EXHIBIT 10.1

                                OPTION AGREEMENT

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EXHIBIT 10.1

                              HIGHLAND MINING INC.

                                OPTION AGREEMENT

                             DATED 23 December 2004

                                TABLE OF CONTENTS

                                      Page

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



Signatures

Exhibit A         Form of Shareholders Agreement

Exhibit B         Description of Property and Exploration Permit

Exhibit C         Form of Highland Articles

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                              HIGHLAND MINING INC.

                                OPTION AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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                                 R E C I T A L S

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

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

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

1. Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. Exercise of First Option.

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

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

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

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

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

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

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

5.First Additional Investment by Continental.

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

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

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

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

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

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

6. First Option Share Pledge.

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

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

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

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

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

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

10. Second Additional Investment by Continental.

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

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

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

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

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

11. Second Option Share Pledge.

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

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

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

12. Representations and Warranties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

13. Force Majeure.

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

14. Obligations and Liability of WZ and HDI.

14.1 Obligations and Liability of WZ.

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

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

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<PAGE>

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

14.2 Obligations and Liability of HDI.

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

15. Miscellaneous.

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

15.13. Dispute Resolution.

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

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

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

(i) The appointing authority shall be the HKIAC.

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

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

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

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

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

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<PAGE>

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

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

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

[Signature Pages Follow]

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<PAGE>

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

                              Highland Mining Inc.

                     ____________________________, Director

                    Tibet Tianyuan Minerals Exploration Ltd.

                   ____________________, Legal Representative

                                 Leung Yuet Mei

                                 Leung Chi Ming

                                   Chen Yulin

                                       16

<PAGE>

                            China NetTV Holdings Inc.

                                       By:

Name:

Title:

                        Continental Minerals Corporation

                                       By:

Name:

Title:

                                    Wang Zhi

                              Hunter Dickinson Inc.

                                       By:

Name:

Title:

                                       17

<PAGE>

                                    EXHIBIT A

                         FORM OF SHAREHOLDERS AGREEMENT

                                    EXHIBIT B

                 DESCRIPTION OF PROPERTY AND EXPLORATION PERMIT

                                    EXHIBIT C

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