EXHIBIT 10.11


                           NOMINEE DIRECTORS AGREEMENT

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

B E T W E E N:

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

               -and-

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

               -and-

               netalone.com  (BVI) Ltd., 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, British Virgin Islands (the "Second Investor");

               (the  First  Investor  and  the  Second   Investor  being  herein
               collectively referred to as the "Investors")

               -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").

<PAGE>

RECITALS:

A.   Each of the  Substantial  Shareholders  is a holder of common shares of the
     Company.

B.   Each of the  Investors  is a holder  of, or has  agreed to  subscribe  for,
     common shares of the Company.

C.   Each of the Investors and the Substantial  Shareholders  wish to grant each
     of the Investors and the Substantial Shareholders,  as a shareholder of the
     Company,  the right to appoint a nominee or nominees to serve as a director
     or directors on the board of directors of the Company.

D.   As of the date  hereof,  the  directors of the Company are Yong Kiat Rickie
     Tang, Thompson Chu and John McDermott.

E.   In  consideration  of the  termination  of the  Shareholders'  Agreement of
     POPstar Global  Communications  Inc.  ("POPstar-BVI"),  the Investor Rights
     Agreements and the Registration  Rights  Agreements,  all dated January 12,
     1999  (assigned  to  the  Company  by  POPstar-BVI  by  Investor   Exchange
     Agreements  dated  July  13,  1999)  by the  First  Investor,  each  of the
     Investors,  the Company  and the  Substantial  Shareholders  have agreed to
     enter into this agreement.

E.   In consideration of the purchase of certain subscription shares pursuant to
     the Share Subscription Agreement dated February 2, 2000 between the Company
     and the Second Investor, the Company and the Substantial  Shareholders have
     agreed to enter into this agreement.


     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.   The Company, the Substantial Shareholders, and the Second Investor covenant
     and agree that for so long as the First  Investor  owns or has the right to
     acquire at least 5% of the Company's  issued and outstanding  common stock,
     the First  Investor  shall be  entitled  to appoint  one person (the "First
     Nominee  Director")  as its nominee to serve as a director of the  Company.
     The Company,  the  Substantial  Shareholders  and the Second Investor shall
     exercise  their votes and  influence and do all such acts and things as may
     be required,  from time to time, to ensure the due appointment of the First
     Nominee Director as a director of the Company.

2.   The Company, the Substantial Shareholders,  and the First Investor covenant
     and agree that for so long as the Second  Investor owns or has the right to
     acquire at least 5% of the


                                      -2-
<PAGE>

     Company's issued and outstanding common stock, the Second Investor shall be
     entitled to appoint  one person  (the  "Second  Nominee  Director")  as its
     nominee to serve as a director of the Company. The Company, the Substantial
     Shareholders  and  the  First  Investor  shall  exercise  their  votes  and
     influence and do all such acts and things as may be required,  from time to
     time, to ensure the due  appointment  of the Second  Nominee  Director as a
     director of the Company.

3.   The Company,  the First Investor and the Second Investor covenant and agree
     that for so long as the Substantial  Shareholders  own or have the right to
     acquire at least 10% of the Company's issued and outstanding  common stock,
     the Substantial  Shareholders shall be entitled to appoint two persons (the
     "Substantial  Shareholders'  Nominee Directors") as their nominees to serve
     as directors of the Company. The Company, the First Investor and the Second
     Investor  shall exercise their votes and influence and do all such acts and
     things as may be required, from time to time, to ensure the due appointment
     of the  Substantial  Shareholders'  Nominee  Directors  as directors of the
     Company.

4.   Each of the First Nominee Director,  the Second Nominee Director, or either
     of  the  Substantial   Shareholders'  Nominee  Directors,  may  by  written
     notification  to the Company  nominate any other person to act as alternate
     director  in his or her place and,  at his  discretion,  in similar  manner
     remove such alternate director.

5.   The terms and  conditions of this  agreement  shall inure to the benefit of
     and be binding upon the  respective  successors and assigns of the parties.
     This  agreement  shall not be assigned  by any of the  parties  without the
     prior written consent of each of the parties.

6.   This  agreement  shall be governed by and construed in accordance  with the
     laws of the State of Nevada, United States of America.

7.   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 this 2nd
day of February, 2000

POPSTAR COMMUNICATIONS, INC.


By:  /s/ Thompson Chu
    ---------------------------------
    Thompson Chu
    -----------------------------------
    Title  Chairman


                                      -3-
<PAGE>

KEMAYAN E.C. HYBRID LTD.


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


NETALONE.COM (BVI) LTD.


By: Esmond Li
    ---------------------------------

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


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


By: /s/ illegible
    ---------------------------------

    ---------------------------------
    Title
    -2 FEB 2000


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


By:  /s/ illegible
    ---------------------------------

    ---------------------------------
    Title
    -2 FEB 2000







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