to be effected, which date may not be
prior to the date the Holder delivers such Notice by facsimile (the "Holder
Exchange Date"). Subject to Section 5(c) and, as to the original Holder (or its
sole designee) each Holder Exchange Notice, once given, shall be irrevocable. If
the holder is exchanging less than all Preference Shares represented by the
certificate or certificates tendered by the holder with the Holder Exchange
Notice, the Company shall promptly deliver to the holder a certificate for such
number of shares as have not been exchanged.

          (b) (i) Not later than ten Trading Days after the Exchange Date, the
Company will deliver or cause to be delivered to the holder (i) a certificate or
certificates representing the number of shares of AMC Common Stock being
acquired upon the exchange of Preference Shares and (ii) one or more
certificates representing the number of Preference Shares not exchanged;
provided, however that the Company shall not be obligated to issue certificates
evidencing the shares of AMC Common Stock issuable upon exchange of any
Preference Shares until certificates evidencing such Preference Shares are
either delivered for exchange to the Company, or the holder notifies the Company
that such certificates have been lost, stolen or destroyed and provides a bond
(or other adequate security reasonably acceptable to the Company) satisfactory
to the Company to indemnify the Company from any loss incurred by it in
connection therewith.

          (c) (i) The exchange price for each Preference Share (the "Exchange
Price") in effect on any Exchange Date shall be US$2.00, unless adjusted
pursuant to Section 5(c)(ii) or (iv) below.





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               (ii) If AMC, at any time while any Preference Shares are
outstanding, (a) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Junior Securities payable in shares of its
capital stock (whether payable in shares of AMC Common Stock or of capital stock
of any class), (b) subdivide outstanding shares of AMC Common Stock into a
larger number of shares, (c) combine outstanding shares of AMC Common Stock into
a smaller number of shares, or (d) issue by reclassification of shares of AMC
Common Stock any shares of capital stock of the Company, the Exchange Price
designated in Section 5(c)(i) shall be multiplied by a fraction of which the
numerator shall be the number of shares of AMC Common Stock outstanding before
such event and of which the denominator shall be the number of shares of AMC
Common Stock outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

               (iii) All calculations under this Section 5 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

               (iv) In case of any reclassification of the AMC Common Stock, any
consolidation or merger of AMC with or into another Person, the sale or transfer
of all or substantially all of the assets of AMC or any compulsory share
exchange pursuant to which the AMC Common Stock is converted into other
securities, cash or property, the holders of the Preference Shares then
outstanding shall have the right thereafter to exchange such shares only into
the shares of stock and other securities and property receivable upon or deemed
to be held by holders of AMC Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange, and the holders of the
Preference Shares shall be entitled upon such event to receive such amount of
securities or property as the shares of the AMC Common Stock into which such
Preference Shares could have been exchanged immediately prior to such
reclassification, consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation, merger, sale, transfer
or share exchange shall include such terms so as to continue to give to the
holder of Preference Shares the right to receive the securities or property set
forth in this Section 5(d)(vii) upon any exchange following such consolidation,
merger, sale, transfer or share exchange. This provision shall similarly apply
to successive reclassifications, consolidations, mergers, sales, transfers or
share exchanges.

          (d) AMC has covenanted and agreed with the Company that it will at all
times reserve and keep available so long as any Preference Shares are
exchangeable for shares of AMC



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Common Stock, out of AMC's authorized and unissued AMC Common Stock solely for
the purpose of issuance upon exchange of Preference Shares as herein provided,
free from preemptive rights or any other actual contingent purchase rights of
Persons other than the holders of Preference Shares, such number of shares of
AMC Common Stock as shall be issuable (taking into account the adjustments and
restrictions of Section 5 hereof) upon the exchange of all outstanding
Preference Shares. AMC has also covenanted and agreed that all shares of AMC
Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid and nonassessable.

          (e) Upon an exchange hereunder AMC shall not be required to issue
stock certificates representing fractions of shares of AMC Common Stock, but may
if otherwise permitted, make a cash payment in respect of any final fraction of
a share based on the Per Share Market Value at such time. If AMC elects not, or
is unable, to make such a cash payment, the holder of a Preference Share shall
be, entitled to receive, in lieu of the final fraction of a share, one whole
share of AMC Common Stock.

          (f) The issuance of certificates for shares of AMC Common Stock on
exchange of Preference Shares shall be made without charge to the holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
exchange in a name other than that of the holder of such Preference Shares so
exchanged and the Company shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

          (g) Preference Shares exchanged into AMC Common Stock shall not be
canceled but shall be retained by the Company as treasury shares.

          (h) Each Holder Exchange Notice shall be given by facsimile and by
mail, postage prepaid, addressed to the attention of the Chief Financial Officer
of the Company at the facsimile telephone number and address of the principal
place of business of the Company.

          (i) The shares of AMC Common Stock to be acquired upon exchange of the
Preference Shares will not be registered under the United States Securities Act
of 1933, as amended (the "Act"), and therefore may not be transferred or sold
unless registered under the Act or pursuant to an exemption from registration
thereunder. The certificates evidencing such shares of AMC Common Stock shall
bear an approrpiate restrictive legend.

          Section 6. Redemption.

          (a) Each Preference Share shall be redeemable, in whole or in part, at
the




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option of the Company at any time after the expiration of 90 days after the
Original Issue Date, out of funds legally available therefore, at a redemption
price equal to the Stated Value per share or a pro rata portion thereof in the
event of a redemption of a part of a Preference Share. The Company shall effect
such redemption by providing notice (a "Redemption Notice") to the holder at
least 10 Trading Days (the "Notice Period") prior to the date of redemption (the
"Redemption Date") of the Company's intention to redeem all or a portion of the
Preference Shares. Such Redemption Notice shall include details as to the number
of Preference Shares to be redeemed, the Redemption Date, and the procedures for
such redemption. The holder of the Preference Shares shall have the right during
the Notice Period to exchange the Preference Shares for AMC Common Stock as set
forth in Section 5.

          (b) Preference Shares redeemed shall not be canceled and shall be
retained by the Company as treasury shares.

          (c) Each Redemption Notice shall be given by facsimile and by mail,
postage prepaid, addressed to the attention of the registered holder of the
Preference Shares at the facsimile telephone number and address of the principal
place of business of the holder.

          Section 7. Definitions. For the purposes hereof, the following terms
shall have the following meanings:

          "Exchange Ratio" means, at any time, a fraction, of which the
numerator is Stated Value and of which the denominator is the Exchange Price at
such time.

          "Junior Securities" means the common shares and all other classes of
shares of the Company (other than the Preference Shares) except as may be
approved by the holders of the Preference Shares as provided in Section 3
hereof.

          "Original Issue Date" shall mean the date of the first issuance of any
of the Preference Shares regardless of the number transfers of any particular
Preference Shares and regardless of the number of certificates which may be
issued to evidence such Preference Shares.

          "Per Share Market Value" means on any particular date the closing bid
price per share of AMC Common Stock on such date on such stock exchange on which
the AMC Common Stock has been listed or if there is no such price on such date,
then the closing bid price on such exchange on the date nearest preceding such
date, or if the AMC Common Stock is not quoted on any exchange, the closing bid
price for a share of AMC Common Stock in the over-the-counter market as reported
by the National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices).




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          "Person" means a corporation, an association, a partnership,
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

          "Trading Day" means (a) a day on which the AMC Common Stock is traded
on any stock exchange on which the AMC Common Stock has been listed.

          IN WITNESS WHEREOF, the undersigned sole director for the time being
of AMC International Holdings, Ltd. has executed this written consent as of the
27th day of December, 1996.



                                                EDWARD J. TOBIN
                                                ---------------------------
                                                Edward J. Tobin


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                               NOTICE OF EXCHANGE
                            AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder in order to Exchange Preference Shares)

The undersigned hereby irrevocably elects to exchange the number of Preference
Shares indicated below, into shares of common stock, par value U.S.$0.01 per
share (the "Common Stock"), of Asia Media Communications Ltd. ("AMC") according
to the conditions hereof, as of the date written below. If shares are to be
issued in the name of a person other than undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by AMC in accordance
therewith. No fee will be charged to the Holder for any exchange, except for
such transfer taxes, if any.

The undersigned hereby represents that it is acquiriing the shares of AMC Common
Stock for investment and not with a view to the distribution thereof. The
undersigned understands and acknowledges that (i) the shares of AMC Common Stock
will not be registered under the United States Securities Act of 1933, as
amended (the "Act"), and therefore may not be transfered or sold unless
registered under the Act or pursuant to an exemption from registration
thereunder and (ii) the certificates evidencing such shares will contain an
appropriate restrictive legend.

Exchange calculations:        ______________________________________________
                              Date to Effect Exchange

                              ______________________________________________
                              Number of Preference Shares
                              to be Exchanged

                              ______________________________________________
                              Applicable Exchange Price


                              ______________________________________________
                              Signature


                              ______________________________________________
                              Name:


                              ______________________________________________
                              Address:




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