EXHIBIT 10.8











                            CONTRACTUAL JOINT VENTURE


                             CONTRACT BETWEEN DEYANG


                                GUANGSHI NETWORK


                            DEVELOPMENT LTD. AND BIG


                             SKY NETWORK CANADA LTD.




















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                                    PREAMBLE

In  accordance  with the " Law of the  People's  Republic  of  China on  Chinese
Foreign  Contractual  Joint Ventures" and other relevant laws and regulations of
the  People's  Republic of China,  Sichuan  Province  and the City of Deyang and
adhering to the principle of equality and mutual  benefit,  spirit of friendship
and cooperation,  Deyang Guangshi  Network  Development Ltd. and Big Sky Network
Canada Ltd. agree to form a contractual joint venture company at Deyang, Sichuan
Province, the People's Republic of China.


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                                    CHAPTER 1
                               GENERAL PROVISIONS

Article 1.1          Definitions

In this  Contract,  unless there is something in the  subject-matter  or context
inconsistent therewith,

     1.   "Approval  Authority"  means the Deyang  Municipal  Government and its
          functional departments.

     2.   "Approvals"  means all  approvals,  permits,  licenses,  certificates,
          authorizations,   sanctions,   consents,   permissions,   filings  and
          registrations required from or with any governmental authority.

     3.   "Articles of  Incorporation"  means the "Articles of  Incorporation of
          Deyang Guangshi Big Sky Ltd.

     4.   "Board of Directors"  means the Board of Directors of Deyang  Guangshi
          Big Sky Ltd.

     5.   "Business  License" means the business  license of Deyang Guangshi Big
          Sky Ltd. issued by the State Administration for Industry and Commerce.

     6.   "Company" means Deyang Guangshi Big Sky Ltd.

     7.   "Contract"  means this  Contractual  Joint  Venture  Contract  between
          Deyang Guangshi  Network  Development  Ltd. and Big Sky Network Canada
          Ltd.

     8.   "Effective Date" means the date on which the approval document of this
          Contract is issued by the Approval Authority.

     9.   "Parties" means Party A (Deyang Guangshi Network Development Ltd.) and
          Party B (Big Sky Network Canada Ltd.).

     10.  "RMB" means the currency of the People's Republic of China.

     11.  "Foreign   Currency"   means  the  currencies  of  foreign   countries
          (including   paper  money)  and  foreign  payment  orders   (including
          commercial instruments and bank deposit certificates, etc.).

     12.  "Senior  Officers"  means the  General  Manager,  the  Deputy  General
          Manager, the Chief Engineer and the Chief Accountant.


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                                    CHAPTER 2
                    PARTIES OF THE CONTRACTUAL JOINT VENTURE

Article 2.1          The Parties

Parties to this Contract are as follows:

Party A: Deyang Guangshi Network Development Ltd.

Place of Registration: Jinghu Hi-tec Development District, the City of Deyang,
the Province of Sichuan, the People's Republic of China

Legal Address: #50, MinJang Road East, Jinghu Hi-tec Development District, the
               City of Deyang, the Province of
               Sichuan, the People's Republic of China

Legal Representative:
Name: Zhou, Jinan
Position: Chairman of the Board.
Nationality: Chinese
Telephone: 86-838-223-2538
Fax: 86-838-220-3326

Party B: Big Sky Network Canada Ltd. [Chinese Characters Appear Here]

Place of Registration: British Virgin Islands

Legal Address: 2080, 440 2nd Ave., SW, Calgary, Alberta, Canada

Legal Representative:
Name: Matthew Heysel
Position: Chairman
Nationality: Canadian
Telephone: 1-403-234-8885
Fax: 1-403-265-8808


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                                    CHAPTER 3
                           DECLERATIONS AND WARRANTIES

Article 3.1          Declarations and Warranties of Party A. Party A hereby
declares and warranties as follows:

     1.   Party A is a legal  entity  duly  incorporated  under  the laws of the
          People's Republic of China.

     2.   The  execution  and  performance  by Party A of this  Contract and its
          appendices (i) are within its corporate power and business scope, (ii)
          have been duly authorized by necessary corporate resolutions, (iii) do
          not  contravene  its  Articles  of  Incorporation   and  (iv)  do  not
          contravene any law or contractual restrictions binding on or affecting
          part A.

     3.   Party A owns and  controls  the  entire  HFC  network  of Deyang  (the
          "Network")  and  the  right  to  use  the  facilities,  equipment  and
          frequencies  (collectively,  the "Facilities and  Frequencies") of the
          Network for data transmission and Internet- related business.

     4.   Party A understands  and guarantees to act in good faith and shall not
          relinquish,  transfer  or permit  the  transfer  of the  ownership  or
          control of, the Network or Party A's right to use the  Facilities  and
          Frequencies  to any third  party,  and shall  ensure  that the Company
          shall be the  Internet  technology  service  provider  for the Network
          during the term of this  Contract.  Party A shall not engage or permit
          any one to engage  any third  party  for the  aforementioned  services
          without the prior written consent of the Company.

     5.   Party A has all necessary  qualifications to obtain all Approvals that
          Party A may  require in order to act as an Internet  service  provider
          and to provide Internet connectivity services to its customers through
          the Network.

     6.   Party A shall  obtained all necessary  Approvals for the execution and
          performance of this Contract.

     7.   Party  A  ensures  that  all  additional  contracts  or  supplementary
          documents relating to this Contract to be performed as the Contract.

     8.   Subject to the  approval of this  Contract and its  appendices  by the
          Approval  Authority,  this Contract  creates legal,  valid and binding
          obligations  that are  enforceable  against Party A in accordance with
          this Contract and all applicable laws and regulations.


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Article 3.2          Declarations and Warranties of Party B. Party B hereby
declares and warranties  as of the date hereof as follows:

     1.   Party B is a legal entity duly incorporated  under the laws of British
          Virgin Island.

     2.   The  execution  and  performance  by Party B of this  Contract and its
          appendices (i) are within its corporate power and business scope, (ii)
          have been duly authorized by all necessary corporate resolution, (iii)
          do not  contravene  its  Articles  of  Incorporation  and  (iv) do not
          contravene any law or contractual  restriction binding on or affecting
          Party B.

     3.   The   investment   funds,   the   equipment,   the   manner   of   the
          investment (pound) the   timing  and  the  amount  of  contribution
          stipulated  in the  Contract  shall be observed by Party B in order to
          ensure  the  progress  of the  project.

     4.   Party  A  ensures  that  all  additional  contracts  or  supplementary
          documents, signed by the Parties, relating to this Contract or Project
          having the same legal status and effect as the Contract.

     5.   Subject to the  approval of this  Contract and its  appendices  by the
          Approval  Authority,  this Contract  creates legal,  valid and binding
          obligations  that are  enforceable  against Party B in accordance with
          this Contract and all applicable laws and regulations.


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                                    CHAPTER 4
                        ESTABLISHMENT OF THE CONTRACTUAL
                              JOINT VENTURE COMPANY

Article 4.1          Establishment of the Company
The Company shall be a contractual  joint venture with limited  liability formed
under the "Law of the People's Republic of China on Chinese Foreign  Contractual
Joint Ventures" and other relevant laws and regulations of the People's Republic
of China.

Article 4.2          The Legal Name and Address of the Company
Parties to this Contract are as follows:

Party A: Deyang Guangshi Network Development Ltd.

Place of Registration:   Jinghu Hi-Tec Development District, the City of Deyang,
                         the Province of Sichuan, the People's Republic of China

Legal Address:           #50, MinJang Road East, Jinghu Hi-tec Development Dis-
                         trict, the City of Deyang, the Province of Sichuan, the
                         People's Republic of China

Legal Representative:
Name: Zhou, Jinan
Position: Chairman of the Board
Nationality: Chinese
Telephone: 86-838-223-2538
Fax: 86-838-220-3326

Article 4.3          Laws of the People's Republic of China
The Company shall be a contractual joint venture registered in Deyang,  approved
by the relevant  Approval  Authorities.  As a legal  entity,  the Company  shall
comply with the laws and  regulations  of the  People's  Republic of China.  All
activities  of the Company  shall be governed and  protected by the laws and the
pertinent rules and regulations of the People's Republic of China.

Article 4.4          Limited Liability
The  Company  is  a  limited  liability  company.   The  investment  funds,  the
cooperative  conditions  and the terms  provided by both Parties of the Contract
shall constitute part of the property of the Company. The Company's  liabilities
shall be settled by the  properties  of Company,  except the  ownership  and the
right of use of the Network. Both Parties of the Contract have reached consensus
on the following:  the terms and conditions of the  cooperation  and investment,
profit distribution,  business management and operation, and assets distribution
on termination of the Contract.


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                                    CHAPTER 5
                 OBJECTIVE OF THE CONTRACT AND SCOPE OF BUSINESS

Article 5.1          Objective
The objective of the Company is to provide Internet technology services for data
transmission  and Internet  related  business in the Deyang  area.  This will be
accomplished by economic  cooperation and technical exchanges as well as through
adopting advanced technology and scientific  management  expertise,  in order to
achieve reasonable economic results and ensure a maximum rate of return for both
Parties.

Article 5.2          Scope of Business
The scope of business of the Company  shall  include the  provision  of Internet
technology services including,  without  limitation,  the purchase,  processing,
upgrading, development,  installation,  operation, maintenance and management of
network   platform  for  broadband   data   transmission,   network  based  data
transmission and value-added  business;  application software  development;  and
technical, consulting, management and training services.

Article 5.3          Business Plan

The following sets out a description of the Company's business plan:

     1.   Party A wishes  to use the  Network,  Facilities  and  Frequencies  to
          provide  Internet   connectivity   services  to  customers  in  Deyang
          (collectively,  "Network Customers"). However, the Network, Facilities
          and  Frequencies  cannot be used for such  purpose  until  appropriate
          hardware and software is installed on the Network.

     2.   Party A and Party B agree that the Company  shall act as the exclusive
          Internet  technology service provider for this purpose.  Specifically,
          the Company shall select,  purchase, own, process,  upgrade,  install,
          manage,  operate and  maintain  all  hardware  and  software  that the
          Company  considers  necessary  for the purpose of enabling  Party A to
          provide internet  connectivity  services to its HFC Network  Customers
          through the Network, Facilities and Frequencies.

     3.   Upon  receiving  an  Internet  operating  permit  and other  necessary
          Approvals,  Party A shall contract with one or more of the government-
          approved Internet Network Provider(s) to interconnect the Network with
          the  Internet.  Party  A  shall  be  responsible  for  paying  all the
          interconnection fees payable to such Internet Network Provider(s).


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  4.   In consideration for providing internet  connectivity services to Network
       Customers as an Internet Service Provider,  Party A shall require Network
       Customers to pay to Party A, a monthly  connection  fee (the  "Connection
       Fee").   Party  A  shall  use  such   Connection   Fees  to  offset   the
       interconnection  fees that Party A shall be  required to pay to Party A's
       Internet Network Provider(s).

  5.   In consideration  for providing  Internet  technology  services that will
       enable Network  Customers to obtain  Internet  connectivity  from Party A
       through the Network,  the Company shall require Network  Customers to pay
       to the Company, an initial installation fee and a monthly maintenance fee
       (the  "Installation  and  Maintenance  Fee").  The Company shall use such
       Installation  and  Maintenance  Fees to offset the Company's  capital and
       operating costs and to earn an acceptable  return on its investment.  The
       Company shall distribute to Party A and Party B, all the net profits that
       the Company may derive  from such  activities  in the manner set forth in
       Article 9.1 of this Contract.

  6.   Immediately  after  the  Company  has been  established,  Party A and the
       Company shall  develop  specific  plans for  attracting  and  maintaining
       Network Customers on a cooperative basis, including: (i) the schedule for
       the selection, purchase, and installation of hardware and software on the
       Network and the other Internet  technology services that the Company will
       provide; (ii) marketing plans; (ii) pricing policies;  (iii) the form and
       content of the Connection Fee agreement that Party A will require Network
       Customers  to sign for the  purpose of  obtaining  Internet  connectivity
       services  from  Party  A  as  well  as  the  separate   Installation  and
       Maintenance   Fee  agreement  that  the  Company  shall  require  Network
       Customers  to sign  for  providing  Internet  technology  services;  (iv)
       collection of fees; and (v) other operational matters.


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                                    CHAPTER 6
                  TOTAL INVESTMENT, REGISTERED CAPITAL, CAPITAL
                CONTRIBUTIONS AND COOPERATIVE CONDITIONS FOR THE
                           CONTRACTUAL JOINT VENTUREE


Article 6.1          Total Investment

     1.   The  total  investment  of the  Company  shall be  US$4,500,000  (four
          million five hundred thousand US Dollars).

     2.   The unit of currency for the total investment,  registered capital and
          other  contributions  shall be the U.S. dollar.  The exchange rate for
          the two currencies shall be the average exchange rate announced by the
          State Administration of Foreign Exchange of China for U.S. dollars and
          RMB for the date on which the capital contributions are made.

     3.   All  capital  contributions  in cash  shall be  deposited  into a bank
          account  designated by the Company in Deyang or a foreign bank account
          designated by the Company, if approved by the State  Administration of
          Foreign  Exchange of China,  pursuant to the relevant foreign exchange
          laws regulations.

     4.   All capital contributions to the Company,  whether in cash or in other
          form, shall be used exclusively for the Company.

Article 6.2          Registered Capital

     1.   The  registered  capital of the  Company  shall be  US$2,250,000  (two
          million  and two hundred  and fifty  thousand US Dollars)  that may be
          contributed in the form of cash, equipment or services.  The equipment
          investment  is  US$1,250,000  (one  million  and two hundred and fifty
          thousand US Dollars)  and the cash  investment  is  US$1,000,000  (one
          million US Dollars).  The differences between the total investment and
          the  registered  capital  shall be raised  by Party B abroad.  2. By a
          unanimous consent of the Parties and the Board of Directors, the total
          investment   may  be  increased   for  the   Company's   new  business
          development.

Article 6.3          Cooperative Conditions
The cooperative conditions of the Parties are as follows:

     1.   Party A shall:

          (1)    Party A ensure that the Company shall be the exclusive provider
                 of the Internet  technology services in relation to the Network
                 (the  ownership  of the Network  belongs to Party A) and enable
                 Party A to use the HFC Network,  Facilities and  Frequencies to
                 provide Internet  connectivity services to Party A's customers;
                 and


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          (2)    obtain all  regulatory  Approvals,  licenses  and permits  that
                 either  the  Company or Party A may  require  to  perform  this
                 Contract.  Without  limiting the  generality of the  foregoing,
                 Party A shall  obtain an  Internet  operating  permit  from the
                 Ministry of Information  Industries and any other Approval that
                 Party A may  require  in  order  to  legally  provide  Internet
                 connectivity  services  in  the  manner  contemplated  by  this
                 contract.

     2.   Party B shall contribute to the Company in the form of cash, equipment
          or services to the Company  with an aggregate  value of  US$4,500,000.
          The  differences  between  the  total  investment  and the  registered
          capital shall be raised by Party B abroad.

     3.   Timing of Contributions

          The contributions stipulated in the Contract shall be carried out as
          follows:

          (1)  Party A shall obtain all the  Approvals  contemplated  by Article
               6.3(1) above  within  fifteen (15) days after the issuance of the
               Business License. If all such Approvals are not obtained by Party
               A within  fifteen  (15) days after the  issuance of the  Business
               License  due to the  reasons  of policy  change  or  governmental
               delay,  Party A shall  not to be  considered  in  breach  of this
               Contract.

          (2)  The initial registered capital contribution of US$1,000,000 shall
               be made by Party B within twenty (20) days after  receiving  each
               of the following documents in form and substance  satisfactory to
               Party B: (i) true  copies of all the  Approvals  contemplated  by
               Article  6.3(1)  above;  and  (ii) a legal  opinion  issued  by a
               qualified  Chinese  law  firm  selected  by  Party  B  confirming
               relevant legal matters, such as: (a) all such Approvals have been
               validly  issued  and are in good  standing;  (b) Party A owns and
               controls the Network and has the right to use the  Facilities and
               Frequencies for data  transmission and Internet related business;
               and (c) this  Contract is legal,  valid and  enforceable  against
               Party A. If Party B does not receive all such  documents  in form
               and substance  satisfactory to Party prior to such date,  Party B
               shall not be obliged to contribute any capital to the Company and
               Party B shall not be considered in breach of the Contract.

          (3)  The remaining registered capital and other contributions to the
               Company  shall be made in accordance  with the Company's  project
               schedule  (as the  Board  of  Directors  may  establish)  and the
               relevant legal requirements of the People's Republic of China.


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 . Modification of Cooperative Conditions

During the term of this Contract,  the Parties shall not modify the  cooperative
conditions upon which the Parties have mutually agreed.

Article 6.4          Verification of Contributions

A reputable  international  accounting firm registered in China shall be engaged
by the Company to verify the contributions of Party B and issue a Certificate of
Verification.  Upon receipt of a satisfactory  Certificate of Verification,  the
Company shall issue a new Certificate of Capital Contribution to each Party. The
Certificate of Capital  Contribution shall include the following items: the name
of the Company,  the date of  establishment,  the names of the Parties and Party
B's  contributions,  the date on which the capital  contributions were made, and
the date of issuance of the Certificate of Capital Contribution. The Certificate
of  Capital  Contribution  shall be the  final  evidence  of Party  B's  capital
contribution to the Company.  The Certificate of Capital  Contribution  shall be
effective  when signed by the  Chairman  and Vice  Chairman of the Board and the
seal of the Company is affixed thereon.

Article 6.5          Assignment of Interest, Rights and Obligations

     1.   If a Party (the  Transferring  Party) to the Contract intends to sell,
          assign,  transfer,  wholly  or  in  part,  its  interest,  rights  and
          obligations to a third party, a prior written consent must be obtained
          from the  other  Party  (the  Non-Transferring  Party).  The  modified
          Contract  can only be  effective  after  the  modifications  have been
          registered  with the State  Administration  for  Industry and Commerce
          within  thirty  (30) days  after  approved  by the  relevant  Approval
          Authorities.

     2.   If the Transferring Party desires to sell, assign or transfer,  wholly
          or in part,  its  interest,  rights and  obligations  to a third party
          other than a subsidiary of the  Transferring  Party,  the Transferring
          Party shall secure a binding  written  offer (the "Third Party Offer")
          from such third party. The Non-Transferring Party shall have the right
          (the "First Right of Refusal")  exercisable  within  fifteen (15) days
          after  receiving  a copy of the  Third  Party  Offer to  purchase  the
          Transferring  Party's interest,  rights and obligations in the Company
          on the same terms and  conditions as set out in the Third Party Offer.
          The  Non-Transferring  Party shall  notify the  Transferring  Party in
          writing prior to exercise its First Right of Refusal.


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     3.   If the  Non-Transferring  Party  exercises  its First Right of Refusal
          within  fifteen  (15) days after  receiving  a copy of the Third Party
          Offer to  purchase  the  Transferring  Party's  interest,  rights  and
          obligations  in  the  Company,  the  Transferring  Party's  respective
          interest,   rights  and  obligations   shall  be  transferred  to  the
          Non-Transferring Party on the same terms and conditions set out in the
          Third Party Offer.

     4.   If the  Non-Transferring  Party fails to  exercise  its First Right of
          Refusal within fifteen (15) days after  receiving the  notification of
          the Third Party Offer, the Transferring  Party may,  provided that the
          Transferring  Party has  obtained the prior  written  consent from the
          Non-Transferring   Party   (such   consent   shall  not  be   withheld
          unreasonably),  sell,  assign  or  transfer,  wholly  or in part,  its
          respective  interest,  rights and  obligations  in the  Company to the
          Third Party pursuant to Article 6.5(1) of this Contract.

     5.   Notwithstanding  the foregoing,  but subject to any required approvals
          from the Approval Authority, a Party, after notifying the other Party,
          may  sell,  assign or  transfer,  wholly  or in part,  its  respective
          interest, rights and obligations in the Company to its Subsidiary. The
          Parties agree that such assignment  shall not require prior consent of
          the  other  Party  and  shall  not  attach  any   conditions  to  such
          assignment.  The  Parties  also agree that the First Right of Refusal,
          shall not be applied to such assignment.

     6.   Any sale,  assignment  or transfer of a Party's  interest,  rights and
          obligations  in the  Company,  wholly or in part,  under this  Article
          shall  not be  effective  until  all  necessary  Approvals  have  been
          obtained. Upon receipt of such Approvals,  the Parties shall cause the
          Company to cancel or amend the  Certificate  of  Capital  Contribution
          referred to in Article 6.4.


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                                    CHAPTER 7
         RESPONSIBILITIES OF EACH PARTY OF THE CONTRACTUAL JOINT VENTURE

Article 7.1          Costs

The Parties shall be responsible  for performing  their  respective  obligations
contained in this Contract in a timely and effective fashion.  The Parties agree
that the cost incurred in performing the following  obligations shall be paid by
the Company,  except to the extent that any such cost is specifically designated
as part of a Party's  contribution to the registered capital of the Company or a
cooperative condition of a Party, as described in Article 6.3.

Article 7.2          Obligations of Party A:

     1.   To handle  applications for project approval,  business  registration,
          business   license  and  other  matters  from  relevant   governmental
          authorities  with respect to the  establishment of the Company and the
          business operations  contemplated in this Contract.  The company shall
          be responsible for the cost incurened.

     2.   To assist the Company in matters involving governmental departments or
          agencies of the People's Republic of China.

     3.   To assist the Company in obtaining  satisfactory access to the Network
          for the Company.

     4.   To assist the Company in applying for and  obtaining of all  necessary
          approvals,  permits, certificates and licenses required for conducting
          Company's business;

     5.   To assist the Company in  applying  for and  obtaining  of the maximum
          benefit,  under  the tax  policies  and  regulations  of the  People's
          Republic of China, of all permitted reductions in, or exemptions from,
          the income  tax,  withholding  tax,  import  duties,  value added tax,
          business and consumption  tax, local tax, real estate tax, vehicle tax
          or any  other  tax  reductions,  rebates  or  exemptions  to which the
          Company is currently entitled or may become entitled in the future;

     6.   To assist  Party B in  obtaining  all  necessary  licenses and foreign
          exchange approvals,  from the appropriate  authorities of the People's
          Republic of China,  to permit  Party B to transfer out of China of all
          its profits,  dividends,  returning of invested  capital,  proceeds of
          liquidation,  after  paying  all  applicable  taxes  of  the  People's
          Republic of China;

     7.   To assist the Company to rent work site and office space;


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     8.   To  assist  the  Company  in   purchasing  or  leasing  any  necessary
          equipment, material, office supplies, tools of transportation and Tele
          communication facilities, etc;

     9.   To assist the Company in getting the utilities for business operation,
          such as water, electricity, transportation, etc.

     10.  To  assist  the  Company  in  recruiting   management   and  technical
          personnel,  workers  and other  personnel  required  from the  Chinese
          labour market.

     11.  To assist  expatriate and foreign  personnel in applying for Temporary
          Residential  Card,  entrance visa, work permit,  travel  documents and
          other documents required.

     12.  To give  convenience to Party B in  implementing  and  supervising its
          investment.

     13.  To Provide  Party B, within  fifteen  (15) days after  signing of this
          Contract,  with written evidence that Party A is able to provide Party
          A's cooperative conditions as stipulated under Article 6.3 (1) of this
          Contract to ensure that this Contract can be carried out by Party A.

     14.  To assist the Company, with the best effort, to promote its business.

     15.  To assist with other matters that entrusted by the Company.

Article 7.3          Obligations of Party B:

     1.   To  assist  Party  A to  handle  applications  for  project  approval,
          business  registration,   business  license  and  other  matters  from
          relevant   Approval   Authorities   in  Deyang  with  respect  to  the
          establishment of the Company

     2.   To assist the Company: (i) to develop financial planning and reporting
          systems, and (ii) to apply advanced scientific management systems;

     3.   To assist the Company in matters involving governmental departments or
          agencies of the People's Republic of China.

     4.   As  entrusted  by the  Company:  (i) to  select  advanced  technology,
          equipment  parts,  software  and  other  related  materials,  that are
          unavailable in the People's  Republic of China, from the international
          market;  (ii)  on  behalf  of the  Company,  to  select  and  purchase
          appropriate equipment necessary for the project at a comparable price,
          quality and  specifications;  (iii) to ship the equipment to Deyang or
          such other  destinations  in the People's  Republic of China where the
          Company  is  engaged  in  business;  and  (iv) the  cost  incurred  in
          performing the aforementioned duties shall be paid by the Company.


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     5.   To train the  technical  personnel and employees of the Company at the
          Company's cost.

     6.   To assist the Company, with the best effort, to promote its business.

     7.   Party  B  shall  provide  Party A with a  Credit  Certificate  from an
          investment  bank within  fifteen (15) days after signing this Contract
          to show commitment to this Contract.

     8.   To assist with other matters that entrusted by the Company.

Article 7.4          Responsibilities  of Both  Parties  The  Parties  shall be
mutually responsible for the following:

     1.   Making  their  respective  contributions  to the  Company  pursuant to
          Article 6.3;

     2.   To use  their  best  efforts  and in good  faith:  (i) to  ensure  the
          economic viability and profitability of the Company;  (ii) to maximize
          revenue of the Company by increasing  the number of  subscribers;  and
          (iii)  protect  the  goodwill,   the   trademarks   and  patented  and
          non-patented technology of the Company from infringement;

     3.   To  ensure  that  two (2)  sets  of  books  and  records  are  kept in
          accordance with the applicable accounting  regulations of the People's
          Republic of China.  One set is in the Chinese  language and another is
          in the English language.  Parallel  Accounting Method shall be applied
          for each set of books and records in RMB and US Dollars.  All vouchers
          are to be kept with the Chinese books;

     4.   No party shall mortgage, pledge or permit any liens on any property of
          the  Company  without  prior  approval  of the Parties and the written
          approval of the Board of Directors;

     5.   Parties shall cooperate to each other,  execute all Company  documents
          and take all necessary  actions to achieve the objectives and goals of
          the Company set forth in this Contract.

     6.   No party shall  borrow from or lend money to or provide  guarantee  in
          the name of the Company or  establish  any  subsidiary  of the Company
          without prior approval of the Parties and the written  approval of the
          Board of Directors.


                                       16


<PAGE>


                                    CHAPTER 8
                                    EQUIPMENT


Article 8.1          Purchase of Equipment

All  equipment  for  the  Company  can  be  purchased   either  in  domestic  or
international  market.  If the  Company  needs to  purchase  from  international
market,  the Board of Directors of the Company shall make a decision to purchase
the  equipment.  The  Company  shall  submit the  equipment  purchased  from the
international  market  for  inspection  by the  commodity  inspection  authority
pursuant  to the "Law of the  People's  Republic of China on the  Inspection  of
Import and Export Commodities."


                                       17


<PAGE>


                                    CHAPTER 9
                               INCOME DISTRIBUTION

Article 9.1          Income Distribution

After the  Company  pays all taxes,  fees and  statutory  duties as  required by
applicable laws and regulations of the People's Republic of China, and allocates
the public  reserve funds and public  welfare funds and other  relevant funds as
required  by the  "Company  Law of the  People's  Republic  of China  "and other
regulations,  the net income  derived by the  Company  from  providing  Internet
technology services as contemplated hereunder shall be distributed as follows:

                                          Party A          Party B
          Phase I  (2001*-2005):            20%                        80%
          Phase II (2006-2010):             40%                        60%
          Phase III (2011-2015):            50%                        50%
          Phase III (2016-2020):            60%                        40%

*Or the Effective Date which ever occurs earlier.


                                       18


<PAGE>


                                   CHAPTER 10
                               BOARD OF DIRECTORS


Article 10.1         Establishment of Board of Directors
The Board of  Directors is the highest  authority  of the Company.  The Board of
Directors of the Company shall come into existence on the Effective Date.

The Board of Directors shall have all the powers under the law to make decisions
concerning the business, management and other impotent matters of the Company.

The Board of  Directors  shall be consisted  of seven (7)  Directors.  Three (3)
Directors of the Board shall be  appointed by Party A and four (4)  Directors of
the Board shall be  appointed by Party B. The Chairman of the Board of Directors
shall be  designated  by Party A and the Vice Chairman of the Board of Directors
shall  be  designated  by Party B. The  term of  office  of the  Chairman,  Vice
Chairman and Director of the Board is three (3) years. The term of office may be
renewed if the Director is continuously  appointed by their respective  Parties.
The distribution of Directors shall be as follows:

                                          Party A          Party B
          Phase I (2001*-2005):             3                4
          Phase II (2006-2010):             3                4
          Phase III (2011-2015):            4                3
          Phase III (2016-2020):            4                3

*Or the Effective Date which ever occurs earlier.

The powers, procedures,  requirements and other matters relating to the Board of
Directors are set out in the Articles of Incorporation.  If there is a conflict,
the Articles of Incorporation shall prevail.

Article 10.2         Board of Directors and the Chairman
The  Chairman  of the  Board of  Directors  is the legal  representative  of the
Company.  The Chairman of the Board exercises powers  authorized by the Articles
of  Association,  or to act as expressly  authorized  in writing by the Board of
Directors,  or to sign  the  document  that has  legal  power  binding  upon the
Company.


                                       19


<PAGE>


Article 10.3         Meeting of the Board of Directors and its Quorum
The Board of Directors  shall  convene at least two meetings  every year. At any
meeting,  a quorum shall  consist of at least four (4)  Directors,  of which not
less than one (1)  Director  is  appointed  by Party A and one (1)  Director  is
appointed by Party B, attending in person,  by proxy or by telephone.  A meeting
shall be  called by the  Chairman,  or,  if the  Chairman  is unable to call the
meeting,  the Chairman shall  delegate the Vice Chairman or another  Director to
call and preside over the meeting.

The  Chairman  of the  Board  must call a meeting  upon the  request  of any two
Directors.  Board of Directors  meeting  shall be called upon fourteen (14) days
written notice (or upon a shorter notice if all Directors  unanimously  agree in
writing from time to time) to all  Directors.  The Board  meeting can be held at
any  jurisdiction  approved  by  two  thirds  (2/3)  majority  of the  Board  of
Directors,  provided that  adequate  facilities  are  available  for  electronic
participation.

Directors  may be present  and vote in  person,  by proxy or by  telephone.  The
Chairman and the Vice Chairman shall each have one vote. For matters which would
otherwise need to be approved at a meeting of the Board of Directors, in lieu of
a meeting of the Board of Directors,  a written resolution may be adopted by the
Board of  Directors  if such  resolution  is sent to all members of the Board of
Directors  signed and adopted by the number of Directors  necessary to make such
decision as  stipulated  in this  Contract  and the  Articles of  Incorporation.
Notice of a Board  meeting  may be waived in writing at any time before or after
the  meeting.  A notice  shall be deemed to be  waived  by  attending  the Board
meeting in person, by proxy or participating by telephone or video conference.

Article 10.4         Powers of the Board of Directors
The Board of Directors may exercise all of the powers  belonging to the Company.
Except specifically  stipulated in the Contract hereof. All actions taken by the
Board of Directors shall require approval by simple majority of the Directors at
the meeting at which a quorum is present. However, the following matters require
approval of two thirds (2/3) majority of the Board of Directors:

     1.   Annual and any interim  production and operating plans, the annual and
          any interim operating budget,  including  anticipated  operating costs
          and expenses,  and annual and any interim financial  statements of the
          Company and any significant change to the aforementioned.


                                       20


<PAGE>


     2.   Significant  changes to the  business  scope or  business  plan of the
          Company as stipulated in Articles 5.2 and 5.3 hereof;

     3.   Determining  the salary and  benefits  for the  General  Manager,  the
          Deputy  General  Manager and the other Senior  Officers of the Company
          and any changes thereto;

     4.   The  appointment  and removal of the General  Manager,  Deputy General
          Manager, and other Senior Officers of the Company;

     5.   Determining  the  scale  of  wages,  benefits  and  allowances  of the
          employees of the Company and changes thereto;

     6.   The approval and amendment of the following:

          (i)  Any overdraw which is not included in the annual  budget,  single
               contract which is equivalent to US$100,000 (one hundred  thousand
               US  Dollars),  any  commitment  or  expenditure,   or  any  other
               contract, commitment or expenditure,  which is not included in an
               annual budget and by itself,  or together  with other  contracts,
               commitments  or  expenditure   exceeds  US$100,000  (one  hundred
               thousand US Dollars);

          (ii) Any  expenditure,  contract or commitment  approved in the annual
               budget which exceeds the amount provided for in the budget by 10%
               or any contract, commitment or expenditure approved in the annual
               budget which exceeds an amount  equivalent  to US$300,000  (three
               hundred  thousand US Dollars)or any higher dollar amounts and any
               higher percentage as the Board of Directors determines;

          (iii)Any  borrowing by the Company which would result in total debt of
               the Company  exceeds an amount  equivalent to  US$300,000  (three
               hundred thousand US Dollars);or

          (iv) The  disposition,  mortgage or transfer of fixed  assets owned by
               the  Company  with a value in  excess  an  amount  equivalent  to
               US$150,000 (one hundred and fifty thousand US Dollars).

     7.   The   commencement  or  settlement  of   arbitration,   litigation  or
          conciliation with any third party; and

     8.   The  appointment of a team of  liquidation  and its members to conduct
          the  liquidation of the Company in accordance  with Chapter 16 of this
          Contract.


                                       21


<PAGE>


Article 10.5         Matters Requiring Unanimous Approval of All Directors
The following matters shall require the unanimous approval of all Directors of
the Board:

     1.   Any modification of the Contract and the Articles of Incorporation;

     2.   Discontinuation or dissolution of the Company;

     3.   Increase,  decrease or  assignment  of the  registered  capital of the
          Company;

     4.   Pledge of assets of the Company;

     5.   Amalgamation with other economic organizations, splitting the Company,
          or changing the organization of the Company.

Article 10.6         Minutes of the Board Meeting
The minutes of the Board  meeting shall be confirmed and signed by the Directors
attending the meeting and shall be filed with the Company.


                                       22


<PAGE>


                                   CHAPTER 11
                          BUSINESS AND LABOR MANAGEMENT

Article 11.1         Management Office
The Company shall establish a management office,  which shall be responsible for
its day-to-day  operation and  management.  The  management  office shall have a
General  Manager and a Deputy General  Manager.  The General  Manager and Deputy
General Manager shall be appointed by the Board of Directors. The term of office
for the General  Manager and Deputy General Manager is three (3) years. In Phase
I (2001*-2005), the General Manager shall be nominated by Party B and the Deputy
General  Manager  shall be  nominated by Party A. A Director of the Board may be
appointed  as the General  Manager or the Deputy  General  Manager.  In Phase II
(2006-2010),  Phase III  (2011-2015)  and Phase IV, the General  Manager and the
Deputy General Manager shall be appointed by public recruitment.

*Or the Effective Date which ever occurs earlier.

Article 11.2         General Manager and Deputy General Manager
The  responsibility  of the General Manager is to carry out the decisions of the
Board of Directors,  and conduct the day-to-day  management of the Company.  The
Deputy  General  Manager  shall  assist the  General  Manager  to conduct  daily
operation of the Company.

Article 11.3         Powers of Board to Dismiss Corporate Officers
In case of  graft or  serious  dereliction  of duty on the  part of the  General
Manager or the Deputy  General  Manager,  the Board of Directors  shall have the
power to dismiss them at any time.

Article 11.4         Labor Management
Labor contract covering  employment,  dismissal,  resignation,  wages,  welfare,
insurance,   protection,   discipline,   rewards,  penalty,  and  other  matters
concerning  the  employees of the Company  shall be drawn up between the Company
and the  Trade  Union  of the  Company  as a whole  or  individual  employee  in
accordance with the laws and  regulations of the People's  Republic of China and
the City of Deyang on labor management. The labor contracts, after being signed,
shall be filed with the Deyang Labor Bureau for record.


                                       23


<PAGE>


Article 11.5         Senior Officers
The  appointment of senior  Officers who are  recommended by the Parties,  their
salaries,  social  insurance,  welfare and their standard of traveling  expenses
etc.  shall be decided by the Board of  Directors  with  reference  to the trade
standard in Deyang.


                                       24


<PAGE>


                                   CHAPTER 12
                                 CONFIDENTIALITY


Article 12.1         Confidentiality
No Party to this Contract shall, nor shall it permit any of its employees or the
employees of the Company to,  divulge to any person any  technical or commercial
secrets  concerning  execution of the business of the Company during the term of
the cooperation.  The  confidentiality  shall remain for a period of twenty (20)
years from signing of this Contract.


                                       25


<PAGE>


                                   CHAPTER 13
         TAXES, FINANCE, AUDIT, STATISTICS AND ENVIRORNMENTAL PROTECTION


Article 13.1         Taxation
The Company shall pay taxes in accordance  with the laws and  regulations of the
People's Republic of China.

Article 13.2         Income Tax
All employees of the Company shall pay individual  income tax in accordance with
the "Law of the People's Republic of China on Individual Income Tax."

Article 13.3         Funds
Allocations for public reserve funds,  Company  expansion funds,  public welfare
funds and bonus for employees shall be set aside in accordance with the "Company
Law of the People's  Republic of China "and other relevant laws and  regulations
of the People's Republic of China and the City of Deyang. The annual proportions
of  allocation  shall be  determined  by the Board of Directors  pursuant to the
legal requirements and the business situation of the Company.

Article 13.4         Accounting
The  financial  affairs and  accounting  of the Company  shall be carried out in
accordance  with the applicable  accounting  principle and financial  management
rules of the Ministry of Finance of the People's  Republic of China and the City
of Deyang. The accounting system of the Company shall be filed for record at the
Bureau of Finance and  Taxation in the City of Deyang and be  supervised  by the
relevant authorities of the City.

Article 13.5         Auditing
Financial  auditing  and  examination  of the Company  shall be  conducted by an
accounting firm registered in China and the auditor's  report shall be submitted
to the Board of Directors and the General  Manager.  The Parties to the Contract
have the right to engage, on their own, an registered  auditor in China to audit
the Company's books.

Article 13.6         Reports
The monthly  reports,  quarterly  reports and annual reports  including  Balance
Sheet,  Profit and Loss Statement and Cash Flow Statement  shall be submitted to
the relevant  authorities  in accordance  with the  regulations  of the People's
Republic of China.


                                       26


<PAGE>


Article 13.7         Environment
The  Company  shall  commit  to  bear  the   responsibility  of  protecting  the
environment  in  accordance  with the "Law of the People's  Republic of China on
Environment Protection".


                                       27


<PAGE>


                                   CHAPTER 14
                          MAMAGMENT OF FOREIGN CURRENCY


Article 14.1         Foreign Currency
All matters concerning foreign currency and foreign exchange shall be managed in
accordance with the  "Regulations  of the People's  Republic of China on Foreign
Exchange Control."

Article 14.2         Balance of Foreign Currency Reserve
The  Company  shall  maintain a balance of foreign  currency  reserve.  Any debt
incurred or guarantee  made as the terms and  conditions of this  cooperation by
either Party shall be settled by the respective Party, not by the Company.

Article 14.3         Remittance Foreign Currency
All profits,  income and funds after liquidation of Party B shall be entitled to
be remitted to outside China in accordance with relevant  regulations on foreign
exchange control of China.

Article 14.4         Remittance of Employment Income of Foreign Personnel  and
Expatriates  The employment  income and other  legitimate  income of foreign and
expatriate  personnel in the Company shall be entitled to remit their employment
income and other  legitimate  income to outside China after paying  relevant tax
and deducting expenses incurred in China.


                                       28


<PAGE>


                                   CHAPTER 15
                            DURATION OF THE CONTRACT

Article 15.1         Duration
The  duration of the  Contract is twenty (20) years.  The  establishment  of the
Company shall start from the date on which the relevant  approvals are obtained.
An  application  for the  extension of the  Contract,  proposed by one Party and
unanimously  agreed  by the  Parties  ,  shall  be  submitted  to  the  approval
authorities  one hundred  and eighty  (180) days prior to the expiry date of the
Contract.


                                       29


<PAGE>


                                   CHAPTER 16
                          THE DISPOSAL OF ASSETS AFTER
             EXPIRATION OF THE CONTRACT OR DISOLUTION OF THE COMPANY


Article 16.1         Committee of Liquidation
Upon expiration of this Contract, the Company shall liquidate the assets, credit
and debt. The liquidation  shall be carried out by a Committee of Liquidation in
accordance  with the  terms of the  Contract  and the  relevant  laws and  legal
procedures.  A Committee of  Liquidation  shall be consisted of  representatives
appointed by the Parties

Article 16.2         Assets Distribution
Upon early  termination  or expiration of this  Contract,  the Company's  assets
after  the  liquidation  shall  be  settled  in  accordance  with the Law of the
People's Republic of China on Chinese and Foreign Contractual Joint Ventures:

     (1)  All Company's fixed assets and capital shall be turned to Party A upon
          the expiration of the Contract;

     (2)  Upon early  termination  of the Contract,  after paying in full of the
          debts of the Company,  the Liquidation  Committee shall distribute the
          remaining  assets ( except the  ownership  and the right of use of the
          Network) in accordance with the profit  distribution ratios stipulated
          in  Article  9.1  hereto  as  of  the  liquidation   date.  After  the
          liquidation,  Part  A  has  the  pre-emptive  right  to  purchase  the
          remaining equipment.


                                       30


<PAGE>


                                   CHAPTER 17
                                    INSURANCE


Article 17.1         Insurance
The  Company  shall  purchase  insurance  policies  from an  underwriter  of the
People's  Republic of China.  The type, value and duration of the policies shall
be determined by the Board of Directors in accordance  with the  regulations  of
the People's Republic of China.


                                       31


<PAGE>


                                   CHAPTER 18
                                MODIFICATION AND
                           TERMINATION OF THE CONTRACT


Article 18.1         Modification
The modification of the Contract and the Articles of Incorporation, any increase
or decrease of the registered capital,  pledge of the corporate assets, merge or
split  of  the  Company,   discontinuation   or   dissolution  of  the  Company,
amalgamation  with other economic  organization or any other  important  matters
shall be unanimously  agreed by all Directors present at the Board meeting.  The
agreement  signed by both Parties can be effective  only after it is approved by
the original examination and approval authority.

Article 18.2         Early Termination
If the Company is unable to fulfill the  Contract or to continue  the  operation
due to heavy loss in successive years, or as a result of Force Majeure,  Chinese
law and policy change, the change of governmental administrative activities, the
Contract can be  terminated  before the  expiration  of the Contract  only after
consultation  between the  Parties and  obtaining  approvals  from the  original
examination and approval authorities. If the Board of Directors can not reach an
agreement on this matter,  the Parties shall have the right to refer the dispute
to Arbitration.

Article 18.3         Termination
If the Company is unable to continue its  operations  or achieve the  objectives
stipulated in this Contract due to that one of the contracting  Parties fails to
perform the obligations under the Contract and the Articles of Incorporation, or
breaches  the  Contract  and the  Articles of  Incorporation  (particularly  the
provisions of Chapter 3 of this Contract),  that Party shall be deemed as having
unilaterally  terminated  the Contract.  The other Party shall have the right to
terminate the Contract in accordance  with the  provisions of the Contract after
approved by the original approval authority as well as to claim damages.  If the
Parties  agree to  continue  to operate  the  Company,  the Party that failed to
perform the  obligations  under the Contract shall be liable for the losses thus
caused to the Company.


                                       32


<PAGE>


                                   CHAPTER 19
                      LIABILITIES FOR BREACHING OF CONTRACT


Article 19.1         Failure to Contribute Capital or to provide Terms and
                     Conditions of the Cooperation
If a Party fails to  contribute  on schedule  the  capital  contributions  or to
provide the  cooperative  conditions it is required to provide under Article 6.3
of this  Contract,  the Party shall be liable for breaching the Contract and pay
the other Party in cash in an amount  equal to 0.04% per day of the value of the
registered  capital,  for each day  following  the date  when  such  cooperative
condition  should have been, but was not provided.  If the breaching Party fails
to remedy such material breach within ninety (90) days after receiving a written
notice of breach from the other Party,  the breaching  Party shall pay a penalty
to the  other  Party in an amount  equal to 4.5% of the value of the  registered
capital.  In  addition  to the  penalty,  the other  Party  shall have the right
demanding  to terminate  the  Contract and claim the total damage  caused by the
breaching Party.

Article 19.2         Breaching of Contract by Fault
If a Party is in fault and fails to perform the  obligations of the Contract and
its appendices,  the Party in fault shall bear the responsibilities thus caused.
The  breaching  Party shall take action to remedy such  material  breach  within
thirty (30) days after notice in writing from the other Party.  Should it be the
fault  of  both  Parties,  each  of the  Parties  shall  bear  their  respective
responsibilities and losses, based on their specific circumstances.


                                       33


<PAGE>


                                   CHAPTER 20
                                  FORCE MAJEURE


Article 20.1         Force Majeure
Should either of the Parties to the Contract be prevented  from  performing  the
Contract by Force Majeure, such as earthquake,  typhoon, flood, fire and war and
other unforeseen  events, and their happening and consequences are unpreventable
and  unavoidable,  the  prevented  Party  shall  notify the other Party by cable
without any delay, and within fifteen (15) days thereafter  provide the detailed
information  of the  events  and a valid  document  for  evidence  issued by the
relevant  public  notary  organization  at where the Force  Majure  happens  for
explaining  the reason of its inability to perform or delay the  performance  of
all or part of the Contract.  Both Parties shall, through consultations,  decide
whether to terminate the  Contract,  or to execute the part of  obligations  for
implementation  of the  Contract  ,or  whether to delay the  performance  of the
Contract or to release from the  obligations  of the Contract or to release from
part of the  obligations of the Contract  according to the effects of the events
on the performance of the Contract.


                                       34


<PAGE>


                                   CHAPTER 21
                                 APPLICABLE LAW

Article 21.1         Applicable Law
The  formation of this  Contract,  its validity,  interpretation,  execution and
settlement  of the  disputes  shall  be  governed  by the  relevant  laws of the
People's Republic of China.

Article 21.2
If changes are made to the current laws, regulations or policies of the People's
Republic  of China  applicable  to this  Contract  to  provide  more  favourable
conditions  for the  achievement  of the objectives of the Parties as set out in
Article 5.1, 5.2 and 5.3 of this Contract,  the Parties shall  negotiate in good
faith to amend this Contract so that the Parties can benefit from the favourable
conditions to the greatest extent possible.

Article 21.3
If  changes  are made to the  laws,  regulations  or  policies  of the  People's
Republic of China at any time that cause the economic  interests of any Party to
suffer a material  adverse effect,  the Parties shall negotiate in good faith to
amend this Contract  and/or the  operations of the Company to remove or mitigate
such  material  adverse  effect as soon as possible and to the  greatest  extent
possible.


                                       35


<PAGE>


                                   CHAPTER 22
                             SETTLEMENT OF DISPUTES


Article 22.1         Consultation
Any disputes or differences  between the Parties arising out of or in connection
with this Contract or as to rights or obligations  hereunder  shall initially be
referred to the legal  representatives  of Party A and Party B for resolution to
the satisfaction of the Parties,  if possible.  The legal  representative of the
Parties  may,  if they so desire,  consult  outside  experts for  assistance  in
arriving at a resolution.  Such persons shall make a bona fide attempt,  through
friendly  negotiation,  to settle amicably any such dispute or difference within
30 days after its submission  and, if unable to do so, the dispute or difference
may be referred by any of them to Arbitration.

Article 22.2         Arbitration

     1.   Any  dispute  arising  out of or in  connection  with  this  Contract,
          including   any  question   regarding  its   existence,   validity  or
          termination or as to rights or  obligations  of the Parties  hereunder
          which is not settled by friendly consultation pursuant to Article 24.1
          shall be referred to and finally  resolved by arbitration in Stockholm
          in   accordance   with  the   Arbitration   Rules  of  the   Stockholm
          International  Arbitration  Centre  (the " SIAC  Rules")  for the time
          being in force which rules are deemed to be  incorporated by reference
          into this Article.

     2.   The tribunal shall consist of one  arbitrator to be jointly  appointed
          by  the  Parties.  If  the  Parties  are  unable  to  agree  upon  the
          appointment  of the  arbitrator  within 30 days,  then the  arbitrator
          shall be appointed in accordance with the SIAC Rules.

     3.   The Chinese and English  languages  shall both be used in the arbitral
          proceedings.  Unless  otherwise  agreed by the  Parties,  all  hearing
          materials,  statements  of claim or  defense,  award  and the  reasons
          supporting it shall be written in both Chinese and English languages.

     4.   To the  extent  this  Article  is  deemed to be a  separate  agreement
          independent  from this Contract,  Article 24.4 concerning  notices are
          incorporated herein by reference.

Article 22.3         Operation of the Company
Pending for the  resolution of any dispute or difference  submitted to the legal
representatives  of the  Parties  pursuant  to  Article  22.1 or to  arbitration
pursuant to Article  22.2,  the Company  shall  continue to conduct its business
activities in accordance with the business plans of the Company then in effect.


                                       36


<PAGE>


                                   CHAPTER 23
                                    LANGUAGE

Article 23.1         Language
The Contract shall be written in Chinese and English  languages.  Both languages
have equal legal  authority and effect.  Should there be a conflict  between the
two versions, the spirit and the objectives of the Contract shall be the guiding
principle to interpret the Contract.


                                       37


<PAGE>


                                   CHAPTER 24
                          EFFECTIVENESS OF THE CONTRACT
                                AND MISCELLANEOUS


Article 24.1         Appendices
The appendices (including the Articles of  Incorporation)drawn  up in accordance
with the principles of this Contract are an integral part of this Contract.

Article 24.2         Headings
The headings of the Articles of this Contract are for  convenience  of reference
only and shall not be deemed or  construed  as in any way  limiting or extending
the language of the provisions to which such headings may refer.

Article 24.3         Effective Date
This Contract and its  appendices  shall come into force on the date of approval
by the relevant approval authorities of the Government. This approval date shall
be the Effective Date.

Article 24.4         Notice
Should notices in connection  with any Party's rights and obligations be sent by
either Party A or Party B by telegram,  telex,  email or fax,  etc., the written
notices  shall  be also  required  afterwards.  Such  written  notices  shall be
delivered by postal  services,  and be considered to be received by the Party in
ten (10) business  days from the date of postmark.  The legal address of Party A
and Party B listed in this  Contract (or such other  address as either Party may
notify the other Party in writing) shall be the postal addresses.

Article 24.5         Severability
If any provision of this Contract  becomes fully or partly  invalid,  illegal or
unenforceable in any respect for any reason whatsoever,  the validity,  legality
and enforceability of the remaining provisions of this Contract shall not in any
way be affected or impaired thereby.

Article 24.6         Original Copies
This  Contract  is  executed  in Chinese  and  English  versions  and in six (6)
original  counterparts  each of which shall have equal effect in law. Each Party
shall keep one (1) copy of the original Contract.


                                       38


<PAGE>


IN WITNESS WHEREOF,  the Parties hereto have signed this Contract as of November
25, 2000.


Party A:                                       Party B:
Deyang Guangshi Network              Big Sky Network Canada
Ltd.
Development Ltd.                     [Chinese Characters Appear Here]
[Chinese Characters Appear Here]
[Chinese Characters Appear Here]

Legal Representative                            Authorized Representative



------------------------                        ------------------------
Jinan Zhou [Chinese Characters Appear Here]     Daming Yang
Chairman                                        President



[Seal]                                                   [Seal]


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