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                                                                   EXHIBIT 10.10

                             Cooperation Agreement

                                       Of

                       "Beijing Artists Online Co. Ltd."


                         Chapter 1   General Principles


3.1.  In accordance with the Law of the People's Republic of China on Sino-
      foreign Co-operative Enterprises and the Implementation Rules thereof and
      relevant Chinese laws and regulations, Dinghshen Investment Co. Ltd.,
      Houston Interweb Design, Inc. and China National Culture Net; adhering to
      the principles of equality and mutual benefit and following friendly
      consultation, agree to jointly invest in and establish a limited liability
      co-operative joint venture in Beifjing, the People's Republic of China
      ("China or PRC") and thereof enter into this moint venture Contract
      ("Contract") and signed formally by the three parties after China National
      Culture Net has establish its company.

                    Chapter 2   Parties to the Joint Venture

2.1.  The Parties to the Joint Venture:
      Hainan Dingshen Investment Co. Ltd. ("Party A"), registered in Hainan
      Province, PRC
      Legal address:  Room 1378, Sheg Fa Zhang Building, 22 Jinlong Rd., Haikou
      City, Hainan Province, PRC.
      Legal representative:   Zhong, Shi Yuan
      Position:   Chairman
      Nationality:  Chinese


      Houston Interweb Design, Inc. ("Party B"), registered in the U.S.A.
      Legal address:   1770 St. James, Suite 420, Houston, TX 77056, USA
      Legal representative:  Harry White
      Position:  Chairman
      Nationality:  American

China Culture Information Net ("Party C"), registered in Beijing, PRC
Legal address of the entity:  No.10 Chao Yang Men Wai Da Jie, Beijing
Legal representative:  Sun Jia Zheng
Position:  Minister of Ministry of Culture of PRC
Nationality:  Chinese

                         Chapter 3    Name and Address

3.1.  In accordance with the Law of People's Republic of China on Sino-foreign
      Co-operative Enterprises and other relevant Chinese laws and regulations,
      Party A, Party B and Party C agree to jointly establish the Beijing
      Artists Online Limited Liability Company ("CJV").

3.2.  The CJV's Chinese name is "name in Chinese laguauge"; The English name is
      "Artist Online Limited Liability Company". The legal address of the CJV
      is: 10/D Tower B., No. 17 Dongsanhuan Nan Rd., Chaoyang Qu, Beijing
      100021, PRC

3.3.  The CJV is a limited liability company. The CJV shall be liable for its
      debts with all its assets. The parties to this contract shall undertake
      responsibilities with their contributed capital.

3.4.  The parties to the CJV agree to share the profits, undertake risks and
      responsibilities of the CJV in proportion to their contributed capital.

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3.5.  The CJV has the status of a legal person of the PRC, and is subject to
      the jurisdiction and protection of the laws of China.


                   Chapter 4 Objectives and Scope of Business

4.1.  The business Objectives of the CJV is: to promote and develop Chinese
      culture through the use of new and advanced Internet technology both in
      China and overseas; to promote and develop China music industry; to
      provide artists and their audiences with an unprecedented, financially
      sustainable music distribution and entertainment platform.

4.2.  The business scope of the CJV is, through use of world leading technology
      such as Siteblazer web site and data base technology, to provide artists
      with:

        .  Self design and updating of web pages, music and graphics uploading
           capacity;
        .  Instant access of web visit statistics such as number of downloading
           and views, as well as the source of visitors;
        .  A communication platform between artists and their audiences;
        .  Patent protected music and advertising jingle bell technology;
        .  A complete E-commerce platform;
        .  Scalable database platform to meet the increasing demand of the
           artists.

To engage in the website related music production, distribution, sales and
advertising.

          Chapter 5  Total Amount of Investment and Registered Capital

5.1.  The total amount of investment of the CJV is RMB Twenty Million
      (RMB20,000,000).
5.2.  The registered capital of CJV is RMB Ten Million (RMB10,000,000).
5.3.  Capital Contribution and proportion of equity interest are as follows:

      Party A shall contribute RMB5.3 Million and the expertise of business
      management, marketing and sales and other related technology and know-
      how, as the registered capital of the CJV, which shall account for fifty
      five percent (55%) of the registered capital

      Party B shall contribute US Dollars equivalent to RMB2.7 Million and the
      non exclusive SiteBlazer technology, its further development, related
      know-how and technical support, as the registered capital of CJV, which
      shall account for thirty three percent (33%0 of the registered capital;

      Party C shall contribute its expertise to provide culture consultant, to
      assist in the promoting and organizing of the web site of the CJV and
      other related works to the CJV, which shall account for eight percent
      (8%) of the registered capital.

5.4   Procedures to be accomplished before making capital injection

      Only after all the procedures listed below have been completed in the
      order in which they are listed below, would Party A and B then inject the
      contributed in cash to the registered capital that they have subscribed.
      Until the accomplishment of all the procedures listed below, Party and B
      have no responsibility or obligation to inject any contribution in cash to
      the registered capital:

      5.4.1.   Approval of this Contract and Articles of Association of CJV
               ("AOA") by the board of directors of Hainan Dingshen Investment
               Co. Ltd.;

      5.4.2.   Approval of this Contract and AOA by the board of directors of
               Houston Interweb Design, Inc.;

      5.4.3.   Issuance by the Beijing Economic and Trade Commission
               ("Commission") of the approval to the project proposal,
               feasibility study report of this project, this Contract, AOA and
               other related documents. Other

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               necessary approval, license and certificate, which permit the
               use of Internet to carry out the objectives of the CJV and
               implementing the scope of business as defined herein.

      5.4.4.   Receipt by the CJV of the Business License of Enterprise Legal
               Person of PRC [duplicate copy] to be issued by the Administration
               for Industry and Commerce;

      5.4.5.   The CJV completes the tax registration, foreign exchange
               registration. Capital account and basic account have been opened
               with a designated bank.

      5.4.6.   The CJV has entered into technology transfer agreement with Party
               A and B and has been registered with relevant Chinese
               authorities. If any of the procedures mentioned above is not
               finished within six months from the date hereof, any Party shall
               has the right by notice in writing to the other Parties to
               terminate this Contract and the AOA, without any legal
               liabilities.

5.5   Means and time frame of capital contribution:
      Party A and B shall obtain various approvals, permits and licenses
      necessary to the CJV as set forth in Article 5.4 above.

5.6   The amount of the capital contribution in cash shall be directly remitted
      to the capital account of the CJV to be opened with a designated bank.

5.7.  The CJV shall not reduce the amount of its registered capital during the
      term of the CJV. As exclusion, with the unanimous approval of the Board of
      Directors and the approval of the original examination and approval
      authority, the CJV may reduce the registered capital of the CJV.

5.8.  Assignment of equity interests

      5.8.1.   Without the prior consent in writing from the other two parties,
               no Party could transfer all or part of the contribution so
               subscribed or equity interest in the CJV. In case one Party
               intends to transfer its all or part of its contribution
               subscribed or equity, the other Parties shall have the pre-
               emptive right to purchase such contribution or equity in
               proportion to their contribution to the total registered capital.
               If only one party wants to exercise the pre-emptive right, this
               party can purchase all or partial shares transferred.

      5.8.2.   If the other two Parties waive the pre-emptive right, the Party
               in question could transfer its contribution to any third party.
               Such transfer must obtain consent from the other two Parties, and
               such consent shall not be unreasonably refused. The terms and
               conditions of such transfer shall be no favorable than those
               offered to the other Party.

5.9.  In case one Party intends to transfer its all or part of its equity or
      contribution, in addition to complying with the stipulation in Article
      5.8. above, it shall obtain approval from the original examination and
      approval authority and effect change of registration with the
      Administration for Industry and Commerce.

5.10. Without the prior consent in writing from the toher Parites, no Party may
      grant to any one mortgage, charge or any other form of security over its
      equity, contribution subscribed or any other interest in the CJV.

5.11. After the contribution has been made, a China-registered accountant shall
      be engaged by the CJV to verify such contribution and present a
      certificate of verification.


                  Chapter 6   Responsibilities of the Parties

6.1.   Party A shall be responsible for the following matters:

6.1.1. To make the contribution and on time in accordance with the terms of the
       Contract;

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6.1.2. To apply for all the approval to the Beijing Municipal Government and
       other relevant authorities in charge ofr approval in relation to this
       Contract and the CJV, including the operation permit of CJV, and to
       maintain the validation of the above approvals and permits through the
       term of the CJV;
6.1.3. To handle the procedures for registration and obtaining of business
       license of the CJV, etc.;
6.1.4. To provide qualified management personnel to be responsible for the
       CJV's business management and marketing and sales.
6.1.5. To be responsible for other obligations defined by this Contract and
       other matters entrusted by the CJV.

6.2.   Party B shall be responsible for the following matters:
6.2.1. To make the capital contribution and on time in accordance with the
       Contract.
6.2.2. To provide qualified technical personnel to be responsible for the CJV's
       technology support and development, to provide training of technicians
       and business personnel of the CJVl; to maintain the CJV's technical
       advantage through out the whole JV period together with the Party A.
6.2.3. To be responsible for other obligations defined by this Contract and
       other matters entrusted by the CJV.

6.3    Party C shall be responsible for the following matters:
6.3.1. To assist in CJV in the promotion and organization of relevant business
       and to provide the company with the necessary consultant on culture
       matters.
6.3.2. "Beijing Artists Online Co. Ltd." Will form a cooperative partnership
       relationship, and host each other's web pages respectively.
6.3.3. To be responsible for other obligations defined by this Contract.

6.4.   The services provided to the CJV by each Party shall be charged on the
       arm's length basis.


                          Chapter 7 Board of Directors

7.1.   The date on which the CJV is granted its business license shall be the
       date of the establishment of the Board of Directors of the CJV ("Board of
       Directors").
7.2.   The Board of Directors shall consist of five (5) directors, three (3)
       appointed by Party A, one (1) appointed by Party B and one (1) by Party
       C. The Chairman of the Board of Directors ("Chairman") shall be appointed
       by Party A and the Vice Chairman ("Vice Chairman") shall be appointed by
       Party B. The Chairman, Vice Chairman and directors shall each serve for a
       term of three (3) years, which shall be renewable if they continue to be
       appointed by the respective appointing Parties.
7.3.   The Chairman and the Vice-Chairman each have one vote like other
       directors.
7.4.   The Board of Directors shall be the highest authority in the CJV and be
       authorized to make decision on all fundamental issues concerning the CJV.
       It's main responsibilities and powers are as follows:
7.4.1. To make decision on and adjust the CJV's business and develeopment plan
       and investment plan;
7.4.2. To decide and approve important reports from the General Manager;
7.4.3. To decide the establishment of branches;
7.4.4. To amend the Article of Association of the CJV;
7.4.5. To decide through discussion the division of or merger with other
       economic organization of the CJV;
7.4.6. To engage the General Manager; and Deputy General Manager;
7.4.7. To decide and approve the increase or reduction of the registered
       capital of the CJV;
7.4.8. To discuss and decide the termination of the CJV and to be responsible
       for the work as to the termination and liquidation of CJV;
7.4.9. Other major decisions that should be made by the Board of Directors.


7.5.   The Board of Directors shall be convened at least once a year. An interim
       meeting could be convened based upon a proposal made by more than one
       third of the total number of directors. Any party shall inform the Board
       of Directors and the other two parties in writing when it appoints or
       replaces its directors(s).

7.6.   The meeting of the Board of Directors shall take place at address of the
       CJV unless the Board of Directors decides otherwise.

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7.7.    The Chairman shall be responsible for convening and presiding over the
        meeting of the Board of Directors. If the Chairman is absent, the Vice-
        Chairman shall convene and pressed over the meeting.
7.8.    The Board of Directors shall, 30 days in advance of a schedule meeting,
        give all the directors a written notice, specifying the agenda, time and
        place of the meeting.
7.9.    No meeting of the Board of Directors shall be validly convened of
        effective unless a quorum consisting of at least three directors or its
        delegation (in case of attending by a delegation, the Chairman shall be
        notified seven (7) days in advance). Any resolution adopted shall be
        invalid when the Board of Directors can't meet the quorum.
7.10.   Minutes of all the meetings shall be made in detail in writing. All the
        directors or delegation thereof that attend the meeting shall sign on
        it. The minutes shall be made in English and Chinese, and shall be filed
        with the CJV.
7.11.   The following matter must be decided by an unanimous vote of the
        directors present at a Board of Directors meeting ("Special
        Resolution");
7.11.1. Amendments to the Articles of Association of the CJV;
7.11.2. The increase, reduction and assignment of the registered capital of the
        CJV;
7.11.3. The division or merger with other economic organizations of the CJV;
7.11.4. Termination and dissolution of the CJV;

7.12.   Other decisions on the topics require agreement of simple majority vote
        by the directors present at a Board of Directors meeting.

                  Chapter 8   Business Management Organization

8.1.    The CJV will have a business management organization which is comprised
        of general management office, a finance department and operation
        department. This organization will have a General Manager, two Deputy
        General Manager, who will be responsible for the daily operation and
        management under the leaedership of the Board of Directors.
8.2.    The General Manager (of the CJV) shall be nominated by Party A, the
        first Deputy General Manager shall be nominated by Party B and the
        second Deputy General Manager shall be nominated by Party C and all of
        them shall be appointed by the Board of Directors. They shall each serve
        for a term of three (3) years, which shall be renewable if the continue
        to be appointed by the Board of Directors.
8.3.    The General Manager shall not hold a concurrent position of senior
        management in other economic organizations, and shall no involve in
        activities of other economic organizations in business competition with
        the CJV.
8.4.    The CJV will have a Chief Accountant ("Chief Accountant") which is to be
        appointed by the General Manager. The Chief Accountant shall be subject
        to leadership of and report to the General Manager. The First Deputy
        General Manager shall be responsible for the company's technology
        development and support, and report to the General Manager. The Second
        Deputy General Manager shall be responsible for the company's general
        administration, labor insurance and union, and report to the General
        Manager.
8.5.    The Chief Accountant is responsible for directing the work of finance
        and accounting of the CJV, organizing the overall economic accounting of
        the CJV and implementing economic responsibility system. Chief Engineer
        is to be recommended by Party B and to be appointed by the General
        Manager.
8.6.    The General Manager (including the First and Second Deputy General
        Manager) who asks for resignation shall submit a 3 months written
        request to the Board of Directors. General Manager, First and Second
        Deputy General Manager, Chief Engineer, Chief Accountant, may be
        dismissed by the Board of Directors at any time in case the above
        personnel is incapable of performing his/her work tasks, commits
        corruption or seriously neglects the duties of the position. The
        candidates for the vacated position shall be nominated by the original
        nomination party and to be appointed by the Board of Directors.

                   Chapter 9   Employees and Labor Management

9.1.    In accordance with the Regulations on Labor Management of the Foreign
        Investment Enterprises and other relevant regulations, the employment,
        recruitment, dismissal, labor protection, labor discipline, payment,
        labor insurance, welfare, awards and punishment etc. of all employees of
        the CJV shall be, following the Board of Directors' policy, set forth in
        the collective or

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       individual labor contracts to be entered into by the CJV with the trade
       union or each of the employees, which shall be submitted to the local
       labor management authority for filing.

9.2.   The hiring of General Manager, First and Second Deputy General Manager,
       Chief Engineer, Chief Accountant, their salaries, social insurance,
       welfare, and the standard of traveling expense, etc., shall be decided by
       the Board of Directors according to the stipulations of this Contract and
       by the simple majority vote of the Board of Directors.

9.3.   The General Manager has the power to take discipline actions, such as
       issuing warning, recording of a demerit, reduction of salary, to the
       employees who break the labor discipline and regulations of the CJV, and
       is authorized to dismiss them in serious case.


              Chapter 10   Taxes, Financial and Auditing Matters

10.1.  The CJV shall pay taxes in accordance with the stipulations of Chinese
       laws and other relative regulations.
10.2.  The employees of the CJV shall pay individual income tax in accordance
       with the Law of Individual Income Tax of the PRC.
10.3.  The reserve fund, expansion fund and staff welfare and bonuses fund shall
       be set aside by the CJV in accordance with the stipulations in the Law of
       the PRC on Sino-foreign Co-operative Enterprises. The ratio of allocation
       to be set aside each year shall be decided by the Board of Directors.
10.4.  The CJV shall establish and implement the financial, accounting and
       auditing systems in accordance with the stipulation of the Chinese laws
       and regulations on finance, accounting and audit.
10.5.  Financial audit of the CJV shall be conducted by a Chinese certified
       public accountant and reports shall be submitted to the Board of
       Directors and the General Manager.
10.6.  Any Party has the right to engage an auditor to check and examine the
       accounting books of the CJV at its own expenses. The CJV shall provide
       convenience for such check and examination. The expenses shall be borne
       by the engaging Party.
10.7.  All the matters related to foreign exchange of the CJV shall be handled
       in accordance with the stipulation of the Regulation of PRC on Foreign
       Exchange Control and relevant regulations and the stipulations thereof.


                        Chapter 11   Profit Distribution

11.1   After the payment of income tax pursuant to the tax laws and the
       allocation of the three funds to be decided by the Board of Directors,
       the Board of Directors shall decide the amount of profits to be
       distributed and the time for distribution. The portion payable to Party B
       will be converted into foreign exchange by the CJV and paid into such
       account(s) as designated by Party B.
11.2   Until the deficit of last year is made up for, the CJV shall not
       distribute its profits. The remaining profits of last year could be
       distributed together with the profit of this fiscal year.


                      Chapter 12  Trade Union Organization


12.1.  Employees of the CJV shall have the right to establish trade union
       organization, carry out activities and allocation of union fees in
       accordance with the stipulations of the Trade Union Law of the PRC.

                        Chapter 13  Term and Termination

13.1.  The Term of the CJV shall be thirty (30) years and will start from the
       date of issuance of the business license.
13.2.  In case all the Parties agree to extend the term of the CJV, following a
       Special Resolution adopted by the Board of Directors, an application for
       such extension shall be submitted to the original examination and
       approval authority 180 days prior to the expiry of the term. An extension
       of the term

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        shall take effect only after approval by the original examination and
        approval authority and amendment of registration shall be effected with
        the administration of industry and commerce.
13.3.   Early termination of this Contract could be made in case parties all
        agree that it is in the maximum interest of all the parties. The early
        termination of this Contract shall be subject to the Special Resolution
        by the Board of Directors meeting and the approval from the original
        examination and approval authority.

13.4.   Upon the occurrence of any of the events described below, any Party
        could notify in writing the other Party of requesting to terminate this
        Contract:
13.4.1. Any Party seriously break this Contract or the AOA and fails to cure its
        default within 60 days after receiving a written request from the non-
        defaulting Party to cure such default;
13.4.2. The aggregate losses of the CJV are beyond the extent acceptable to any
        contracting Party, and each Party could not come to a written agreement
        as for the recapitalization of the CJV;
13.4.3. One Party goes bankrupt or is involved in court proceeding for its
        liquidation or dissolution or not able to continue operation or repay
        its liabilities;
13.4.4. One Party fails to transfer its terms of co-operation or contribution
        in accordance with the stipulation of this contract;
13.4.5. All of substantial part of the CJV's assets has been appropriated or
        confiscated by the State authority resulting in the CJV's inability to
        continue its operation;
13.4.6. The competent authority of or any examination and approval department of
        any Party requires to revise the terms of this Contract and such
        revision will have material adverse impact on the CJV or either Party;
13.4.7. Occurrence of unexpected accident results in the CJV's inability to
        operate effectively. In case any Party issue the notice requiring the
        termination of the Contract, all Parties shall consult with each other
        within two months of the issuance of the notice, trying to solve this
        cause for such request of termination. If all Parties can not reach an
        agreement on solution within the two months, Article 13.5 below could be
        applied.

13.5.   Any non-defaulting Party could give notice to the other Party
        ("Acquisition Notice") offer to purchase the contribution or terms of
        co-operation to the CJV by such Party. To ensure the continuous
        operation of the CJV, the acquisition shall be conducted in accordance
        with the following:
13.5.1. In case all Parties come to an agreement on satisfying terms and
        conditions of the acquisition, the acquisition shall be conducted in
        accordance with the stipulation in Article 13.5.4.
13.5.2. In case the two Parties fail to come to an agreement on terms and
        conditions of the acquisition acceptable to all Parties withn 4 weeks
        from Acquisition Notice given by one Party, the terms and conditions of
        acquisition shall be determined in accordance with Article 13.5.3 below.
13.5.3. Each Party of the CJV shall appoint respectively an accountant or
        valuator dully qualified in China to evaluate the value of the CJV
        jointly. The appointment by each Party must be informed to the other
        Party in writing within 6 weeks after the Acquisition Notice. Any Party
        who fails to appoint an account or valuator will be deemed to waive the
        right of appointment. The valuation shall be completed within 4 weeks.
        During the process of evaluation, the CJV shall keep on operating of the
        CJV. The plan of evaluation should base upon the continuous operation
        and economic effect of the CJV.
13.5.4. The terms and condiditon of the acquisition determined in accordance
        with the stipulation if Article 13.5.1. pr Article 13.5.3. shall be
        implemented within 30 days of signing of the acquisition contract by the
        Parties and obtaining of necessary governmental approval(s) thereto.
13.5.5. If all Parties fail to reach an acquisition contract according to the
        above regulations, or fail to obtain the governmental approval within 30
        days after signing of such contracts, or the buying Party fails to pay
        the acquisition price in full in accordance with the terms and
        conditions of the acquisition contract, the CJV shall be liquidated in
        accordance with the stipulation in Chapter 14.

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                            Chapter 14  Liquidation

14.1.  In case the CJV can not keep operating continuously in accordance with
       the stipulation in Article 13, the CJV shall dissolute, and undergo
       liquidation under the direction of the liquidation committee.
14.2.  At the time of expiry of the term of the CJV or the early termination of
       the CJV, the Board of Directors shall propose the liquidation procedures,
       priniciples and candidates for the liquidation committee to form the
       liquidation committee and liquidate all assets of the CJV.
14.3.  The task of the liquidation committee is to conduct thorough examination
       of the CJV's assets, credits and debts, work out balance sheet and assets
       list and develop a liquidation plan and submit for approval to the Board
       of Directors.
14.4.  After Liquidation, the CJV shall submit a report to the original
       examination and approval authority and go through the formalities with
       the orginal registration authority for cancellation of the CJV, return
       the business license and make a public announcement.


       Chapter 15  The Amendment, Alteration and Liabilities for Breach

15.1.  The Amendment to this Contract and appendix hereto shall require the
       agreement in writing by all the Parties and the approval from the
       original examination and approval authority for going into effect.
15.2.  In case this Contract and/or the appendix hereto cannot be performed or
       fully performed due to any Party's fault, such Party shall be responsible
       for the liabilities of the breach. If such failure to perform this
       Contract is attributable to all the parties, the Parties shall share the
       responsibilities according to the actual circumbstancses.

                          Chapter 16   Force Majeure

16.1.  Should any Party be prevented from performing in whole or in part this
       Contract by force majeure such as earthquake, typhoon, flood, fire and
       war and other unforeseen events, and their occurrence and consequences
       are unpreventable and unavoidable, the prevented Party shall notify the
       other Party of the circumstance of the events by cable or telex without
       any delay and within 15 days thereafter provide the detailed information
       of the events and a valid certificate of evidence issued by the relevant
       public notary office for explaining the reason of its inability to
       perform in whole or in part or delay in performing this Contract. If an
       event of force major occurs, the prevented Party shall not be responsible
       for any loss or increased costs which the other Party may sustain by
       reason of such failure or delay of performance. The prevented Party shall
       take appropriate measures to minimize or remove the effect of force
       majeure and within the shortest possible time, attempt to resume
       performance of the obligation affected by the event of force majeure. All
       Parties shall, through consultations, decided whether to modify or
       terminate this Contract according to the effects of the events on the
       performance of the contract.

                          Chapter 17   Applicable Law

17.1.  The formation of this Contract, its validity, interpretation, performance
       and settlement of disputes shall be governed by relative laws of the PRC
       but international practice shall be applied in the situations where
       Chinese laws is silent.

                       Chapter 18  Settlement of Disputes

18.1.  Any disputes arising from the performance of or relevant to this Contract
       shall be settled through friendly consultations among all the Parties. In
       case no settlement could be reached through friendly consultations, the
       disputes should be submitted to the China International Economic and
       Trade Arbitration Commission for arbitration in accordance with the
       Commission's rules in effect at that time. The languages of the
       arbitration shall be Chinese and English. The arbitral award is final and
       binding upon both Parties.
18.2.  During arbitration, the Contract shall continue to be performed, except
       for the matters under arbitration.

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18.3.  The non-disputing party may choose to join one of the disputing parties
       or not to participate in the arbitration.

                             Chapter 19  Languages

19.1.  The Contract is written in both Chinese and English. Both language
       versions shall be equally authentic. There are ten (10) originals of this
       contract in each language version. Each Party shall keep two each of the
       both versions, and the remaining four shall be retained by the CJV and
       submitted to the relevant departments.


          Chapter 20  Effectiveness of the Contract and Miscellaneous

20.1.  For use by the CJV of any name or mark (including but not limited to
       trade marks and service marks) which is the property of Party A, Party B
       or their associated companies or on which Party A, Party B or their
       associated companies are entitled to grant a license or a sub-license,
       the CJV shall enter into a license agreement with Party A, Party B or
       their associated companies (as the case may be) separately.
20.2.  Each Party shall keep secret any business or technical information of
       confidential nature of the CJV of the other Party that comes to its
       knowledge. Any Party that intends to make any announcement on the matters
       in relation to the CJV shall obtain prior consent of the other Parties.
20.3.  Each Party shall be responsible for the costs in incurs in relation to
       preparation and execution of this Contract.
20.4.  If the telegraph, fax or telex is used by either Party to sent a notice
       on any matters concerning the Parties' rights and obligations, these
       communications shall be followed by courier or mail for confirmation by
       the sender. Except otherwise notified by such Party, the legal address of
       one Party as specified above herein shall be used for all communications
       purposes relating to this Contract addressed to such Party.
20.5.  If there are other matters to be decided, both Parties could enter into
       supplementary contract, which shall come into effect on the date of
       approval by the examination and approval authority.
20.6.  IN WITNESS WHEREOF, this Contract was executed by the legal/authorized
       representatives of the Parties.


For and on behalf of            Signature and the Seal
Party A
For and on behalf of            Signature and the Seal
Party B

For and on behalf of            Signature and the Seal
Party C


February 21, 2000

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