EXHIBIT 10.10


                                SET OFF AGREEMENT

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

B E T W E E N:

          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 undet
          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 -

          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 -

          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 ("netalone").


RECITALS:

A.   Netalone  has agreed to  subscribe  for  certain  shares in the  capital of
     POPstar;

B.   POPstar-BVI is a wholly owned subsidiary of POPstar;

C.   POPstar-BVI and TGI are parties to a certain  licensing  agreement dated as
     of the 11th  day of  January,  1999,  as  amended  by a  certain  amendment
     agreement dated the 24th day of August,  1999 (the  "Licensing  Agreement")
     pursuant  to which  TGI has  agreed to  exclusively  license  certain  core
     software to POPstar-BVI;

D.   TGI has issued in favour of POPstar-BVI a promissory  note in the aggregate
     amount of US$1,000,000  dated the 30th day of March,  1999 (the "Promissory
     Note");

<PAGE>


E.   POPstar has agreed to cause TGI to set off any amounts owing by POPstar-BVI
     to TGI pursuant to provisions of the Licensing  Agreement  against  amounts
     which may be owing by TGI to  POPstar-BVI  pursuant  to  provisions  of the
     Promissory Note; and

F.   In consideration  of the purchase of the  subscription  shares by netalone,
     POPstar has agreed to cause POPstar-BVI 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.   TGI covenants and agrees that POPstar-BVI may, at any time and from time to
     time,  set off any  amounts  owing to TGI  pursuant  to  provisions  of the
     Licensing  Agreement  against  any  amounts  owing  by TGI  to  POPstar-BVI
     pursuant to provisions of the  Promissory  Note.  All such amounts owing to
     POPstar-BVI  shall be credited by  POPstar-BVI as payment of the Promissory
     Note and the principal  amount  outstanding and owing by TGI to POPstar-BVI
     under the Promissory Note shall be reduced accordingly.

2.   The foregoing provision shall be without prejudice to the rights of payment
     of POPstar-BVI  pursuant to the provisions of the Promissory Note and shall
     be  notwithstanding  any  provisions  to  the  contrary  contained  in  the
     Licensing Agreement. Other than as amended by this agreement, the Licensing
     Agreement shall remain in full force of effect,  and amended  provided that
     in the event that there is any conflict  between the terms of the Licensing
     Agreement or of the Promissory Note and this  agreement,  the terms of this
     agreement shall prevail and be binding upon the parties.

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

4.   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


TGI TECHNOLOGIES LTD.

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


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<PAGE>


POPSTAR GLOBAL COMMUNICATIONS INC.


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


POPSTAR COMMUNICATIONS, INC.


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


NETALONE.COM (BVI) LIMITED


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

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








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