EXHIBIT 10.1

                                OPTION AGREEMENT

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EXHIBIT 10.1



                              HIGHLAND MINING INC.






                                OPTION AGREEMENT



















                             DATED 23 December 2004



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                                TABLE OF CONTENTS


                                                                        Page

1.       Definitions.........................................................2

2.       Grant of First Option...............................................3

3.       Exercise of First Option............................................4

4.       Exercise Price for First Option.....................................4

5.       First Additional Investment by Continental..........................4

6.       First Option Share Pledge...........................................5

7.       Grant of Second Option..............................................6

8.       Exercise of Second Option...........................................6

9.       Exercise Price for Second Option....................................6

10.      Second Additional Investment by Continental.........................6

11.      Second Option Share Pledge..........................................7

12.      Representations and Warranties......................................7

13.      Force Majeure.......................................................11

14.      Obligations and Liability of WZ and HDI.............................11

15.      Miscellaneous.......................................................12


Signatures

Exhibit A         Form of Shareholders Agreement

Exhibit B         Description of Property and Exploration Permit

Exhibit C         Form of Highland Articles





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                              HIGHLAND MINING INC.

                                OPTION AGREEMENT


         This OPTION AGREEMENT is made and entered into as of December 23, 2004
by and among:

(1)  Leung  Yuet Mei,  a citizen  of China  (Hong  Kong) with an address at Flat
     1362,  Tai On  Building,  57-87  Shaukiwan  Road,  Hong  Kong,  Fax:  (852)
     5242-0544 ("LYM");

(2)  Leung Chi Ming,  a citizen of China (Hong Kong) with an address at Flat C3,
     5/F, Lucky Court,  Mai Wo Ferry Pier Road,  Lantau,  Hong Kong,  Fax: (852)
     5242-0544 ("LCM");

(3)  Chen Yulin,  a citizen of China with an address at Room 2014,  Block 2, No.
     41 Xi Zhi Men Jiao Dai Dong Road, Beijing City, People's Republic of China,
     Fax: (86 10) 6202 8274 ("CY"); -

(4)  China NetTV  Holdings Inc. , a Delaware  corporation  with offices at Suite
     830-789 West Pender Street, Vancouver,  B.C., Canada, V6C 1H2, Fax: (1 604)
     408-8515 ("CTVH");

(5)  Highland  Mining Inc.,  a British  Virgin  Islands  company with offices at
     TrustNet Chambers,  Road Town, Tortola,  British Virgin Islands; Fax: (852)
     5242 0544 (the "Company");

(6)  Tibet Tianyuan Minerals Exploration Ltd., a wholly foreign-owned enterprise
     incorporated and existing under the laws of the People's  Republic of China
     with a registered  address at 13F, Foreign Economic and Trade Tower, 75 Jin
     Zhu West Road, Lhasa, Tibet, People's Republic of China, Fax: (86 891) 6868
     708 ("Tianyuan"); -

(7)  Continental Minerals  Corporation,  a British Columbia company with offices
     at Suite  1020 - 800  West  Pender  Street,  Vancouver,  British  Columbia,
     Canada, V6C 2V6, Fax: (1 604) 684-8092 ("Continental");

(8)  Wang Zhi, a citizen  the United  States of America  with an address at 2205
     BridgePointe  Parkway,  Apt.  116, San Mateo,  CA 94404,  United  States of
     America, Fax: (86 10) 6202 8274 ("WZ"); and

(9)  Hunter  Dickinson  Inc., a British  Columbia  company with offices at Suite
     1020 - 800 West Pender Street,  Vancouver,  British Columbia,  Canada,  V6C
     2V6, Fax: (1 604) 684-8092("HDI").


 For the purpose of this Agreement, LYM, LCM and CY may be referred to
collectively as "ABC" and ABC, CTVH and Continental may be referred to
collectively as "Investors".


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                                 R E C I T A L S

     A. The parties,  together with Hunter  Dickinson  Inc., have entered into a
Preliminary   Option   Agreement  dated  November  9,  2004  (the   "Preliminary
Agreement"), which, among other things, provides that Continental shall have the
right to purchase certain shares of the Company;

     B.  Such  agreement  provides  that  ABC  and  the  Company  shall,  within
seventy-five (75) days of the date of signing the agreement, negotiate and enter
into an option agreement detailing the terms upon which Continental may purchase
shares in the Company from ABC and the Company,  and this  Agreement is intended
to represent such option agreement.

     NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  the mutual
promises hereinafter set forth, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         1.       Definitions.

                  1.1    Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following respective meanings:

                  "Affiliate" means in relation to an entity, any individual,
partnership,  corporation,  trust or other  entity that  directly or  indirectly
controls,  or is controlled  by, or is under common  control with,  such entity,
where  control  means the direct or indirect  ownership  of more than 50% of the
outstanding shares or other ownership  interests having ordinary voting power to
elect directors or the equivalent.

                  "Board" means the Board of Directors of the Company.

                  "Business Day" means any day (excluding Saturdays, Sundays and
public  holidays  in either  Vancouver,  Canada  or the PRC) on which  banks are
generally open for business in Vancouver, Canada and the PRC.

                  "GAAP" means Canadian generally accepted accounting principles
consistently applied.

                   "CTVH" means China NetTV Holdings Inc., a Delaware
corporation with an office at Suite 830-789 West Pender Street, Vancouver, B.C.,
Canada, V6C 1H2.

                   "CTVH Agreement" means the share exchange agreement between
ABC and CTVH dated  December 23,  2004,  pursuant to the terms of which CTVH has
the  right  to  acquire  from  ABC  Ordinary  Shares  representing  50%  of  the
outstanding share capital of the Company.

                   "Exploration Permit" means the exploration permit issued from
time to time by the relevant  authorities  evidencing the Exploration  Rights. A
copy of the currently valid Exploration Permit is attached as part of Exhibit B.

                   "Exploration Rights" means all of the exploration rights in
relation to the Property.


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                  "First Option" shall have the meaning provided in Section 2.

                  "First Option Shares" shall have the meaning provided in
Section 2.

                  "Highland Articles" means the Memorandum of Association and
Articles of Association of Highland  Mining Inc. in the form attached  hereto as
Exhibit C.

                  "Governmental Authority" means any nation or government, any
state or other political  subdivision thereof, any entity exercising  executive,
legislative, judicial regulatory or administrative functions of or pertaining to
any government with competent jurisdiction.

                  "Group Company" means the Company, Tianyuan or a direct or
indirect subsidiary of either of them.

                  "Ordinary Shares" means the Ordinary Shares of the Company,
nominal value US$1.00 each share, which shall be the only class of shares.

                  "PRC" means the People's Republic of China.

                  "Property" means the Xietongmen Copper Property, which is
located near Xiong Village,  Xietongmen  County,  Rikaze area,  Tibet Autonomous
Region,  the  People's  Republic  of China and more  particularly  described  in
Exhibit B.

                  "RMB" shall mean Renminbi, the lawful currency of the People's
Republic of China.

                  "Second Option" shall have the meaning provided in Section 7.

                  "Second Option Shares" shall have the meaning provided in
Section 7.

                  "Transaction Agreements" shall mean this Agreement and the
Shareholders Agreement, collectively.

                   "US$" means the legal currency of the United States.

                  1.2 Rules of Construction. Words such as "herein,"
"hereinafter,"  "hereto,"  "hereby" and "hereunder," when used with reference to
this Agreement, refer to this Agreement as a whole, unless the context otherwise
requires.  The words "include,"  "includes," "included" and "including" shall be
construed as if followed by the phrase  "without  being limited to." A reference
to a particular gender means a reference to any gender.

                  1.3 Aggregation of Shares. All shares of the Company held or
acquired by any Affiliate of any person or entity shall be  aggregated  together
for the purpose of determining the  availability of any rights of such person or
entity under this Agreement.

         2. Grant of First Option. ABC hereby grants Continental an option (the
"First  Option") to purchase from ABC that number of fully-paid,  non-assessable
Ordinary  Shares that represent  fifty percent (50%) of the issued share capital
of the Company, on an as-converted basis, at the time of exercise (such Ordinary


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Shares the "First Option Shares"). As used in this Agreement,  the phrase "on an
as-converted  basis" means  assuming  exercise or  conversion  of any  preferred
shares,  outstanding options,  warrants, or other convertible securities.  After
the full exercise of the First Option by Continental,  CTVH shall own 50% of the
issued share  capital of the  Company,  while  Continental  shall own 50% of the
issued share capital of the Company.

         3.        Exercise of First Option.

                  3.1 Prior to Continental's exercise of the First Option, the
Company shall adopt the Highland Articles,  by all necessary corporate action of
its Board and ABC.

                  3.2 Continental may exercise the First Option at any time
prior to January 24, 2005, by giving  written notice to ABC stating its election
to exercise the First Option.  Within ten (10) Business Days of ABC's receipt of
such notice, ABC shall take all actions necessary (including without limitation,
the  execution of  instruments  of transfer and  notification  to the  Company's
registered  agent) in order to transfer the First Option  Shares to  Continental
and to update the Company's  share register to reflect the transfer of the First
Option  Shares to  Continental.  A copy of the updated  share  register  and the
file-stamped Highland Articles shall be delivered to Continental forthwith.

                  3.3 Upon exercise of the First Option, the Company and
Investors shall execute a Shareholders  Agreement in the form attached hereto as
Exhibit A (the "Shareholders Agreement").

         4.       Exercise Price for First Option.  The exercise price for the
First Option shall be:

                  (i) US$1,200,000, which Continental  shall  pay  to ABC within
five (5) Business Days after the  completion of the transfer of the First Option
Shares to Continental  (evidenced by the delivery of an updated share register),
via wire transfer to a single account specified to Continental by ABC; and

                  (ii) US$800,000, which (subject to Section 6.2) Continental
shall pay to ABC within one (1) year after the completion of the transfer of the
First  Option  Shares to  Continental,  via wire  transfer  to a single  account
specified to Continental by ABC.

If Continental  does not pay the amount provided in subclause (i) and (ii) above
in accordance  with the time  requirement,  this Agreement and the  Shareholders
Agreement shall terminate and  Continental  shall promptly  transfer back to ABC
the  shares  purchased  pursuant  to the  First  Option  and ABC  shall  release
Continental from the share pledge granted under Section 6 of this Agreement.

         5.First Additional Investment by Continental.

                  5.1 Continental may, at its absolute discretion and option,
from time to time between the date of this Agreement and November 10, 2006 (such
period  the  "First  Expenditure  Period")  invest up to  US$5,000,000  into the
Company to provide  working  capital for the Company  and  Tianyuan  and to fund
exploration activities in relation to the Property (the "First Expenditure").


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                  5.2 If Continental obtains additional share capital in the
Company as a result of the First Expenditure, the then other shareholders of the
Company shall  collectively  be entitled to  subscribe,  at a price equal to the
nominal  value of those  Ordinary  Shares for that number of Ordinary  Shares as
would  permit  the other  shareholders  of the  Company to  maintain  their then
current percentage of the issued share capital of the Company, which shall be at
fifty percent (50%).  Continental  undertakes to structure its investment in the
Company  so such  investment  involves  issuance  to  Continental  and the other
shareholders  during the First  Expenditure  Period of as few Ordinary Shares as
possible, and in any event no more than 10,000 Ordinary Shares without the prior
approval  of CTVH.  The  Company  shall  allot and issue any such  shares to the
subscribing  shareholder  within ten (10) Business Days after the receipt of the
subscription monies by the Company.

                  5.3 Subject to extension as provided in Section 5.4, payment
for the  First  Expenditure  shall  be in  accordance  with the  following  time
schedule:

                  (i)    the first US$3,000,000 no later than November 10, 2005;
and

                  (ii)   the remaining US$2,000,000 no later than November 10,
2006.

                  5.4 Apart from the funds needed to run the Company, the
Company  agrees to invest into Tianyuan all of the First  Expenditure.  Tianyuan
will  use  the  funds  the  Company  invests  solely  for  the  exploration  and
development of the Property and for running  Tianyuan.  If the  exploration  and
development  work is  delayed  for  reasons  not  attributable  to  Continental,
Continental  may request an extension of the investment time schedule set out in
Section 5.3 above as well as an equal  extension of the expiry date of the First
Expenditure  Period and the other parties hereto shall not  unreasonably  refuse
such request.

         6.       First Option Share Pledge.

                  6.1 Continental shall, upon receipt of the First Option
Shares,  pledge such shares to ABC.  Notwithstanding  such  pledge,  Continental
shall retain full  beneficial  ownership of the First Option Shares,  including,
without  limitation,  the right to vote such  shares and to hold such shares for
all  purposes  under the  Shareholders  Agreement.  Continental  shall  sign all
documents in relation to such pledge at the same time as it exercises  the First
Option.

                  6.2 On the earlier of (i) ABC's notice to Continental
following  the  failure by  Continental  to timely  fulfill  any of the  payment
obligations  contained in Sections 3 and 5 of this  Agreement,  or (ii) the date
that Continental  provides notice to ABC that it no longer wishes to participate
in the Property,  Continental  shall within three (3) Business Days  thereafter,
transfer to ABC all First Option  Shares it holds for a total  consideration  of
US$1.00 (the "First Pledge  Transfer").  Following  such  transfer,  Continental
shall only be  obligated  to invest in the Company an amount  equal to the costs
Tianyuan  has  actually  incurred  in the  exploration  and  development  of the
Property prior to the date of the First Pledge Transfer.  Continental shall have
no liability to make any other additional investments into the Company and shall
be released from further liabilities under this Agreement,  to the other parties
to this  Agreement,  or in relation to the Property.  A cost shall be considered
"actually  incurred"  for the  purposes  of this  Section  6.2 if  Tianyuan  has
received the service or been delivered the goods to which the cost relates prior
to the date of the First Pledge Transfer.


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                  6.3 Upon fulfillment of its payment obligations under Sections
3 and 5, the First Option Shares held by Continental  shall be released from the
share pledge  granted in Section  6.1, and ABC shall,  within three (3) Business
Days thereafter,  execute any documents  reasonably  requested by Continental to
evidence such release.

         7. Grant of Second Option. The Company hereby grants Continental an
option (the  "Second  Option") to  subscribe  for  issuance by the Company  that
number of  fully-paid,  non-assessable  Ordinary  Shares,  such  that  following
issuance of such shares  Continental shall own sixty percent (60%) of the issued
share  capital of Company,  on an  as-converted  basis,  at the time of exercise
(such Ordinary  Shares the "Second Option  Shares").  After the full exercise of
the Second Option by Continental, CTVH shall own 40% of the issued share capital
of the Company,  while  Continental shall own 60% of the issued share capital of
the Company.

         8. Exercise of Second Option. For a period of twenty-four (24) months
following the date of this Agreement, Continental may exercise the Second Option
by giving (i) one month's prior written notice to the Company and the then other
shareholders  of the Company,  where  notice of such  exercise is given no later
than September 10, 2006, or (ii) two months' prior written notice to the Company
and the then other shareholders of the Company, where such notice is given after
September 10, 2006 and no later than November 10, 2006. Within ten (10) Business
Days of the Company's  receipt of such notice and payment of the exercise  price
in accordance with Section 9, the Company shall, and the Investors shall procure
that  the  directors  designated  by each  shall,  take  all  actions  necessary
(including   without   limitation,   passing   relevant   Board  or  shareholder
resolutions,  increasing the number of authorized Ordinary Shares (if required),
and notifying the  Company's  registered  agent) in order to allot and issue the
Second Option Shares to Continental  and to update the Company's  share register
to reflect the issuance of the Second  Option Shares to  Continental.  A copy of
the updated share register shall be delivered to Continental forthwith.

         9.Exercise Price for Second Option. The exercise price for the Second
Option shall be the nominal value of the Second Option  Shares,  and such amount
shall be paid to the  Company  via wire  transfer  to an  account  specified  to
Continental by the Company.

         10.      Second Additional Investment by Continental.

                  10.1 Following its exercise of the Second Option, Continental
may, at its absolute discretion and option, from time to time within a timeframe
determined by  Continental,  but in any case no later than 365 days after expiry
of the First Expenditure Period (the "Second  Expenditure  Period") invest up to
an additional  US$3,000,000,  less the exercise  price  Continental  has paid to
obtain the Second Option Shares,  in the Company to provide  working capital for
the Company and Tianyuan and to fund  exploration  activities in relation to the
Property (the "Second Expenditure").

                  10.2 If Continental obtains additional share capital in the
Company as a result of the Second  Expenditure,  the then other  shareholders of
the Company shall collectively be entitled to subscribe, at a price equal to the
nominal value of those Ordinary  Shares,  for that number of Ordinary  Shares as
would  permit  the other  shareholders  of the  Company to  maintain  their then
current percentage of the issued share capital of the Company, which shall be at
exceed forty percent (40%).  Continental  undertakes to structure its investment
in the Company so such investment involves issuance to Continental and the other


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shareholders  during the Second  Expenditure Period of as few Ordinary Shares as
possible, and in any event no more than 10,000 Ordinary Shares without the prior
approval  of CTVH.  The  Company  shall  allot and issue any such  shares to the
subscribing  shareholder  within ten (10) Business Days after the receipt of the
subscription monies by the Company.

                  10.3 Subject to extension as provided in Section 10.4, payment
for the Second Expenditure shall be made prior to the expiration of the Second
Expenditure Period.

                  10.4 Apart from the funds needed to run the Company, the
Company agrees to invest into Tianyuan all of the Second Expenditure. Tianyuan
will use the funds the Company invests solely for the exploration and
development of the Property and for running Tianyuan. If the exploration and
development work is delayed for reasons not attributable to Continental,
Continental may request an extension of the investment time schedule set out in
Section 10.3 above as well as an equal extension of the expiry date of the
Second Expenditure Period and the other parties hereto shall not unreasonably
refuse such request.

         11.      Second Option Share Pledge.

                  11.1 Continental shall, upon receipt of the Second Option
Shares,  pledge such shares to ABC.  Notwithstanding  such  pledge,  Continental
shall retain full  beneficial  ownership of the Second Option Shares,  including
without limitation the right to vote such shares and to hold such shares for all
purposes under the Shareholders Agreement.  Continental shall sign all documents
in relation to such pledge at the same time as it exercises the Second Option.

                  11.2 On the earlier of (i) ABC's notice to Continental
following the failure by Continental to invest the Second  Expenditure  prior to
the expiration of the Second  Expenditure Period (as may be extended pursuant to
Section 10.4), or (ii) the date that Continental  provides notice to ABC that it
will not be investing the Second Expenditure, Continental shall within three (3)
Business Days thereafter,  transfer to ABC all Second Option Shares it holds for
a total consideration of US$1.00 (the "Second Pledge Transfer").  Following such
transfer, Continental shall only be obligated to invest in the Company an amount
equal to the  costs  Tianyuan  has  actually  incurred  in the  exploration  and
development  of the Property  prior to the date of the Second  Pledge  Transfer.
Continental  shall have no  liability to make any other  additional  investments
into the Company  and shall be  released  from  further  liabilities  under this
Agreement,  to the  other  parties  to this  Agreement,  or in  relation  to the
Property.  A cost shall be  considered  "actually  incurred" for the purposes of
this Section 11.2 if Tianyuan  has  received the service or been  delivered  the
goods to which the cost relates prior to the date of the First Pledge Transfer.

                  11.3 Upon payment of the Second Expenditure, the Second Option
Shares held by  Continental  shall be released from the share pledge  granted in
Section 11.1, and ABC shall, within three (3) Business Days thereafter,  execute
any documents reasonably requested by Continental to evidence such release.

         12.      Representations and Warranties.

                  The Company, ABC, and WZ ("the Warrantors") hereby jointly and
severally  represent and warrant to  Continental  that each of the statements in
this  Section  12 is  true  and  correct  as  of  the  date  hereof  and,  where
appropriate,  as of the date of Continental's  exercise of the First Option.  In


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this Agreement, any reference to a party's "knowledge" means such party's actual
knowledge  after due and diligent  inquiries of  officers,  directors  and other
employees of such party  reasonably  believed to have knowledge of the matter in
question.

                  12.1 Each of the Company and Tianyuan is a company duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its incorporation.

                  12.2 Each Warrantor has full power and authority to carry on
its business and to enter into this  Agreement  and any  agreement or instrument
referred to or contemplated by this Agreement.

                  12.3 Neither the execution and delivery of this Agreement, nor
any of the  agreements  referred  to  herein  or  contemplated  hereby,  nor the
consummation of the transactions  hereby  contemplated  conflict with, result in
the breach of or accelerate the performance  required by, any agreement to which
any Warrantor is a party.

                  12.4 The execution and delivery of this Agreement and the
agreements  contemplated  hereby by each Warrantor will not violate or result in
the breach of the laws of any  jurisdiction  applicable  or  pertaining  to such
Warrantor  or (where the  Warrantor  is a body  corporate)  of its  constituting
documents.

                  12.5 This Agreement constitutes a legal, valid and binding
obligation of each of Warrantors.

                  12.6 All returns, registrations, filings and other documents
required to be delivered by the Company and Tianyuan to the relevant  government
authorities have been properly prepared and delivered.

                  12.7 To the best of the Warrantors' knowledge, neither of the
Company nor  Tianyuan  have  breached  any law of the  jurisdiction  where it is
incorporated or has citizenship, as the case may be.

                  12.8 No order has been made, petition presented or resolution
passed for the  winding-up  or  bankruptcy of the Company or Tianyuan or for the
appointment  of a  provisional  liquidator  to the  Company or  Tianyuan  and no
administration order has been made in respect of the Company or Tainyuan.

                  12.9 To the best of the Warrantors' knowledge, no receiver
and/or  manager has been  appointed  for the whole or part of the  Company's  or
Tianyuan's 'business or assets.

                  12.10 To the best of the Warrantors' knowledge, there is not
and  has  not  been  any  governmental  or  other   investigation,   enquiry  or
disciplinary  proceeding  concerning the Company or Tianyuan and none is pending
or  threatened.  No fact or  circumstance  exists  which  might  give rise to an
investigation, enquiry or proceeding of that type.

                  12.11 To the best of the Warrantors' knowledge, no civil,
criminal,  arbitration,   administrative  or  other  proceeding  is  pending  or
threatened  by or against  the Company or Tianyuan or a person for whose acts or
defaults the Company or Tianyuan may be vicariously liable.


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                  12.12 To the best of the Warrantors' knowledge, no fact or
circumstance  exists  that  might give rise to a civil,  criminal,  arbitration,
administrative or other proceeding involving the Company or Tianyuan or a person
for whose acts or defaults the Company or Tianyuan may be vicariously liable.

                  12.13 To the best of the Warrantors' knowledge, there is no
outstanding  judgment,  order,  decree,  arbitral  award or decision of a court,
tribunal,  arbitrator or governmental agency against any the Company or Tianyuan
or a  person  for  whose  acts  or  defaults  the  Company  or  Tianyuan  may be
vicariously liable.

                  12.14 Tianyuan has lawfully obtained the Exploration Rights,
the  Exploration  Permit and the mineral data and other  geological  information
related to the Property, and the Exploration Rights, the Exploration Permit, and
such  mineral  data and other  geological  information  are not  subject  to any
dispute or any third party claim or interest. The Exploration Permit constitutes
the only  exploration  permit issued over the Property and the only  exploration
permit currently issued to Tianyuan.

                  12.15 None of the Exploration Rights, the Exploration Permit
or the mineral data or other geological  information related to the Property are
subject to any title dispute with, or lease or mortgage to, any third party.

                  12.16 All fees and charges (including but not limited to
exploration right use fee and mineral resources compensation) in connection with
the Exploration Rights and the Exploration Permit have been duly paid.

                  12.17 Tianyuan has duly made all filings necessary to maintain
the validity of the Exploration Permit.

                  12.18 Tianyuan has duly performed all obligations of the
permit  holder  contemplated  under the  Exploration Permit.

                  12.19 All existing exploration, mining, excavating,
exploiting, extracting, refining and processing activities and operations in the
areas in connection with the Property or the Exploration Rights conducted by any
the Company, Tianyuan or by any third party have been suspended.

                  12.20 To the best of Warrantors' knowledge, all mineral data
and other geological information that the Company or Tianyuan has provided to
Continental are complete, true, accurate, legally owned or controlled by the
Company, Tianyuan, and are not subject to any third party claim or any
restriction.

                  12.21 Tianyuan has paid in full all consideration due and
owing by it in connection  with Tianyuan's  purchase of the Exploration  Rights,
and such  consideration  including all monetary amounts and other  consideration
does not exceed US$2,000,000.

                  12.22 Tianyuan has not conducted any business or incurred any
obligations or liabilities since the issuance of its business license;  provided
that all  transactions  directly  relating to the acquisition by Tianyuan of the
Exploration  Rights and any transaction  booked in the accounts of Tianyuan that


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have been provided to Continental in the course of  Continental's  due diligence
shall not represent a breach of this representation and warranty.

                  12.23 The Company has not conducted any business or incurred
any obligations or liabilities  since the date of its  incorporation  other than
purchasing  100%  of the  registered  capital  of  Tianyuan  from  the  founding
shareholders of Tianyuan.

                  12.24 Immediately prior to the exercise of the First Option,
the authorized  share capital of the Company consists of a total of US$1,000,000
divided into one million (1,000,000)  authorized Ordinary Shares,  nominal value
US$1.00 per share,  of which one million  (1,000,000) are  outstanding.  ABC and
CTVH  collectively  legally hold and beneficially own all issued and outstanding
share capital of the Company,  clear of all liens, charges or encumbrances,  and
such share capital has been duly authorized, validly issued and fully paid.

                  12.25 Other than this Agreement and CTVH's right to acquire
shares in the Company from ABC in accordance with the CTVH Agreement,  there are
no options, warrants,  conversion privileges or other rights, or agreements with
respect to the issuance  thereof,  presently  outstanding to purchase any of the
shares of the Company.  Except as provided in the Transaction Agreements and the
Company's  Memorandum  and Articles of  Association,  no shares of the Company's
outstanding share capital, or shares issuable by the Company, are subject to any
preemptive  rights,  rights of first  refusal or other  rights to purchase  such
shares (whether in favor of the Company or any other person).

                  12.26 Immediately prior to the Exercise of the First Option,
Tianyuan's  registered  capital is US$1,600,000  and its total investment is RMB
28,000,000, and such registered capital has been fully contributed.  The Company
owns all the  registered  capital  of  Tianyuan,  free and  clear of all  liens,
charges or  encumbrances  and has fully  contributed to Tianyuan such registered
capital.

                  12.27 The Company has paid in full all consideration due and
owing by it in connection with the Company's  purchase of 100% of the registered
capital  of  Tianyuan  and is not  subject  to any debts or other  claims by the
founding  shareholders  of Tianyuan  or third  parties in  connection  with such
purchase.

                  12.28 Tianyuan is not a party to or bound by any contract,
agreement,  understanding or arrangement to allot or issue or sell or create any
lien on any of its registered capital or any other security convertible into any
registered  capital or other  security  of  Tianyuan.  There are no  outstanding
rights  of  first  refusal  or  other  rights,  options,  warrants,   conversion
privileges, subscriptions or other rights or agreements to purchase or otherwise
acquire or issue any registered capital of Tianyuan,  or obligating  Tianyuan to
issue, transfer, grant or sell any registered capital in Tianyuan.

                  12.29 There are no options or any other rights to subscribed
for or acquire any equity  interest of Tianyuan and except for the  Shareholders
Agreement, there are no other shareholder agreements in respect of Tianyuan.

                  12.30 No order has been made, petition presented or resolution
passed for the  winding-up  or  bankruptcy  of Company  or  Tianyuan  or for the


                                       10
<PAGE>

appointment  of a  provisional  liquidator  to the  Company or  Tianyuan  and no
administration order has been made in respect of the Company or Tianyuan.

                  12.31 Each of the Warrantors has provided the Shareholders
with all the information that the Investors have requested in deciding whether
to purchase or subscribe for Ordinary Shares. No representation or warranty by
the Warrantors in this Agreement and no information or materials provided by the
Warrantors to the Investors in connection with the negotiation or execution of
this Agreement that has not been subsequently corrected or amended, contains any
untrue statement of a material fact, or omits to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances in which they are made, not misleading.

                  12.32 The aggregated liabilities of Warrantors other than the
Company and Tainyuan towards Continental in terms of this Section 12 shall not
exceed US$2,000,000.

                  12.33 Unless earlier terminated by provision(s) of this
Agreement, the liabilities of Warrantors other than the Company and Tianyuan
towards Continental under this Section 12 shall be terminated two (2) years from
the signature date of this Agreement.

         13.      Force Majeure.

                  Neither party shall be deemed in default of this Agreement to
the extent that  performance  of its  obligations or attempts to cure any breach
are delayed,  restricted or prevented by reason of any acts of God,  war,  civil
strife, fire, natural disaster, acts of terrorism,  acts of government,  strikes
or labor disputes, inability to obtain on reasonably acceptable terms any public
or private license, permit or other authorization, delay or failure by suppliers
or transporters of materials,  parts,  supplies,  services or equipment,  or any
other act or condition  beyond the  reasonable  control of the parties  provided
that the affected  party gives the other party written  notice  thereof and uses
its best efforts to cure the delay.  In the event that any act of force  majeure
prevents any party from carrying out its obligations  under this Agreement for a
period of more than six  months  (or such  other  period as may be agreed by the
parties),  the other parties may terminate this Agreement without liability upon
30 days written notice.

         14.      Obligations and Liability of WZ and HDI.

                  14.1     Obligations and Liability of WZ.

                  WZ shall actively assist Continental, the Company, Group
Companies and Tianyuan to apply for and maintain the  approvals,  registrations,
licenses,  permits and other government  authorizations and support necessary or
desirable in order for the Company and Tianyuan to undertake the exploration and
development  of the  Property  and  for  Continental  to  participate  in  those
activities.  The parties  confirm for the avoidance of doubt that by agreeing to
provide his active  assistance,  WZ does not guarantee to the other parties that
such  approvals,   registrations,   licenses,   permits  and  other   government
authorizations and support will be available.

                  WZ hereby agrees that he shall be jointly and severally liable
to Continental for all of the  representations  and warranties,  covenants,  and
other  obligations of the Group Companies and ABC under this Agreement,  and for
any breaches of the foregoing,  provided that WZ's aggregated  liability towards


                                       11
<PAGE>

Continental  under  Section 12 shall not exceed  USD 2 million.  Unless  earlier
terminated by provision(s) of this Agreement, WZ's liability towards Continental
under  Section  12 shall be  terminated  two years  from the  signature  of this
Agreement.

                  14.2     Obligations and Liability of HDI.

                  HDI assumes joint and several liability for each of
Continental's obligations under this Agreement.

         15.      Miscellaneous.

                  15.1 Governing Law. This Agreement shall be governed by and
construed  exclusively in accordance with the laws of British  Columbia,  Canada
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the laws of British Columbia,  Canada
to the rights and duties of the parties hereunder.

                  15.2 Non-Assignability. The First Option, Second Option, and
any other rights or obligations  hereunder may not be assigned or transferred by
Continental,  except to Continental's Affiliates.  The rights and obligations of
the ABC in this Agreement may not be assigned or  transferred by ABC,  except to
CTVH after a transfer of at least 50% of the Ordinary Shares held by ABC to CTVH
in accordance with the terms of the CTVH Agreement.  In all other respects,  the
rights and  obligations  of the parties to this Agreement may not be assigned or
transferred.

                  15.3 Amendments. Except as otherwise provided in this
Agreement  (including,  without  limitation,  in  Sections  5.4 and  10.4),  any
provision of this Agreement may be amended only with the written  consent of the
Company,  the  Investors,  and ABC.  The  observance  of any  provision  of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) as to any party only with the written consent of
that party and any party may waive any of its rights hereunder without obtaining
the consent of any other party.  Any amendment or waiver  effected in writing in
accordance  with this  Section  15.3 shall be  binding  upon the  Company,  each
Investor, and their respective successors in interest.

                  15.4 Entire Agreement. This Agreement constitutes the entire
understanding  and  agreement  between  the  parties  with regard to the subject
matter of this Agreement and supersedes all prior discussions,  negotiations and
agreements, between them with respect to the subject matter hereof.

                  15.5 Notices. Except as may be otherwise provided herein, all
notices,  requests,  waivers  and other  communications  made  pursuant  to this
Agreement shall be in writing and shall be conclusively deemed to have been duly
received:

                           (a)      when hand delivered to the  receiving party,
upon delivery;

                           (b)      when sent by facsimile, upon receipt of con-
firmation of error-free transmission at the number set forth in the preamble;

                           (c)      ten (10) Business  Days after deposit in the
mail as air mail or  certified  mail,  receipt  requested,  postage  prepaid and
addressed to the receiving party as set forth in the preamble; or


                                       12
<PAGE>

                           (d)      seven (7) Business Days  after  deposit with
an overnight delivery service, postage prepaid, addressed to the receiving party
as set  forth  in  the  preamble  with  next-business-day  delivery  guaranteed,
provided that the sending  party  receives a  confirmation  of delivery from the
delivery service provider.

     Each party making a  communication  hereunder by facsimile  shall  promptly
confirm by telephone to the party to whom such  communication was addressed each
communication  made by it by facsimile  pursuant  hereto but the absence of such
confirmation  shall not affect the validity of any such  communication.  A party
may change or supplement  the  addresses  given above,  or designate  additional
addresses, for purposes of this Section 15.5 by giving the other parties written
notice of the new address in the manner set forth above.

                  15.6 Delays or Omissions. No delay or omission to exercise any
right,  power or remedy  accruing to any party hereto upon any breach or default
of any other party  hereto  under this  Agreement,  shall impair any such right,
power or remedy of the aggrieved  party nor shall it be construed to be a waiver
of any such breach or default,  or an  acquiescence  therein,  or of any similar
breach of default thereafter occurring; nor shall any waiver of any other breach
or default theretofore or thereafter occurring.  Any waiver,  permit, consent or
approval of any kind or  character on the part of any party hereto of any breach
of default under this Agreement or any waiver on the part of any party hereto of
any provisions or conditions of this Agreement,  must be in writing and shall be
effective  only to the  extent  specifically  set  forth  in such  writing.  All
remedies,  either under this Agreement,  or by law or otherwise  afforded to the
parties shall be cumulative and not alternative.

                  15.7 Legal Fees. In the event of any action at law, suit in
equity or  arbitration  proceeding  in relation to this  Agreement or the rights
conferred  hereunder,  the Parties  shall be  respectively  responsible  for the
attorney's  fees  and  out-of-pocket   expenses  incurred  in  relation  to  the
abovementioned action at law, suit in equity or arbitration proceeding.

                  15.8 Interpretation; Titles and Subtitles. This Agreement
shall be construed  according to its fair language.  The rule of construction to
the effect that  ambiguities are to be resolved against the drafting party shall
not be employed in interpreting  this Agreement.  The titles of the sections and
subsections of this Agreement are for  convenience of reference only and are not
to be  considered in  construing  this  Agreement.  Unless  otherwise  expressly
provided herein,  all references to Sections and Exhibits herein are to Sections
and Exhibits of this Agreement.

                  15.9 Counterparts.  This  Agreement may  be  executed  in  any
number of  counterparts,  each of which shall be an  original,  but all of which
together shall constitute one instrument.

                  15.10 Severability.  If  any provision  of  this  Agreement is
found to be invalid or unenforceable, then such provision shall be construed, to
the extent  feasible,  so as to render the provision  enforceable and to provide
for the  consummation of the transactions  contemplated  hereby on substantially
the same terms as originally set forth herein, and if no feasible interpretation
would  save such  provision,  it shall be  severed  from the  remainder  of this


                                       13
<PAGE>

Agreement,  which  shall  remain in full  force and effect  unless  the  severed
provision  is essential  to the rights or benefits  intended by the parties.  In
such event,  the parties shall use best efforts to negotiate,  in good faith,  a
substitute,  valid and  enforceable  provision  or  agreement  that most  nearly
effects the parties' intent in entering into this Agreement.

                  15.11 Language of Performance. All notices, communications,
and  proceedings  relating to this  Agreement and the exercise or performance of
the  parties'  respective  rights and duties  hereunder  shall be in the English
language.

                  15.12 Further Assurances. Each party shall from time to time
and at all times hereafter  make, do,  execute,  or cause or procure to be made,
done and executed such further acts, deeds, conveyances, consents and assurances
without  further  consideration,  which may reasonably be required to effect the
transactions contemplated by this Agreement.

                  15.13.   Dispute Resolution.

                           (a)      Negotiation  Between  Parties.  The parties
agree to negotiate in good faith to resolve any dispute  between them  regarding
this Agreement. If the negotiations do not resolve the dispute to the reasonable
satisfaction  of all parties  within  thirty (30) days,  subsection  (c) of this
Section shall apply.

                           (b)      Choice of Law. The formation, validity, in-
terpretation  and performance of this Agreement,  and any disputes arising under
this Agreement, shall be governed by the laws of British Columbia.

                           (c)      Arbitration.  In the event  the parties  are
unable to settle a dispute  between them  regarding this Agreement in accordance
with subsection (a) above, such dispute shall be referred to and finally settled
by arbitration at Hong Kong  International  Arbitration  Centre (the "HKIAC") in
accordance with the UNCITRAL Arbitration Rules (the "UNCITRAL Rules") in effect,
which rules are deemed to be incorporated by reference into this subsection (c),
and as may be amended by the following provisions:

                                (i)      The appointing  authority shall  be the
HKIAC.

                                (ii)     The place of  arbitration  shall  be in
Hong Kong at the HKIAC.

                                (iii)    There  shall be   only  one  arbitrator
chosen by the Parties by agreement in accordance  with the Rules,  provided that
if they do not reach  agreement on the choice of a sole  arbitrator,  then three
arbitrators  shall  be  appointed  in  accordance  with the  Rules.  The sole or
presiding  arbitrator shall not be a citizen of any of Canada,  United States of
America and the PRC.

                                (iv)     Any such  arbitration  shall  be admin-
istered by the HKIAC in accordance  with HKIAC  Procedures  for  Arbitration  in
force at the date of this  Agreement  including  such  additions to the UNCITRAL
Rules as are therein contained.

                                (v)      The language to be used in the arbitral
proceedings shall be English.

                                (vi)     The Group Companies as  a group and the
Investors  shall each submit to the  arbitrators in writing a description of the
facts  relating to, and a requested  remedy for, the  dispute.  The  arbitrators
shall  select  between  the remedy  requested  by the Group  Companies  and that


                                       14
<PAGE>

requested by the  Investors  and it shall award the entire  remedy  selected and
only that remedy. In no event may the arbitrators issue an award that provides a
remedy  less  than,   more  than,  or  in  any  other  way  different  from  the
party-requested remedy that the arbitrators have selected.

                                (vii)    The  arbitration  award shall  be final
and binding on the Parties.

                                (viii)   The  parties understand  and agree that
this provision  regarding  arbitration shall not prevent any party from pursuing
equitable or injunctive  relief in a judicial  forum to compel  another party to
comply with this  provision,  to preserve the status quo prior to the invocation
of  arbitration  under this  provision,  or to prevent or halt  actions that may
result in irreparable  harm. A request for such  equitable or injunctive  relief
shall not waive this arbitration provision.



                            [Signature Pages Follow]



                                       15
<PAGE>




         IN WITNESS WHEREOF, the parties have caused their respective duly
authorized representatives to execute this Agreement as of the date and year
first above written.



                                      Highland Mining Inc.





                                      ____________________________, Director




                                      Tibet Tianyuan Minerals Exploration Ltd.





                                      ____________________, Legal Representative





                                      Leung Yuet Mei






                                      Leung Chi Ming






                                      Chen Yulin






                                       16
<PAGE>



                            China NetTV Holdings Inc.



                            By:
                                ------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                   ---------------------------------------------



                            Continental Minerals Corporation



                           By:
                               -------------------------------------------------

                           Name:
                                ------------------------------------------------

                           Title:
                                  ----------------------------------------------




                           Wang Zhi







                           Hunter Dickinson Inc.




                           By:
                               -------------------------------------------------

                           Name:
                                ------------------------------------------------

                           Title:
                                  ----------------------------------------------



                                       17
<PAGE>


                                    EXHIBIT A


                         FORM OF SHAREHOLDERS AGREEMENT





<PAGE>





                                    EXHIBIT B


                 DESCRIPTION OF PROPERTY AND EXPLORATION PERMIT




<PAGE>



                                    EXHIBIT C


                FORM OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF
                      ASSOCIATION OF HIGHLAND MINING INC.