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                                                                   EXHIBIT 10.10



                              CONSULTING AGREEMENT


CONSULTING AGREEMENT dated as of April 13th 2000, by and between VIANET
TECHNOLOGIES, INC. a Nevada corporation with offices at 83 Mercer Street (3rd
floor), New York, NY 10012 and Xelix Capital Limited, a Bermuda corporation with
offices at Reid House, 31 Church Street, Hamilton, Bermuda HMHX ("Consultant").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Vianet desires to retain the Consultant as a consultant and Consultant
desires to act as a consultant to Vianet, subject to and upon the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:

12.  Consultancy. Vianet hereby retains consultant and Consultant hereby agrees
     to act as a consultant to Vianet. Consultant shall perform such services
     for Vianet as agreed with the Board of Directors of Vianet from time to
     time (the "Consulting Services"). Consultant agrees to cause Peter Leighton
     or such other persons approved by Vianet to perform the Consulting Services
     on behalf of the Consultant. The Consultant shall exercise its own
     reasonable judgment and employ such means as it, in good faith, determines
     are reasonable in performing the Consulting Services, and Vianet will not
     exercise any control over the methods or means employed by the Consultant
     in performing the Consulting Services. The Consulting Services shall be
     performed at such times and at such locations as Consultant shall
     determine.








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13.  Independent Contract or Status. It is understood and agreed that in the
     performance of the Consulting Services by the Consultant hereunder, it is
     acting as an independent contractor and not in any way as an employee or
     agent of Vianet. The Consultant will determine the hours of work of its
     employees and the Consultant's employees are not required to work any
     specified number of hours in any week. Any time off, including weekends and
     vacation, will be solely and entirely at the discretion of the Consultant.
     The Consultant may be required upon request of the Board, to submit to
     Vianet written or oral reports regarding its activities. Employees of the
     Consultant and others retained by the Consultant are not employees of
     Vianet for purposes of worker's compensation, unemployment insurance,
     medical, disability and group life insurance and they are not eligible to
     participate in any welfare, pension, profit sharing or fringe benefit plan
     or arrangement of Vianet.

14.  Consulting Fees. During the Term, as full compensation for the Consulting
     Services, Vianet shall pay to the Consultant a consulting fee as described
     in Appendix A to this document. In addition to the Base Fee, the Consultant
     shall be paid such additional compensation as shall be determined from time
     to time by the Board of Directors of Vianet and approved by the Board of
     Directors of Vianet as provided for in Appendix A. It is understood that
     Vianet will not withhold any income taxes, unemployment taxes or other
     taxes and that the Consultant is solely responsible for paying and
     reporting all taxes, including income taxes and estimates thereof for
     itself and all employees, agents or contractors. Vianet will report to the
     appropriate tax authorities the amounts paid to the Consultant and, even
     though the Consultant is an independent contractor, if Vianet is required
     by law, or is advised by its accountants or attorneys that it is required
     by law to deduct for withholding, or other taxes, it shall be free to do
     so, which taxes if not previously deducted shall be reclaimable from the
     consultant.






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15.  Expenses. In addition to the consulting fees provided for in Section 3
     above, Vianet shall reimburse the Consultant for reasonable costs and
     expenses incurred by the Consultant in performing the Consulting Services,
     subject to review by the Board of Directors of Vianet or a senior officer
     of Vianet designated by the Board of Directors of Vianet.

16.  Use of Vianet's Facilities. Employees of the Consultant are not required to
     use the office facilities of Vianet in performing the Consulting Services
     hereunder.

17.  Term. The term of this Agreement shall commence as of January 1st 2000 and
     shall continue for a period of three (3) years (the "Term"). At the option
     of the Consultant, exercisable by written notice delivered by the
     Consultant to Vianet not less than thirty (30) days prior to the end of the
     Initial Term, this Agreement shall be renewed for an additional two (2)
     years (the "Renewal Term").

18.  Termination.

     7.5   Vianet or Consultant may terminate this Agreement in the event the
           other party fails to perform in accordance with the provisions of
           this Agreement.

     7.6   Vianet may terminate this Agreement, at any time, upon thirty (30)
           days written notice, to Consultant for any reason whatsoever.

     7.7   Upon termination Consultant shall cease all provision of services and
           no invoice shall be made for services performed after notice of
           suspension or termination. Upon termination, for any reason except
           breach of this agreement by Consultant, of this Agreement or a
           portion of the services covered hereunder, Vianet shall pay to
           Consultant an amount equal to the Severance Amount as provided in
           Section 8 of this Agreement.





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     7.8   Termination of this Agreement or a portion of any services hereunder
           except for breach of this agreement by Consultant shall not prejudice
           or affect the rights or remedies of either Vianet or Consultant
           against the other in respect of any breach of the Agreement which
           occurred before the effective date of termination and shall not
           prejudice the rights and remedies of Consultant in respect of any sum
           or sums of money owed or owing from Vianet.

19.  Severance Payment. Upon termination of this Agreement by Vianet or a change
     in control of Vianet, in addition to earned but unpaid Consulting Fees
     payable in accordance with Section 3, Vianet shall pay to Consultant
     severance in the amount equal to two times the Base Fee as identified in
     Appendix A. The severance amount shall be payable in quarterly installments
     with the first payment due not later than thirty (30) days after
     termination.

20.  Disclaimers and Limitations of Liability. It is expressly understood and
     agreed that Vianet shall NOT be responsible nor liable for any loss,
     damage, penalty, or the like, financial or otherwise, caused by:

     (i) failure by any consultant, advisor, contractor, supplier, or any other
     persons, individuals or firms NOT employed by Vianet to discharge its
     contractual obligations; or

     (ii) any delay, modification, or suspension of the time schedule for
     performing the services hereunder whether agreed or not agreed with
     Consultant, which is NOT the responsibility of Vianet, its agents, or
     consultants; or

     (iii) any negligent work carried out by the Consultant or by any third
     party other than Vianet, its agents, or sub-consultants, or employees; or




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     (iv) the failure of any person NOT employed or contracted with by Vianet to
     discharge any legal duty or obligation whatsoever.

21.  Confidentiality. The Consultant hereby agrees that during and after the
     term of this Agreement, neither it nor any of its employees nor others
     retained by the Consultant to perform some or all of the services to be
     performed hereunder, will divulge any confidential or proprietary
     information belonging to Vianet or any company associated with Vianet or to
     any customer of Vianet and neither the Consultant nor any employee of the
     Consultant nor any other person retained by the Consultant will make
     available to others any Vianet or account list, price list, business plan,
     trade secret, document, file, paper or data of any kind, in whatever form
     embodied, concerning the business or financial affairs of Vianet, its
     associated companies, or its customers or remove any of the foregoing from
     the premises of Vianet.

22.  Assignment. Except as otherwise provided herein, the Consultant may not
     assign this Agreement or delegate any of its obligations hereunder, without
     the prior written consent of Vianet and Vianet may not assign this
     Agreement, or delegate any of its obligations hereunder, without the prior
     written consent of the Consultant. Any assignment or delegation in
     violation of the provisions hereof shall be void and of no effect.

12.  Entire Agreement; Modification; Binding Effect. This Agreement constitutes
     the entire agreement between the Consultant and Vianet and supersedes all
     prior understandings and agreements concerning the subject matter hereof.
     This Agreement (including this provision against oral modification) may not
     be changed or terminated, and no provision hereof may be waived orally. No
     modification, waiver or termination hereof shall be binding upon either
     party unless in writing and signed by or on behalf of the party against
     which the modification,



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     waiver or termination is asserted. This Agreement shall be binding upon and
     shall enure to the benefit of the Consultant and Vianet, their successors
     and permitted assigns.

14.  Notices. Any notice or other communication required or permitted hereunder
     shall be sufficiently given if delivered personally, or, if sent by
     registered or certified mail, postage pre-paid, return receipt requested,
     addressed to the party intended to receive such notice at the address set
     forth above, or such other address as such party may indicate in the manner
     provided for notices herein. Any notice or communication shall be deemed to
     have been given upon the date personally delivered or, if mailed, the
     earlier of the date it is received and three (3) days after the date so
     mailed.

15.  Governing Law. This Agreement shall be governed by, and construed in
     accordance with, the laws of the State of New York.

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

                                       VIANET TECHNOLOGIES, INC.


                                       By:______________________________________


                                       Position:________________________________



                                       XELIX CAPITAL LIMITED


                                       By:______________________________________


                                       Position:________________________________



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                                   APPENDIX A


App. 1:   The Base Fee for the Term of the Agreement shall be $150,000 per
          annum, payable in twelve equal installments on the last day of each
          calendar month.

App. 2:   In addition to the Base Fee the Consultant shall be paid such
          additional compensation as shall be determined from time to time by
          the Board of Directors of Vianet and approved by the Board of
          Directors of Vianet.

App.3:    In determining the amount of the additional compensation The Board of
          Directors will take into consideration the attainment of specific
          criteria as agreed with the Consultant from time to time.














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