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Agreement on the Establishment of Cooperation Joint Venture - Zhuhai Cable Television Station and Big Sky Network Canada Ltd.


         Zhuhai Cable Television  Station ("Party A") and Big Sky Network Canada
Ltd. ("Party B"), in compliance with the "Law of the People's  Republic of China
on Cooperation  Joint Ventures" and other relevant laws of China and regulations
of Zhuhai,  adopting the  principle of equality and mutual  benefits,  spirit of
friendship  and  cooperation,  have  decided to enter into an  Agreement  on the
establishment of cooperation joint venture in Zhuhai. Agreements  reached are as
follows before signing a formal contract:

         The legal address of the Cooperation  Joint Venture shall be at Zhuhai,
the People's  Republic of China.  The name of the  Cooperation  Joint Venture is
Zhuhai Big Sky Cable  Network,  Ltd.  Both Parties  have  reached the  following

         1. Party A shall contribute to the project with its right of using data
            transmission  channels  on the  cable  television  network.  A total
            investments  from US$4,500,000  to  US$5,000,000 to the project will
            be contributed by Party B. Both parties shall jointly upgrade of one
            way transmission  function to two way  transmission  function on the
            Zhuhai cable television  network and develop the business related to
            Internet  services  approved  by the Chinese  government.  The first
            amount of US$500,000 for registered capital shall be made by Party B
            within fifteen (15) days of the approval date of Foreign Economy and
            Trade  Commission  of Zhuhai.  Party B shall commit to have the rest
            funds invested in accordance  with the plan of network  construction
            by the Cooperation  Joint Venture.  Party B fails to make the amount
            due shall  constitute  an event of default  pursuant to the terms of
            the Agreement.

         2. The duration of the Cooperation  Joint Venture shall be fifteen (15)
            years from the Establishment Date. The ownership rights of assets of
            the  Cooperation  Joint  Venture  shall  belong  to Party A upon the
            termination  of the duration.  After the  Cooperation  Joint Venture
            pays  the  tax  and  contributes   statuory  funds  as  required  by
            applicable PRC law:

                                             Party A                    Party B
            Phase I (2000-2004):               40%                        60%
            Phase II (2005-2009):              50%                        50%
            Phase III (2010-2014):             60%                        40%

         3. The Board of Directors of the  Cooperation  Joint Venture shall come
            into  existence  on the  Establishment  Date  shown  on  the  formal
            Contract.  Chairman of the Board of Directors shall be designated by
            Party A. The Board of

            Directors  will be comprised of seven (7) Directors.  Of these,  the
            distribution of Directors shall be as follows:

                                              Party A                    Party B
            Phase I (2000-2004):                3                          4
            Phase II (2005-2009):               4                          4
            Phase III (2010-2014):              4                          3

         4. All  necessary   documents  required  by  formal   registration  and
            establishment of the Cooperation  Joint Venture,  in accordance with
            applicable PRC's law and regulatory , shall be completed before July
            20, 1999 and submitted to the Foreign  Economy and Trade  Commission
            of Zhuhai for approval.

         5. The Agreement is written both in the Chinese and English  languages.
            Both  versions  shall have equal  validity.  Four (4) copies of each
            version shall be provided to both Parties.

         6. The Agreement  shall become  effective  upon an approval  comes from
            Foreign Economy and Trade Commission of Zhuhai and relevant approval
            authority in the  industry.  The  Agreement  shall lose its validity
            without signing the Contract for the Cooperation Joint Venture.

         7. Both Parties shall negotiate and settle the details of the Contract.

Party A                                              Party B

Zhuhai Cable Television Station                      Big Sky Network Canada Ltd.

Signature:/s/ HUANG XUEZHONG                         Signature: /s/ DAMING YANG
          ------------------                                    ---------------
Name: Huang Xuezhong                                 Name: Daming Yang

Title: Director                                      Title: President and CEO

Date: May 27, 1999                                   Date: May 27, 1999
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