EXHIBIT 10.12

                              TERMINATION AGREEMENT

THIS AGREEMENT is made on the 2nd day of February, 2000.

BETWEEN:

          POPstar  Communications,  Inc., a corporation  incorporated  under the
          laws of the State of Nevada,  the United  States of America,  with its
          principal offices located at 107 East Third Avenue, Vancouver, British
          Columbia, Canada ("POPstar");

          - and -

          POPstar Global  Communications Inc., a corporation  incorporated under
          the laws of the British  Virgins  Islands with its registered  offices
          located at P.O. Box 3443, KPMG Centre, Tortola, British Virgin Islands
          ("POPstar-BVI");

          - and -

          Kemayan E.C. Hybrid Ltd., a corporation incorporated under the laws of
          the British Virgin Islands with its principal  offices  located at c/o
          10th Floor,  Menara  Kemayan,  160 Jalan  Ampang,  50450 Kuala Lumpur,
          Malaysia ("KECH");

          - and -

          Sunfield Industries Limited, a corporation incorporated under the laws
          of the British  Virgin Islands with its principal  offices  located at
          3-18-2 Jade Tower,  Seri Mas,  Jalan 4/89A,  3-1/2 Mile Cheras,  56000
          Kuala Lumpur, Malaysia ("Sunfield");

          - and -

          Uprising Overseas Limited,  a corporation  incorporated under the laws
          of the British Virgin Islands with its principal offices located at 40
          Jalan


<PAGE>

          SS2/28, 47300 Petaling Jaya, Selangor, Malaysia ("Uprising");

          - and -

          Golden Harvest Overseas Limited, a corporation  incorporated under the
          laws of the British Virgin Islands with its principal  offices located
          at  28  USJ  2/5K,  47600  Subang  Jaya,  Selangor,  Malaysia  "Golden
          Harvest");

          - and -

          Trustee of the Thompson Chu Family Trust, who is presently Philip Pang
          Lin Choi of 2702-6  Lucky  Commercial  Building,  103-9 Des Voeux Road
          West, Hong Kong SAR ("Trustee A");

          -and-

          Trustee of the John McDermott  Family Trust,  who is presently  Philip
          Pang Lin Choi of 2702-6  Lucky  Commercial  Building,  103-9 Des Voeux
          Road West, Hong Kong SAR ("Trustee B").


                                    RECITALS

WHEREAS:

A.   A certain  Shareholders'  Agreement dated January 12, 1999 was entered into
     among KECH, Sunfield,  Uprising,  Golden Harvest,  Trustee A, Trustee B and
     POPstar-BVI;

B.   Four certain Investor Rights  Agreements,  all dated January 12, 1999, were
     entered into between POPstar-BVI and each of KECH,  Sunfield,  Uprising and
     Golden Harvest;

C.   A certain  Registration Rights Agreement dated January 12, 1999 was entered
     into between  POPstar-BVI and each of KECH,  Sunfield,  Uprising and Golden
     Harvest;

D.   Four certain Investor Exchange Agreements, all dated July 13, 1999, were



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<PAGE>

     entered  into  between  POPstar and each of KECH,  Sunfield,  Uprising  and
     Golden Harvest;

E.   A certain  Share  Subscription  Agreement is proposed to be entered into on
     February 2, 2000 between POPstar and netalone.com (BVI) Ltd.; and

F.   A certain  Nominee  Director  Agreement  is proposed to be entered  into on
     February 2, 2000 among POPstar,  KECH,  netalone.com  (BVI) Ltd., Trustee A
     and Trustee B;

     NOW THEREFORE THIS AGREEMENT  WITNESSES that in consideration of the mutual
covenants and agreements hereinafter  contained,  the parties covenant and agree
with one another as follows:

1.   Subject  to  the  entering  into  and  becoming   effective  of  the  Share
     Subscription  Agreement and the Nominee Director  Agreement  referred to in
     Recitals  E and F above,  the  parties  hereto  each  irrevocably  agree to
     terminate,  release,  discharge and quit claims the Shareholders' Agreement
     referred to in Recital A, the  Investor  Rights  Agreements  referred to in
     Recital B and the Registration Rights Agreement referred to in Recital C.

2.   This  agreement  shall be governed by and construed in accordance  with the
     laws of the State of Nevada.

3.   This  agreement  may be executed  by the parties in separate  counterparts,
     each of which,  when so executed and  delivered  (including  by  facsimile)
     shall be an original,  and all of which when taken  together shall together
     constitute one and the same instrument.  This agreement will not be binding
     upon any party until it has been executed by each of the parties (including
     by facsimile) and delivered to all other parties.

     IN WITNESS  WHEREOF the parties have duly executed this agreement as of the
date first above written.


POPSTAR COMMUNICATIONS, INC.


 /s/  Thompson Chu
------------------------------------

Name:      Thompson Chu

Title:     Chairman


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<PAGE>

POPSTAR GLOBAL COMMUNICATIONS INC.


 /s/ Thompson Chu
------------------------------------

Name:      Thompson CHU

Title:     Director


KEMAYAN E.C. HYBRID LTD.


 /s/ Yong Kiat Rickie Tang
------------------------------------

Name:      Yong Kiat Rickie TANG

Title:     Director


SUNFIELD INDUSTRIES LIMITED


 /s/ Wong Kok Mun
------------------------------------

Name:      WONG Kok Mun

Title:     Director


UPRISING OVERSEAS LIMITED


 /s/ Chan Kwei Ching
------------------------------------

Name:      CHAN Kwei Ching

Title:     Director




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<PAGE>


GOLDEN HARVESR OVERSEAS LIMITED


 /s/ Tai Boon Tatt
------------------------------------

Name:      TAI Boon Tatt

Title:     Director


PHILIP PANG LIN CHOI (in his capacity as
trustee of the Thompson Chu Family Trust)


 /s/ Philip Pang Lin Choi
------------------------------------
Philip Pang Lin CHOI, as trustee - 2 FEB 2000


PHILIP PANG LIN CHOI (in his capacity as
trustee of the John McDermott Family Trust)


 /s/ Philip Pang Linchoi
------------------------------------
Philip Pang Lin CHOI, as trustee - 2 FEB 2000






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