EXHIBIT 10.13

                              ASSIGNMENT AGREEMENT

THIS AGREEMENT is made on the 9th day of February, 2000.

B E T W E E N:

               netalone.com (BVI) Limited., a corporation incorporated under the
               laws of the British  Virgin Islands whose  registered  address is
               Akara Building,  24 De Castro Street,  Wickhams Cay I, Road Town,
               Tortola, the British Virgin Islands (the "Assignor")

               - and -

               Rich Income  International  Limited,  a corporation  incorporated
               under the laws of the British  Virgin  Islands with its principal
               office  located  at 68th  Floor,  The  Center,  99  Queen's  Road
               Central, Central, Hong Kong SAR (the "Assignee")

               - and -

               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 -

               TGI Technologies Ltd., a corporation  incorporated under the laws
               of the province of British Columbia,  Canada,  with its principal
               offices  located at 107 East  Third  Avenue,  Vancouver,  British
               Columbia, Canada ("TGI")

               - and -

               POPstar Global  Communications  Inc., a corporation  incorporated
               under the laws of the British  Virgins Islands with its principal
               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


<PAGE>

               located at 10th Floor,  Menara Kemayan,  160 Jalan Ampang,  50450
               Kuala Lumpur, Malaysia ("KECH")

               - 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  (the   "First   Substantial
               Shareholder")

               - 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 (the  "Second  Substantial
               Shareholder")

               (the First  Substantial  Shareholder  and the Second  Substantial
               Shareholder  being  herein   collectively   referred  to  as  the
               "Substantial Shareholders")


RECITALS:

A.   The Assignor has entered into a share  subscription  agreement with POPstar
     dated the 2nd day of February, 2000 (the "Share Subscription Agreement");

B.   The Assignor, POPstar, POPstar-BVI and TGI entered into a set off agreement
     dated the 2nd day of February, 2000 (the "Set Off Agreement");

C.   The Assignor,  POPstar, KECH, and the Substantial Shareholders entered into
     a nominee  directors  agreement  dated the 2nd day of  February,  2000 (the
     "Nominee Directors Agreement");

D.   The  Assignor  wishes  to  assign  all its  rights,  title,  interests  and
     obligations  under each of the Share  Subscription  Agreement,  the Set Off
     Agreement and the Nominee Directors Agreement to the Assignee; and

E.   Each of the other parties to the Share Subscription Agreement,  the Set Off
     Agreement  and  the  Nominee   Directors   Agreement  hereby  consents  and
     acknowledges the Assignor's  transfer of its rights,  title,  interests and
     obligations to the Assignee.


     NOW THEREFORE THIS AGREEMENT  WITNESSES that in consideration of the sum of
One ($1.00) Dollar of lawful money of the United States of America



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<PAGE>

now paid by the  Assignee to the  Assignor  and in  consideration  of the mutual
covenants and agreements hereinafter  contained,  the parties covenant and agree
with one another as follows:

1.   The Assignor hereby irrevocably transfers and assigns to the Assignee,  all
     of the rights, title,  interests and obligations of the Assignor under each
     of the  Subscription  Agreement,  the Set  Off  Agreement  and the  Nominee
     Directors Agreement (collectively the "Purchase Agreements").  The Assignee
     hereby acknowledges and agrees to such assignment and to assume the rights,
     title,  interests  and  obligations  of the  Assignor  under  the  Purchase
     Agreements and to be bound by the terms of each.

2.

     (a)  POPstar hereby  acknowledges and consents to the assignment in respect
          of the Share Subscription Agreement;

     (b)  POPstar,  POPstar-BVI  and TGI each hereby  acknowledge and consent to
          the assignment pursuant to in respect of the Set Off Agreement; and

     (c)  POPstar,  KECH,  the  First  Substantial  Shareholder  and the  Second
          Substantial  Shareholder  each hereby  acknowledge  and consent to the
          assignment in respect of the Nominee Directors Agreement;

     in accordance  with the  provisions of this agreement and the assumption by
     the  Assignee  of all  rights,  title,  interests  and  obligations  of the
     Assignor under the Purchase Agreements.

3.   The Assignee and the Assignor covenant and agree, if required, to sign such
     further  and other  documents  and do and  perform and cause to be done and
     performed  such  further and other acts and things as may be  necessary  or
     desirable in order to give full effect to this agreement.

4.   The Assignor  hereby directs POPstar and POPstar hereby  acknowledges  that
     any and all  notices  and other  communications,  to be made now and in the
     future, in accordance with Section 7.5 of the Share Subscription Agreement,
     shall be  delivered  and made to the  Assignee  effective as of the date of
     this Agreement at:

     Name:              Rich Income International Limited

     Address:           68th Floor,
                        The Center
                        99 Queen's Road Central
                        Central
                        Hong Kong SAR

     Telephone No.:     (852) 2330-0336
     Facsimile No.:     (852) 2296-6886



                                      -3-
<PAGE>


5.   The parties acknowledge and agree that in the event of any conflict between
     the terms of this agreement and the terms of the Purchase  Agreements,  the
     terms of this agreement shall prevail. The parties confirm that, other than
     the amendments set out in this agreement,  each of the Purchase  Agreements
     remain in full force and effect.

6.   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.   This assignment  shall inure to the benefit and be binding upon the parties
     hereto and their respective heirs, executors, administrators and assigns.

8.   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.


     IN WITNESS  WHEREOF the parties have duly executed this  agreement this 9th
day of February, 2000.

NETALONE.COM (BVI) LTD.


By: /s/ Esmond Li
    ---------------------------------

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


RICH INCOME INTERNATIONAL LIMITED


By: /s/ Esmond Li
    ---------------------------------

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


POPSTAR COMMUNICATIONS, INC.


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

    John McDermott
    ---------------------------------
    Title President



                                      -4-
<PAGE>

TGI TECHNOLOGIES LTD.


By:  /s/ Thompson Chu
    ---------------------------------

    Thompson Chu
    ---------------------------------
    Title Chairman


POPSTAR GLOBAL COMMUNICATIONS INC.


By:  /s/ Thompson Chu
    ---------------------------------

    Thompson Chu
    ---------------------------------
    Title Director


KEMAYAN E.C. HYBRID LTD.


By:  /s/ Yong Kiat Rickie Tang
    ---------------------------------

    YONG KIAT RICKIE TANG
    ---------------------------------
    Title Director


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


By:  /s/ [illegible]
    ---------------------------------

    ---------------------------------
    Title


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


By:  /s/ [illegible]
    ---------------------------------

    ---------------------------------
    Title






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