Exhibit 10.46

                            A CO-MARKETING AGREEMENT


                      Made this 22nd day of February, 2000

                                     Between

         MyWeb Inc.com, a company  incorporated in Nevada whose business address
is at 595 Market Street,  Suite 2500, San  Francisco,  CA 94105,  United States.
(hereinafter referred to as "MyWeb") on the one part

                                       and

         Asia Infonet Co., Ltd. whose business address is at 1 Fortune Town 17th
Floor,  Ratchadapisek  Road,  Din Daeng,  Bangkok 10320,  Thailand  (hereinafter
referred to as "Asia Infonet") on the other

         WHEREAS -

         MyWeb  is a  company  with  significant  expertise  and  experience  in
developing TV portals and providing alternative Internet access.

         Asia Infonet is a leading ISP in Thailand.

         NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

<PAGE>

1.       MYWEB'S COMMITMENTS

         1.1 MyWeb will at [***] provide a co-branded TV portal localized in the
         Thai language.

         1.2  MyWeb  will  provide  the   necessary   technical   and  marketing
         consultancy to help launch the service.

         1.3 MyWeb is committed to allocating  sufficient  experienced personnel
         to execute item 1.2 above.

         1.4  MyWeb  will be  responsible  for  all  advertising  and  promotion
         expenses.

         1.5 MyWeb shall provide logos and icons link to Asia Infonet's websites
         on its portal.

2.       ASIA INFO'S COMMITMENTS

         2.1 Asia Infonet will provide co-location for MyWeb's servers [***].

         2.2 Asia Infonet will provide  consumers  with [***] of local access to
         MyWeb's TV portal, hosted at Asia Infonet's backbone at a cost of [***]
         per month.

         2.3 Asia Infonet will allow MyWeb access to its  distribution  channels
         [***] to distribute and market the product.

         2.4 Asia  Infonet  will  commit to  allocating  sufficient  experienced
         marketing personnel to help launch the service.

3.       EXCLUSIVITY

         3.1 MyWeb will not cooperate with any other internet service  providers
         in the territory of Thailand for the term of this contract.

         3.2 Asia Infonet will not cooperate  with any other  analogue  Internet
         set-top box providers for the term of this contract.

4.       TRADEMARKS AND LOGOS

         4.1  Asia  Infonet   acknowledges  that  MyWeb  owns  the  ThunderServe
         trademark and MyWeb trademark and all MyWeb related  trademarks,  logos
         and icons and agrees not to do anything harmful to or inconsistent with
         MyWeb's rights in the aforementioned marks.

         4.2 MyWeb acknowledges that Asia Infonet owns the ASIANET trademark and
         logos and agrees not to do  anything  harmful to or  inconsistent  with
         MyWeb's rights in the aforementioned marks.

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<PAGE>


5.       TERM OF AGREEMENT

         5.1  The  Agreement  shall  be for a  period  of 2  years  (hereinafter
         referred to as "the Term").

6.       TERMINATION

         Either party may terminate  this agreement in the event the other party
is in  material  breach and has not cured  breach  within 30 days after  written
notice by the other party.

7.       SECRECY

         Not at any time  during  or 1 year  after the Term  will  either  party
divulge or allow to be  divulged to any  persons  any  confidential  information
relating  to the  business  or  affairs  of the  other and the  details  of this
agreement.  In the event that this Clause is breached,  both parties  agree that
the aggrieved party shall be entitled to claim against the other for damages and
further equitable relief as it deems necessary.

8.       NON-ASSIGNMENT

         Both parties shall not assign or  sub-contract  any of its rights under
this agreement without the consent in writing of the other party.

9.       COMPLIANCE WITH LAWS

         To the extent  applicable  hereto,  both parties  shall comply with all
laws, regulations, policies and guidelines of Thailand.

10.      GOVERNING LAW

         This  agreement  shall be governed  and  construed  in all  respects in
accordance with the laws of Thailand.

11.      ARBITRATION

         Any  differences  or  disputes  arising  from this  agreement  shall be
settled by an amicable effort of both parties.

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<PAGE>

         11.1     An attempt to arrive at a  settlement  shall be deemed to have
                  failed  as soon as one of the  parties  notifies  the other in
                  writing.

         11.2     If an attempt at settlement has failed,  the parties shall try
                  to settle their dispute via arbitration in accordance with the
                  applicable arbitration legislation of Thailand.

         11.3     In the  event  that  any  attempt  at an  amicable  settlement
                  pursuant  to a dispute has  failed,  either  party may seek to
                  resolve their differences or disputes in a valid court of law.

12.      NO WAIVER

         The  failure of any of the other  party to assert or enforce  any right
hereunder  (whether upon a breach of this agreement by the other party hereto or
otherwise)  shall not be deemed to be a waiver of such right with respect to any
such breach or any  subsequent  breach;  nor will any waiver be implied from the
acceptance of any payment or service, except where the waiver has been expressly
agreed to in writing and signed by both parties.

13.      NOTICE

         Any notice or  communication  under this agreement  shall be in writing
and may be given by  registered  post,  facsimile  or  personal  delivery to the
following addresses:

                  To:      MyWeb Inc.com
                           595 Market Street
                           Suite 2500
                           San Francisco, California  94105
                           United States
                           ATTN: Wong Thean Soon

                  To:      Asia Infonet Co., Ltd.
                           1 Fortune Town, 17th Floor,
                           Ratchadapisek Road
                           Din Daeng, Bangkok 10320
                           Thailand
                           ATTN: Chatchaval Jiaravanon

14.      SEVERABILITY

         If any one or more of the provision  contained in this agreement or any
document  executed  in  connection  herewith  is found by any  court of law with
jurisdiction  over the matter to be  invalid,  illegal or  unenforceable  in any
respect,  the validity.  Legality and enforceability of the remaining provisions
contained herein shall not be affected or impaired in any way.

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<PAGE>

15.      FORCE MAJEURE

         Neither  party shall be liable for delay in  performance  or failure to
perform  in whole or in part,  the terms of this  agreement  if such  failure or
delay is due to labor dispute, strike, war, or act of war, insurrections,  riot,
civil commotion,  act of publish enemy,  accident,  fire,  flood, acts of God or
other  causes  beyond  the  reasonable  control  of such  party and any delay or
failure shall not be considered to be a breach of this  agreement.  In the event
that this agreement cannot be performed due to the aforementioned  circumstances
for a continuous period of 30 days, either party may at its discretion terminate
this agreement by notice in writing.

16.      VARIANCE

         All changes modifications,  variations and amendments to this agreement
must be in writing to be valid.

17.      COSTS

         Both parties shall be responsible for their  solicitors' costs involved
in the  preparation  of this  agreement.  The stamp  duty  shall be borne by the
Licensee.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized representatives.

MyWeb Inc.com:                                   Asia Infonet Co., Ltd.



By: /s/  TS Wong                                 By: /s/  Chatchaval Jiaravanon
   -------------------------                        ----------------------------
     Name:  TS Wong                                 Name: Chatchaval Jiaravanon
     President & CEO                                      President

Date: 2/22/00                                    Date: 2/22/00
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