EXHIBIT 10.2

                             SHAREHOLDERS AGREEMENT

<PAGE>

EXHIBIT 10.2


                             SHAREHOLDERS AGREEMENT



                                  BY AND AMONG



                              HIGHLAND MINING INC.

                   TIBET TIANYUAN MINERALS EXPLORATION LIMITED


                                       AND


                      SHAREHOLDERS OF HIGHLAND MINING INC.

                        CONTINENTAL MINERALS CORPORATION

                            CHINA NETTV HOLDINGS INC.

                                       AND

                                    WANG ZHI






                             DATED 23 December 2004


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                      TABLE OF CONTENTS

SECTION                                                                     PAGE

SECTION 1     DEFINITIONS.....................................................1

SECTION 2     BOARD MATTERS, CORPORATE GOVERNANCE.............................5

SECTION 3     SHAREHOLDERS MEETINGS..........................................11

SECTION 4     RESTRICTIONS ON TRANSFER OF ORDINARY SHARES....................13

SECTION 5     NPI PAYMENT RIGHTS.............................................17

SECTION 6     EXPLORATION BUDGETS............................................18

SECTION 7     COMPANY ANNUAL BUDGETS.........................................21

SECTION 8     TIANYUAN ANNUAL BUDGETS........................................22

SECTION 9     FUNDING OF THE COMPANY.........................................23

SECTION 10    MANAGEMENT STRUCTURES..........................................27

SECTION 11    CERTAIN COVENANTS..............................................27

SECTION 12    TERMINATION OF AGREEMENT.......................................30

SECTION 13    REPRESENTATIONS AND WARRANTIES.................................31

SECTION 14    OBLIGATIONS AND LIABILITY OF WZ................................32

SECTION 15    MISCELLANEOUS..................................................32

SCHEDULE A    ADHERENCE AGREEMENT............................................40

SCHEDULE B    SAMPLE CALCULATIONS............................................41

SCHEDULE C    SAMPLE CALCULATIONS............................................42




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This  SHAREHOLDERS  AGREEMENT (this  "Agreement") is made and entered into as of
[*], 2004 by and among:

(1)  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");

(2)  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");

(3)  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");

(4)  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"); and

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

WHEREAS, Leung Yuet Mei, Leung Chi Ming, Chen Yulin, the Company, Tianyuan, Wang
Zhi,  CTVH,  Hunter  Dickinson Inc. and  Continental  have entered into a Option
Agreement  dated as of 23 December  2004 (the "Option  Agreement"),  pursuant to
which the Company will issue, and Continental will purchase from Leung Yuet Mei,
Leung Chi Ming and Chen  Yulin  shares of the  Company  representing  50% of the
issued  and  outstanding  Ordinary  Shares of the  Company,  as set forth in the
Option Agreement;

WHEREAS,  upon the  exercise  of the first  option  under the Option  Agreement,
Continental will be a shareholder of the Company;

WHEREAS,  the  execution  and  delivery of this  Agreement is a condition to the
closing under the Option Agreement.

NOW, THEREFORE, on the basis of the foregoing premises and the mutual agreements
and covenants set forth in this Agreement, the parties hereto agree as follows:


                              SECTION 1 DEFINITIONS

1.1       Defined Terms.  Unless otherwise  defined herein,  the following terms
          are defined as follows:


                                       1
<PAGE>

          "Affiliate"  shall  mean 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.  The term Affiliate shall, in relation to Continental,
          include Hunter  Dickinson Inc, and any company  directly or indirectly
          controlled by Hunter Dickinson Inc., and in relation to CTVH,  include
          any company directly or indirectly controlled by Wang Zhi.

          "Applicable  Law"  means  with  respect  to any  Person,  any  and all
          provisions of any  constitution,  treaty,  statute,  law,  regulation,
          ordinance,  code, rule,  judgment,  rule of common law, order, decree,
          award, injunction, judgment, Governmental Approval, concession, grant,
          franchise,   license,   agreement,   directive,   guideline,   policy,
          requirement,  or other governmental restriction or any similar form of
          decision  of,  or   determination   by,  or  any   interpretation   or
          administration of any of the foregoing by, any Governmental Authority,
          whether in effect as of the date hereof or thereafter and in each case
          as amended,  applicable  to such Person or its  subsidiaries  or their
          respective assets.

          "Board" means the board of directors of the Company from time to time.

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

          "CEO" means the chief executive  officer of the Company,  appointed in
          accordance with Section 10.1.

          "Company  Annual Budget" means,  for any financial  year, a budget for
          the Company's  operations  during such  financial year prepared by the
          CEO in accordance with Section 7.

          "Confidential Information" means:

          (a)  any information,  data, samples or material  concerning the Party
               supplying or disclosing  such  information or material  including
               but not limited to information  concerning such Party's business,
               financial condition, operations,  technology, plans, research and
               development, assets or liabilities;

         (b)   any  information  or  materials  concerning  any other  entity or
               person  in  respect  of which  the  disclosing  Party is bound by
               obligations  of   confidentiality,   as  the   disclosing   Party
               identifies  to any other  Party  (the  "Recipient")  from time to
               time; and

         (c)   the terms and conditions of this Agreement,  the Option Agreement
               and all  exhibits  and  schedules  attached  hereto and  thereto.
               Confidential Information shall not include information that:

                (i)   was known by the  Recipient  prior  to  disclosure  by the
                      disclosing Party;


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                (ii)  is or  becomes  public  knowledge  other than  through the
                      Recipient's  breach of Section 15.4 of this Agreement; or

                (iii) was obtained by the Recipient from a third party where the
                      Recipient was not aware  that the third party was under an
                      obligation of confidentiality with respect to such informa
                      -tion.

          "Consent" means any consent, approval, authorization,  waiver, permit,
          grant, franchise,  concession,  agreement, license, exemption or order
          of, registration,  certificate,  declaration or filing with, or report
          or notice to, any Person, including any Governmental Authority.

          "Continental"  means  Continental  Minerals  Corporation,   a  British
          Columbia  company with offices at Suite 1020 - 800 West Pender Street,
          Vancouver, British Columbia, Canada, V6C 2V6.

          "Continental  Exploration Program" means an annual exploration program
          and budget in relation to the  Property  submitted by  Continental  in
          accordance with Section 6.4.

          "CTVH  Exploration  Program" means an annual  exploration  program and
          budget in relation to the  Property  submitted  by CTVH in  accordance
          with Section 6.5.

          "Director" means a member of the Board.

          "Encumbrance"  means  any  lien,  pledge,  mortgage,  deed  of  trust,
          security  interest,  claim,  lease,  charge,  option,  right  of first
          refusal,  transfer  restriction,  hypothecation,  encumbrance or other
          security interest of any kind or nature  whatsoever,  or any agreement
          to give or make any of the foregoing.

          "First  Expenditure  Period"  means  the  period  from the date of the
          Option Agreement to November 10, 2006.

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

          "General Manager" means the general manager of Tianyuan,  appointed in
          accordance with Section 10.2.

          "Governmental Approvals" shall mean any action, order,  authorization,
          consent,  approval,  license,  lease, waiver,  franchise,  concession,
          agreement,  license,  ruling,  permit,  tariff,  rate,  certification,
          exemption of, filing or  registration  by or with, or report or notice
          to, any Governmental Authority.

          "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.


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          "Group  Company"  means a Person  (other  than a natural  person or an
          individual) that is controlled by the Company.

          "Net Profits" for a particular financial year means the profits of the
          Company  available  for  distribution  in  respect of that year to the
          shareholders of the Company,  in accordance with GAAP, after deduction
          of operating  expenses,  applicable  taxes,  loan repayments and other
          costs and  financial  commitments,  as well as,  working  capital  and
          reserves  either required by law or determined to be reasonable by the
          Board in order to provide  for  working  capital or for  environmental
          reclamation  in  relation  to the  Company,  Group  Companies  and the
          Property.

          "Offered  Ordinary  Shares" shall mean the Ordinary Shares proposed to
          be Transferred by a Selling Shareholder.

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

          "Party"  means a reference to either CTVH,  the Company,  Continental,
          Tianyuan,  a Group Company or WZ and "Parties"  shall mean a reference
          to two or more of the foregoing.

          "Permitted  Transfer"  means a transfer of shares by a Shareholder (i)
          that is not  prohibited  by the terms of this  Agreement  or any other
          agreement,  instrument,  or  constitutional  document,  (ii) where the
          transferee  has  executed  and  delivered  to the Company an Adherence
          Agreement  substantially  in the form  attached  hereto as Schedule A,
          assuming the obligations of the transferring  Shareholder with respect
          to the  transferred  shares,  and  (iii)  where the  Company  is given
          written  notice  at the  time of such  transfer  stating  the name and
          address of the  transferee and  identifying  the shares of the Company
          that are being transferred.

          "Person"  means  any  individual,  corporation,  partnership,  limited
          liability  company,  firm,  joint  venture,  association,  joint-stock
          company,  trust,  unincorporated  organization,  governmental  body or
          other entity.

          "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 PRC.

          "Restated  Articles" means the Articles of Association of the Company,
          filed with the Registrar of Companies in British Virgin Islands as the
          same may be further amended from time to time after the date hereof in
          accordance with the terms hereof and the terms therein.

          "Restated  Memorandum"  means the  Memorandum  of  Association  of the
          Company dated June 18, 2004,  filed with the Registrar of Companies in
          British Virgin Island as the same may be further  amended from time to
          time after the date hereof in accordance with the terms hereof and the
          terms therein.


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          "Second Expenditure Period" means the period from November 10, 2006 to
          November 10, 2007.

          "Shareholder"  means CTVH,  Continental  and such other  Person as may
          from time to time hold Ordinary  Shares of the Company and have become
          a party to this Agreement in accordance with Section 15.5(b).

          "Selling  Shareholder"  means  the  Shareholder  that  plans  to sell,
          transfer, pledge or otherwise dispose of or permit the sale, transfer,
          pledge,  or other  disposition  of any interest in any of its Ordinary
          Shares.

          "Taxes"  shall mean any  domestic  or foreign  taxes,  charges,  fees,
          levies or other  assessments,  including  any  interest,  penalties or
          additions relating thereto,  imposed by any Governmental  Authority or
          other taxing authority.

          "Tianyuan"  shall mean Tibet  Tianyuan  Minerals  Exploration  Ltd., a
          company  incorporated  under the law of the PRC,  all of the shares of
          which are held by Company.

          "Tianyuan  Annual Budget" means,  for any financial year, a budget for
          the Company's  operations  during such  financial year prepared by the
          General Manager in accordance with Section 8.

          "Tianyuan Board" shall mean the Board of Directors of Tianyuan.

          "Transfer,"  "Transferring"  (or any  correlative  term)  shall mean a
          sale,  assignment,   pledge,  gift,  placement  in  trust  (voting  or
          otherwise)  or transfer by operation of law of, or disposal  (directly
          or  indirectly  and whether or not  voluntary),  and shall include any
          transfer by will or intestate succession.

          "UNCITRAL  Rules" means the  Arbitration  Rules of the United  Nations
          Commission on International Trade Law.

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

          "Warrantors" means the Company, Tianyuan, CTVH and WZ.

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.


                  SECTION 2 BOARD MATTERS, CORPORATE GOVERNANCE

2.1      Election of Directors to the Board.

         (a)   The Board shall initially consist of six (6) Directors.


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         (b)   For so long as (1) Continental  and CTVH are  shareholders of the
               Company  and  the  Company  has no  other  shareholders  and  (2)
               Continental  holds  at  least  50%  of the  outstanding  Ordinary
               Shares:

                (i)   CTVH shall be entitled to designate three Directors and

                (ii)  Continental shall be entitled to designate three
Directors.

         (c)   If a party other than  Continental and CTVH holds Ordinary Shares
               or Continental  holds less than 50% of the  outstanding  Ordinary
               Shares,  then the Board shall be reconstituted  with a maximum of
               nine (9)  Directors  and each  Shareholder  shall be  entitled to
               designate  one  Director  for each full eleven  percent  (11%) of
               outstanding Ordinary Shares held by such Shareholder.

         (d)   The  Shareholders  shall  take  all  action  (including,  without
               limitation,  voting the Ordinary  Shares  owned by each,  calling
               extraordinary   meetings  of   shareholders   and  executing  and
               delivering  written  consents,  and obtaining the  resignation or
               removal of incumbent  directors) necessary to elect the Directors
               designated by the  Shareholders in accordance with the provisions
               of (b) and (c) of this Section 2.1, including amendments, if any,
               to the Restated Articles.

         (e)   The  Directors  elected  pursuant  to this  Section  2.1 shall be
               entitled  to appoint  alternates  to serve at any  meeting of the
               Board or of any committee  thereto,  and such alternates shall be
               permitted to attend all meetings of the Board or of any committee
               and vote on the Director's behalf. An alternate director,  whilst
               acting in the place of a Director who appointed him or her, shall
               exercise  and  discharge  all the  duties  and  functions  of the
               Director he or she  represents.  The  appointment of an alternate
               director  shall cease on the happening of any event which,  if he
               or she were a  Director,  would cause him or her to cease to be a
               Director,  or if a Director  gives notice to the secretary of the
               Company that the alternate director representing him or her shall
               have ceased to represent such Director.

         (f)   No Director  shall be removed except by the  affirmative  vote of
               the  Shareholder  designating  such  Director,  however the other
               Shareholders  may  remove a Director  due to bad  faith,  willful
               misconduct, fraud, or a breach of the standards of behavior while
               in Tibet that may be  reasonably  expected  to  adversely  affect
               Tibet's  political  stability  or  national  harmony or to offend
               Tibet's  customs  and  traditions,  provided,  however,  that the
               Shareholder  that  designated  such Director shall be entitled to
               designate the replacement of a Director so removed.

         (g)   Subject to Section 2.1(h), in the event of a deadlock amongst the
               Board,  the  Chairman of the Board  shall have the casting  vote.
               Continental  shall have the right to appoint the  Chairman of the
               Board, provided, however, that if Continental holds less than 50%
               of the outstanding  Ordinary Shares, the Shareholder  holding the
               largest percentage of outstanding  Ordinary Shares in the Company
               shall have the right to appoint the Chairman of the Board.


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         (h)   In the event that Tianyuan undertakes a CTVH Exploration Program,
               the following supplementary provisions shall apply:

                (i)   one of the Directors designated by CTVH, and not the Chair
                      -man of the Board, shall have a casting vote in respect of
                      all matters  relating to the  CTVH Exploration Program for
                      so long  as the activities under the CTVH Exploration Pro-
                      gram  are  conducted  in  a  good  workmanlike,  safe  and
                      efficient  manner  in  accordance  with  sound  mining and
                      applicable  industry  standards  and  practice  in  China,
                      including  the issuance of shares by the  Company to  fund
                      the CTVH Exploration Program; and

                (ii)  the Chairman of the Board shall have a casting vote on all
                      other deadlocked matters, if any, excluding matters relat-
                      ing to the CTVH Exploration Program.

         (i)   Subject to the  limitations in this Agreement,  the  Shareholders
               shall not take any  action  that may  result in  Continental  not
               having control of the Board.

2.2      Election of Directors to Tianyuan.

         (a)   The  Parties  shall take such  actions as shall be  necessary  to
               ensure that the Tianyuan Board shall be the same size and include
               the same individuals as the Board from time to time.

         (b)   The  Parties  shall  procure  that,  to the extent  permitted  by
               relevant  law,  all  corporate  actions of Tianyuan and any other
               direct or indirect  subsidiary  of the Company,  shall follow the
               instruction  of  the  Board,   subject  always  to  the  approval
               requirement of Section 3.

2.3      Board Meetings.

         (a)   The Board shall appoint a secretary,  who need not be a Director.
               The secretary  shall, on the  instructions of the Chairman of the
               Board,  give the  required  notice to the  Directors,  shall duly
               record  the  minutes  of all  meetings  of the  Board  and  shall
               distribute  such minutes to the  Directors.  The secretary  shall
               certify in such  minutes  that proper  notice of a meeting of the
               Board was given in accordance with this Section 2.3.

         (b)   Notice of each Board meeting  shall be given at least  twenty-one
               (21) days prior (exclusive of the day of receipt).  The secretary
               shall  send such  notice  together  with a draft  agenda  for the
               meeting  to all the  Directors.  The  secretary  shall  at  least
               fourteen (14) days prior to the meeting send to all the Directors
               the final  agenda for the  meeting,  with such  additions  to the
               agenda a Director may have  requested.  The secretary  shall also
               circulate  minutes  of each Board  meeting  to all the  Directors
               within  fourteen  (14) days after the date of each such  meeting.
               The Directors  shall confirm in writing its receipt of the notice
               and agenda within seven (7) days upon its receipt of such notice.

         (c)   Topics or  proposals  not listed in the final agenda set forth in
               Section  2.3(b)  shall not be put to vote in the  meeting  of the


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               directors,  unless  unanimously  approved by all Directors of the
               Company, present or not.

         (d)   Board meetings shall be held at such times and at such places and
               in any such manner as the  Directors may from time to time decide
               but shall be held at least  semi-annually until such time as mine
               development work commences.  Any Director shall have the right to
               convene a Board meeting at any time upon due notice.

         (e)   The Board shall meet quarterly to discuss:

                (i)   the performance of the Company's business;
                (ii)  detailed  management  accounts  prepared by the Company to
                      show its  results for  the  prior  quarter  for each Group
                      Company and on a consolidated basis;
                (iii) the Company's performance vis-a-vis the Company Annual
                      Budget;
                (iv)  personnel  matters,  including  performance and  retention
                      issues; and
                (v)   any other significant matters.

        (f)    Meetings  of the Board and of any  committee  of the Board may be
               held by telephone or other  electronic  means whereby all persons
               participating  in the meeting can hear each other.  Directors may
               elect to attend any Board or committee meeting by such electronic
               means.

        (g)    For so long as (1) Continental  and CTVH are  shareholders of the
               Company  and  the  Company  has no  other  shareholders  and  (2)
               Continental holds 50% or more of the outstanding Ordinary Shares,
               a quorum of the Board or the Tianyuan Board shall consist of four
               directors  present in person or by alternate  or proxy,  at least
               two of whom shall be the  directors  designated  by  Continental.
               Quorum otherwise shall consist of a majority of directors present
               in person or by  alternate  or proxy,  provided  that (so long as
               such  party has the right to  designate  a  director)  one of the
               directors  constituting  quorum shall be a director designated by
               CTVH  and one of the  directors  constituting  quorum  shall be a
               director designated by Continental.

2.4      Resolutions and Voting.

        (a)    Except  for  matters  required  by law to be  dealt  with  by the
               Company's  shareholders and the restrictions contained in Section
               3, the Restated  Articles of the Company  shall  provide that all
               decisions  of the Company  shall be  resolved by simple  majority
               vote of the Board at a properly constituted meeting. In the event
               that a quorum for a meeting of the Board or Tianyuan Board is not
               present  within  thirty (30) minutes after the time at which such
               meeting  was to have  commenced  according  to the  terms  of the
               notice convening such meeting,  the meeting shall stand adjourned
               to a place,  date, and time determined by the directors  present,
               which date shall not be sooner than five (5) Business Days later.
               The directors not present shall  forthwith be informed in writing
               of the  adjournment  of the meeting and the place,  date and time
               for the  resumption of the adjourned  meeting.  If by thirty (30)
               minutes after the time at which such resumed  meeting was to have
               commenced  a quorum is not  present,  the members of the Board or
               Tianyuan Board then present shall constitute a quorum.


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<PAGE>

        (b)    The  Board may adopt  any  resolution  without a meeting  if such
               resolution is signed by at least the number of directors required
               for a quorum  at a Board  meeting.  Information  supporting  such
               resolution  must be sent in written form to all of the  directors
               then holding office and the resolution for signature must be sent
               to the  directors  no  sooner  than  seven  (7)  days  after  the
               supporting information having been sent to the directors.

        (c)    Directors nominated by Continental shall have no right to vote on
               the approval of the costing of the provision by Continental or an
               Affiliate of  Continental  of technical or other  services to the
               Company  or  Group  Companies  as set out in the  Company  Annual
               Budget,  except matters  associated with the  implementation of a
               Continental Exploration Budget.ii

        (d)    Directors  nominated  by  CTVH  shall  have no  right  to vote on
               matters involving CTVH or an Affiliate of CTVH, excluding matters
               related to the  subscription  by CTVH or an Affiliate of CTVH for
               the  issuance  of  Ordinary  Shares of the  Company  and  matters
               associated with the implementation of a CTVH Exploration Budget.

 2.5     Expenses.

          The Company shall reimburse the Directors elected pursuant to Sections
          2.1 and 2.2 for all  reasonable  expenses  relating  to all  Board and
          Tianyuan Board activities,  including, without limitation, expenses or
          fees  incurred in relation to attending  the Board and Tianyuan  Board
          meetings or meetings of any  committee.  Directors  expenses  incurred
          shall  form  part  of the  expenditure  in  terms  of the  Continental
          Exploration Program or CTVH Exploration Program (as the case may be).

2.6      Committees.

         2.6.1    At such time as the Company engages in mining activities in
                  relation to the Property, the Board shall establish committees
                  in accordance with this Section 2.6 consisting of Directors of
                  the Company to deal with matters delegated to such committees
                  by the Board.

         2.6.2    Audit Committee.
                  ---------------

                  (a)      The audit committee, if any, shall consist of four
                           (4) members, of which at least one member shall be a
                           Director designated by CTVH as long as CTVH holds not
                           less than twenty-five percent (25%) of the Ordinary
                           Shares of the Company. A Director designated by the
                           largest shareholder of the Company shall be the
                           chairman of the audit committee. The chairman shall
                           have a casting vote.

                  (b)      The duties of the audit committee shall include:

                           (i)      recommending the selection of the external
                                    auditor to the Board;

                           (ii)     reviewing the external audit plan;

                           (iii)    evaluating the annual audited financial
                                    statements;


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<PAGE>

                           (iv)     overseeing the external audit process and
                                    audit results;

                           (v)      monitoring the external auditor's indepen-
                                    dence;

                           (vi)     monitoring internal control over financial
                                    reporting;

                           (vii)    overseeing the internal audit function; and

                           (viii)   evaluating interim financial statements and
                                    the external auditor's review of those state
                                    -ments.

         2.6.3    Management Committee.

                  (a)      The management committee, if any, shall consist of
                           four (4) members, of which at least one member shall
                           be a Director designated by CTVH as long as CTVH
                           holds not less than twenty-five percent (25%) of the
                           Ordinary Shares in the Company. A Director designated
                           by the largest shareholder of the Company shall be
                           the chairman of the management committee. The
                           chairman shall have a casting vote.

                  (b)      The duties of the management committee shall include:

                           (i)      reviewing the operations of the Company and
                                    Group Companies;

                           (ii)     reviewing the detailed management accounts
                                    of the Company and Group Companies; and

                           (iii)    reviewing the financial accounts of the
                                    Company and Group Companies

         2.6.4    Compensation Committee.

                  (a)      The compensation committee, if any, shall consist of
                           four (4) members, of which at least one member shall
                           be a Director designated by CTVH as long as CTVH
                           holds not less than twenty-five percent (25%) of the
                           Ordinary Shares of the Company. A Director designated
                           by the largest shareholder of the Company shall be
                           the chairman of the compensation committee. The
                           chairman shall have a casting vote.

                  (b)      The duties of the compensation committee shall
                           include:

                           (i)      determining remuneration policies; and

                           (ii)     recommending the remuneration of senior
                                    officers, consultants and technical person-
                                    nel of the Company and Group Companies to
                                    the Board.


                                       10
<PAGE>

         2.6.5    Procedures for Committee Meetings.

                  Meetings of each committee shall be held in accordance with
the following procedures:

                  (a)      Meetings of each committee shall be held no less
                           often than every six months and at such places and in
                           any such manner as the members of such committee may
                           from time to time decide.

                  (b)      The quorum of the meeting of a committee shall be two
                           members, and decisions shall be passed by simple
                           majority.

                  (c)      A resolution in writing circulated to all the members
                           of a committee or their representatives and signed by
                           all of the members or their representatives shall be
                           as valid and effectual as if it had been passed at a
                           duly held meeting of the committee. For such
                           purposes, a signature sent by facsimile, or by email
                           using a PDF file or some other similar electronic
                           imaging software, shall be deemed a written
                           signature.

2.7      Director Information.

         The Company shall furnish to each Director of the Board:

         (a)   promptly after the delivery  thereof,  all management  letters of
               accountants relating to the Company or any Group Company;

         (b)   promptly upon any executive  officer  obtaining  actual knowledge
               thereof and in any event promptly upon delivery or receipt by the
               Company  or any Group  Company of any  notice  relating  thereto,
               written notification of:

                  (i)      the occurrence of any default or breach under any
                           material agreement to which the Company or any Group
                           Company is a party; and

                  (ii)     the commencement of any material legal or regulatory
                           proceeding, action or investigation to which the
                           Company or any Group Company is a party.

2.8      Officers.

         Unless stated otherwise in this Agreement, the Board shall have the
         absolute right, in its sole discretion, to appoint or remove senior
         officers of the Company or any Group Company (other than the CEO), with
         or without cause, subject to all Applicable Laws.


                        SECTION 3 SHAREHOLDERS' MEETINGS

3.1      Quorum.

         The quorum for meetings of the Shareholders of the Company shall be the
         presence of the duly authorized representative (whose authority shall
         be in writing) of each Shareholder at the commencement of the meeting.


                                       11
<PAGE>

3.2      Adjournment.

         If a quorum is not present within thirty (30) minutes of the time at
         which a Shareholders' meeting should have commenced at which such
         meeting was to have commenced according to the terms of the notice
         convening such meeting, the meeting shall stand adjourned to a place,
         and a time and on a date not sooner than the fifth (5th) day following
         the date on which the meeting was adjourned, of which adjournment the
         Shareholder not present shall forthwith be informed in writing of the
         meeting and the place, date and time for the resumption of the
         adjourned meeting. If within thirty (30) minutes after the time to
         which the meeting was adjourned as aforesaid, the quorum is still not
         present, the Shareholders then present shall constitute a quorum.

3.3      Actions Requiring Special Consent.

         Notwithstanding anything herein that may be to the contrary, each of
         the Shareholders undertakes to each other that it shall exercise all
         its powers in relation to the Company so as to procure (insofar as it
         is able) that, in addition to any other approvals required by
         Applicable Law, the Restated Memorandum and the Restated Articles or
         any equivalent organizational documents of any Group Company, the
         following matters shall not be effected in relation to the Company or
         any Group Company, without the unanimous consent of the Shareholders:

        (a)    the  amendment,  alteration,  or repeal of any  provision  of the
               Restated  Memorandum or Restated Articles,  or the constitutional
               documents of any Group Company;

        (b)    any  alteration  or   reorganization  of  the  share  capital  or
               registered   capital  of  the  Company  or  any  Group   Company,
               including,   without   limitation,   reduction,    consolidation,
               subdivision  or conversion  thereof,  or the rights in respect of
               any  share  capital,  but  excluding  any  increase  in the share
               capital;

        (c)    except as  provided  herein,  the  payment  or  declaration  of a
               distribution  or dividend,  including,  without  limitation,  the
               redemption or repurchase of any such capital shares;

        (d)    any issuance of capital  share of the Company in class other than
               Ordinary Shares;

        (e)    the merger,  amalgamation or  consolidation of the Company or any
               Group  Company  with any Person,  or the sale,  lease,  exchange,
               transfer,  contribution,  Encumbrance or other disposition of all
               or substantially all of the consolidated assets of the Company or
               any Group  Company  (whether in an  individual  transaction  or a
               series  of  related  transactions),  or  the  purchase  or  other
               acquisition of all or substantially  all of the assets of another
               Person,  or the  reorganization  of  the  Company  or  any  Group
               Company;

        (f)    any  voluntary  dissolution,  winding-up  or  liquidation  of the
               Company or any Group Company;


                                       12
<PAGE>

        (g)    except as provided  herein,  any increase or decrease in the size
               of the Board or the board of directors or similar  governing body
               of any Group Company;

        (h)    any major corporate or financial commitment,  expenditure or cash
               disbursement on the part of the Company or any Group Company that
               could  result in a variance  from the  Company  Annual  Budget of
               greater than twenty percent (20%);

        (i)    the giving of any  guarantee  or  indemnity by the Company or any
               Group  Company  regarding or in  connection  with any  borrowing,
               other than  borrowings  by the Company or a Group  Company in the
               normal course of business;

        (j)    any change in  accounting  principles of the Company or any Group
               Company, except as required by the Applicable Law;

        (k)    the  creation of any  Encumbrance  (other  than those  created by
               operation  of law) with  respect to assets of the  Company or any
               Group Company, other than in the normal course of business; and

        (l)    the consideration of and, as may be appropriate,  the approval of
               any  material  diversification  or  investment,  or a  change  of
               business,  subject to the appropriate  governmental approvals (if
               required).


              SECTION 4 RESTRICTIONS ON TRANSFER OF ORDINARY SHARES

4.1      Legends.

         Each certificate representing Ordinary Shares of the Company shall be
         stamped or otherwise imprinted with a legend in substantially the
         following form in the English language pursuant to this Agreement:

                  "THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF
                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
                  THE TERMS AND CONDITIONS OF A CERTAIN SHAREHOLDERS AGREEMENT
                  BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS OF THE
                  COMPANY. COPIES OF THE SHAREHOLDERS AGREEMENT MAY BE OBTAINED
                  UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."

4.2      Right of First Refusal.

         (a)      Parties' Respective Rights of First Refusal.

                  (i)      Continental shall have the right to Transfer its
                           Ordinary Shares provided that the other Shareholders
                           then holding Ordinary Shares have first been offered
                           the Ordinary Shares on the same terms as Continental
                           proposes to accept in accordance with this Section
                           4.2. Any Transfer of Ordinary Shares to an Affiliate


                                       13
<PAGE>

                           of Continental shall not require Continental to first
                           offer the Ordinary Shares to be Transferred to the
                           Other Shareholders.

                  (ii)     Each Shareholder other than Continental shall have
                           the right to Transfer its Ordinary Shares in the
                           Company provided that such Shareholder has first
                           offered Continental the Ordinary Shares on the same
                           terms as the Shareholder that is selling proposes to
                           accept in accordance with this Section 4.2. Any
                           Transfer of Ordinary Shares to an Affiliate of CTVH
                           shall not require CTVH to first offer the Ordinary
                           Shares to be Transferred to Continental.

                  (iii)    The transferee in relation to a Transfer permitted
                           under this Section 4.2 shall execute and deliver to
                           the Company an Adherence Agreement substantially in
                           the form attached hereto as Schedule A, assuming the
                           obligations of the transferring Shareholder with
                           respect to the transferred shares.

         (b)      Transfer Notice.

                  Each Shareholder agrees that if at any time it plans to
                  Transfer any of its Offered Ordinary Shares, then such Selling
                  Shareholder shall give the Shareholder having a right of first
                  refusal in relation to the Offered Ordinary Shares in
                  accordance with Section 4.2(a) (the "RFR Shareholders") a
                  written notice of its intention to make such Transfer ("First
                  Transfer Notice"), which such First Transfer Notice shall
                  include:

                  (i)      the number of Offered Ordinary Shares;

                  (ii)     the identity of the prospective transferee(s); and

                  (iii)    the consideration and the material terms and
                           conditions upon which the proposed Transfer is to be
                           made.

                  The First Transfer Notice shall certify that such Selling
                  Shareholder has received a firm offer from a third party
                  transferee(s) and in good faith believes a binding agreement
                  for the Transfer is obtainable on the terms set forth in the
                  First Transfer Notice. The First Transfer Notice shall also
                  include a copy of any written proposal, term sheet or letter
                  of intent or other agreement relating to the proposed
                  Transfer.

         (c)      Purchase Notice.

                  Within thirty (30) days following the receipt of the First
                  Transfer Notice (subject to extension as provided in Sections
                  4.2(d)(iii) and 4.2(d)(iv)), RFR Shareholders may exercise
                  their right of first refusal by giving notice, pursuant to
                  Sections 4.2(d), to the Selling Shareholder ("Purchase
                  Notice"), with a copy to the Company. If an RFR Shareholder
                  fails to deliver the Purchase Notice within thirty (30) days
                  following the receipt of a First Transfer Notice, it may not
                  exercise its right of first refusal in such Transfer.


                                       14
<PAGE>

         (d)      RFR Shareholders' Right of First Refusal.
                  ----------------------------------------

                  (i)      If an RFR Shareholder elects to exercise its right of
                           first refusal, its Purchase Notice shall set forth
                           the number of Offered Ordinary Shares such Remaining
                           Shareholder wishes to purchase, subject to a maximum
                           of its right of first refusal pro rata amount,
                           calculated immediately prior to the time of the
                           purchase hereunder from the Selling Shareholder.

                  (ii)     Immediately following the expiration of the thirty
                           (30) day period referred to in Section  4.2(c) above,
                           the Selling Shareholder shall send out a second
                           notice ("Second Transfer Notice") to each RFR Share-
                           holder that exercised its right of first refusal
                           regarding the First Transfer Notice ("Purchasing
                           Shareholder"), with a copy to the Company, setting
                           forth the number of shares that remain unpurchased
                           from the First Transfer Notice ("Remaining Shares").
                           Each Purchasing Shareholder shall have fifteen (15)
                           Business Days from the date of receipt of the Second
                           Transfer Notice to purchase up to that portion of the
                           Remaining Shares equal to the proportion that the
                           number of Ordinary Shares held by such Purchasing
                           Shareholder bears to the total number of Ordinary
                           Shares held by all Purchasing Shareholders who wish
                           to purchase the Remaining Shares by giving Notice to
                           the Selling Shareholder ("Second Purchase Notice").

                  (iii)    Should any Shareholder be wound-up, liquidated,
                           placed under judicial management, whether provision-
                           ally or finally and whether voluntarily or
                           compulsorily (other than for the purposes of a recon-
                           struction or amalgamation) then the Shareholder shall
                           be deemed, on the day immediately preceding the
                           occurrence of such event, to have offered all its
                           Ordinary Shares in the Company to the other Share-
                           holders, and the price per Ordinary Share shall be
                           the greater of the original subscription price paid
                           by the Selling Shareholder for such Offered Ordinary
                           Shares (appropriately adjusted for share splits,
                           share dividends, combinations and the like) or the
                           fair market value of such Offered Ordinary Shares,
                           which shall be a price determined in good faith by
                           the Board reflecting the current value of the Offered
                           Ordinary Shares in view of the present earnings and
                           future prospects of the Company, determined within
                           thirty (30) days after receipt by the RFR Sharehold-
                           ers of the First Transfer Notice.  In the event that
                           the Selling Shareholder or his or her executor dis-
                           agrees with such valuation as determined by the
                           Board, the Selling Shareholder or his or her executor
                           shall be entitled to have the valuation determined by
                           an independent appraiser to be mutually agreed upon
                           by the RFR Shareholders and the Selling Shareholder
                           or his or her executor, the fees of which appraiser
                           shall be borne by the Selling Shareholder or his or
                           her estate.  The thirty (30) day period specified in
                           Section 4.2(c) shall be extended to the fifth (5th)
                           Business Day after a valuation  pursuant to this
                           Section 4.2(d)(iii) has been determined to be final
                           and binding.


                                       15
<PAGE>

                  (iv)     In the event the consideration for the Offered Shares
                           specified in a First Transfer Notice is payable in
                           property other than cash and the Selling Shareholder
                           and the RFR Shareholders who wish to purchase
                           the Offered Shares (acting together) cannot agree on
                           the cash value of such property within thirty (30)
                           days after such RFR Shareholders' receipt of the
                           First Transfer Notice, the value of such property
                           shall be determined by an independent appraiser to be
                           mutually agreed upon by the Selling Shareholder and
                           such RFR Shareholders (acting together) within one
                           month from its appointment, and such determination
                           shall be final and binding on the Selling Shareholder
                           and such RFR Shareholders. The cost of such appraisal
                           shall be paid by the Shareholders whose value is the
                           furthest away from the value determined by the inde-
                           pendent appraiser.  The thirty (30) day period speci-
                           fied in Section 8.1(c) shall be extended to the fifth
                           (5th) Business Day after a valuation pursuant to this
                           Section 8.1(d)(iv) has been determined to be final
                           and binding.

                  (v)      The exercise (whether in full or in part) or
                           non-exercise of any right of first refusal by any
                           Remaining Shareholder to purchase or participate in
                           one or more proposals to Transfer any Offered
                           Ordinary Shares shall not adversely affect its rights
                           to purchase or participate in subsequent Transfers of
                           Offered Ordinary Shares.

                  (vi)     Notwithstanding any rights or rights of first refusal
                           in this Section 4.2, in the event the RFR
                           Shareholders do not purchase all of the offered
                           Ordinary Shares that remain available in the Second
                           Transfer Notice, the Selling Shareholder may cancel
                           all sales to RFR Shareholders and Transfer all of the
                           Offered Ordinary Shares to the third party
                           transferee(s) on the terms set forth in the First
                           Transfer Notice.

4.3      Non-Exercise of Rights.

         Completion of the Transfer of the Offered Ordinary Shares to the third
         party transferee(s) set forth in the First Transfer Notice (and if
         applicable, the Purchasing Shareholders) shall occur no later than the
         later of (i) thirty (30) days after the receipt of the Second Transfer
         Notice or (ii) the determination of the value of the shares by an
         independent appraiser pursuant to Sections 4.2(d)(iii) and 4.2(d)(iv).
         If no RFR Shareholder elects to exercise the right of first refusal,
         all but not less than all Offered Ordinary Shares may be transferred in
         accordance with the First Transfer Notice. The Selling Shareholder
         shall procure, as a condition of the effectiveness of the Transfer of
         the Offered Ordinary Shares, that the third party transferee(s) assume
         the obligations of the Selling Shareholder under this Agreement by
         executing and delivering to the Company an Adherence Agreement
         substantially in the form attached hereto as Schedule A. Unless written
         consent of each RFR Shareholder is obtained, if such Transfer is not
         completed within the time period prescribed in this Section 4.3, or if
         any proposed terms or conditions with respect to the Transfer of the
         Offered Shares become more favorable to the proposed purchaser than
         those set forth in the First Transfer Notice, then such proposed
         Transfer shall again be subject to the right of first refusal, and the
         procedures in connection therewith, set forth in Section 4.2.


                                       16
<PAGE>

4.4      Disclosure to Proposed Transferees.

         Each holder of Ordinary Shares shall be entitled to disclose to any
         third party transferee(s) of Ordinary Shares any information,
         documents, or materials concerning the Company and Group Companies
         known to or in the possession of such holder, and the Company shall
         provide any assistance or cooperation reasonably requested by such
         holder or any third party transferee in connection with such third
         party transferee's due diligence investigation of the Company subject
         to appropriate nondisclosure arrangements.


                          SECTION 5 NPI PAYMENT RIGHTS

5.1      The Shareholders of the Company will be entitled to share in dividends
         of the Company and in the distribution of net proceeds upon a
         liquidation of the assets of Company according to their respective
         shareholdings in the Company, provided that if the shareholding in the
         Company in aggregate held by either CTVH or Continental, and only CTVH
         or Continental (as the case may be), (such party a "Selecting
         Shareholder") falls below 15%, then the Selecting Shareholder will have
         an once-off option, exercisable by notice to the other Shareholder, no
         later than 30 days after its aggregated shareholding falls below the
         aforementioned 15%, to:

        (a)      continue to hold its Ordinary Shares to be entitled to receive
                 its share of dividends of the Company according to its
                 shareholding and to be liable to make equity contributions
                 according to its shareholding in accordance with Section 9; or

        (b)      to the extent permitted by law, redeem its Ordinary Shares in
                 exchange for an annual payment, payable ninety (90) days after
                 the financial year end of the Company or the date that the
                 Company distributes dividends to its shareholders, whichever
                 date is the later, (a "BVI NPI Payment") in respect of each
                 financial year of the Company following the date of redemption,
                 calculated at a fixed rate of 12.5% of the Net Profits, which
                 BVI NPI Payments shall be subject to the following provisions:

                (i)    subject to subclauses (ii), (iii) below, BVI NPI Payments
                       will not accrue or be payable to the Selecting
                       Shareholder until after the other Shareholder or
                       Shareholders (as the case may be) have recovered through
                       their receipt of dividends from the Company all of their
                       "BVI Excess Investment" (as defined below);

                (ii)   in respect of any financial year before BVI NPI Payments
                       have accrued and become payable in accordance with
                       subclause (i) above, and provided that in any event that
                       the Company has BVI Net Profits of no less than US$2
                       million, the Selecting Shareholder shall be entitled to a
                       fixed interim payment of US$250,000;

                (iii)  once BVI NPI Payments have accrued and become payable in
                       accordance with subclauses (i) and (ii) above, then the
                       first US$250,000 of the BVI NPI Payments for each year


                                       17
<PAGE>

                       shall be paid to the Selecting Shareholder, and the
                       remaining amounts accrued, on an aggregated basis, shall
                       be reduced by the amount of any interim payments the
                       Selecting Shareholder has received in accordance with
                       subclause (ii) above until all such previously paid fixed
                       interim amounts have been accounted for as a credit to
                       the amounts otherwise due to the Selecting Shareholder;
                       and

                (iv)   the Company shall provide the Selecting Shareholder with
                       an audit certificate evidencing the calculation of the
                       BVI NPI Payment for that year.

5.2      The term "BVI Excess Investment" means all loan and equity capital
         invested, provided and or contributed to the Company by the other
         Shareholders, as well as any additional investment not accounted for in
         such loan or equity capital and made by the other Shareholders in
         relation to the Company, Group Companies and the Property directly or
         indirectly under the terms hereof and not otherwise accounted for as
         part of the Company's loan or equity capital after the point at which
         the shareholding of the Selecting Shareholder falls below 15% of the
         total shareholders equity capital, plus interest on such funds at the
         interest rate published calculated in accordance with the prime
         overdraft rate charged by the Bank of Montreal, Canada to its corporate
         customers.

5.3      The Parties will enter into a Net Profits Agreement concurrently with
         such Shareholders exercising their option to receive the Net Profits,
         in a form satisfactory to the other Shareholders. An example of the
         calculations above is attached as Schedule B.


                          SECTION 6 EXPLORATION BUDGETS

6.1      Business.

         The business of the Group Companies shall be the exploration for
         minerals on and under the Property, the compilation of a bankable
         feasibility study on exploiting the minerals on and under the Property,
         and the mining and beneficiation of the minerals on and under the
         Property.

6.2      Exploration Programs and Budgets.

         The Company and Group Companies' exploration operations shall be
         conducted, expenses shall be incurred, and assets shall be acquired
         only pursuant to an approved exploration program and budget. The
         Parties undertake to set the term of each exploration program and
         budget so that the program runs over the same period as the Company's
         financial year after completion of the First Expenditure Period or the
         Second Expenditure Period (as the case may be).

6.3      Preparation of Exploration Programs and Budgets.

         (a)      Continental shall prepare "the Continental Exploration
                  Program" and submit its Continental Exploration Program to


                                       18
<PAGE>

                  each Director no later than forty-five (45) days after the end
                  of the existing Continental Exploration Program, for the
                  Directors' review and adoption in accordance with Section 6.4.

         (b)   The annual  expenditure under a Continental  Exploration  Program
               shall be at least  US$1,000,000,  except that if the  expenditure
               under the previous  Continental  Exploration Program exceeded the
               budgeted  expenditure  amount,  then the excess  amount  ("Excess
               Amount")  shall be  credited  toward  such  minimum  US$1,000,000
               budgeted  annual  expenditure  for  the  subsequent   Continental
               Exploration  Program. In the event that the budgeted  expenditure
               for a Continental  Exploration Program is less than US$1,000,000,
               then  the  shortfall  shall   nonetheless  be  budgeted  for  and
               Continental shall in any case invest no less than US$1,000,000 in
               Ordinary Shares of the Company except in the event where there is
               an Excess Amount in which event the amount  invested by Continual
               shall be no less than the difference between US$1,000,000 and the
               Excess  Amount.  Any amounts so  invested  shall be first used to
               fund  expenditure  under  a  subsequent  Continental  Exploration
               Program.

        (c)    Continental may elect to provide suitable  engineering  expertise
               to  the  Company  and  Tianyuan,  charged  at  the  market  rates
               contemplated  under  the  terms  of the  Continental  Exploration
               Program approved by the Board, and the Company and Tianyuan shall
               engage  personnel  recommended  by Continental to operate all the
               engineering programs.  Continental may elect to have the costs of
               such  provision of expertise  be either (i)  reimbursed  to it by
               Tianyuan or (ii) credited as Continental's  expenditure  incurred
               in relation to the Property.  The costing of such services  shall
               be approved as a separate  budget item in accordance with Section
               2.3.  This  Section  shall apply  mutatis  mutandis to CTVH if it
               proposes a CTVH Exploration Program.

6.4      Review and Adoption of Proposed Programs.

         (a)      Within fourteen (14) days of receipt of a proposed Continental
                  Exploration Program, each Director shall provide their
                  comments or proposed modifications to the proposed Continental
                  Exploration Program, if any, to Continental. Failure to
                  provide comments or modifications shall not preclude a
                  Director from voting for or against the adoption of a
                  Continental Exploration Program.

         (b)      No earlier than fourteen (14) days, but no later than
                  twenty-eight (28) days after submitting the proposed
                  Continental Exploration Program to the Directors, Continental
                  shall submit the Continental Exploration Program, as amended
                  in his sole discretion to take account of Directors' comments
                  and proposed modifications, to the Board.

         (c)   Within  fourteen  (14)  days  after  receipt  of the  Continental
               Exploration  Program,  the Board  and the  Tianyuan  Board  shall
               convene in  accordance  with Sections 2.3 and 2.4 for the purpose
               of reviewing and voting upon the Continental Exploration Program.
               The Board shall give its written notice to all Shareholders as to
               whether it has approved or rejected the  Continental  Exploration
               Program.  In the event that the Board  approves  the  Continental


                                       19
<PAGE>

               Exploration  Program  with  the  exception  of the  budget  items
               relating  to services  to be  rendered  by a  Shareholder  or its
               Affiliates  to the  Company or a Group  Company,  the CEO will be
               entitled to continue the  operations of the Company in accordance
               with  such   Continental   Exploration   Program   excluding  the
               unapproved budget items and the Shareholders will meet to resolve
               the  outstanding  budgetary  items.  Until  such  time  that  the
               Shareholders  resolve the outstanding  budgetary  items,  the CEO
               shall be entitled to incur expenditures for those items up to the
               limit  approved  for those items under the  previous  Continental
               Exploration Program having been approved by the Board.

         (d)      If the Board rejects the Continental Exploration Program, the
                  Shareholders shall meet within fourteen (14) days in order to
                  determine a new exploration program and budget and in the
                  event that the Shareholders are unable to agree on a new
                  exploration program and budget within twenty -eight (28) days
                  of the Board rejecting the Continental Exploration Program,
                  the matter shall be referred for arbitration in terms of
                  Section 15.10.

         (e)   Notwithstanding  the  foregoing,   any  Continental   Exploration
               Program may be  approved  and  adopted by the  unanimous  written
               consent of the Board.

6.5      In the event that Continental fails to submit or fund a Continental
         Exploration Program in accordance with Section 6.3 upon expiry of the
         First Expenditure Period (or if Continental exercises the Second Option
         (as defined in the Option Agreement), then upon expiry of the Second
         Expenditure Period), CTVH shall be entitled to submit the CTVH
         Exploration Program no later than sixty (60) days after the end of the
         existing exploration program and budget to the Board for approval and
         Continental undertakes that it will approve and Continental will cause
         the directors it designated to approve the CTVH Exploration Program if
         it is in accordance with sound mining and applicable industry standards
         and practices in China.

6.6      In the event that Continental:

         (a)      does not elect to fund the CTVH Exploration Program;

         (b)      elects to fund less than US$1,000,000 of the funding required
                  under the terms of the CTVH Exploration Program; or

         (c)      elects to fund less than its pro rata share of the CTVH
                  Exploration Program if that is less than US$1,000,000.

         then CTVH shall be entitled to implement its proposed exploration
         program according to the CTVH Exploration Program and CTVH may elect to
         assume the operatorship, management and administration of the CTVH
         Exploration Program. In the event that Tianyuan undertakes a CTVH
         Exploration Program, the Board voting procedures as set out in Section
         2.1(h) will apply.

6.7      In the event that Continental submits a Continental Exploration Program
         in any period during which CTVH has assumed the operatorship,
         management and administration under a CTVH Exploration Program, the
         operatorship, management and administration of the exploration program
         and budget under the Continental Exploration Program following the
         expiration of the CTVH Exploration Program shall revert to Continental


                                       20
<PAGE>

         and Continental shall have a casting vote for all matters before the
         Board so long as Continental holds 50% or more of the shares of the
         Company.

6.8      The provisions of Section 6.3 will apply mutatis mutandis to CTVH and
         the provisions of 6.5 will apply mutatis mutandis to Continental if
         CTVH's shareholding rises above 50%.

6.9      Program Review.

         The progress of each Continental Exploration Program and each CTVH
         Exploration Program adopted by the Board shall be reviewed at least
         quarterly at meetings of the Board.


                        SECTION 7 COMPANY ANNUAL BUDGETS

7.1      Company Annual Budgets.

         The Company's operations shall be conducted, expenses shall be
         incurred, and assets shall be acquired only pursuant to an approved
         annual budget which shall include on a consolidated basis the Tianyuan
         Annual Budget approved in terms of Section 8 or the Continental
         Exploration Budget or CTVH Exploration Budget (as the case may be)
         approved in terms of Section 6. The annual budget shall include a
         two-year rolling forecast.

7.2      Preparation of the Company Annual Budget.

         The CEO shall on an annual basis prepare and submit a proposed Company
         Annual Budget to each Director no later than forty-five (45) days
         before the end of the current financial year, for the Directors' review
         in accordance with Section 7.3. The provision of services by a
         Shareholder or its Affiliates to the Company or a Group Company and the
         costing of such services shall be approved as separate budget items in
         accordance with Section 2.3.

7.3      Review and Adoption of Company Annual Budget.

         (a)      Within fourteen (14) days of receipt of a proposed Company
                  Annual Budget, each Director shall provide their comments or
                  proposed modifications to the proposed Company Annual Budget,
                  if any, to the CEO. Failure to provide comments or
                  modifications shall not preclude a Director from voting for or
                  against the adoption of a Company Annual Budget.

         (b)      No earlier than fourteen (14) days, but no later than twenty
                  -eight (28) days after submitting the proposed Company Annual
                  Budget to the Directors, the CEO shall submit the Company
                  Annual Budget, as amended in his sole discretion to take
                  account of Directors' comments and proposed modifications, to
                  the Board.


                                       21
<PAGE>

         (c)   Within  fourteen  (14) days after  receipt of the Company  Annual
               Budget,  the Board shall convene for the purpose of reviewing and
               voting  upon the  Company  Annual  Budget.  The Board  shall give
               written notice to all  Shareholders as to whether it has approved
               or rejected  the  Company  Annual  Budget.  In the event that the
               Board  approves the Company  Annual  Budget with the exception of
               the  budget  items  relating  to  services  to be  rendered  by a
               Shareholder  or its Affiliates to the Company or a Group Company,
               the CEO  will be  entitled  to  continue  the  operations  of the
               Company in terms of the  Company  Annual  Budget,  excluding  the
               unapproved  budgetary items,  and the  Shareholders  will meet to
               resolve  the  outstanding  budgetary  item.  The  CEO  may  incur
               expenditure for unapproved budget items if such budget items were
               approved in the previous year's Company Annual Budget having been
               approved by the Board.

         (d)   If the Board rejects the Company Annual Budget,  the Shareholders
               shall meet within  fourteen (14) days in order to determine a new
               Company Annual Budget and in the event that the  Shareholders are
               unable to agree on a new  Company  Annual  Budget  within  twenty
               -eight  (28)  days of the  Board  rejecting  the  Company  Annual
               Budget,  the CEO shall be entitled to operate the Group Companies
               under  the terms of the then  existing  approved  Company  Annual
               Budget until such time as the Board approves a new Company Annual
               Budget.


                        SECTION 8 TIANYUAN ANNUAL BUDGETS

8.1      Tianyuan Annual Budgets.

         Tianyuan's operations shall be conducted, expenses shall be incurred,
         and assets shall be acquired only pursuant to an approved annual
         budget. During the period that the Company operates under either a
         Continental Exploration Program or a CTVH Exploration Program (as the
         case may be), the Continental Exploration Program or a CTVH Exploration
         Program (as the case may be) shall be the deemed to be the Tianyuan
         Annual Budget. The annual budget shall include a two year rolling
         forecast.

8.2      Preparation of the Tianyuan Annual Budget.

         The General Manager shall on an annual basis prepare and submit a
         Tianyuan Annual Budget to each Tianyuan Director no later than sixty
         (60) days before the end of the current financial year, for the
         Tianyuan Directors' review in accordance with Section 8.3. Continental
         may elect to provide suitable engineering expertise, charged at market
         related rates, as agreed in terms of the annual exploration budget and
         program approved by the Board, to the Company and Tianyuan, and the
         Company and Tianyuan shall engage personnel recommended by Continental
         to operate such engineering programs. Continental may elect to have the
         costs of such provision of expertise be either (i) reimbursed to it by
         Tianyuan or (ii) credited as Continental's expenditure incurred in


                                       22
<PAGE>

         relation to the Property. The costing for such services shall be
         approved as separate budget items in accordance with Section 2.3. This
         Section 8.2 shall apply mutatis mutandis to CTVH if it proposes a CTVH
         Exploration Program.

8.3      Review and Adoption of Tianyuan Annual Budget.

         (a)      Within fourteen (14) days of receipt of a proposed Tianyuan
                  Annual Budget, each Tianyuan Director shall provide their
                  comments or proposed modifications to the proposed Tianyuan
                  Annual Budget, if any, to the General Manager. Failure to
                  provide comments or modifications shall not preclude a
                  Tianyuan Director from voting for or against the adoption of a
                  Tianyuan Annual Budget.

         (b)      No earlier than fourteen (14) days, but no later than twenty
                  -eight (28) days after submitting the proposed Tianyuan Annual
                  Budget to the Tianyuan Directors, the General Manager shall
                  submit the Tianyuan Annual Budget, as amended in his sole
                  discretion to take account of the Tianyuan Directors' comments
                  and proposed modifications, to the Tianyuan Board.

         (c)   Within  fourteen (14) days after  receipt of the Tianyuan  Annual
               Budget,  the  Tianyuan  Board  shall  convene  for the purpose of
               reviewing  and voting upon the  Tianyuan  Annual  Budget.  In the
               event that the Board approves the Tianyuan Annual Budget with the
               exception of the budget items relating to services to be rendered
               by a  Shareholder  or its  Affiliates  to the  Company or a Group
               Company,  the General  Manager  will be entitled to continue  the
               operations of the Company in terms of the Tianyuan  Annual Budget
               and  the  Shareholders  will  meet  to  resolve  the  outstanding
               budgetary  item. The General  Manager may incur  expenditure  for
               unapproved  budget items up to the limit  approved for such items
               in  the  previous  year's  Tianyuan  Annual  Budget  having  been
               approved by the Tianyuan Board.

         (d)      If the Tianyuan Board rejects the Tianyuan Annual Budget, the
                  Shareholders shall meet within fourteen (14) days in order to
                  determine a new Tianyuan Annual Budget and in the event that
                  the Shareholders are unable to agree on a new Tianyuan Annual
                  Budget within twenty -eight (28) days of the Tianyuan Board
                  rejecting the Tianyuan Annual Budget, the General Manager
                  shall be entitled to operate Tianyuan under the terms of the
                  then existing approved Tianyuan Annual Budget until such time
                  as the Tianyuan Board approves a new Tianyuan Annual Budget


                        SECTION 9 FUNDING OF THE COMPANY

9.1      Continental having completed its investment into the Company in
         connection with the First Option or Second Option (as the case may be)
         as provided in the Option Agreement, the Board may from time to time by
         simple majority resolution determine that the Company requires
         additional funding in accordance with a Company Annual Budget having
         been approved by the Board. The then Shareholders of Company shall have
         first right to supply such additional funding.

9.2      In the event that the Board determines by simple majority resolution
         that the Company requires additional funding in accordance with the
         terms of an approved Company Annual Budget, the Shareholders shall
         agree to make either equity contributions or shareholders loans to


                                       23
<PAGE>

         Company. If the Shareholders cannot reach agreement on the form of
         funding, the funding will be in the form of shareholders equity and the
         Company shall undertake an issuance of Ordinary Shares to permit such
         funding.

9.3      Pre-emptive Right.

         The Company hereby grants to each Shareholder a right of first refusal
         to subscribe for its pro rata share of any such increase in
         shareholders equity capital that the Company may, from time to time,
         propose. A Shareholder's "pro rata share", for purposes of this
         pre-emptive right, shall be determined according to the number of
         Ordinary Shares owned by such Shareholder immediately prior to the
         issuance of the Ordinary Shares in relation to the total number of
         Ordinary Shares outstanding immediately prior to the issuance of the
         Ordinary Shares. Each Shareholder shall have a right of over-allotment
         such that, if any Shareholder fails to exercise its right hereunder to
         subscribe for its pro rata share of the increase in shareholders equity
         capital, the other Shareholders may subscribe for the non-subscribing
         Shareholder's portion on a pro rata basis in accordance with Section
         9.4 below.

9.4      Issuing Of Ordinary Shares:   Procedures.

         (a)      First Participation Notice.

                  In the event that the Company proposes to undertake an
                  issuance of Ordinary Shares, it shall give to each Shareholder
                  Notice indicating its intention to issue Ordinary Shares,
                  describing the amount of shareholders' equity that the Company
                  proposes to raise and the general terms upon which the Company
                  proposes to issue such Ordinary Shares ("First Participation
                  Notice"). Each Shareholder shall have thirty (30) Business
                  Days from the date of receipt of any such First Participation
                  Notice to agree in writing to subscribe for such Shareholder's
                  pro rata share of such shareholders equity upon the terms and
                  conditions specified in the First Participation Notice by
                  giving written notice to the Company and stating in such
                  notice the quantity of shareholders equity to be subscribed
                  for (not to exceed such Shareholder's pro rata share). If any
                  Shareholder fails to so agree in writing within such thirty
                  (30) Business Day period to subscribe for such Shareholder's
                  full pro rata share of the shareholders' equity, then such
                  Shareholder shall forfeit the right hereunder to subscribe for
                  that part of its pro rata share of such shareholders equity
                  that it did not so agree to subscribe.

         (b)      Second Participation Notice; Oversubscription.

                  If any Shareholder fails to exercise its rights under the
                  First Participation Notice in full in accordance with
                  subsection (a) above, the Company shall promptly give each
                  Shareholder that has exercised its rights under the First
                  Participation Notice in full ("Participating Shareholder") a
                  Second Participation Notice indicating the amount of
                  shareholders equity remaining available for subscription. Each
                  such Participating Shareholder shall have five (5) Business


                                       24
<PAGE>

                  Days from the date of receipt of the Second Participation
                  Notice to elect by written notice to the Company to subscribe
                  for that portion of the remaining shareholders' equity equal
                  to the proportion that the number of Ordinary Shares held by
                  such Participating Shareholder bears to the total number of
                  Ordinary Shares held by all Participating Shareholders who
                  wish to subscribe for the remaining shareholders' equity. If
                  the shareholders equity made available for subscription is not
                  fully subscribed for by the Shareholders following issuance of
                  the Second Participation Notice, the Board may invite
                  investors who are not Shareholders to subscribe for the
                  shareholders equity still available for subscription, subject
                  to the investors being acceptable to the Shareholders and
                  becoming party to this Agreement in accordance with Section
                  15.5(b).

9.5      Failure to Exercise.

         In the event that the Shareholders together fail to subscribe for all
         the Ordinary Shares offered in terms of Section 9.4, the Company may
         reduce the amount of Ordinary Shares to be subscribed for to an amount
         equal to the amount subscribed, or it may offer any unsubscribed
         Ordinary Shares to third parties approved by the holder of a majority
         of Ordinary Shares upon terms not more favorable to the third parties
         than specified in the First Participation Notice. In the event that the
         Company has not issued and sold such Ordinary Shares within ninety (90)
         days after the Shareholders receipt of the First Participation Notice,
         then the Company shall not thereafter issue or sell any Ordinary Shares
         without again first offering such Ordinary Shares to the Shareholders
         pursuant to Section 9.4.

9.6      Timing of Subscription.

         The payment for Ordinary Shares by Shareholders pursuant to this
         Section 9.6 shall occur no later than the time stipulated by the Board,
         provided, however, that the Board shall not require payment earlier
         than thirty (30) days following the Shareholders' receipt of the First
         Participation Notice (or the Second Participation Notice, if such is
         given).

9.7      Termination.

         The right of each Shareholder under this Section 9 shall terminate upon
         such Shareholder ceasing to hold any Ordinary Shares.

9.8      Board Voting for New Issuance of Shares.

         Where CTVH and Continental subscribe the shares to be issued in
         accordance with the above, the new issuance of shares shall be approved
         by the Board with a simple majority.

9.9      Formula for Issuance of New Shares by Company.

         (a)   If Continental  has exercised the First Option but not the Second
               Option under the Option Agreement:

                  (i)      Determination of Shareholders Interest.

                           CTVH's shareholders interest = A divided by (A plus


                                       25
<PAGE>

                           B), expressed as a percentage.

                           Continental's shareholders interest = B divided by (A
                           plus B), expressed as a percentage.

                           Where:

                           A        = The aggregate amount of contributions,
                                    including share capital and surplus, to the
                                    Company, expressed as a US$ amount after
                                    Continental has completed its required
                                    expenditure in relation to the First Option,
                                    if any, plus US$5,000,000 as a deemed amount
                                    for the purpose of calculating CTVH's
                                    shareholders interests, less subscription
                                    monies paid to acquire CTVH's pro rata
                                    number of shares in relation to the First
                                    Option.

                           B        = the aggregate amount of contributions,
                                    including share capital and surplus, to the
                                    Company, expressed as a US$ amount, after
                                    Continental has completed its required
                                    expenditure in relation to the First Option
                                    if any, plus US$5,000,000.

                  (ii)     Determination of number of shares to be issued.

                           The Company will issue at par the number of shares
                           required to equate the shareholding of the
                           Shareholders with their respective shareholders
                           interests as calculated above and the balance of the
                           subscription price will be allocated to the surplus
                           account of the Company.
                           An example calculation is appended as Schedule C.

                  In the event that the Company has Shareholders other than
                  Continental and CTVH, the formula will be amended to include
                  such other Shareholders.

         (b)      If Continental has exercised the Second Option under the
                  Option Agreement and has completed its expenditure under the
                  Second Option, then:

                  (i)      Determination of Shareholders Interest.

                           CTVH's shareholders interest = A divided by (A plus
                           B), expressed as a percentage

                           Continental's shareholders interest = B divided by (A
                           plus B), expressed as a percentage.

                           Where:

                           A        = The aggregate amount of contributions,
                                    including share capital and surplus, to the
                                    Company, expressed as a US$ amount after
                                    Continental has completed its required
                                    expenditure in relation to the Second
                                    Option, if any, plus US$5,333,330 as a
                                    deemed amount for the purpose of calculating


                                       26
<PAGE>

                                    CTVH's shareholders interests, less
                                    subscription monies paid to acquire ABC's
                                    pro rata number of shares in relation to the
                                    First and Second Option.

                           B        = the aggregate amount of contributions,
                                    including share capital and surplus, to the
                                    Company, expressed as a US$ amount, after
                                    Continental has completed its required
                                    expenditure in relation to the Second
                                    Option, if any, plus US$8,000,000.

                  (ii)     Determination of number of shares to be issued.
                           ----------------------------------------------

                           The Company will issue at the nominal value the
                           number of Ordinary Shares required to equate the
                           shareholding of the parties with their respective
                           shareholders interests as calculated above and the
                           balance of the subscription price will be allocated
                           to the surplus account of the Company.

                           An example calculation is appended as Schedule C.

         In the event that the Company has Shareholders other than Continental
         and CTVH, the formula will be amended to include such other
         Shareholders.

9.10     Bank Accounts.

         The Group Companies shall from time to time open an account or accounts
         with such bank or banks as the Board may determine, such accounts to be
         maintained in the name of the relevant Group Company. All monies from
         time to time received by, or on account of, the Group Companies shall
         be deposited forthwith preferably by electronic transfer in such Group
         Company accounts and all disbursements on account of the Group
         Companies shall be drawn upon such Group Company account or accounts.
         Such persons as may from time to time be designated by resolution of
         the Board, may draw cheques in the name of the Group Companies and may
         sign, endorse and accept in the name of the Group Companies, any bills,
         notes, cheques, drafts or other instruments for the purpose of the
         Business of the Group Companies, subject to such restrictions as may
         from time to time be prescribed by the Board.


                        SECTION 10 MANAGEMENT STRUCTURES

10.1     The Company shall have a management organization that is under the
         leadership of the CEO, who shall be an individual nominated by the
         Shareholder holding the largest number of Ordinary Shares of the
         Company and appointed by the Board. In the event that Tianyuan is
         operating a CTVH Exploration Program, CTVH shall have the right to
         remove and nominate the CEO.

10.2     The Company shall cause Tianyuan to set up a management organization
         that is under the leadership of the General Manager, who shall be an
         individual nominated by the CEO of the Company and appointed by the
         Tianyuan Board by simple majority vote.

10.3     In the event that Tianyuan is operating a CTVH Exploration Program,
         CTVH shall have the right to remove any of the personnel of Tianyuan


                                       27
<PAGE>

         and appoint replacement personnel for the duration of the CTVH
         Exploration Program.


                          SECTION 11 CERTAIN COVENANTS

11.1     Covenants of the Company.

        (a)    Accounting;   Financial   Statements   and   Other   Information;
               Inspection Rights.

               The Company covenants to the each of the Shareholders as follows:

                (i)      Accounting.  The Company shall maintain and cause each
                         Group Company to keep complete accounts and records,
                         maintain a system of accounting established and admini-
                         stered in accordance with GAAP, and shall set aside on
                         its books and cause each Group Company to set aside on
                         its books, all such proper reserves as shall be
                         required by GAAP and the Board. The Company shall
                         engage an international firm of auditors to audit its
                         accounts and annual financial statements and to prepare
                         an audit report and KPMG shall be the initial auditors
                         of the Company appointed by the Board.

                (ii)     Financial Statements and Other Information.

                           The Company shall deliver to the Shareholders and the
                           Selecting Shareholder (as the case may be), promptly
                           after the period covered thereby, and in any event
                           within ninety (90) days thereafter, annual audited
                           financial statements of the Company and each Group
                           Company, prepared in accordance with GAAP and
                           certified by an independent reputable international
                           certified public accounting firm or an Affiliate
                           thereof approved by the Board.

                           The Company shall deliver to the Shareholders then
                           holding more than ten percent (10%) of the
                           outstanding Ordinary Shares:

                           (A)      promptly after the period covered thereby,
                                    and in any event within thirty (30) days
                                    thereafter, quarterly unaudited financial
                                    statements of the Company and each Group
                                    Company, prepared in accordance with GAAP,

                           (B)      monthly operational and management reports
                                    or reviews detailing key operational
                                    performance indicators of the Company and
                                    each Group Company within thirty (30) days
                                    after the end of each month,

                           (C)      copies of any resolutions, minutes or
                                    written consents of the Board or committees
                                    of the Company (or similar bodies for any
                                    Group Company), or the Shareholders of the


                                       28
<PAGE>

                                    Company or any Group Company, in each case
                                    within fourteen (14) days following the date
                                    of the applicable meeting or within five (5)
                                    days following the complete execution of the
                                    unanimous written consent,

                           (D)      no later than thirty (30) days before the
                                    commencement of each financial year, the
                                    Company Annual Budget for the upcoming
                                    financial year of the Company and each Group
                                    Company,

                           (E)      general communications from the Company or
                                    any Group Company to its shareholders,
                                    directors or the public at large,

                           (F)      reports or other materials filed by the
                                    Company or any Group Company with any
                                    Governmental Authority;

                           (G)      notice of any material adverse event, condi-
                                    tion or litigation affecting the Company or
                                    any Group Company,

                           (H)      such other information and copies of
                                    documents concerning the business and
                                    operations of the Company or any Group
                                    Company as the Shareholder may request
                                    including without limitation, information
                                    and returns on Taxes, Governmental Approvals
                                    and Consents; and

                           (I)      any information that such Shareholder
                                    reasonably requests in connection with any
                                    domestic or foreign tax or other
                                    governmental filing to be made by such
                                    Shareholder or its Affiliates, provided that
                                    such Shareholder reimburses the Company for
                                    the incidental out-of-pocket costs incurred
                                    by the Company in preparing and delivering
                                    any such information (including reasonable
                                    costs in respect of the Company's own
                                    personnel and facilities).

                (iii)    Inspection Rights.

                           The Company shall permit any representative
                           designated by any Shareholder holding no less than
                           ten percent (10%) of the outstanding Ordinary Shares
                           of the Company, at such Shareholder's expense, to
                           visit and inspect any of the properties or assets of
                           the Company or any Group Company, including its and
                           their books of account (and to make copies thereof
                           and to take extracts therefrom), and to discuss its
                           and their affairs, Taxes, finances and accounts with
                           its and their officers or employees, all at such
                           reasonable times and as often as may be reasonably
                           requested; provided, however, that such rights shall
                           be exercised in a manner so as not to materially and
                           adversely disrupt the ordinary course of business of
                           the Company or any Group Company.

                           The Company shall permit any international accounting
                           firm designated by the Selecting Shareholder, at the
                           Selecting Shareholder's expense, to inspect the books
                           of account of the Company or any Group Company (and
                           to make copies thereof and to take extracts


                                       29
<PAGE>

                           therefrom), all at such reasonable times and as often
                           as may be reasonably requested; provided, however,
                           that such rights shall be exercised in a manner so as
                           not to materially and adversely disrupt the ordinary
                           course of business of the Company or any Group
                           Company.

        (b)      Insurance.

                 The Company shall, and shall cause each Group Company to
                 maintain or cause to be maintained, with financially sound and
                 reputable insurers, insurance with respect to their properties
                 and business against loss or damage of the kinds customarily
                 insured against by corporations of established reputation
                 engaged in the same or similar business in the country or
                 countries in which each of the Company and the Group Company
                 conducts its business, in such amounts as are customarily
                 carried under similar circumstances by such other corporations
                 in such countries. In addition, the Company shall maintain with
                 sound and reputable insurers, insurance with respect to actions
                 of the Board and the officers of the Company in amounts and
                 with insurance carriers satisfactory to Shareholders.



                                       30

<PAGE>


        (c)      Disclosure and Cooperation with Respect to Transfers.

                 Upon the request of any Shareholder, the Company shall:

                (i)     promptly supply to such Shareholder or its third party
                        transferees permitted hereunder, all information
                        regarding the Company required to be delivered in
                        connection with such transfer, if applicable, provided
                        that such transferee enters into a reasonable and
                        customary confidentiality agreement with respect to such
                        information; and

                 (ii)   otherwise cooperate and take all other actions as
                        reasonably requested by such Shareholder in connection
                        with any transfer.

        (d)      Compliance with Applicable Laws; Maintenance of Governmental
                 Approvals.

                (i)     The Company shall (and shall cause each Group Company
                        to) comply at all times in all material respects with
                        all Applicable Laws applicable to the Company or any
                        Group Company.

                (ii)    The Company shall, and shall cause each Group Company,
                        as applicable, to:

                        (1)     keep in full force and effect all such Govern-
                                mental Approvals and Consents, that may be
                                required for:

                                    (a)     the carrying on of its business and
                                            the business of each Group Company,
                                            in each case as it is presently
                                            carried on and is contemplated to be
                                            carried on, and

                                    (b)     the exercise by any Shareholders of
                                            its rights and remedies under any of
                                            such agreements to which it is a
                                            party.

                           (2)      obtain any other Governmental Approvals and
                                    Consents required to be obtained, as soon as
                                    such Governmental Approvals and Consents
                                    become necessary.


                       SECTION 12 TERMINATION OF AGREEMENT

12.1     This Agreement shall terminate with respect to each Shareholder at the
         time at which such Shareholder ceases to own any Ordinary Shares of the
         Company, except that such termination shall not affect:

         (a)   rights  perfected  or  obligations  incurred by such  Shareholder
               under this Agreement prior to such termination, and

         (b)   obligations   expressly  stated  to  survive  such  cessation  of
               ownership of any Ordinary Shares of the Company.



                                       31
<PAGE>

                    SECTION 13 REPRESENTATIONS AND WARRANTIES

13.1       Representations and Warranties of the Warrantors.

         The Warrantors hereby jointly and severally represent and warrant to
         Continental that on the date of this Agreement:

         (a)      Each of the Group Companies, the Company, Tianyuan and CTVH is
                  a company duly organized, validly existing and in good
                  standing under the laws of the jurisdiction of its
                  incorporation;

         (b)      Each of the Warrantors and the Group Companies has full power
                  and authority, and has obtained all necessary consents and
                  approvals to enter into this Agreement and to exercise its
                  rights and perform its obligations under this Agreement. All
                  corporate and other actions required to authorize the
                  execution and delivery of this Agreement and the performance
                  of the obligations in this Agreement has been duly taken by
                  the Warrantors and the Group Companies.

         (c)      Each of the Warrantors has full capacity to enter into this
                  Agreement.

         (d)      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 each of the
                  Warrantors is a party;

         (e)      The execution and delivery of this Agreement and the
                  agreements contemplated hereby by the Warrantors will not
                  violate or result in the breach of the laws of any
                  jurisdiction applicable or pertaining to the Warrantors (as
                  the case may be) or their respective constitutional documents
                  (as the case may be);

         (f)      This Agreement constitutes a legal, valid and binding obliga-
                  tion of each of the Warrantors.

 13.2    Representations and Warranties of Continental.

         Continental hereby represents and warrants to CTVH, the Company,
         Tianyuan, and WZ that on the date of this Agreement:

         (a)      It is a company duly organized, validly existing and in good
                  standing under the laws of the province of British Columbia;

         (b)      It 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;


                                       32
<PAGE>

         (c)      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 it is a party;

         (d)      The execution and delivery of this Agreement and the
                  agreements contemplated hereby by it will not violate or
                  result in the breach of the laws of any jurisdiction
                  applicable or pertaining to it or of its constitutional
                  documents; and

         (e)      This Agreement constitutes a legal, valid and binding obliga-
                  tion of Continental.

 13.3    Survival.

         The representations and warranties in this Section 13 are conditions on
         which the Parties have relied in entering into this Agreement and shall
         survive until the termination of this Agreement. The Parties confirm
         for the avoidance of doubt that no Party may make a claim against
         another Party for a breach of any representation or warranty in this
         Section 13 if such breach has no adverse effect on the benefits, rights
         or interests of the Party entitled to make a claim.


                   SECTION 14 OBLIGATIONS AND LIABILITY OF WZ

14.1 Obligations.

         WZ shall actively assist Continental, the Company, Group Companies and
         Tianyuan to apply for and maintain the Governmental Approvals and other
         approvals, registrations, licenses, permits, 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
         Government Approvals or such other approvals, registrations, licenses,
         permits, authorizations and support will be available.

14.2     Liability.

         WZ's hereby agrees that he shall be liable to Continental for any
         breach of any representation or warranty under Section 13.1 and such
         aggregated liability under Section 13.1 shall not exceed USD$2,000,000.
         Unless terminated earlier by the relevant provision(s) of this
         Agreement, WZ's liability to Continental under Section 13.1 shall be
         terminated two years from the date of this Agreement.


                                       33
<PAGE>

                            SECTION 15 MISCELLANEOUS

15.1     Area of Interest.

         Continental, CTVH and WZ agree that if any of them either becomes aware
         of any interests in any mineral properties within 10 kilometres of the
         perimeter of the Property that may be available for purchase, or if it
         actually makes a purchase of such interests, that any such interests
         will first be offered to Tianyuan for purchase at that party's cost of
         acquisition as paid or payable to a third party, with the decision as
         to whether Tianyuan should purchase the interest being at the sole
         discretion of the Tianyuan Board. The Tianyuan Board shall make a
         decision whether to purchase such interests within twenty (20) days
         after Tianyuan is offered to purchase such interests. The directors
         appointed by the party (or the party itself if it is a director) shall
         abstain from voting on the acquisition of the mineral property in
         question. If the Tianyuan Board cannot make a decision within such time
         period, Tianyuan shall be deemed to have waived the right to purchase
         such interests.

15.2      Laws, Customs and Traditions in Tibet.

          Each Party acknowledges that it will comply with all laws and
          regulations applicable in Tibet.

          The Parties shall make reasonable efforts to cause their employees to
          comply with the laws and regulations applicable in Tibet, and not to
          engage in any activities, or spread any information, while in Tibet
          that may reasonably be expected to adversely affect Tibet's political
          stability or national harmony or to offend Tibet's customs and
          traditions. Such efforts will include:

          (a)     Training employees on the laws and regulations applicable in,
                  and the customs and traditions of, Tibet and the standards of
                  behavior to be maintained while working in Tibet.  CTVH shall
                  assist Continental to prepare and deliver the training;

          (b)     To the extent allowed by law, providing in all employment
                  agreements that the employer has the right to terminate the
                  employment of any employee who commits a serious breach of
                  such standards of behavior;

          (c)     To the extent allowed by law, terminating the employment of
                  employees who commit a serious breach of such standards of
                  behavior, provided that the Company has received notice of
                  such breach from the public security bureau or other
                  government department with authority over the employee.

          If any Party breaches the requirements of this Section 15.2, it must
          commence to remedy the breach on receipt of notice of such breach and
          complete remedy of the breach within one year of receiving the notice
          of such breach, as well as use its reasonable endeavors to mitigate
          the damages.

15.3      Notices.

         All notices, requests, demands, approvals, consents, waivers or other
         communications required or permitted to be given hereunder (each, a
         "Notice") shall be in writing and shall be (a) personally delivered,
         (b) transmitted by telecopy facsimile, provided that the original copy
         thereof also is sent by pre-paid, first class, certified or registered


                                       34
<PAGE>

         mail or by next-day or overnight mail or courier or by an
         internationally recognized express delivery service, (c) sent by first
         class, registered or certified mail or by next-day or overnight mail or
         courier return receipt requested, postage and charges prepaid, or (d)
         delivered by an internationally recognized express delivery service
         with all postage and charges prepaid:

        (a)    if to any  Shareholder,  at the address set forth on the Registry
               of  Members  of the  Company,  or at such  other  address  as the
               Shareholder may specify in a Notice to the Company; and

        (b)    if to the  Company,  at  Suite  1020 - 800  West  Pender  Street,
               Vancouver,  British  Columbia,  Canada,  V6C  2V6,  Fax:  (1 604)
               684-8092 or at such other  address as may have been  furnished by
               the Company in a Notice to the other Parties.

         Any Notice shall be deemed effective or given upon receipt (or refusal
         of receipt).

15.4      Confidentiality.

         (a)      Disclosure of Terms.

                  Confidential Information, including the existence of such
                  Confidential Information, shall not be disclosed by any Party
                  to any third party during the term of this Agreement and for
                  two (2) years thereafter, except in accordance with the
                  provisions set forth below.

         (b)      Permitted Disclosures.

                  Notwithstanding the foregoing any Party may disclose any of
                  the Confidential Information to its (i) respective employees,
                  contractors and advisors where such disclosure of Confidential
                  Information is required for such Party to undertake the
                  activities contemplated by this Agreement, or (ii) current or
                  bona fide prospective investors, employees, investment
                  bankers, lenders, accountants and attorneys, in each case only
                  where such persons or entities are under appropriate
                  nondisclosure obligations;

         (c)      Legally Compelled Disclosure.

                  In the event that any Party is requested or becomes legally
                  compelled (including without limitation, pursuant to
                  securities laws and regulations) to disclose the existence of
                  this Agreement or any of the Confidential Information in
                  contravention of the provisions of this Section 15.4, such
                  Party shall provide the other parties with prompt written
                  notice of that fact so that the appropriate Party may seek
                  (with the cooperation and reasonable efforts of the other
                  Parties) a protective order, confidential treatment or other
                  appropriate remedy. In such event, the Party disclosing
                  Confidential Information shall furnish only that portion of
                  the information that is legally required and shall exercise
                  reasonable efforts to obtain reliable assurance that
                  confidential treatment will be accorded such information to
                  the extent reasonably requested by any such other
                  non-disclosing Party.


                                       35
<PAGE>

           (d)    Relief.

                  The Group Companies and Shareholders acknowledge that monetary
                  damages may not be a sufficient remedy for an unauthorized
                  disclosure of Confidential Information and that in the event
                  of such disclosure by any Party to this Agreement, the other
                  Party shall be entitled, without waiving any other rights or
                  remedies, to seek injunctive relief or similar judicial or
                  administrative remedies.

15.5      Binding Effect; Assignment.

         (a)      Assignment. Except as otherwise provided in this Agreement,
                  the rights of each Shareholder shall be transferred to any
                  person who acquires shares of the Company in a Permitted
                  Transfer, and who becomes a "Shareholder" hereunder pursuant
                  to their execution of an Adherence Agreement. Any such
                  transferee shall receive such assigned rights subject to all
                  the terms and conditions of this Agreement, including without
                  limitation the provisions of this Section 15.5.

         (b)   Adherence Agreement. Any Shareholder Transferring Ordinary Shares
               of the Company  shall procure that the  transferee  shall execute
               and deliver to the Company an Adherence  Agreement  substantially
               in the form and substance  attached hereto as Schedule A, thereby
               assuming the rights and  obligations  of such  Shareholder  under
               this  Agreement.  Upon the execution and delivery of an Adherence
               Agreement by any transferee,  such transferee  shall be deemed to
               be a Shareholder  hereunder.  By their execution hereof,  each of
               the Parties appoints the Company as its  attorney-in-fact for the
               limited purpose of executing any Adherence Agreement which may be
               required to be delivered pursuant to this Section 15.5(b).

15.6      Severability.

         Should any Section or any part of a Section within this Agreement be
         rendered void, invalid or unenforceable by any court of law for any
         reason, such invalidity or unenforceability shall not void or render
         invalid or unenforceable any other Section or part of a Section in this
         Agreement.

15.7     Amendments.

         Except as otherwise provided in this Agreement, any provision of this
         Agreement may be amended only with the written consent of the Company,
         Tianyuan and the Shareholders. 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
         15.7 shall be binding upon the Company, Tianyuan, each Shareholder, and
         their respective successors in interest.


                                       36
<PAGE>

15.8     Entire Agreement.

         This Agreement, together with all schedules and exhibits hereto, which
         are hereby expressly incorporated herein by this reference, constitute
         the entire understanding and agreement between the Parties with regard
         to the subjects hereof.

15.9     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

15.10     Dispute Resolution.

         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 after one Party has given notice to the others
         requesting such negotiations, then such dispute shall be settled by
         arbitration in accordance with the UNCITRAL Rules as at present in
         force, as amended by the following provisions:

        (a)    The  appointing  authority  shall be the Hong Kong  International
               Arbitration Centre (the "HKIAC").

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

        (c)       There shall be only one arbitrator chosen by the Parties by
                  agreement in accordance with the UNCITRAL 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 UNCITRAL Rules. The sole or presiding
                  arbitrator shall not be a citizen of any of Canada, United
                  States of America and People's Republic of China.

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

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

        (f)       CTVH and Continental 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 CTVH and that requested


                                       37
<PAGE>

                  by Continental 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.

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



                                       38
<PAGE>


15.11     Force Majeure.

         A Party shall not 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 thirty (30) days'
         notice.

15.12     Supremacy of this Agreement.

          (a)     The provisions of this Agreement shall take precedence over
                  the Restated Articles and in the event of any conflict between
                  the Restated Articles and this Agreement, the provisions of
                  this Agreement will prevail.

         (b)      The Shareholders agree that operation of any provision of the
                  Restated Articles which may from time to time conflict with
                  this Agreement shall be deemed to be suspended during the
                  subsistence of this Agreement.

         (c)      In the event of any conflict between the Articles and this
                  Agreement, upon written request by any Shareholder, the
                  Parties undertake to procure an amendment of the Restated
                  Articles to eliminate such inconsistency, and the Shareholders
                  undertake irrevocably to vote, or execute written consents, to
                  effect any such amendment.

15.13     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 responsible for each Party's respective
         attorney's fees and out-of-pocket expenses incurred in relation to the
         above mentioned action at law, suit in equity or arbitration
         proceeding.

15.14    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.

15.15     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


                                       39
<PAGE>

         consideration, which may reasonably be required to effect the
         transactions contemplated by this Agreement.

15.16     Captions and Section Headings.

         Section titles or captions contained in this Agreement are inserted as
         a matter of convenience and for reference purposes only, and in no way
         define, limit, extend or describe the scope of this Agreement or the
         intent of any provision hereof.

15.17     Schedules.

         The schedules attached hereto are hereby incorporated into this
         Agreement and are an integral part of this Agreement.

15.18     Counterparts.

         This Agreement may be executed (including by facsimile transmission)
         with counterpart signature pages or in one or more counterparts, each
         of which shall be deemed an original and all of which together shall be
         considered one and the same agreement.

15.19     Shares Subject to this Agreement.

         This Agreement shall apply to (a) the Ordinary Shares held by the
         parties hereto, as well as any Ordinary Shares hereafter acquired by
         any such party, and (b) any and all shares in the capital of the
         Company which may be issued in respect of, exchanged for, or
         substituted for Ordinary Shares, by reason of any stock dividend,
         split, reverse split, combination, reclassification, merger,
         recapitalization, share exchange or other transaction.

15.20     Governing Law.

         This Agreement shall be governed by 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.


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



HIGHLAND MINING INC.



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



                                       40
<PAGE>

TIBET TIANYUAN MINERALS EXPLORATION LIMITED



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



CONTINENTAL MINERALS CORPORATION



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



CHINA NETTV HOLDINGS INC.



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



Wang Zhi




                                       41
<PAGE>

                                   SCHEDULE A

                               ADHERENCE AGREEMENT


         This Adherence Agreement ("Adherence Agreement") is executed by the
undersigned (the "Transferee") pursuant to the terms of that certain
Shareholders Agreement dated as of _____________, 2004 (the "Agreement") by and
among Highland Mining Inc. (the "Company"), Tibet Tianyuan Minerals Exploration
Limited and certain of its shareholders, and is in consideration of the shares
purchased by the Transferee and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged. Capitalized terms used
but not defined in this Agreement shall have the respective meanings ascribed to
such terms in the Agreement. By the execution of this Adherence Agreement, the
Transferee agrees as follows:

     1.  Acknowledgment.  Transferee  acknowledges  that Transferee is acquiring
[number]  of  ordinary  shares  of the  Company  (the  "Shares")  from  [name of
transferor]  (the  "Transferor"),  subject  to the terms and  conditions  of the
Agreement.

     2.  Agreement.  Immediately  upon  transfer of the Shares,  Transferee  (i)
agrees that the Shares  acquired by Transferee  shall be bound by and subject to
the terms of the Agreement applicable to the Transferor,  and (ii) hereby adopts
the Agreement with the same force and effect as if Transferee  were originally a
"Shareholder" thereunder.

     3. Notice. Any notice required or permitted by the Agreement shall be given
to Transferee at the address listed beside Transferee's signature below.


                  EXECUTED AND DATED this ______ day of _________________, ____.





                                               TRANSFEREE:

                                               By:       _______________________
                                               Name:   _________________________
Accepted and Agreed:                           Title:    _______________________
--------------------
HIGHLAND MINING INC.
By:      ___________________________           Address:  _______________________
Name:    ___________________________           Fax:      _______________________
Title:   ___________________________








                                       42
<PAGE>



                                   SCHEDULE B

                               SAMPLE CALCULATIONS


                       BVI NET PROFITS CALCULATION EXAMPLE

                                                                 CS$
     Net income before interest and taxes                           10,000,000
     Interest                                                      (1,000,000)
     Net income before taxes                                         9,000,000
     Taxes                                                         (3,000,000)
     Distributable Income                                            6,000,000
     Less: Loan repayments                                         (1,000,000)
     Less: Financial Commitments                                   (1,000,000)
     Less: Working Capital requirements                            (1,000,000)
     Less: Reserves                                                (1,000,000)
     Company Net  Profits                                            2,000,000

<TABLE>
<CAPTION>

                            BVI EXCESS INVESTMENT CALCULATION EXAMPLE

                                                  Month 1                  Month 2                Month 3
Days                                                 31                      30                     31
Interest rate                                      2.00%                    2.00%                  2.00%
<S>                                               <C>                      <C>                    <C>

Opening balance                                                  0              1,001,699              2,004,989
Share equity (par value)                                    10,000                      0                      0
Surplus                                                    990,000                      0                      0
Shareholders loan                                                0              1,000,000              1,000,000
Total                                                    1,000,000              2,001,699              3,004,989
Interest                                                     1,699                  3,290                  5,104
Closing balance                                          1,001,699              2,004,989              3,010,093
</TABLE>


<TABLE>
<CAPTION>

                                BVI PAYMENTS CALCULATION EXAMPLE

               Company Net       Company         Fixed        Repayment        Balance     Net Payment
                               Interim
                 Profits        Payments        Payment                        Accrued
<S>            <C>             <C>              <C>           <C>              <C>         <C>

 Year 1
                           -              -

 Year 2                    -              -

 Year 3                    -              -

 Year 4            1,500,000              -              -               -              -             -

 Year 5            2,000,000              -        250,000               -        250,000             -

 Year 6            3,000,000              -        250,000               -        500,000             -

Year 7*            4,000,000        500,000        250,000       (250,000)        250,000             -

 Year 8            5,000,000        625,000        250,000       (250,000)              -       125,000

 Year 9           10,000,000      1,250,000              -               -              -     1,250,000
Year 10           10,000,000      1,250,000                                                   1,250,000
                                                         -               -              -
*        BVI Excess Investment repaid in year 7
</TABLE>


                                       43

<PAGE>




                                   SCHEDULE C

                               SAMPLE CALCULATIONS


 SAMPLE CALCULATION WHERE CONTINENTAL HAS EXERCISED THE FIRST OPTION BUT NOT THE
                         SECOND OPTION IN TERMS OF THE
                                OPTION AGREEMENT

CTVH's shareholders interest before subscription = 50%

Continental's shareholders interest before subscription = 50%

Funding required by the Company     = USD2,000,000

CTVH subscribes for US$400,000

Continental subscribes for US$1,600,000


Calculation of Shareholders Interest

A =      400,000 + 5,000,000                  B =      1,600,000 + 5,000,000

A =      5,400,000                            B =      6,600,000


CTVH shareholders interest          = A / (A+B)
                                    = 5,400,000 / (5,400,000 + 6,600,000)
                                    = 5,400,000 / (12,000,000)
                                    = 45%

Continental's shareholders interest        = B / (A+B)
                                           = 6,600,000 / (5,400,000 + 6,600,000)
                           = 6,600,000 / (12,000,000)
                                           = 55%


             SAMPLE CALCULATION WHERE CONTINENTAL HAS EXERCISED THE
                 SECOND OPTION IN TERMS OF THE OPTION AGREEMENT


CTVH's shareholders interest before subscription = 40%

Continental's shareholders interest before subscription = 60%

Funding required by the Company     = USD2,000,000

CTVH subscribes for US$340,000



                                       44
<PAGE>

Continental subscribes for US$1,660,000


Calculation of Shareholders Interest

A =      340,000 + 5,333,330                         B =   1,660,000 + 8,000,000

A =      5,673,330                                   B =   9,660,000


CTVH shareholders interest          = A / (A+B)
                                    = 5,673,330/ (5,673,330+ 9,660,000)
                                    = 5,673,330/ (15,333,330)
                                    = 37%

Continental's shareholders interest         = B / (A+B)
                                            = 9,660,000/ (5,673,330+ 9,660,000)
                            = 9,660,000/ (15,333,330)
                                            = 63%











                                       45