EXHIBIT 10.2

                             SHAREHOLDERS AGREEMENT

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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:

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"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.

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
Program  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 relating 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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(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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(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.

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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.

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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;

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<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

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<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.

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<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.

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<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 independent appraiser. The thirty
(30) day period specified 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.

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<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

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<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.

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<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

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<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

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<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



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<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

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<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;

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<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

(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.


                                       34

<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
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:    _______________________
--------------------

<TABLE>
<CAPTION>

<S>                         <C>                           <C>                               <C>
HIGHLAND MINING INC.
By: _______________________ Address: ____________________ Name: ___________________________ Fax: _______________________
Title:_______________________

</TABLE>

                                       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>



                                       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