EXHIBIT 10.14

                      Dated: The 11th day of February, 2000





                          POPSTAR COMMUNICATIONS, INC.

                                       and

                             PRIME STAR ASIA LIMITED



                                   AGREEMENT

                           for Subscription of Shares
                                       of
                          POPstar Communications, Inc.




                           GOODMAN PHILLIPS & VINEBERG
                          In Association with Fong & Ng
                          8th Floor, Aon China Building
                             29 Queens Road Central
                                    Hong Kong


<PAGE>

                          SHARE SUBSCRIPTION AGREEMENT

                          POPstar Communications, Inc.


THIS SHARE SUBSCRIPTION AGREEMENT is dated the 11th day of February, 2000.

B E T W E E N:

(1)  POPSTAR COMMUNICATIONS,  INC., a corporation incorporated under the laws of
     the State of Nevada,  the United States of America whose  principal  office
     address is located at 107 East 3rd  Avenue,  Vancouver,  British  Columbia,
     Canada (the "Company");


     and


(2)  PRIME STAR ASIA LIMITED,  a corporation  incorporated under the laws of the
     British  Virgin  Islands  whose  registered  address is Sea  Meadow  House,
     Blackburne  Highway,  Road Town,  Tortola,  the British Virgin Islands (the
     "Investor");

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Purchase and Sale of Shares.

1.1  Sale and Issuance of  Restricted  Common  Shares.  Subject to the terms and
     conditions  of this  Agreement,  the  Investor  agrees to  purchase  at the
     Closing  (as  defined in Section  2.1) and the  Company  agrees to sell and
     issue to the Investor at the Closing  750,000 shares of common stock of the
     Company at a price per share of US$2.00 (the "Shares").

1.2  Option.  As further  consideration  for the  aggregate  amount  paid to the
     Company pursuant to Section 1.1, the Company hereby grants to the Investor,
     or its  permitted  assigns or  transferees,  an option to purchase from the
     Company at any time prior to the date which is three months  subsequent the
     date on which the  Company's  shares are relisted  and/or quoted on the OTC
     Bulletin Board ("OTCBB"),  subject to prior  termination in accordance with
     Section  8.2,  750,000  Shares  (such  underlying  shares,  as increased or
     decreased in accordance herewith,  are hereinafter referred to collectively
     as the "Option Stock").  Such option will be exercisable from time to time,
     in whole or in part,  for a price per  Share  set forth in the  immediately
     preceding


<PAGE>

     Section 1.1 (as  modified  from time to time in  accordance  herewith,  the
     "Exercise Price").  Such option shall be assignable by the Investor without
     restriction  (except for  applicable  securities  laws).  The  Investor may
     exercise its option by the delivery of written  notice to the Company.  The
     Company  will issue the Shares that are the subject of the option,  and the
     Investor  will pay the price  therefor to the Company in cash, on the third
     (3rd)  business  day  following  any  exercise of the  option.  Prior to an
     exercise  of the option  granted  it  pursuant  to this  Section  1.2,  the
     Investor  shall  not  have  any  rights  or  obligations  as a  shareholder
     hereunder  with  respect to the Option Stock (the rights as a holder of the
     Shares acquired pursuant to Section 1.1 being unaffected).

1.3  Anti-Dilution.  With respect to the option described in Section 1.2 and the
     rights of the Investor in connection therewith:

     (a)  Subdivision and Combination.

          (i)       In case the Company  shall at any time  subdivide or combine
                    the outstanding  Shares,  the Exercise Price shall forthwith
                    be  proportionately  decreased in the case of subdivision or
                    increased  in the case of  combination.  Such  (combination)
                    subdivision  may consist of (reverse)  stock  splits,  stock
                    dividends,   reclassifications   or  any  other   comparable
                    transaction  by which  Shares  or other  capital  stock  are
                    (combined  into a smaller  number of  shares  or)  issued to
                    holders of such Shares or other  capital  stock by virtue of
                    such share ownership.

          (ii)      Upon each  adjustment of the Exercise  Price pursuant to the
                    provisions  of this  Section  1.3,  the  number of shares of
                    Option  Stock  issuable  upon the  exercise at the  adjusted
                    exercise price of the Investor's option shall be adjusted to
                    the nearest whole number of shares by multiplying the number
                    of shares of Option  Stock  issuable  upon  exercise of such
                    option prior to the adjustment by a fraction,  the numerator
                    of which is the Exercise Price in effect  immediately  prior
                    to such  adjustment  and the  denominator  of  which  is the
                    adjusted Exercise Price.

          (iii)     For the  purpose of this  Section  1.3,  the term  "Shares "
                    shall mean (i) the Shares as defined in the recitals hereto,
                    or (ii) any other class of stock  resulting from  successive
                    changes  or  reclassifications  of  such  Shares  consisting
                    solely of changes in par value,  or from par value to no par
                    value, or from no par value to par value.

     (b)  Merger or  Consolidation.  In case of any consolidation of the Company
          with,  or  merger of the  Company  with or into,  another  corporation
          (other  than a  consolidation  or merger  which does not result in any
          reclassification  or change of the  outstanding  Shares),  the  entity
          formed by such  consolidation  or merger shall  execute and deliver to
          the Investor a supplemental  option  providing that the Investor shall
          have the right  thereafter  (until the  expiration  of such option) to
          receive,  upon exercise of such option,  the kind and amount of shares
          of stock  and  other  securities  and  property  receivable  upon such
          consolidation or merger, by a holder of the number of shares of Option
          Stock of the Company for which such option  might have been  exercised
          immediately  prior to such  consolidation,  merger,  sale or transfer.
          Such supplemental option shall



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<PAGE>

          provide for  adjustments  which shall be identical to the  adjustments
          provided above. The above provision of this subsection shall similarly
          apply to successive consolidations or mergers.

     (c)  Notices of Adjustments. After each adjustment of the Exercise Price or
          the  number  of  Shares   issuable   upon   exercise  of  any  of  the
          aforementioned  option  pursuant to this Section 1.3, the Company will
          promptly  (but in all cases within seven (7) days) prepare a notice to
          the Investor  setting forth:  (i) the Exercise  Price, as so adjusted,
          (ii) the number of shares of Option Stock purchasable upon exercise of
          the option after such  adjustment,  and (iii) a brief statement of the
          facts  accounting  for such  adjustment.  The Company  will cause such
          notice to be sent by  overnight  courier to the  Investor  at his last
          address as it shall appear on the registry books of the Company.

2.   The Closing.

2.1  Closing. The closing of the purchase and sale of the Shares (the "Closing")
     shall take place at 107 East 3rd Avenue,  Vancouver, BC, V5T 1C7, Canada no
     later than the close of business  (Vancouver  time) on February 18, 2000 or
     at such other time, date and place as the Company and the Investor mutually
     agree upon orally or in writing (the "Closing Date").

2.2  Deliveries by the Company. At the Closing, the Company shall deliver to the
     Investor a certificate or certificates  representing 750,000 Shares against
     payment  of the  aggregate  purchase  price  of  US$1,500,000  therefor  by
     certified cheque, irrevocable wire transfer or any combination thereof.

2.3  Deliveries by the Investor.  At the Closing,  the Investor  shall deliver a
     certified cheque or such evidence of irrevocable  wire transfer  reasonably
     satisfactory to the Company.

3.   Representations and Warranties of the Company.

     The  Company   hereby   represents   and  warrants  to  the  Investor,   as
     representations  and  warranties  that will be true and  correct  as of the
     Closing Date:

3.1. Organization, Good Standing and Qualification. The Company is a corporation
     duly organized, validly existing and in good standing under the laws of the
     State of Nevada  with full  corporate  power and  authority  to execute and
     deliver  this  Agreement  and to perform  its  obligations  hereunder.  The
     execution,  delivery  and  performance  of this  Agreement  have  been duly
     authorized  by all  necessary  corporate  action  of the  Company  and this
     Agreement  constitutes  a valid  and  binding  obligation  of the  Company,
     enforceable against it in accordance with its terms.

3.2. Capitalization.  The  authorized  capital stock of the Company  consists of
     50,000,000  shares of common stock,  par value  US$0.001 per share,  and no
     shares of preferred  stock. As of the date of this  Agreement,  the Company
     has  18,547,500  shares of common stock issued and  outstanding.  No shares
     have otherwise been registered  under state or federal  securities laws. As
     of the Closing  Date,  all of the issued and  outstanding  shares of common
     stock of the Company are validly issued, fully paid and



                                      -3-
<PAGE>

     non-assessable.  Except with  respect to the Shares and Option  Stock which
     are the  subject of this  Agreement,  the  employee  stock  options  for an
     aggregate  of  757,500  common  shares  having an average  strike  price of
     US$0.389  per  employee  option  share,  an  aggregate  of up to  3,000,000
     restricted common shares reserved to be issued pursuant to certain Investor
     Exchange  Agreements  all dated July 13, 1999,  750,000  restricted  common
     shares  and up to  750,000  option  stock to be  issued  to  iTeleway  Inc.
     pursuant to a share  subscription  agreement dated February 11, 2000 and an
     aggregate of up to 1,500,000  option  stock  issued to  netalone.com  (BVI)
     Limited  (and/or its  assignee),  as of the Closing  Date there will not be
     outstanding any other warrants,  options or other agreements on the part of
     the Company obligating the Company to issue any additional Shares or any of
     its securities of any kind. Save for the above,  the Company will not issue
     any shares of capital  stock from the date of this  Agreement  through  the
     Closing Date.

3.3. Subsidiaries.  Except as  described  in  Exhibit  B, the  Company  does not
     presently own or control, directly or indirectly, any interest in any other
     corporation,  association, or other business entity. Except as disclosed in
     Exhibit  C,  the  Company  is  not a  participant  in  any  joint  venture,
     partnership, or similar arrangement.

3.4. Authorization.  All  corporate  action  on the  part  of the  Company,  its
     officers and  directors  necessary  for the  authorization,  execution  and
     delivery of this  Agreement,  and the performance of all obligations of the
     Company hereunder and thereunder, and the authorization, issuance, sale and
     delivery of the Shares being sold hereunder has been taken or will be taken
     prior to the Closing Date, and this Agreement constitutes valid and legally
     binding  obligations  of the Company,  enforceable  in accordance  with its
     terms.

3.5. Ownership of Shares.  The  delivery of  certificates  to the Investor  will
     result in the  Investor's  immediate  acquisition  of record and beneficial
     ownership  of the  Shares,  free and clear of all  encumbrances  other than
     restrictions on transfer imposed by Federal and State securities laws. Save
     as disclosed herein,  there are no outstanding  warrants,  options,  rights
     (pre-emptive,  conversion or  otherwise),  agreements or commitments of any
     kind relating to the issuance, sale or transfer of any equity securities or
     other securities of the Company.

3.6  Litigation.  There is no action, suit, proceeding or investigation of which
     the Company has notice pending or, to the best of the Company's  knowledge,
     currently  threatened  before  any  court,  administrative  agency or other
     governmental  body against the Company which questions the validity of this
     Agreement or the right of the Company to enter  hereinto,  or to consummate
     the  transactions  contemplated  hereby,  or  which  could  result,  either
     individually  or in the  aggregate,  in any material  adverse change in the
     condition  (financial  or  otherwise),   business,   property,   assets  or
     liabilities  of the  Company,  nor is the  Company  aware that there is any
     basis  for the  foregoing.  The  foregoing  includes,  without  limitation,
     actions,  suits,  proceedings or investigations  pending or, to the best of
     the Company's  knowledge,  threatened involving the prior employment of any
     of the  Company's  employees,  their use in  connection  with the Company's
     business of any information or techniques  allegedly  proprietary to any of
     their former  employers,  or their  obligations  under any agreements  with
     prior  employers.  Except as disclosed in writing to the  Investor,  to the
     best of the Company's knowledge,  the Company is not a party or subject to,
     and



                                      -4-
<PAGE>

     none of its  assets  is  bound  by,  the  provisions  of any  order,  writ,
     injunction,  judgment  or  decree  of any  court or  government  agency  or
     instrumentality which materially adversely affects the condition (financial
     or otherwise),  business,  property,  assets or liabilities of the Company.
     Except as disclosed in writing to the Investor, there is no action, suit or
     proceeding  initiated by the Company  currently pending or that the Company
     intends to initiate.

3.7. Title to Property and Assets.  The Company has good and marketable title to
     all of its properties and assets free and clear of all mortgages, liens and
     encumbrances,  except liens for current taxes and  assessments  not yet due
     for which  adequate  reserves  have been set aside and that do not,  in any
     case,  individually or in the aggregate,  materially detract from the value
     of the property subject thereto or materially  impair the operations of the
     Company or security  interests or  encumbrances  disclosed to the Investor.
     All liens and encumbrances affecting the Company's assets are summarized in
     Exhibit D hereto,  which is hereby incorporated by reference.  With respect
     to the property  and assets it leases,  the Company is in  compliance  with
     such  leases  and, to the best of the  Company's  knowledge,  holds a valid
     leasehold interest free of all liens, claims or encumbrances. The Company's
     properties  and assets and the  properties and assets leased by the Company
     are in good condition and repair in all material respects,  reasonable wear
     and tear excepted.

3.8. Brokers  or  Finders.  The  Company  has not agreed to incur,  directly  or
     indirectly,   any  liability  for  brokerage  or  finders'  fees,   agents'
     commissions or other similar  charges in connection  with this Agreement or
     any of the transactions contemplated hereby.

3.9. Meaning  of  Company's   Knowledge.   Where  used  herein,  the  expression
     "Company's knowledge" means information that is within the actual knowledge
     of the directors or officers of the Company after due and careful  enquiry,
     acting in their capacity as such in the course of their activities,  duties
     and responsibilities on behalf of the Company.

3.10.U.S.  and other  Applicable  Securities  Representations.  The  Company has
     taken all necessary  procedural  steps and measures to offer its securities
     only to "accredited  investors" (as defined in Section 501(a) of Regulation
     D under  the U.S.  Securities  Act of 1933,  as  amended,  hereinafter  the
     "Securities Act") or to persons that are not "U.S.  persons" (as defined in
     Regulation S under the Securities  Act),  and to otherwise  ensure that the
     offering  of the Shares to the  Investor  (and to all other  persons  whose
     purchases  of  Shares  may  be  integrated  with  the  Investor's  purchase
     hereunder)  is  exempt  from  the  registration   requirements   under  the
     Securities Act and from all other  applicable  securities  laws,  including
     without limitation the laws of the Province of British Columbia.

3.11.Books of Account  Accurate.  The books of account and financial  records of
     the Company accurately and correctly set out and disclose,  in all material
     respects, the current financial position of the business of the Company and
     all transactions of or relating to therein have been accurately recorded in
     such books and records.

3.12.No Undisclosed Liabilities.  The Company has not been nor is now subject to
     any liabilities or obligations,  direct, indirect or contingent (including,
     without limitation,  any outstanding guarantees) other than those disclosed
     in this  Agreement  and those  arising in the  ordinary  course of business
     (none of which, on an individual basis,



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<PAGE>

     exceed US$25,000.00).

3.13.No Guarantees.  Neither the Company nor its  subsidiaries has guaranteed or
     otherwise  given  security for or agreed to guarantee or give  security for
     any liability, debt or obligation of any person, firm or corporation.

3.14.No Union. The Company has not made any  arrangements  with any labour union
     or  employee   association   or  made   commitments  to  or  conducted  any
     negotiations  with any union or employee  association  with  respect to any
     future  agreements and is not aware of any current  attempts to organise or
     establish any labour union or employee association relating to the business
     of the Company.

3.15.Material  Contracts.  Save as  disclosed in Exhibit E, the Company is not a
     party to or bound by any  contracts,  agreements,  arrangements,  leases or
     other  documents  (oral or written)  other than those  entered  into in the
     ordinary  course  of  business  or which  involve a costs,  expenditure  or
     liability of less than US$25,000.00 for each such contract or document.

3.16.Income and Other  Taxes.  The Company has duly filed on a timely  basis all
     tax returns required to be filed by them in connection with the business of
     the  Company  and have  paid all  taxes  that are due and  payable  and all
     assessments,  reassessments,  governmental charges, penalties, interest and
     fines due and payable by them. The Company has made adequate  provision for
     taxes  payable in respect of the  business  of the  Company for the current
     fiscal  period and any  previous  periods for which tax returns are not yet
     required to be filed.  The Company has  withheld  from each payment made to
     any of its past or present employees,  officers or directors,  with respect
     to the business,  the amounts of all taxes and other deductions required to
     be  withheld  therefrom  and has paid the same to the  proper  tax or other
     receiving  authorities  or  officers  within  the time  required  under any
     applicable legislation.

3.17.Financial   Statements.   The  Company  has   delivered   to  the  Investor
     consolidated  balance  sheets of the  Company  and its  subsidiaries  as at
     December  31,  1999,  and  statements  of income and  changes in  financial
     position for the twelve-month period then ended. Such financial  statements
     are internally  prepared and unaudited but fairly present the  consolidated
     financial  condition  and  results of  operations  of the  Company  and its
     subsidiaries as at the respective dates thereof and for the periods therein
     referred  to, all in  accordance  with  generally  accepted  United  Stated
     accounting principles consistently applied throughout the periods involved,
     except as set forth in the notes thereto.

3.18.No  Material  Adverse  Change.  Since the date of the  Company's  financial
     statements,  being  December  31,  1999,  there  has not been any  material
     adverse  change in the business or  financial  condition of the Company and
     its subsidiaries taken as a whole.

3.19.Transactions  with  Directors and Officers.  Except as disclosed in Exhibit
     F, the Company  and its  subsidiaries  do not engage in  business  with any
     person in which any of the  Company's  directors or officers has a material
     equity  interest.  No director or officer of the Company owns any property,
     asset or right  which is  material  to the  business of the Company and its
     subsidiaries, taken as a whole.



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<PAGE>

3.20.Borrowing and Guarantee.  Save as  disclosed  herein,  the  Company and its
     subsidiaries  (a) do not have any  indebtedness for borrowed money, (b) are
     not  lending  or  committed  to lend any  money  (except  for  advances  to
     employees in the ordinary course of business).

4.   Representations and Warranties of the Investor.

     The  Investor  hereby  represents  and  warrants,  as  representations  and
     warranties  that will be true and correct as of the date of this  Agreement
     and will be true and correct as of the Closing Date, that:

4.1  No Qualification.  The Investor  understands and acknowledges that (i) none
     of the Shares have been qualified by a prospectus or registration statement
     or  otherwise   qualified  for  sale  under  the  securities  laws  of  any
     jurisdiction;  (ii) absent an exemption  from  registration  or  prospectus
     requirements of applicable  Federal and State securities laws of the United
     States of America,  the issuance  and sale of the Shares would  require the
     involvement  of a  registered  dealer  and the filing of a  prospectus  and
     registration  statement (if  applicable);  (iii) the Company is and will be
     issuing such securities in reliance upon  exemptions from the  registration
     and  prospectus   requirements  of  such  securities  laws;  and  (iv)  the
     availability  of such  exemptions  depends upon,  among other  things,  the
     Investor's  representations,  warranties and  agreements  contained in this
     Agreement,  including,  without  limitation,  the bona  fide  nature of the
     investment intent as expressed herein. The Investor further understands and
     acknowledges  that the Company,  subject to its obligations under Section 8
     hereof,  is under no obligation to register or qualify the Shares under any
     applicable  securities  law,  or to comply  with any  exemptions  under any
     applicable securities law in connection with any resale of such Shares.

4.2  No Regulatory  Review.  The Investor  understands and acknowledges  that no
     securities  commission or similar regulatory authority has made any finding
     or determination  regarding the fairness of the offer,  sale or issuance of
     the securities described herein, has made any recommendation or endorsement
     of the offer and sale of the securities described herein or has reviewed or
     passed in any way upon this  Agreement or upon the merits of the securities
     described herein.

4.3  Investment.  The  Investor  is  acquiring  the  Shares  as  principal,  for
     investment  purposes only, for Investor's own account and not with the view
     to or for resale.

4.4  Speculative  Investment.  The Investor is aware that the acquisition of the
     securities  herein is a speculative  investment  involving a high degree of
     risk and that there is no guarantee that the Investor will realize any gain
     from an investment in such  securities.  The Investor  further  understands
     that it could lose the entire amount of the Investor's  investment  herein.
     The Investor is financially able to bear the economic risk of an investment
     in the  securities  described  herein,  including  the ability to hold such
     securities  indefinitely  and to afford a complete  loss of the  Investor's
     investment in such securities.

4.5  Resale Restrictions. The Investor acknowledges that it's rights to transfer
     the Shares will be  restricted,  including  restrictions  under  applicable
     securities laws, and that the



                                      -7-
<PAGE>

     Investor  has been  independently  advised  as to such  restrictions,  and,
     without  limiting  the  generality  of the  foregoing,  the  fact  that the
     Investor  will  not be able to  trade in such  securities  except  where an
     exemption  is available  under  relevant  securities  laws and the Investor
     understands  such  restrictions.  The Investor  covenants  that it will not
     sell, transfer or otherwise dispose of the Shares except in compliance with
     all  applicable  securities  laws.  In connection  therewith,  the Investor
     acknowledges  that the Company  may make a notation on its share  registers
     and records  regarding  the  restrictions  on  transfers  set forth in this
     Section 4.5 and will  transfer  securities on the books of the Company only
     to the extent not inconsistent therewith.

4.6  No  Advertising.  The offering and sale of the Shares were not made through
     an  advertisement  of the  securities  in the printed  media of general and
     regular  unpaid  circulation,  radio or  television  or any  other  form of
     advertisement  or  as  part  of  a  general   solicitation.   The  Investor
     acknowledges that the information received by it does not,  individually or
     collectively,   constitute  an  offering  memorandum  or  similar  document
     describing  the  business  or affairs  of the  Company  which has been,  or
     appears or purports to have been,  prepared for delivery to, and review by,
     prospective  purchasers  in order to assist  them in  making an  investment
     decision in respect of securities of the Company;  provided,  however, that
     nothing contained in this sentence shall be construed as an acknowledgement
     of any kind  that the  Investor  has not  relied  on the  accuracy  of such
     information.

4.7  Brokers or Finders. No finder,  broker,  agent,  financial advisor or other
     intermediary  has acted on behalf of the  Investor in  connection  with the
     transactions contemplated by this Agreement.

4.8  Authorization.  This  Agreement when executed and delivered by the Investor
     will  constitute a valid and legally  binding  obligation  of the Investor,
     enforceable in accordance with its terms.

4.9  Accredited  Investors.  The Investor  acknowledges  that it has read and is
     familiar with and understands Rule 501 of Regulation D under the Securities
     Act.  The  Investor  acknowledges  that it is an  "accredited  investor" as
     defined in Rule 501(a) of Regulation D under the Securities Act and has the
     financial means and the business,  financial and investment  experience and
     acumen to evaluate the merits and risks of this investment, to conduct such
     investigations  as is considered  appropriate and to bear the risk inherent
     in this investment.

4.10 Certificate Legending. The certificates evidencing the Shares may contain a
     legend similar to the following or substantially as follows:

          THE  SHARE  OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT
          BE  SOLD  OR  OTHERWISE  TRANSFERRED  UNLESS  A  COMPLIANCE  WITH  THE
          REGISTRATION   PROVISIONS  OF  SUCH  ACT  HAS  BEEN  MADE,  OR  UNLESS
          AVAILABILITY  OF AN EXEMPTION  FROM SUCH  REGISTRATION  PROVISIONS HAS
          BEEN  ESTABLISHED,  OR  UNLESS  SOLD  PURSUANT  TO RULE 144  UNDER THE
          SECURITIES ACT OF 1933.

4.11 No Representation. Other than as set forth herein and those included in the



                                      -8-
<PAGE>

     documents  to be  delivered  with  the  Closing  contemplated  hereby,  the
     Investor  acknowledges  that it has not  received  and will not receive any
     representations  or warranties from the Company or any of its affiliates or
     any of its employees or agents in making an investment  decision related to
     the acquisition of the securities described herein.

5.   Conditions of Investor's Obligations at the Closing.

     The obligations of the Investor to complete the transaction contemplated by
     this  Agreement  are  subject to the  fulfillment  on or before the time of
     closing on the Closing Date of each of the following conditions, the waiver
     of which shall not be effective  against the Investor if the Investor  does
     not consent in writing thereto:

5.1  Representations  and Warranties.  The representations and warranties of the
     Company  contained  in  Section  3 shall  be true on and as of the  time of
     Closing with the same effect as though such  representations and warranties
     had been made on and as of the Closing Date.

5.2  Performance.  The  Company  shall  have  performed  and  complied  with all
     agreements, obligations and conditions contained in this Agreement that are
     required to be performed or complied with by it on or before the Closing.

6.   Conditions of the Company's Obligations at the Closing.

     The obligations of the Company to complete the transactions contemplated by
     this  Agreement  are  subject to the  fulfillment  on or before the time of
     closing on the Closing Date of each of the following conditions:

6.1  Representations  and Warranties.  The representations and warranties of the
     Investor  contained  in  Section  4 shall  be true on and as of the time of
     Closing with the same effect as though such  representations and warranties
     had been made on and as of the Closing Date.

6.2  Payment of Purchase Price.  The Investor shall have paid the purchase price
     specified  in Section 2.1  payable at such  Closing  against  delivery of a
     certificate  or  certificates  representing  the  Shares  issuable  at such
     Closing.

6.3  Proceedings  and  Documents.   All  corporate  and  other   proceedings  in
     connection with the  transactions  contemplated at the Closing hereby,  and
     all documents and instruments  incidental to these  transactions,  shall be
     reasonably satisfactory in substance to the Company.

7.   Miscellaneous.

7.1  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of the  State of  Nevada,  the  United  States of
     America,  without regard to any provisions thereof relating to conflicts of
     laws principles thereof.

7.2  Survival.  The representations,  warranties,  covenants and agreements made
     herein



                                      -9-
<PAGE>

     shall survive any investigation made by the Company or the Investor and the
     closing of the transactions contemplated hereby.

7.3  Successors and Assigns. Except as otherwise provided herein, the provisions
     hereof shall inure to the benefit of, and be binding upon, the  successors,
     assigns,  heirs,  executors  and  administrators  of  the  parties  hereto;
     provided, however, that the rights of the Investor to purchase Shares shall
     not be assignable without the consent of the Company.

7.4  Entire  Agreement;  Amendment.  This  Agreement  and  the  other  documents
     delivered  pursuant hereto or contemplated  hereby  constitute the full and
     entire  understanding  and  agreement  among the parties with regard to the
     subjects hereof and thereof. Neither this Agreement nor any term hereof may
     be  amended,  waived,  discharged  or  terminated  other  than by a written
     instrument  signed  by the  party  against  whom  enforcement  of any  such
     amendment, waiver, discharge or termination is sought.

7.5  Notices,  Etc. All notices and other  communications  required or permitted
     hereunder,  shall be in writing and shall be personally delivered,  sent by
     facsimile,  or  delivered  by a nationally  recognized  overnight  courier,
     addressed (a) if to the Investor,  at the  Investor's  address or facsimile
     number set forth in Exhibit A, or at such other address or facsimile number
     as the Investor shall have  furnished to the Company in writing,  or (b) if
     to the Company,  at its address or facsimile number set forth in Exhibit A,
     or at such other  address or  facsimile  number as the  Company  shall have
     furnished to the Investor. Any such notice or communication shall be deemed
     to have been  received (A) in the case of personal  delivery or delivery by
     telecopier,  on the  date  of  such  delivery,  and  (B) in the  case  of a
     nationally-recognized overnight courier, on the next business day after the
     date when sent.

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

7.7  NO  QUALIFICATION.  THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT
     HAVE NOT BEEN  REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, STATE OR PROVINCE, IN
     RELIANCE UPON CERTAIN EXEMPTIONS FORM SUCH QUALIFICATION OR REGISTRATION TO
     THE EXTENT APPLICABLE. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE. AS
     A RESULT,  THIS  OFFERING  WILL NOT BE  REVIEWED  OR  APPROVED  BY THE U.S.
     SECURITIES AND EXCHANGE



                                      -10-
<PAGE>

     COMMISSION OR ANY OTHER SECURITIES REGULATORY AGENCY.

7.8  Expenses.  The Company and the  Investor  shall bear its own  expenses  and
     legal fees  incurred on its behalf with respect to this  Agreement  and the
     transactions contemplated hereby.

7.9  Counterparts.  This Agreement may be executed in any number of counterparts
     (including by facsimile),  each of which shall be  enforceable  against the
     parties  actually  executing such  counterparts,  and all of which together
     shall constitute one instrument.

7.10 Severability.  In the event that any provision of this Agreement becomes or
     is  declared  by  a  court  of  competent   jurisdiction   to  be  illegal,
     unenforceable  or void,  this  Agreement  shall  continue in full force and
     effect without said provision;  provided that no such severability shall be
     effective if it materially  changes the economic  benefit of this Agreement
     to any party.

7.11 Currency.  All  references  to money  in this  Agreement  and the  Exhibits
     hereto, except where otherwise indicated, are to amounts in lawful currency
     of the United States of America.

7.12 Amendments  to  Comply.   The  parties  will  execute  such  documents  and
     instruments as they may each approve, acting reasonably,  in order to amend
     this  Agreement to the extent  necessary to ensure that the  provisions  of
     this Agreement will comply with the law of the State of Nevada.

7.13 Public Announcements.  The parties will make such public announcements with
     respect to the  transactions  contemplated  herein as are (a)  required  by
     applicable  law  (provided  that the  parties  consult  with each  other in
     preparation thereof) or (b) as may be agreed to by the parties from time to
     time.

8.   Registration.

8.1  Quoting on OTCBB.  The Company  covenants  that its shares will be relisted
     and/or be quoted on the OTCBB  within the end of the  forty-five  (45) days
     subsequent to the date of this Agreement,  all parties hereby acknowledging
     that there will be no grace  period for any  defaults  in  relation to this
     covenant.

8.2  Breach or Default.  If the Company should be in breach under its obligation
     in Section 8.1 above,  the  Company  shall  repurchase  the Shares from the
     Investor for the same amount of consideration that was paid by the Investor
     to the Company for such Shares.  The Investor shall return any  instruments
     evidencing  the Option  Stock  issued  pursuant to Section  1.2,  marked as
     "Cancelled"  and do all such  things and  execute  all such  documents  and
     instruments  as are  necessary  or  reasonably  requested by the Company to
     indicate that its rights under Section 1.2 hereof are terminated.

8.3  Spending  Restriction.  The Company hereby  covenants and agrees that until
     such  date that is the  earlier  of (a) the date on which  its  shares  are
     relisted  and/or are quoted on the OTCBB as  provided in Section 8.1 hereof
     and (b) 45 days from the date hereof,  the Company shall spend a maximum of
     US$62,500 of the aggregate  purchase price payable  pursuant to Section 2.1
     hereof by the Investor.



                                      -11-
<PAGE>


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.


POPSTAR COMMUNICATIONS, INC.


By:  /s/ John McDermott
    ---------------------------------
    John McDermott

    President
    ---------------------------------
    Title


PRIME STAR ASIA LIMITED


By:  /s/ Ngan Kwai Kwok
    ---------------------------------

    Director
    ---------------------------------
    Title


                                                For and on behalf of
                                                PRIME STAR ASIA LIMITED


                                                 /s/ illegible
                                                ------------------------------
                                                Authorized Signature(s)




                                      -12-
<PAGE>

                                    EXHIBIT A

                              NOTICES (Section 8.5)

                                  THE INVESTOR

Name of Investor:               PRIME STAR ASIA LIMITED

Address:                        25  Floor, Flat A, Block 7
                                Provident Centre, Wharf Road
                                North Point
                                Hong Kong

Telephone No:                   (852) 2811-9982

Facsimile No:                   (852) 2811-9881

Attention:                      Mr. Ngan Kwai Kwok




                                   THE COMPANY

Name of the Company:            POPstar Communications, Inc.

Address:                        107 East 3rd Avenue
                                Vancouver, BC  V5T 1C7
                                Canada

Telephone No:                   (604) 872-6608

Facsimile No:                   (604) 872-6601





<PAGE>


                                    EXHIBIT B

                                  SUBSIDIARIES

                                  (Section 3.3)

The following is the only subsidiary of the Company:


POPstar Global Communications Inc. ("POPstar-BVI")
(wholly-owned)

Form of legal entity:      International Business Company, limited liability
Place of incorporation:    The British Virgin Islands
Date of incorporation:     December 17, 1998




The following are the only subsidiaries of POPstar-BVI:


POPstar Communications Asia Pacific Limited
(wholly-owned)

Form of legal entity:      Limited liability company
Place of incorporation:    Hong Kong
Date of incorporation:     June 20, 1991
Former name:               Echelon International Limited
Date of name change:       June 2, 1999


POPstar Communications Canada Corp.
(wholly-owned)

Form of legal entity:      Unlimited liability company
Place of incorporation:    The Province of Nova Scotia, Canada
Date of incorporation:     September 17, 1999




                                      -1-

<PAGE>

                                    EXHIBIT C

           JOINT VENTURES, PARTNERSHIP OR SIMILAR ARRANGEMENT ENTERED
                               INTO BY THE COMPANY

                                  (Section 3.3)

Nil.



                                      -1-


<PAGE>

                                    EXHIBIT D

                 LIENS AND ENCUMBRANCES AFFECTING COMPANY ASSETS

                                  (Section 3.2)

Nil.




                                      -1-


<PAGE>

                                    EXHIBIT E

                               MATERIAL CONTRACTS

                                 (Section 3.15)

1.   Licensing  Agreement  dated  January 11, 1999 between  POPstar-BVI  and TGI
     Technologies Ltd. ("TGI")

2.   Services Agreement dated January 11, 1999 between POPstar-BVI and TGI.

3.   Assignment  of  Trademark  dated  January  11,  1999  by TGI in  favour  of
     POPstar-BVI.

4.   Preferred   Share  Purchase   Agreement  dated  January  12,  1999  between
     POPstar-BVI and KECH.

5.   Preferred   Share  Purchase   Agreement  dated  January  12,  1999  between
     POPstar-BVI and Sunfield.

6.   Preferred   Share  Purchase   Agreement  dated  January  12,  1999  between
     POPstar-BVI and Uprising.

7.   Preferred   Share  Purchase   Agreement  dated  January  12,  1999  between
     POPstar-BVI and Golden Harvest.

8.   Supplemental  Preferred  Share  Purchase  Agreement  dated  March 29,  1999
     between POPstar-BVI and KECH.

9.   Supplemental  Preferred  Share  Purchase  Agreement  dated  March 29,  1999
     between POPstar-BVI and Sunfield.

10.  Supplemental  Preferred  Share  Purchase  Agreement  dated  March 29,  1999
     between POPstar-BVI and Uprising.

11.  Supplemental  Preferred  Share  Purchase  Agreement  dated  March 29,  1999
     between POPstar-BVI and Golden Harvest.

12.  Promissory Note (in the amount of US$1,000,000) dated March 30, 1999 by TGI
     in favour of POPstar-BVI.

13.  Legal Retainer  Agreement dated April 29, 1999 between  POPstar-BVI and the
     Law Offices of M. Richard  Cutler  regarding  securities  laws services and
     issue of restricted common shares in lieu of portion of fees.

14.  Investor Relations  Agreement dated May 1, 1999 between POPstar-BVI and The
     Michelson  Group,  Inc.  regarding  the  provision  by the latter  party of
     investor relations services to POPstar-BVI.

15.  Further  Supplemental  Agreement dated May 1, 1999 between  POPstar-BVI and




                                      -1-
<PAGE>

     Sunfield.

16.  Acquisition   Agreement  dated  July  13,  1999  between  the  Company  and
     POPstar-BVI.

17.  Investor  Exchange  Agreement  dated July 13, 1999  between the Company and
     KECH.

18.  Investor  Exchange  Agreement  dated July 13, 1999  between the Company and
     Sunfield.

19.  Investor  Exchange  Agreement  dated July 13, 1999  between the Company and
     Uprising.

20.  Investor  Exchange  Agreement  dated July 13, 1999  between the Company and
     Golden Harvest.

21.  Share Purchase Agreement dated July 16, 1999 between the Company and Robert
     Potter (100,000 restricted common shares).

22.  Share Purchase Agreement dated July 20, 1999 between the Company and Donald
     Farnell (10,000 restricted common shares).

23.  Share Purchase Agreement dated July 20, 1999 between the Company and Donald
     Roth (10,000 restricted common shares).

24.  Share Purchase Agreement dated July 20, 1999 between the Company and Thomas
     Halzack (5,000 restricted common shares).

25.  Amendment Agreement dated August 24, 1999 between the Company and Sunfield.

26.  Amendment to Licensing  Agreement dated August 24, 1999 between POPstar-BVI
     and TGI.

27.  Amendment to Services  Agreement dated August 24, 1999 between  POPstar-BVI
     and TGI.

28.  Share Subscription Agreement dated February 2, 2000 between the Company and
     netalone.com (BVI) Limited ("netalone") (1,500,000 restricted common shares
     and option for up to another 1,500,000 restricted common shares).

29.  Set Off Agreement dated February 2, 2000 between the Company,  POPstar-BVI,
     TGI and netalone.

30.  Nominee  Directors  Agreement  dated  February 2, 2000 between the Company,
     KECH,  netalone,  the  trustee of the  Thompson  Chu  Family  Trust and the
     trustee of the John McDermott Family Trust.

31.  Termination   Agreement   dated  February  2,  2000  between  the  Company,
     POPstar-BVI,  KECH, Sunfield,  Uprising, Golden Harvest, the trustee of the
     Thompson  Chu Family  Trust and the  trustee of the John  McDermott  Family
     Trust.



                                      -2-
<PAGE>

32.  Assignment Agreement dated February 9, 2000 between the Company,  netalone,
     Rich Income International  Limited, TGI, POPstar-BVI,  KECH, the trustee of
     the Thompson Chu Family Trust and the trustee of the John McDermott  Family
     Trust.

33.  Share  Subscription  Agreement  dated February 11, 2000 between the Company
     and iTeleway Inc.  (750,000  restricted  common shares and option for up to
     another 750,000 restricted common shares).
















                                      -3-
<PAGE>

                                    EXHIBIT F

                    TRANSACTIONS WITH DIRECTORS AND OFFICERS

                                 (Section 3.19)

1.   Material  Contracts  numbers  1, 2, 3, 4, 8, 12, 16, 17, 26, 27, 29, 30, 31
     and 32 listed in Exhibit E to this  Agreement  are also  applicable to this
     Exhibit F.

2.   Employment  agreements,  all dated July 20,  1999,  between the Company and
     each of John McDermott, Thompson Chu and Don Lau.

3.   On December 17, 1998, the Company's wholly-owned  subsidiary,  POPstar-BVI,
     entered  into an oral month to month  lease for the lease of  approximately
     4,800 square feet of  administrative  space located at 107 East 3rd Avenue,
     Vancouver,  British  Columbia,  Canada to serve as the Company's  temporary
     headquarters  at a rate of US$4,000.00  per month.  The leased premises are
     owned by  Tradeglobe  Consulting  Ltd.  John  McDermott  and Thompson  Chu,
     directors and officers of the Company,  are also  directors and officers of
     Tradeglobe Consulting Ltd.

4.   On March 15,  1999,  the  POPstar-BVI's  wholly-owned  subsidiary,  POPstar
     Communications  Asia Pacific Limited,  entered into an oral  month-to-month
     lease for the lease of approximately 1,000 square feet of executive offices
     located at Westlands Centre,  Room 908, 20 Westlands Road, Quarry Bay, Hong
     Kong to serve as a sales, marketing, and technical support facility for the
     the Company's  Asian  operations at a rate of  US$2,000.00  per month.  The
     leased  premises  are  owned  by  Easewell   Management   Ltd.,  a  company
     beneficially owned by Thompson Chu, a director and officer of the Company.