EXHIBIT 10.3

                    DEBENTURES AND AGREEMENT TO ISSUE SHARES

<PAGE>


EXHIBIT 10.3




                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004,  the Company  hereby  acknowledges  its obligation to issue to
__Du Yan Guang__and/or his nominees (together the "Holder") _3,760,000____shares
in the  common  stock  of the  Company  (the  "Obligations")  and,  accordingly,
promises by way of this Debenture to perform and complete the Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Fu You Zhen __and/or his nominees (together the "Holder")  3,290,000___shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>

                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004,  the Company  hereby  acknowledges  its obligation to issue to
__Gao     Fengyi______and/or    his    nominees    (together    the    "Holder")
__5,640,000__shares  in the common stock of the Company (the "Obligations") and,
accordingly,  promises  by way of this  Debenture  to perform and  complete  the
Obligations,  upon  completion  of amendment of the Company's  authorized  share
capital  and  pursuant to terms and  conditions  of this  Debenture.  The Holder
acknowledges  and agrees that, in the event the Company  resolves to consolidate
its authorized  share capital,  the Holder shall be issued such number of shares
upon completion of such  consolidation,  on the basis of the Obligations and the
consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004,  the Company  hereby  acknowledges  its obligation to issue to
_Han Qing Lin __and/or his nominees (together the "Holder") ___2,490,000__shares
in the  common  stock  of the  Company  (the  "Obligations")  and,  accordingly,
promises by way of this Debenture to perform and complete the Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Ibrahim    Abdullah    __and/or   his   nominees    (together    the   "Holder")
__4,700,000__shares  in the common stock of the Company (the "Obligations") and,
accordingly,  promises  by way of this  Debenture  to perform and  complete  the
Obligations,  upon  completion  of amendment of the Company's  authorized  share
capital  and  pursuant to terms and  conditions  of this  Debenture.  The Holder
acknowledges  and agrees that, in the event the Company  resolves to consolidate
its authorized  share capital,  the Holder shall be issued such number of shares
upon completion of such  consolidation,  on the basis of the Obligations and the
consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Ma Xiao Jun ___and/or his nominees  (together the "Holder")  __3,525,000__shares
in the  common  stock  of the  Company  (the  "Obligations")  and,  accordingly,
promises by way of this Debenture to perform and complete the Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004,  the Company  hereby  acknowledges  its obligation to issue to
Noorappa  Abdulrahim  Kamaludeen_and/or  his nominees  (together  the  "Holder")
4,700,000_shares  in the common  stock of the Company (the  "Obligations")  and,
accordingly,  promises  by way of this  Debenture  to perform and  complete  the
Obligations,  upon  completion  of amendment of the Company's  authorized  share
capital  and  pursuant to terms and  conditions  of this  Debenture.  The Holder
acknowledges  and agrees that, in the event the Company  resolves to consolidate
its authorized  share capital,  the Holder shall be issued such number of shares
upon completion of such  consolidation,  on the basis of the Obligations and the
consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Wang Donghong __and/or his nominees (together the "Holder") _470,000___shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Wang Jing ___and/or his nominees (together the "Holder")  _3,760,000___shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Wang Lan Mei ___and/or his nominees (together the "Holder")  ___3,760,000_shares
in the  common  stock  of the  Company  (the  "Obligations")  and,  accordingly,
promises by way of this Debenture to perform and complete the Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges its obligation to issue to __
Wang    Qiang    _____and/or    his    nominees    (together    the    "Holder")
__3,290,000____shares  in the common  stock of the Company  (the  "Obligations")
and, accordingly,  promises by way of this Debenture to perform and complete the
Obligations,  upon  completion  of amendment of the Company's  authorized  share
capital  and  pursuant to terms and  conditions  of this  Debenture.  The Holder
acknowledges  and agrees that, in the event the Company  resolves to consolidate
its authorized  share capital,  the Holder shall be issued such number of shares
upon completion of such  consolidation,  on the basis of the Obligations and the
consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges its obligation to issue to __
Wang Yu Lan __and/or his nominees (together the "Holder")  3,525,000___shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges its obligation to issue to __
Wang Zhi __and/or his nominees  (together the "Holder")  9,400,000 shares in the
common stock of the Company (the  "Obligations") and,  accordingly,  promises by
way of this Debenture to perform and complete the  Obligations,  upon completion
of amendment of the Company's authorized share capital and pursuant to terms and
conditions of this Debenture.  The Holder  acknowledges  and agrees that, in the
event the Company  resolves to  consolidate  its authorized  share capital,  the
Holder  shall  be  issued  such  number  of  shares  upon   completion  of  such
consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges its obligation to issue to __
Yang Jie ____and/or his nominees (together the "Holder")  __2,350,000__shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Yang Yan ___and/or his nominees (together the "Holder")  _5,640,000___shares  in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges its obligation to issue to __
Yi Ting Bin _____and/or his nominees  (together the "Holder")  __235,000__shares
in the  common  stock  of the  Company  (the  "Obligations")  and,  accordingly,
promises by way of this Debenture to perform and complete the Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004


1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Zhang Zhen Kai __and/or his nominees (together the "Holder")  _235,000_shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                    CHINA NETTV HOLDINGS INC. (the "Company")


                              Convertible Debenture


                        Effective as of November 5, 2004

1.  Obligations  to Issue.  Pursuant to a share  exchange  agreement (the "Share
Exchange  Agreement")  between  the  Company  and  Highland  Shareholders  dated
November 5, 2004, the Company hereby  acknowledges  its obligation to issue to _
Zhu Guang Min __and/or his nominees (together the "Holder") _4,230,000_shares in
the common stock of the Company (the "Obligations") and,  accordingly,  promises
by way  of  this  Debenture  to  perform  and  complete  the  Obligations,  upon
completion of amendment of the Company's  authorized  share capital and pursuant
to terms and conditions of this Debenture.  The Holder  acknowledges  and agrees
that, in the event the Company  resolves to  consolidate  its  authorized  share
capital,  the Holder  shall be issued such number of shares upon  completion  of
such consolidation, on the basis of the Obligations and the consolidation ratio.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Obligations  (the "Cash  Payment").  The Cash Payment shall be
                  calculated  on the basis of the per share  price of the common
                  stock  of  the  Company  as at  the  date  of  this  Debenture
                  multiplied  by the  number of shares of the  Obligation  to be
                  determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid balance of the  Obligation,  if any.  Thereafter,  this
                  Debenture will terminate and the Company's  obligations  under
                  this Debenture shall be deemed completed.

        2.3       The Company  will not, by amendment of its articles or through
                  any  reorganization,  recapitalization,  transfer  of  assets,
                  consolidation,   merger,   dissolution,   issue   or  sale  of
                  securities or any other voluntary action,  where the intent of
                  any such act is to avoid or seek to avoid  the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist in the carrying out of all the provisions hereof and in
                  the  taking  of  all  such  action  as  may  be  necessary  or
                  appropriate  in order to  protect  the  rights  of the  Holder
                  against impairment.



                                   Page 1 of 3
<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1    As long as the  Debenture is  outstanding  and in addition to any
               rights which the Holder may have as a shareholder of the Company,
               the Company undertakes and covenants in favour of the Holder:

                (a)        to  fully  perform  the  terms  of  this   Debenture,
                           including,  where the Company resolves to consolidate
                           its authorized  share  capital,  the issuance of such
                           number of consolidated  shares upon completion of the
                           consolidation,  on the basis the  Obligations and the
                           consolidation ratio.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;


4.       Notices

4.1               All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President
                           Fax Number: 604-641-1377

                  and if to the Holder, to:

                             Room 1-2, Building 10, Hu Fang Lu, Xuanwu District,
                                        Beijing, China,100035


4.2               Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.       Expenses.  Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

                                  Page 2 of 3

<PAGE>



7.       Governing Law.  This Debenture shall be governed by the laws of the
State of Nevada, USA.

8.       Headings.  The headings of the sections of this  Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.

9.       Expiry.  This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.

10.      Entire Agreement.  This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.





                                       CHINA NETTV HOLDINGS INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:









                                  Page 3 of 3

<PAGE>


                            CHINA NETTV HOLDINGS INC.


                                    Debenture


                        Effective as of November 5, 2004


1. Finder's Fee and Obligations to Issue. In consideration of services  provided
by Ronald Xiuru Xie (the "Holder") in connection with a share exchange agreement
(the  "Share  Exchange  Agreement")  between  China  NetTV  Holdings  Inc.  (the
"Company") and  Highlandmining  Shareholders dated November 5, 2004, the Company
hereby  acknowledges  its  obligation  to pay a finder's  fee to the Holder and,
accordingly,  promises  by way of this  Debenture  to issue to the Holder or his
nominees 9,639,000 shares (the "Finder's Fee Obligation") in the common stock of
the Company,  upon  completion  of increase of the  Company's  authorized  share
capital.

2.       Cash Payment by the Company in Lieu of Shares

        2.1       The Company shall have the option,  at any time within 90 days
                  of the  date of this  Debenture,  to send a  notice  ("Payment
                  Notice") to the Holder  indicating that the Company intends to
                  pay the Holder a cash  payment  to satisfy  all or part of the
                  Finder's Fee Obligation (the "Cash Payment"). The Cash Payment
                  shall be calculated on the basis of US$0.25 per share price of
                  the  common  stock of the  Company,  the date of such  Payment
                  Notice to be determined by the Company in its discretion.

        2.2       Within five working days from the date of the Payment  Notice,
                  the Company shall forward to the Holder the Cash Payment,  and
                  share  certificates  for the  number  of  shares  representing
                  unpaid  balance  of  the  Finder's  Fee  Obligation,  if  any.
                  Thereafter,  this  Debenture  will terminate and the Company's
                  obligations under this Debenture shall be deemed completed.

        2.3       The  Company  will  not,  by  amendment  of  its  articles  or
                  through  any  reorganization,  recapitalization,  transfer  of
                  assets,  consolidation, merger, dissolution, issue or  sale of
                  securities or any other voluntary  action, where the intent of
                  any such act is to avoid or  seek to  avoid the  observance or
                  performance   of  any  of   the   terms   to be   observed  or
                  performed  hereunder by the  Company, but will at all times in
                  good faith  assist in the  carrying out of all the  provisions
                  hereof  and  in the   taking  of  all  such  action  as may be
                  necessary or  appropriate  in order  to  protect the rights of
                  the Holder against impairment.

<PAGE>


3.       General Undertakings and Covenants of the Company

        3.1       As long as the Debenture is outstanding and in addition to any
                  rights  which  the  Holder  may have as a  shareholder  of the
                  Company, the Company undertakes and covenants in favour of the
                  Holder:

                (a)        to fully perform the terms of this Debenture.

                (b)        if  any  filing  is  required  to be  made  with  any
                           appropriate  regulatory authority,  or any other step
                           is  required  before  this  Debenture  may be legally
                           issued,  to take such  action so  required at its own
                           expense;

4.       Notices

        4.1       All notices or demands  hereunder to the parties  hereto shall
                  be  sufficiently  given  if  made  in  writing  and  faxed  or
                  delivered by a nationally  recognized courier and addressed to
                  the parties, respectively as follows:

                  if to the Company, to:

                           Attention: President _______________
                           Fax Number: 604-________________

                  and if to the Holder, to:

                           _______________
                           _______________


        4.2       Either the  Company  or any  Holder may change the  address to
                  which  notices or demands  shall be delivered to the Holder or
                  the Company by like notice given at least ten (10) days before
                  the effective date of such change of address.

5.  Expenses.  Each party  shall bear their own  expenses  as they relate to the
negotiation, preparation and execution of this Debenture.

6. Further Assurances.  The Company,  from time to time forthwith upon a request
from the  Holder,  shall do,  make and  execute  all such  further  assignments,
documents,  acts,  matters  and things as may be  required  by the  Holder  with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.

7. Governing  Law. This Debenture  shall be governed by the laws of the State of
Nevada, USA.

8.  Headings.  The headings of the sections of this  Debenture  are inserted for
convenience only and shall not be deemed to constitute a part hereof.

<PAGE>

9.  Entire  Agreement.  This  Debenture  constitutes  the entire  agreement  and
supercedes all other prior agreements and  undertakings,  both written and oral,
among the parties with respect of the subject matter hereof.

IN WITNESS  WHEREOF China NetTV  Holdings  Inc. has caused this  Debenture to be
signed under its corporate seal by duly  authorized  officers and to be dated as
of the day and year first above written.

                                    CHINA NETTV HOLDINGS INC.


                                    By:      ____________________________
                                    Name:_____________________________

                                    Title:  _____________________________