DATED THIS 27th DAY OF APRIL 2000



                                     BETWEEN


                        TECNOCHANNEL TECHNOLOGIES SDN BHD
                             (Company No. 426318-M)


                                       AND


                         ASIA INTERNET HOLDINGS SDN BHD
                             (Company No. 463424-W)


                                       AND


                             DAIICHI INDUSTRIES BHD
                             (Company No. 222897-W)


                                       AND


                            SFI SOLUTIONS (M) SDN BHD
                             (Company No. 475497-A)




      ********************************************************************

                                JOINT VENTURE AND
                             SHAREHOLDERS' AGREEMENT

     **********************************************************************

<PAGE>

THIS  AGREEMENT  is made  this  27th  day of  April  2000  between  TECNOCHANNEL
TECHNOLOGIES SDN BHD (Company No.  426318-M) a company  incorporated in Malaysia
and  having its  registered  office at Room 603A,  6th Floor,  Bangunan  Yayasan
Selangor,  Jalan Bukit Bintang,  55100 Kuala Lumpur (hereinafter  referred to as
"TecnoChannel") of the first part, and

ASIA INTERNET HOLDINGS SDN BHD (Company No. 463424-W) a company  incorporated in
Malaysia and having its registered  office at 17.03B,  17th Floor,  Semua House,
No.3, Jalan Bunus Enam, Off Jalan Masjid India, 50100 Kuala Lumpur  (hereinafter
referred to as "AIH") of the second part, and

DAIICHI INDUSTRIES BHD (Company No. 222897-W) a company incorporated in Malaysia
and having its  registered  office at Ground Floor,  Wisma  Pen-Group,  37 Jalan
Anson, 10400 Penang (hereinafter referred to as "Daiichi") of the third part and

SFI  SOLUTIONS  (M) SDN BHD (Company  No.  475497-A) a company  incorporated  in
Malaysia and having its registered  office at Sapura @ Mines, No. 7 Jalan Tasik,
The Mines Resort City, 43300 Seri Kembangan,  Selangor Darul Ehsan  (hereinafter
referred to as "SFI") of the fourth part.

(TecnoChannel,  AIH,  Daiichi  and SFI shall  hereinafter  be referred to as the
"Parties"  and a reference to "Party" shall mean any one of them as the case may
be).

WHEREAS: -

 (A)     The  Government  of  Malaysia  ("the   Government")  has  launched  the
         Electronic  Government  as one of the  multimedia  applications  of the
         Multimedia  Super Corridor  ("MSC") to reinvent itself to lead Malaysia
         into the Information  Age as well as to further the political,  social,
         cultural and economic development goals of Vision 2020;

(B)      One of the flagship  applications for the Electronic  Government is the
         Electronic  Delivery of Driver & Vehicle  Registration,  Licensing  and
         Summons Services,  Utility Bill Payments and Ministry of Health On-line
         Information  as  outlined in the Concept  Request for  Proposal  ("CRFP
         No.MAMPU/EG/1/97") and made available on the 26th July, 1997;

(C)      The Government has offered in principle to the Gateway Provider and the
         Service  Provider the contract for the said CRFP as "Gateway  Provider"

                                                                          page 2
<PAGE>

         and "Service  Provider"  respectively  subject to the  negotiation  and
         execution of agreements with the Government;

The Parties  hereto are desirous of entering  into joint venture for the purpose
of  undertaking  and engaging in the business of providing  Electronic  Delivery
Services  and as a  Service  Provider  for  the  Electronic  Government  Project
(hereinafter  referred to as "the Business")  through a joint venture company to
be  established  by the  parties  hereto  (hereinafter  referred  to as  "the JV
Company").

The Parties  hereto have agreed to enter into this Agreement for the purposes of
recording  the  financial,  administrative,  managerial  and other  arrangements
between  them in  relation  to their  participation  in the  Company  and  their
relationship  inter se as  shareholders  shall be governed by the Memorandum and
Articles  of  Association  of the  Company  and to the  extent and in the manner
hereinafter provided.

NOW IT IS HEREBY AGREED as follows: -

1.       THE JV COMPANY


1.1      The JV Company  shall be called  My E.G. DotCom Sdn  Bhd or such  other
         name as the  parties  hereto may decide and which has been  approved by
         the registering authorities in Malaysia.

1.2      The  registered  office  of  the  JV Company shall be  at Box No. 1142,
         17.03B, 17th Floor Semua House, No 3 Jalan Bunus Enam, Off Jalan Masjid
         India, 50100 Kuala Lumpur.

1.3      The  parties  hereto  agree to adopt the  Memorandum  and  Articles  of
         Association  of the JV Company with such  modifications  as the parties
         hereto may agree in  writing.  Any  amendments  to the  Memorandum  and
         Articles of Association shall be by way of special  resolution.  In the
         event  the  Memorandum  and  Articles  of  Association   shall  contain
         provisions that are different or in conflict with any of the provisions
         of this Agreement, the provisions of this Agreement shall govern.

1.4      The main  object  of the JV  Company is to carry  on the  business of a
         Service  Provider for the  Electronic  Government  Project or any other
         related Electronic Payment Services.


                                                                          page 3
<PAGE>

2.       SHARE CAPITAL

2.1      The  parties  hereto  shall  immediately  upon  the  execution  of this
         Agreement  cause the JV Company to increase its  authorised  capital to
         Ringgit Malaysia Five Million (RM5,000,000).

2.2      The  authorised   share  capital   of  Ringgit  Malaysia  Five  Million
         (RM5,000,000)  shall be  divided  into  5,000,000  ordinary  shares  of
         Ringgit Malaysia One (RM1.00) each.

2.3      Subject to the  provisions of this  Agreement,  the initial  issued and
         paid up share capital of the JV Company  shall be Ringgit  Malaysia One
         Million (RM1,000,000) divided into 1,000,000 ordinary shares of Ringgit
         Malaysia One (RM1.00) each and shall unless otherwise agreed in writing
         by the  parties  hereto be allotted  to and  subscribed  by the parties
         hereto in the following manner: -

                  Name                                Percentage of Shareholding

         1.TecnoChannel                                         35%
         2.AIH                                                  20%
         3.Daiichi                                              30%
         4.SFI                                                  15%
                                                            --------
                                 Total                        100%
                                                             ======

         and the parties hereto shall have taken up their  respective  allotment
         and effect the subscription to the paid up capital of the JV Company as
         at the  date  hereof.  Subscription  to the  paid up  capital  shall be
         effected by way of cash only.

2.4      The Shareholders  shall,  inter se, maintain the equity ratio as stated
         in Clause 2.3 hereof and any further  issue of shares of the JV Company
         shall  be made in  accordance  with  the  Memorandum  and  Articles  of
         Association and shall be offered to the Shareholders in the same ratio.


                                                                          page 4
<PAGE>


2.5      Any  alteration  in the amount of the  authorised  share capital of the
         Company  (whether  by  way  of  reduction,  increment,   consolidation,
         subdivision or otherwise) shall also be passed by special resolution.

3.       OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES

3.1      TecnoChannel  hereby  agrees and  covenants to undertake a lead role in
         the  planning,  management,  organisation  and  implementation  of  the
         Business.

3.2      AIH  hereby agrees and covenants to provide  management  and  financial
         resources for the Business.

3.3      Daiichi   hereby  agrees  and   covenants   to  invest  technology  and
         consultancy resources for the Business.

3.4      SFI  hereby  agrees  and  covenants  to  invest  kiosk and  its related
         communication infrastructure for the Business.

3.5      Notwithstanding the  provisions in Clauses 3.1, 3.2, 3.3 and 3.4 above,
         TecnoChannel,   AIH,  Daiichi  and  SFI  hereby  agree,   covenant  and
         undertake: -

         (i)       to provide advice, guidance and  assistance in  the planning,
                implementation,  operation  and  management  pertaining  to  the
                advertising of the Business;

         (ii)      to provide all the relevant technical  know-how and expertise
                (including  the  engagement  of the  appropriate  technical  and
                marketing   personnel   and   executives)   in   the   planning,
                implementation, operation and management of the Business;

         (iii)     to  assist  and ensure  that the JV Company  will perform and
                carry out the Business  with all  reasonable  care and diligence
                and in a professional and workmanlike manner; and

         (iv)      to do  all  things necessarily  required  to  carry  out  the
                Business.

                                                                          page 5
<PAGE>


3.6      To facilitate  and  implement the  JV herein, the parties  hereto shall
         manage the JV Company and to carry out the joint  venture in accordance
         with the terms and conditions of this Agreement.

4.       GENERAL MEETING OF SHAREHOLDERS

4.1      The quorum of a General Meeting of shareholders of the JV Company shall
         be three (3) shareholders.  If such a quorum is not present within half
         an hour from the time appointed for the meeting, or if during a meeting
         such a quorum  ceases to be present,  the General  Meeting  shall stand
         adjourned  to the same day in the  following  week at the same time and
         place or to such time and place as the directors may determine PROVIDED
         ALWAYS that in the event that day being a public holiday, the adjourned
         meeting  shall be held on the next  business  day at the same  time and
         place. At such adjourned meeting,  the presence of two (2) shareholders
         one of whom shall be TecnoChannel shall constitute a quorum.

4.2      Notwithstanding anything to the contrary expressed or implied elsewhere
         in this  Agreement or in the  Memorandum and Articles of Association of
         the JV Company, the following matters shall require the approval of the
         shareholders  together  holding at least  seventy five percent (75%) of
         the total issued share capital of the JV Company for the time being: -

         (a)      any amendment to the JV Company's  Memorandum  and Articles of
                  Association  involving the increase of the authorised  capital
                  and/or the change of name of the Company;

         (b)      any    proposal   for   the   JV   Company's   reorganisation,
                  reconstruction, consolidation, amalgamation or merger;

         (c)      any  proposal  for the  winding  up or  dissolution  of the JV
                  Company or for the cessation of the whole or any material part
                  of its business for the time being;

         (d)      the sale or disposal of the whole or a substantial part of the
                  undertaking or assets of the JV Company;


                                                                          page 6
<PAGE>


         (e)      the  capitalisation  of profits or  reserves,  the  approvals,
                  declaration   and   payment  of  final   dividends   or  other
                  distributions of the JV Company's earnings and profits;

         (f)      the  adoption  of  or  any  variation  of  or addition  to the
                  Memorandum and Articles of Association;

         (g)      any change  in the  general nature  of  the business of the JV
                  Company;

         (h)      the approval of the annual accounts of the JV Company;

         (i)      any disclosure of the confidential information;

         (j)      purchase or  commitment  to purchase or lease on behalf of the
                  JV Company or sell or commitment to sell, mortgage or disposal
                  of any real property or asset of the JV Company;

         (k)      increase or reduction in the number of Directors;

         (l)      removal of Directors before the expiration of  their period of
                  office;

         (m)      any borrowing arrangement;

         (n)      any changes in distribution of dividends; and

         (o)      any major investments by the JV Company.



5.       BOARD OF DIRECTORS

The  affairs of the JV Company  shall be  managed by the Board of  Directors  in
accordance  with the provisions of the Memorandum and Articles of Association of
the JV Co and in the manner as follows:-


                                                                          page 7
<PAGE>


5.1      The JV Company  shall have four (4)  Directors.  TecnoChannel  shall be
         entitled to appoint one (1) Director, AIH  shall be entitled to appoint
         one (1) Director,  Daiichi shall be entitle to appoint one (1) Director
         and SFI shall be entitled to appoint one (1) Director.  Such nomination
         shall  include  the right  from time to time to remove  any  nominee so
         nominated  and  substitute  another in his place.  The First  Directors
         shall be:-

1.       Wong Thean Soon                               Representing TecnoChannel
2.       Tan Sri Dato' Dr. Ahmad Mustaffa bin Babjee   Representing AIH
3.       Rahadian Mahmud bin Mohamad Khalil            Representing Daiichi
4.       Goh Chee Chern                                Representing SFI


5.2      The Chairman of the Board of Directors shall be Tan Sri Dato' Dr. Ahmad
         Mustaffa bin Babjee.

5.3      The Chairman of the Board of Directors shall have no casting vote.

5.4      Three (3) Directors comprising a nominee each from either TecnoChannel,
         AIH,  Daiichi  or SFI shall  form a quorum  for a  meeting  of Board of
         Directors of the JV Company.

5.5      In the  absence of a quorum for any  Directors'  meeting,  the  meeting
         shall be automatically adjourned to the same day, time and place in the
         following  week  PROVIDED  ALWAYS  that in the  event  that day being a
         public  holiday,  the  adjourned  meeting  shall  be held  on the  next
         business day at the same time and place.

5.6      At such  adjourned meeting, any  two (2) Directors present shall form a
         quorum and if such a quorum is not present, the adjourned meeting shall
         be dissolved.

5.7      Prior written  notice of all  Directors'  meetings shall be sent to all
         Directors  of the JV Company at least seven (7) days before the meeting
         specifying the time and place of the meeting unless such requirement is
         waived by all the Directors.

5.8      The  notice  shall  indicate  all  matters  to  be  considered  at  the
         Directors' meeting and include copies of reports, studies and documents
         relating thereto. Any matter not indicated in such prior written notice


                                                                          page 8
<PAGE>

         may be  discussed  and/or  decided at a  Directors'  meeting if all the
         Directors present at the meeting agree to do so.

5.9      All matters at the  Directors'  meeting  shall,  subject to any laws or
         regulations  for the  time  being in force  and the  provisions  of the
         Memorandum and Articles of Association of the JV Company, be decided by
         a majority of votes and each Director shall have one vote.

5.10     Notwithstanding  clause 5.9 above  all decisions  involving substantial
         investments of the JV Company shall require  unanimous  approval of the
         Directors.



6.       MANAGEMENT

6.1      Subject to the powers herein expressly reserved for the Shareholders or
         the  Directors  of the JV Company the  management  of the  business and
         affairs of the JV Company shall be vested in a Chief Executive  Officer
         who shall be employed  under a Contract for Services at a  remuneration
         and upon terms and conditions acceptable to the Board.



7.       FINANCIAL MATTERS OF THE JV COMPANY

7.1      The JV  Company  shall  make  and keep  proper accounts and  accounting
         records and books with sound accounting practices and principles.

7.2      Each  party  shall  have the right to  inspect  the said  accounts  and
         accounting  records  and books and to make  copies  thereof  at its own
         expense,  by itself or  through  its  agent or agents  duly  authorised
         thereto in  writing,  at any time during the  business  hours of the JV
         Company.

7.3      The JV Company shall open, maintain  and  operate account with banks or
         other  financial  institution in the manner as may be determined by the
         Board of directors.


                                                                          page 9
<PAGE>


7.4      Each of the parties  hereto  shall be given a full report of the yearly
         audit of the JV Company's  accounts and accounting records and books by
         the auditors within thirty (30) days after completion thereof.

7.5      The parties  hereto shall  appoint an independent  firm of professional
         accountants approved by all parties hereto to act as auditors of the JV
         Company.



8.       RESTRICTION ON SALE OF SHARES

8.1      No party hereto shall sell, transfer, assign or otherwise part with the
         beneficial  ownership  of  any  shares  of  the JV  Company  except  in
         accordance  with the  provisions  of this  Clause  unless  the  parties
         otherwise mutually agree in writing.

8.2      There  shall  be no  change  to the  shareholder  and the  shareholding
         structure of the JV Company as set out in clause 2.3 above for a period
         of three (3) years from the date of execution of the Service  Agreement
         (Service  Provider)  made between The  Government of Malaysia,  Telekom
         Malaysia  Berhad,  Tenaga Nasional Berhad and the JV Company except for
         the purposes of listing its shares on the Kuala  Lumpur Stock  Exchange
         or MESDAQ provided that a minimum percentage of bumiputra  shareholding
         of thirty (30) percent  shall be  maintained at all times unless the JV
         Company has been  granted the MSC status.  Any  intention to change the
         shareholder  and the  shareholding  structure  after the said period of
         three  (3)  years  shall  require  the prior  written  approval  of the
         Government.

8.3      Save as  provided  in this  Agreement  neither  of the  parties  hereto
         (hereinafter  referred to as "the  Offeror")  shall  sell,  transfer or
         otherwise  part with the  beneficial  ownership of any shares of the JV
         Company  without first making an offer to sell such shares to the other
         parties hereto  (hereinafter  referred to as "the  offerees") by giving
         one month notice in writing.

8.4      Every such offer shall be  accompanied  by share  certificates  for the
         shares and deeds of  transfer  duly  executed  by the Offeror and shall
         state the number of shares  being  offered for sale and the price which


                                                                         page 10
<PAGE>

         the Offeror shall  consider to be the fair value for such shares.  Such
         price shall be paid in cash unless otherwise agreed upon.

8.5      Such offers shall  subject to Clauses 8.1 and 8.2 above be  irrevocable
         and the JV Company shall in accordance with Clause 8.3 hereof forthwith
         after the  receipt of the offer give  notice in writing  thereof to the
         Offerees inviting them to purchase the shares comprised therein.

8.6      Within  thirty  (30) days of the  service  on them of such  notice  the
         Offerees shall by notice in writing to the JV Company either accept the
         offer or request the JV Company to require  that the auditors of the JV
         Company  certify the value  which  their  opinion is the fair value per
         share of the shares  comprised in the notice  whereupon  the JV Company
         shall forthwith instruct the said auditors to prepare such certificate,
         a copy of which shall upon receipt by the JV Company  despatched to the
         parties  hereto.  In  certifying  the  value of such  shares,  the said
         auditors  shall be acting as experts and not as  arbitrators  and their
         valuation  shall in the absence of manifest  error be accepted as final
         by the  parties  hereto.  The  cost of such  valuation  shall  be borne
         equally by the Offeror and the Offerees.

8.7      The Offeror may, if the value  certified  by the said  auditors is less
         than the value  contained in the offer,  within a period of  twenty-one
         (21) days of the  receipt of such  certificate  by notice in writing to
         the JV Company  withdraw  the offer but if no such  withdrawal  is made
         within the aforesaid  period of twenty-one (21) days the offer shall be
         irrevocable.

8.8      If the Offeror  shall not have  withdrawn  the offer  under  Clause 8.7
         above and if the Offerees shall desire to purchase the shares comprised
         in the offer at the  price  specified  in the  offer or the fair  value
         determined in the manner provided under Clause 8.6 hereof, whichever is
         the lower,  the Offerees  shall  within a period of fourteen  (14) days
         after the  period of twenty  one (21) days  referred  to in Clause  8.6
         above give  notice in  writing  to the JV Company of their  acceptances
         accompanied by payment in full and the Company is hereby  authorised to
         act as the agent of the Offeror to sell such shares to the Offerees and
         to complete such sale.

8.9      Any notice or  acceptance  by the  Offerees  under  Clauses 8.6 and 8.7
         hereof shall be conditional upon the approval in satisfactory  terms of
         any government or other regulatory authorities.


                                                                         page 11
<PAGE>


8.10     If the offer is not withdrawn within the period specified in Clause 8.7
         hereof and if such offer shall be accepted  the Offeror  shall be bound
         immediately  upon  payment  of the  appropriate  purchase  price of the
         shares to transfer such shares to the Offerees.

8.11     If any of the Offerees shall not within such period as stated in Clause
         8.6 above accept the offer to purchase the said shares and if the other
         Offerees within such period accept the offer,  such offer shall, in the
         proportion  set  out in  Clause  8.3  above,  extend  to the  accepting
         Offerees  with  respect  to the  shares  offered  to the  non-accepting
         Offerees.

8.12     If none of the  Offerees  shall  within such period as stated in Clause
         8.6 above accept the offer to purchase the said shares,  the JV Company
         may within  three (3) months  thereafter  dispose of such shares to any
         third party,  acceptable  to the existing  shareholders  at a price not
         less than the lower of price  specified  in the offer or the fair value
         of the shares  certified as aforesaid and subject to Clause 8.14 below,
         the JV Company shall register promptly any transfer of such shares made
         pursuant to this sub-clause.

8.13     If for any  reason  any  party  shall  make  any  composition  with its
         creditors  or shall  become  insolvent  or  bankrupt or have a receiver
         appointed  of the whole or part of its  undertaking  or assets or enter
         into  liquidation  (otherwise  than for the purpose of  amalgamation or
         reconstruction)  such party shall automatically  thereupon be deemed to
         have  made an offer to sell its  shares in the JV  Company  at the fair
         value  per  share  to be  fixed by the JV  Company's  auditors  and the
         provisions of Clauses 8.1 and 8.2 hereof will apply mutatis mutandis.

8.14     If pursuant to the  provisions of this Clause,  a transfer of shares in
         the JV  Company is  proposed  to be made to a person who is not a party
         hereto,  the  transferor  shall on the  sale  thereof  secure  that the
         proposed  transferee  agrees to be bound by the terms of this Agreement
         and shall  procure that the  transferee  enters into a legally  binding
         agreement with the other parties hereto containing the terms hereof and
         thereafter such transferee shall be deemed to be a party hereto.



9.       DIVIDEND POLICY


                                                                         page 12
<PAGE>

9.1      It shall be the  policy of the JV Company  to  declare  and  distribute
         dividends  on the  ordinary  shares of the JV Company out of its annual
         distributable   profits   after   provision   reserves  and   financial
         requirements.



10.      CONFIDENTIALITY

10.1     The parties  hereto  hereby  agree and  shall  cause  the JV Company to
         agree: -

         (a)      to hold in strict confidence during the Term of this Agreement
                  and Agreement  and  thereafter,  all technical and  commercial
                  information,  knowledge and know-how furnished to each of them
                  by the  others by virtue  of this  Agreement  (all of which is
                  referred   to   collectively   known   as  the   "Confidential
                  Information")   and  that  it  shall  not  be:-

                  (i) use  such Confidential  Information except in  furtherance
                  of  the relationship  set forth in this  Agreement;  or

                  (ii) publish,  disclose  or   discriminate  such  Confidential
                  Information except in  such instance  whereby   express  prior
                  written consent or  authorization has  been obtained from  the
                  other parties.

         (b)      to refrain from  disclosing  such  information,  knowledge and
                  know-how  to any  person,  firm or company  even if such party
                  holds  substantial  interest therein without the prior written
                  consent of the others.

         (c)      to cause, instruct, direct and oblige its Directors,  officers
                  and  employees any other person which has access to any of the
                  foregoing information, knowledge and know-how to keep the same
                  confidential.



11.      RELATIONSHIP BETWEEN THE PARTIES

11.1     The relationship of the parties under and in relation to this Agreement
         shall be limited to the matters  herein  contained and what is provided
         for by law as the  liability  of  shareholders  of the JV Company,  and


                                                                         page 13
<PAGE>

         nothing  herein   contained  shall  be  considered  or  interpreted  as
         constituting  the  relationship  of  the  parties  or any  of  them  as
         partnership,  associates or other  relationship in which anyone or more
         of the part may be liable for the acts or  omissions of any other party
         or  parties,   notwithstanding   herein   contained  be  considered  or
         interpreted  as  constituting  any party the general agent of any other
         party.



12.      PERFORMANCE OF AGREEMENT

12.1     Each of the parties  agree to exercise  its voting  rights for the time
         being in the JV  Company  and to take such  steps as for the time being
         lie  within its powers to  procure  that the JV  Company  performs  and
         observes the provisions of this Agreement which the JV Company would be
         liable  to  perform  as if it  has  been  joined  as a  party  to  this
         Agreement.

13.      NON COMPETITION

13.1     Each party  hereby  agrees with the other that  during the  duration of
         this  Agreement,  it shall not without written  consent,  engage either
         directly or indirectly in any business in Malaysia in competition  with
         the JV Company.



14.      TERMINATION

14.1     Upon the happening of any party hereto of the following events:-

         (i)        any party becoming insolvent;

         (ii)       a Court order is  made or an  effective resolution is passed
                for the winding-up voluntary or otherwise of the party;

         (iii)      a  receiver or manager is appointed for the property, assets
                or  undertaking of the party which  appointment  the other party
                consider   prejudicial   and   detrimental   to  the  successful
                implementation and completion of the said Developments;

                                                                         page 14
<PAGE>

         (iv)       a Court order  for the  attachment, garnishing,  seizure  or
                sale and / or any other execution  proceeding (before or after a
                judgment  is  entered),  is  issued  against  the  party and not
                settled within thirty (30) days from the date of the issuance;

         (v)        the party sells  assigns or in  any  manner  dispose of  its
                shares in the JV Company or its interest in this Agreement;

         (vi)       there is a  breach of  warranty and  representation  by  the
                party;

         (vii)      the  party has  otherwise  committed  a  material  breach of
                this  Agreement or  committed a breach which being  capable of a
                remedy is not remedied  within  fourteen (14) days of the breach
                being brought to its attention;

         this Agreement shall become terminated at the option of the other party
         hereto and the  non-defaulting  party shall have the option to purchase
         all the shares of the  defaulting party in the JV Company at a price to
         be fixed by a qualified  accountant to be agreed upon by the parties or
         the JV Company shall  otherwise be  liquidated  in accordance  with the
         provision of the law.

14.2     Upon the termination of this Agreement,  the provision  herein shall be
         of no  further  effect  without  prejudice  however to the right of any
         party against the others in respect of any  antecedent  breaches of the
         provisions herein.
14.3     Notwithstanding  the terms and conditions as stated in clauses 14.1 and
         14.2 above,  the  termination of this Agreement shall be subject to the
         approval of the government.



15.1     SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

15.1     Termination of this Agreement for any cause shall not release any party
         hereto from any liability that at the time of  termination  has already
         accrued to the other  party  hereto or which  thereafter  may accrue in
         respect of any acts or omissions prior to such termination



16.      WAIVER


                                                                         page 15
<PAGE>


16.1     No failure or delay on the part of any party hereto in  exercising  any
         power or right hereunder  shall operate as a waiver thereof,  nor shall
         any single or partial  exercise  of such  right or power  preclude  any
         other or further exercise thereof or the exercise of any other right or
         power herein.

16.2     Any waiver by either  party of a breach of any terms or  conditions  of
         this Agreement  shall not constitute a waiver of any subsequent  breach
         of the same terms or conditions of this agreement.



17.      ARBITRATION

17.1     All disputes or differences whatsoever which shall at anytime hereafter
         whether  during the  continuance of this Agreement or upon or after its
         discharge or determination arise between the parties hereto touching or
         concerning  this Agreement or its  construction  or effect or as to the
         rights,  duties and liabilities of the parties hereto or either of them
         under or by virtue of this  Agreement  or  otherwise or as to any other
         matter in any way  connected  with or arising  out of or in relation to
         the subject matter of this  Agreement  shall be referred to arbitration
         in  accordance  with  the  Arbitration  Act  1952(Revised  1972) or any
         statutory  re-enactment or re-certification  thereof for the time being
         in force and the  arbitration  shall be  conducted  by the  Arbitration
         Tribunal of Kuala Lumpur or such other  arbitration body as the parties
         hereto may agree from time to time. Such arbitration  proceedings shall
         be held in Kuala Lumpur.



18.      NOTICES

18.1     All  notices  herein  shall be in  writing  and shall be deemed to have
         sufficiently  served or given  for all  purposes  therein  on the third
         (3rd) day after being mailed by  registered  mail and  addressed to the
         party at its  registered  office first  written  above or at such other
         address as either  party may so identify to the other party and if sent
         by telex or fax, the notice shall be deemed served immediately upon the
         same being transmitted.


                                                                         page 16
<PAGE>



19.      MUTUAL AGREEMENT

19.1     In entering into this Agreement,  the parties hereto  recognise that it
         is impracticable to make provision for every contingency that may arise
         in the course of the  performance  thereof.  Accordingly,  the  parties
         hereto  hereby  declare it to be their  intention  that this  Agreement
         shall operate  between them in accordance  with the  principles of good
         faith with  fairness and without  detriment to the  interests of any of
         them and if in the course of performance  of this Agreement  unfairness
         to any party is disclosed or anticipated  then the parties hereto shall
         use their best  endeavour or agree upon such action as may be necessary
         and equitable to remove the cause or cause of the same.



20.      MISCELLANEOUS

20.1      LAW OF AGREEMENT

         The validity,  construction  and performance of this Agreement shall be
         governed by the laws of Malaysia.


20.2     ASSIGNMENT

         This Agreement and all rights and  obligations  hereunder  shall not be
         assigned  by any party to any third  party  without  the prior  written
         consent thereto of the other party.


20.3     SUCCESSORS BOUND

         This   Agreement   is   binding   upon  the   permitted   assigns  and
         successors-in-title  of the parties  hereto and no party  hereto  shall
         assign  this  Agreement  or any part  thereof or any  interest  therein
         without prior written approval of the other parties hereto.


                                                                         page 17
<PAGE>


20.4     COST

         Any cost  including the cost of  preparation  of this Agreement and the
         stamp duty if any payable thereon shall be borne by the JV Company.


20.5     ENTIRETY OF AGREEMENT

         This  Agreement  constitutes  the entire  agreement  among the  parties
         hereto  and  supersedes  and  cancels  in  all  respects  all  previous
         agreements and  understanding  if any,  amongst the parties hereto with
         respect to the subject  matter hereof  whether such be written or oral.
         Any  modification  of or alteration to any part of this Agreement shall
         be determined in writing by mutual agreement.


20.6     SEVERABILITY

         Each clause hereof shall be deemed to be independent and the invalidity
         of any such  clause  which  may be  unenforceable  as  contrary  to the
         principles of law shall not affect the validity of any other clauses of
         this Agreement.


20.7     HEAD NOTES

         The head notes to this Agreement are inserted for convenience  only and
         shall  not  affect in any way the  meaning  or  interpretation  of this
         Agreement.


                               * * * * * * * * * *
              [Remainder of this page is intentionally left blank]


                                                                         page 18
<PAGE>


         IN  WITNESS   WHEREOF  the  parties  hereto  have  hereunto  set  their
respective hands the day and year first above written.

Signed by                        )
Tecnochannel Tenologies Sdn. Bhd.)
(Company No. 426318-M)           )
in the presence of:-             )        /s/ WONG THEAN SOON
                                  ----------------------------------------------
                                             WONG THEAN SOON
                                        (NRIC NO. : 710604-08-5153)


Signed by                        )
Asia Internet Holdings Sdn. Bhd. )
(Company No. 463424-W)           )
in the presence of:-             )/s/TAN SRI DATO' DR. AHMAD MUSTAFFA BIN BABJEE
                                  ----------------------------------------------
                                    TAN SRI DATO' DR. AHMAD MUSTAFFA BIN BABJEE
                                             (NRIC NO. : 370731-07-5099)


Signed by                        )
Daiichi Industries Bhd.          )
(Company No. 222897-W)           )
in the presence of:-             ) /s/ RAHADIAN MAHMUD BIN MOHAMMAD KHALIL
                                  ----------------------------------------------
                                     RAHADIAN MAHMUD BIN MOHAMMAD KHALIL
                                        (NRIC NO. : 730821-71-5105)


Signed by                        )
SFI Solutions (M) Sdn. Bhd.      )
(Company No. 475497-A)           )
in the presence of:-             )        /s/ GOH CHEE CHERN
                                  ----------------------------------------------
                                                GOH CHEE CHERN
                                          (NRIC NO. : 550102-01-5673)


                                                                         page 19