Contractual Joint Venture Contract - Chengdu Huanyu Information Industry Co. Ltd. and Big Sky Network Canada Ltd.

                       CONTRACTUAL JOINT VENTURE CONTRACT
                                       FOR
                       SICHUAN HUAYU BIG SKY NETWORK LTD.







                             PRELIMINARY STATEMENTS

In  accordance  with the " Law of the  People's  Republic  of  China on  Chinese
Foreign  Contractual  Joint  Ventures"  and  other  relevant  Chinese  laws  and
regulations of Chengdu,  Chengdu Huanyu  Information  Industry Co., Ltd. and Big
Sky Network  Canada  Ltd.,  adhering  to the  principle  of equality  and mutual
benefits,  spirit of  friendship  and  cooperation,  agreed to jointly  set up a
Contractual  Joint Venture to manage the project at Chengdu,  Sichuan  Province,
the  People's  Republic of China.  The  Contract  hereunder is concluded by both
parties on July 8, 2000.








                                       2






                                    CHAPTER 1
                               GENERAL PROVISIONS

ARTICLE 1.1 DEFINITIONS

In the Contract (as  hereinafter  defined) the following  words and  expressions
shall have the  meanings  hereby  assigned  to them,  except  where the  context
otherwise requires:

1.   "Approval  Authority"  means  the  Chengdu  Municipal  Government  and  its
     functional departments.

2.   "Articles of  Association"  means the "Articles of Association  for Sichuan
     Huayu Big Sky Network Ltd.

3.   "Board of Directors" means the Board of Directors of the Company.

4.   "Business  License" means the business license of the Company issued by the
     State Administration for Industry and Commerce.

5.   "Company" means Sichuan Huayu Big Sky Network Ltd.

6.   "Contract" means this Contractual  Joint Venture Contract For Sichuan Huayu
     Big Sky Network Ltd.

7.   "Effective  Date" means the date on which the  approval  documents  of this
     Contract is issued by the Approval Authority.

8.   "Parties"  means Party A (Chengdu  Huayu  Information  Industry Co.,  Ltd.,
     [Chinese Characters Appear Here] and Party B (Big Sky Network Canada Ltd.).

9.   "RMB" means the currency of the People's Republic of China.

10.  "Foreign  Currency"  means the currencies of foreign  countries  (including
     paper money) and foreign payment orders (including  commercial  instruments
     and bank deposit certificates, etc.).

11.  "Senior  Officers" means the members of the Directors of Board, the General
     Manager,  the Deputy  General  Manager,  the Chief  Engineer  and the Chief
     Accountant.

12.  "ITSP" means the Internet Technology Service Provider.


                                       3






                                    CHAPTER 2
                    PARTIES OF THE CONTRACTUAL JOINT VENTURE


ARTICLE 2.1 JOINT VENTURE PARTIES
Parties to this Contract are as follows:
Party A: Chengdu Huayu Information Industry Co., Ltd. [Chinese Characters Appear
Here] " hereinafter referred to as Party A).
Registration Place: Chengdu, The People's Republic of China
Legal Address: 14F, Jinyu Building, 191, Section Bei Si, Yihuan
               Road., Chengdu, Sichuan, the People's Republic of China
Legal Representative:
Name:Wang Yuan Lin
Position: Chairman
Nationality: Chinese
Telephone: 86-28-3372468
Fax: 86-28-3315758

Party B: Big Sky Network Canada Ltd. [Chinese Characters Appear Here],
hereinafter referred to as Party B).
Registration Place: British Virgin Islands
Legal Address: 2080, 440 2nd Ave., SW, Calgary, Alberta, Canada
Legal Representative:
Name: Matthew Heysel
Position: Chairman
Nationality: Canadian
Telephone: 1-403-708-5962
Fax: 1-403-708-0823




                                       4





                                    CHAPTER 3
                         REPRESENTATIONS AND WARRANTIES


ARTICLE 3.1 REPRESENTATIONS AND WARRANTIES BY PARTY A.

Party A hereby represents and warranties as of the date hereof as follows:

1.   Party A is a company duly organized and validly existing with the status of
     a legal person under the laws of the People's Republic of China.

2.   The  execution  and  performance  by  Party  A of  this  Contract  and  its
     appendices (i) are within its corporate power and business scope, (ii) have
     been duly  authorized  by  necessary  corporate  resolution,  (iii) do  not
     contravene its Articles of  Association  and (iv) do not contravene any law
     or contractual restriction binding on or affecting part A.

3.   Party A owns and  controls  Huayu HFC network and its entire  software  and
     hardware platform,  and the rights to use the Facilities ("the Facilities")
     and equipment for the data  transmission  and Internet related  business in
     Chengdu area.

4.   Party A ensures to hire the Company as its  exclusive  Internet  Technology
     Service  Provider  ("ITSP") in Chengdu area during the life of the Company.
     Party A promises not to appoint other  companies  located either in Chengdu
     or outside China for the purpose of offering the  above-mentioned  services
     to Party A without the written consent of the Company.

5.   Party A understands and promises to be held responsible for the prohibition
     of business  strife in bad faith and Party A shall ensure the Joint Venture
     all relevant  permission  and approvals  (including  approval for  Internet
     business operation) by the relevant government authorities. Party A ensures
     not to permit and transfer its ownership,  operating rights to use the said
     network  Facilities  and  equipment  to any third  party  without a written
     permission from the Company.

6.   All authorizations, consents or approvals or actions by, and all notices to
     or filings with,  any governmental authority required for the due execution
     and performance by Party A of this


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     Contract  have been  obtained, except for the  approval of this Contract by
     the Approval Authority.

7.   Subject  to the  approval  of this  Contract  and  its  appendices  by  the
     relevant   Authority,   this  Contract  is  the  legal, valid  and  binding
     obligation of Party A,  enforceable  against Party A in accordance with its
     terms.

ARTICLE 3.2 REPRESENTATIONS AND WARRANTIES BY PARTY B.

PARTY B hereby represents and warranties as of the date hereof as follows:

1.   Party B is a corporation  duly  incorporated,  validly existing and in good
     standing under the laws of British Virgin Island.
2.   The  execution  and  performance  by  Party  B of  this  Contract  and  its
     appendices (i) are within  its  corporate  power and business  scope,  (ii)
     have been duly authorized by all necessary corporate  resolution,  (iii) do
     not contravene  its Articles of Association  and (iv) do not contravene any
     law or contractual restriction binding on or affecting Party B.
3.   The  investment  funds  and  equipment,   contribution   manners  and  time
     arrangement  stipulated  in the  Contract  shall  be  observed  Party  B to
     guarantee operation of the project.
4.   All authorization, consent or approval or other action by, and notice to or
     filng with, any  governmental  authority is required for the due execution,
     delivery and  performance  by Party B of this Contract and its  appendices,
     except for the approval of this Contract by the Approval Authority.
5.   Subject to the approval of this Contract and its appendices by the Approval
     Authority,  this  Contract is the legal,  valid and binding  obligation  of
     Party B, enforceable against Party B in accordance with its terms.


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                                    CHAPTER 4
                        ESTABLISHMENT OF THE CONTRACTUAL
                              JOINT VENTURE COMPANY


ARTICLE 4.1 ESTABLISHMENT OF THE COMPANY.
The  Company  shall be  established  as a limited  liability  Contractual  Joint
Venture company in accordance with the Law of the People's  Republic of China on
Chinese  Foreign  Contractual Joint Ventures and other relevant Chinese laws and
regulations, and after completion of the Feasibility Study.

ARTICLE 4.2 THE NAME AND LEGAL ADDRESS OF THE COMPANY
1.   The Name of the Company in Chinese is:  [Chinese  Characters  Appear  Here]
     (hereinafter referred to as the "Company").
2.   The name of the Company in English is: Sichuan Huayu Big Sky Network Ltd.
3.   Registration.  Place: Chengdu,  Sichuan Province,  the People's Republic of
     China.
4.   Legal Address:  2 Gulou North 3rd Street,  Chengdu,  Sichuan,  the People's
     Republic of China.

ARTICLE 4.3 LAW OF THE PEOPLE'S REPUBLIC OF CHINA
The Company is a Contractual  Joint Venture  registered in Chengdu,  approved by
the  authorities  of the Government of Chengdu.  As a legal entity,  the Company
shall follow the laws and  regulations  of the People's  Republic of China.  All
activities  of the  Company  shall be  governed  and  protected  by the laws and
pertinent rules and regulations of the People's Republic of China.

ARTICLE 4.4 LIMITED LIABILITY
The  Company  is a limited  liability  company.  The  funds or /and  cooperative
conditions  and terms  provided by both Parties of the Company shall  constitute
part of the property of the Company.  The Company shall be  responsible  for its
own  liability  and under all its own assets.  Both  Parties of the Company have
reached consensus in the Contract on the following:  the terms and conditions of
the


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cooperation  and  investment,  profit  distribution,   manner  of  the  business
management  anal  operation,  and  asset  distribution  on  termination  of  the
Contract.








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                                    CHAPTER 5
                         OBJECTIVE AND SCOPE OF BUSINESS


ARTICLE 5.1 PURPOSE
The  objective  of the  Company is using  Huayu's  HFC  network  to  develop  an
advanced  broadband  software and hardware  platform for data  transmission  and
Internet related business in Chengdu area. This will be accomplished by economic
cooperation  and  technical  exchanges  as well  as  through  adopting  advanced
technology and scientific management  expertise,  in order to achieve favourable
economic results and ensure a satisfactory rate of return for the Parties.

ARTICLE 5.2 SCOPE OF BUSINESS
The  business  scope of the Company  shall  include:  to provide a software  and
hardware platform for broadband data transmission network, data transmission and
network value-added business,  information network services, related development
of software applications, technical consulting and training services.

ARTICLE 5.3 BUSINESS ACTIVITIES
The  Company  and Party A shall  jointly  provide  Internet  access  services to
customers as follows:

1. The  Company  shall  purchase  and  install  multi-user  modems  and  related
equipment to connect the computers or other  equipment of customers to Party A's
network.

2.  Customers  who desire to obtain  Internet  access will be required to pay an
installation and monthly  maintenance fee (including  monthly  equipment fee and
the Internet  access .fee  payable to Party A for being  permitted to connect to
the Internet through Party A's network).

3.  After   collecting  the  above  said  fees  from  customers  and  paying  an
interconnection provider the inter-connection  charges, Party A and Party B will
share the profits in accordance with Article 9.1 of the Contract.


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                                    CHAPTER 6
                    TOTAL AMOUNT OF INVESTMENT AND REGISTERED
                               CAPITAL AND OTHERS

ARTICLE 6.1 TOTAL INVESTMENT
1.   The total amount of investment in the Company shall be  US$5,500,000(say US
     Dollars five million five hundred thousand).
2.   The unit of currency for  the  total  investment,  registered  capital  and
     contributions shall be the U.S. dollar. The exchange rate used shall be the
     average  exchange  rate  announced  by the China  State  Administration  of
     Exchange  Control  for  U.S.  dollars  and RMB for the  date on  which  the
     respective capital contributions are made.
3.   All  capital  contributions  in cash  shall be made to the  account  of the
     Company at the office of an  authorized  bank in Chengdu or, if approved by
     the appropriate PRC authorities  pursuant to the relevant  foreign exchange
     control regulations,to a bank designated by the Company outside of the PRC.
4.   All capital contributions to the Company, whether in cash or kind, shall be
     for the exclusive use of the Company.

ARTICLE 6.2 REGISTERED CAPITAL.
1.   The registered capital shall be US$2,250,000(say US Dollars two million and
     two hundred and fifty thousand) including cash and equipment.  The purchase
     of the  said  equipment  should  be in  accordance  with  CHAPTER  8 of the
     Contract.
2.   By a unanimous consent of the Parties and the Board of Directors, the total
     investment  may be increased for the  Company's  new business  development.
     Party B shall be assisting  fund raising for the new business  development.
     It needs to be approved by the Approval Authority of the government.

ARTICLE 6.3 TERMS AND CONDITIONS
The terms and conditions provided by both Parties are as follows:



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1.By Party A: Huayu's  software and hardware data  transmission  platform on its
HFC network and the rights to use all its  Facilities and equipment for the high
speed Internet access, data transmission and network value-added business.

2.By Party B:
Total cash and  equipment  investment  required  by the  project to a maximum of
US$5,500,000(including   cash  and  equipment).   Registered  capital  shall  be
US$2,250,000.  The purchase of the said equipment  should be in accordance  with
CHAPTER 8 of the Contract.

3.CONTRIBUTION MANNERS
The contribution stipulated in the Contract shall be made in accordance with the
following manner:
     (1)Party A shall  obtain all  regulatory  approvals  that the  Company  may
        require in order to conduct its business  within fifteen (15) days after
        the issuing date of the Business  License and Party B shall be satisfied
        of these  approvals  by obtaining a legal  opinion from Chinese  counsel
        selected by Party B. If all relevant approvals are not obtained by Party
        A within fifteen  (15)  days after the issuance of the Business  License
        due to the government policy and delay, Party  A shall not be considered
        to be in breach of the  Contract.  Should  approvals  not be obtained by
        Party A, both Parties shall mutually  agree on an appropriate  extension
        to obtain the relevant approvals.
     (2)The initial capital  contribution of US$500,000 shall be made by Party B
        within  thirty  (30)  days  after  all  approval  of  relevant  Approval
        Authorities.
     (3)All the remaining  registered capital and other investment shall be made
        based  on  the Company's operation plan and investment plan  as per  the
        relevant provisions of China.
     (4)Party A shall  provide  the  Company  with the terms and  conditions  of
        cooperation  stipulated in ARTICLE 6.3 of this Contract  within  fifteen
        (15) days after the issuance of the Business License.


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4.During the cooperation, both Parties shall not withdraw any registered capital
or vary the terms and  conditions  of  cooperation  upon which the Parties  have
mutually agreed.

ARTICLE 6.4 VERIFICATION OF CAPITAL CONTRIBUTIONS AND TERMS
1.   A reputable  international  accounting  firm  registered  in China shall be
     engaged by the Company to verify the contributions of Party B and provide a
     certificate  of   verification.   The  Company,   upon  the  receipt  of  a
     satisfactory certificate of verification,  shall issue a new Certificate of
     Capital Contribution to each Party. The Certificate of Capital Contribution
     shall include the  following  items:  the name of the Company,  the date of
     establishment,  the names of the Parties and Party B's  contributions,  the
     date on which the capital contributions were made, and the date of issuance
     of the  Certificate  of Capital  Contribution.  The  Certificate of Capital
     Contribution  shall  be  the  conclusive  evidence  of  Party  B's  capital
     contribution to the Company.  The Certificate of Capital Contribution shall
     be effective  when signed by the Chairman and Vice Chairman and the seal of
     the Company is affixed thereon.
2.   A law firm  registered  in China shall be retained by the Company to verify
     the contributions of Party A and provide a certifcate of verification.  The
     Company,  upon the receipt of a satisfactory  certificate of  verification,
     shall issue a Certificate of Contribution to each Party. The Certificate of
     Contribution  shall include the following  items:  the name of the Company,
     the date of  establishment,  the names of  the Parties and their respective
     contributions, the date on which Party A's contributions were made, and the
     date of  issuance  of the Certificate of  Contribution.  The Certificate of
     Contribution shall be the conclusive  evidence of Party A's contribution to
     the Company. The Certificate of Contribution shall be effective when signed
     by the Chairman and Vice Chairman and the seal of the Company


                                       12





     is affixed thereon

Article 6.5  TRANSFER OF  INTEREST,  RIGHTS AND  OBLIGATIONS
1.   In case either party to the  Contract  intends to assign all or part of its
     interest,  rights and obligations to a third party, a written consent shall
     be obtained from the other party (the  Non-Transferring  Party).  Approvals
     with  regard to the said  transfer  is required  from the  examination  and
     Approval  Authority.  The  application  for  the  said  transfer  shall  be
     registered with the State  Administration  for Industry and Commerce within
     one (1) month after the approval from relevant Approval Authority.
2.   If a party (the  "Transferring  Party")  desires to transfer all or part of
     its  interest  rights  and  obligations  to any third  party  other  than a
     subsidiary  of  the Party,  the  Transferring  Party shall secure a binding
     written  offer from such third party (the "Third Party  Offer") to purchase
     some or all of its interest,  rights and obligations and the other Party to
     this  Contract  (the  "Non-Transferring   Party")  shall  have  an  option,
     exercisable  within fifteen (15) days of the Third Party Offer, to purchase
     the Transferring Party's interest, rights and obligations in the Company as
     specified  in this  Article on the same terms and  conditions  as the Third
     Party Offer. Such option shall be exercised by the  Non-Transferring  Party
     giving a written notice to the  Transferring  Party of its exercise of such
     option.
3.   If any Non-Transferring  Party exercises its option within the fifteen (15)
     day  period to  purchase  the  Transferring  Party's  interest,  rights and
     obligations in the Company, the Transferring Party's Interest shall be sold
     to such  Non-Transferring  Party on the same  terms and  conditions  as the
     Third Party Offer.
4.   If the  Non-Transferring  Party does not  exercise  its  option  within the
     fifteen (15) day period,  the Transferring  Party may, subject to obtaining
     the prior written  consent of such  Non-Transferring  Party (which  consent
     shall not be


                                       13





     unreasonably withheld) and the unanimous approval of the Board of Directors
     (and the Non-Transferring Party  hereby  agrees to cause the members of the
     Board of Directors designated by it to approve such transfer), transfer the
     transferring Party's interest to such third party.
5.   Notwithstanding the foregoing but subject to any required approval from the
     Approval Authority,  a Party may transfer all or any part of its respective
     interest,  rights and  obligations  in the Company to any  Subsidiary  upon
     notification  to the other Party.  With  respect to any such  transfer to a
     Subsidiary,  such other Party hereby agrees to any such transfer and waives
     any first right of refusal  with respect to such  transfer.  The Parties to
     the  Contract  also agrees  that the option to purchase  shall not apply to
     such transfer or  assignment.  When such  transfer or  assignment  has been
     completed,  the  Transferring  Party shall release from the Contract as per
     the  provisions  of the  Contract  and the  Articles  of  Association.  The
     Subsidiary shall be a new party to the Contract.
6.   Any  sale,  assignment  or  transfer  of a  Party's  interest,  rights  and
     obligations  in the Company under this Article  shall not become  effective
     until all  necessary  approvals  have been  obtained.  Upon receipt of such
     approvals,  the  Parties  shall  cause  the  Company  to  cancel  the  then
     outstanding  Certificates  of  Capital  Contribution  and  to  issue  a new
     Certificate  of Capital  Contribution  to reflect the new  ownership and to
     register  the change in  ownership  with the  relevant  office of the State
     Administration of Industry and Commerce.  The Parties shall also amend this
     Contract,  if  required,  to reflect the  admission of a new  party to this
     Contract.


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                                    CHAPTER 7
                      RESPONSIBILITIES OF EACH PARTY TO THE
                            CONTRACTUAL JOINT VENTURE

ARTICLE 7.1 RESPONSIBILITIES OF BOTH PARTIES
The Parties shall be respectively  responsible for performing their  obligations
contained  in Article 7.2, 7.3 and 7.4 in a timely and  effective  fashion,  The
Parties  agree that the cost involved in  performing  the following  obligations
will be paid by the  Company  except  to  the  extent  that  any  such  cost  is
specifically  included  as  part  of  a  Party's  capital  contribution  to  the
registered capital of the Company.

ARTICLE 7.2 RESPONSIBILITIES OF PARTY A:
1.   Handling  applications  for approval,  registration,  business  license and
     other matters  concerning  the  establishment  of the Company from relevant
     Approval Authorities in Chengdu;
2.   Assisting  the  Company  with  any  matters   involving  PRC   governmental
     departments or agencies;
3.   Use its best  efforts  to assist  the  Company  in  obtaining  satisfactory
     network access for public use or other telecommunications services;
4.   Assisting the Company in the submission of applications  for, and obtaining
     of, all necessary approvals, permits, certificates and licenses required to
     conduct Company's business;
5.   Assisting the Company in applying for and obtaining the maximum  benefit of
     all permitted  reductions  in, or exemptions from, PRC income tax including
     withholding tax, import duties,  value added tax,  business and consumption
     tax, local tax, real estate tax,  vehicle tax or any other tax  reductions,
     rebates  or  exemptions  to which the  Company is  currently  or may in the
     future become entitled;

6.   Assisting  Party B in obtaining from the  appropriate  PRC  authorities all
     necessary   licenses   and  foreign   exchange   approvals  to  permit  the
     repatriation  out of China of all  profits,  dividends,  return of capital,
     proceeds of liquidation, after the


                                       15





     payment of applicable PRC income tax, if any;
7.   Processing  for applying  the right to the use of a site as an office space
     of the Company;
8.   Assisting  the  Company  in  purchasing  or  leasing  necessary  equipment,
     materials,   articles  for  office  use,   means  of   transportation   and
     communication facilities, etc;
9.   Assisting the Company in contacting and settling the fundamental facilities
     for business operation such as water, etectricity, transportation, etc.
10.  Assisting  the  Company in  recruiting  Chinese  management  and  technical
     personnel, workers and other personnel required.
11.  Assisting expatriate personnel in applying for Temporary  Residential Card,
     entrance visa and work permit and handle their traveling matters.
12.  Providing  convenience  for Party B in controlling  the  implementation  of
     investment.
13.  Providing Party B with a certificate of integrity of Party A's ownership of
     the said network  stipulated in ARTICLE 6.3 to guarantee the implementation
     of the Contract and the Articles of  Association  within  fifteen (15) days
     after signing this Contract.
14.  Responsible for handling other matters entrusted by the Company.

ARTICLE 7.3 REPONSIBILITIES OF PARTY B:
1.   Assisting  Party  A to  handle  applications  for  approval,  registration,
     business  license and other matters  concerning  the  establishment  of the
     Company from relevant approval authorities in China;
2.   Assisting the Company in the development of (i) its financial  planning and
     reporting systems,  and (ii) its utilizing advanced  scientific  management
     systems;
3.   Assisting  the  Company  with  any  matters   involving  PRC   governmental
     departments or agencies;
4.   As entrusted by the Company, (i) selecting technology, components, software
     and other related materials unavailable


                                       16





     in the PRC from abroad, (ii) selecting  appropriate equipment  necessary to
     establish the computer network system, at a comparable price for comparable
     quality and specifications, to be obtained abroad on behalf of the Company,
     and (iii) shipping the foregoing to Chengdu or such other  destinations  in
     the PRC in which the  Company  is  engaged  in  business;and  (iv)the  cost
     incurred  in  performing the  above  said matters shall  be  borne  by  the
     Company.
5.   Training the technical  personnel and employees of the Company  (details in
     ARTICLES OF ASSOCIATION).
6.   Assisting  the Company in promoting  its business  with the best  marketing
     efforts.
7.   Party B shall provide Party A with the Letter of Comfort from an investment
     bank  within  fifteen  (15)  days  after  signing  this  Contract  to  show
     commitment to the Contract.
8.   Assisting the Company with other matters entrusted by the Company.

ARTICLE 7.4 RESPONSIBILITIES OF BOTH PARTIES.

Each Party shall be responsible for the following:
1.   Making their  respective  contributions  to the Company pursuant to ARTICLE
     6.3;
2.   To use  their  best  efforts  in good  faith  to (i)  ensure  the  economic
     viability and  profitability of the Company,  (ii) maximize revenue  of the
     Company by  increasing  the number of users of the Company's  network,  and
     (iii)  protect  the  goodwill  and  the  trademarks  of  the  Company  from
     infringement;
3.   Ensuring that two (2) sets of books and records are kept in accordance with
     the applicable  accounting  regulations of the People's  Republic of China.
     One set is in the Chinese language and another is in the English  language.
     Parallel  accounts for each set of books and records in RMB  and US dollars
     and all vouchers are to be kept with the Chinese books;
4.   No party shall mortgage,  pledge or permit any liens on any property of the
     Company without the prior written approval


                                       17





     of the Board of Directors;
5.   Parties  shall  cooperate to each other,  execute all  documents,  take all
     necessary actions, in order to achieve the purpose and goals of the Company
     set forth in this Contract.
6.   No party shall  borrow or lend  money or  provide  guarantee in the name of
     the Company or establish any subsidiary of the Company without the approval
     of the Board of Directors.






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                                    CHAPTER 8
                                    EQUIPMENT


ARTICLE 8.1 PURCHASE OF EQUIPMENT
All  equipments  for  the  Company  can  be  purchased  in  either  domestic  or
international  market.  The  Company  shall give  priority to  suppliers  of the
People's  Republic of China  whenever  the  equipment  from such  suppliers  are
competitive  with like  imported  items in  pricing,  delivery  time,  technical
specifications,  quality of product,  international  credit,  and reputation and
other  material  terms.  If the  Company  needs to purchase  from  international
market,  the  Board  of the  Company  shall  make a  decision  to  purchase  the
equipment.   The  Company  shall  submit  the  equipments   purchased  from  the
international  market for inspection by the PRC's commodity inspection authority
pursuant to the "Law of Import and Export  Commodity  Inspection of the People's
Republic  of China." The Parties  shall  agree  further  upon the details of the
purchase of equipments contributed by Part B as part of the registered capital.






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                                    CHAPTER 9
                               PROFIT DISTRIBUTION


ARTICLE 9.1 DISTRIBUTION OF PROFITS
After the  Company  pays all taxes,  fees and  statutory  duties as  required by
applicable  law and  regulations  of PRC, and allocates the public reserve funds
and public  welfare funds and other  relevant  funds as required by the "Company
Law of the People's Republic of China "and other regulations,  the profits shall
be distributed as follows:

                                  Party A        Party B

Phase I  (2001*-2007):             35%           65%
Phase II (2008-2013):              50%           50%
Phase III (2014-2020):             65%           35%

*Or the Effective Date which ever occurs earlier.




                                       20





                                   CHAPTER 10
                               BOARD OF DIRECTORS


ARTICLE 10.1 ESTABLISHMENT OF BOARD OF DIRECTORS
The Board of  Directors is the highest  organ of  authority of the Company.  The
Board of Directors  of the Company  shall come into  existence on the  Effective
Date.

The Board of Directors  shall have all the powers and  responsibility  under the
law to policy decisions concerning the management of the business and affairs of
the Company.

The Board of  Directors  shall be consisted  of seven (7)  Directors.  Three (3)
Directors  shall  be  appointed  by  Party A and  four  (4)  Directors  shall be
appointed by Party B. The Chairman of the Board shall be  designated  by Party A
and the Vice  Chairman of the Board shall be  designated by Party B. The term of
office of a Director, Chairman and Vice Chairman is three (3) years. The term of
office may be renewed if continuously  appointed by the respective Parties.  The
distribution of Directors shall be as follows:

                                                         Party A     Party B
              Phase I  (2001*-2007):                        3        4
              Phase II (2008-20013):                        4        3
              Phase III (2014-2020):                        4        3
*Or the Effective Date which ever occurs earlier.

The powers, procedures,  requirements and other matters relating to the Board of
Directors are set out in the Articles of Association.

ARTICLE 10.2 BOARD OF DIRECTORS AND CHAIRMAN
The  Chairman  of the  Board of  Directors  is the legal  representative  of the
Company and may exercise powers authorized  by the Articles of Association.,  or
act as expressly  authorized in writing by the Board of  Directors,  or sign the
documents binding upon the Company.

ARTICLE 10.3 QUORUM; MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall convene at least two meetings every





                                       21





year.  At any meeting,  a quorum shall consist of at least four (4) Directors of
which can not be less than one (1) Director is  appointed by Party A,  attending
in person, by proxy or by telephone.  A meeting shall be called by the Chairman,
or, if the Chairman is unable to call the meeting,  the  Chairman shall delegate
the Vice Chairman or another Director to call and preside over the meeting.

The Chairman must call a meeting upon the proposal of any two  Directors.  Board
of Director  meeting  shall  be  called upon  fourteen  (14) day's prior written
notice (or upon a shorter notice if all Directors  unanimously  agree in writing
from time to time) to all  Directors.  The  Board  meeting  can be held,  by two
thirds (2/3) majority of the Board, at any jurisdiction approved by the Board of
Directors,  provided that  adequate  facilities  are  available  for  electronic
participation.

Directors  may be present  and vote in  person,  by proxy or by  telephone.  The
Chairman and the Vice Chairman shall each have one vote. For matters which would
otherwise need to be approved at a meeting of the Board of Directors, in lieu of
a meeting of the Board of Directors,  a written resolution may be adopted by the
Board of  Directors  if such  resolution  is sent to all members of the Board of
Directors signed and adopted by the number of Directors necessary to make such a
decision as stipulated in this Contract and the Articles of Association.  Notice
of a Board  meeting  may be waived in  writing  at any time  before or after the
meeting. A notice shall be deemed to be waived by attending the Board meeting in
person, by proxy or participating by telephone or by TV.

ARTICLE 10.4 BOARD APPROVAL REQUIREMENTS.
The Board of Directors shall have rights to exercise all of the powers belonging
to the Company.  Except  specifically  stated in the Contract hereof, all action
taken by the Board of Directors shall require approval by simple majority of the
Directors  at the meeting at which a quorum is present and in which at least one
Director  appointed  by Party A votes  with the  majority.  In  particular,  the
following matters


                                       22




require approval of two thirds (2/3) majority of the Board:
1.   Annual and any interim  production and operating  plans, the annual and any
     interim  operating  budget,   including  anticipated  operating  costs  and
     expenses,  and annual and any interim  financial  statements of the Company
     and any significant change to the above mentioned.
2.   Significant changes to the business scope stipulated in ARTICLE 5.2;
3.   Determining  the salary and  benefits for the General  Manager,  the Deputy
     General  Manager  and the other  Senior  Officers  of the  Company  and any
     changes thereto;
4.   The appointment and removal of the General Manager, Deputy General Manager,
     the Chief Financial Officer and other Senior Officers of the Company;
5.   Determining  the scale of wages,  benefits and  allowances of the employees
     of the Company and changes thereto;
6.   The approval and amendment of (i) any contract,  commitment or  expenditure
     which is not included in an annual budget and which by itself,  or together
     with other contracts,  commitments or expenditure which are not included in
     the budget, exceeds an equivalent amount in U.S. Dollars of US$100,000 (say
     US Dollars  one hundred  thousand)  or  (ii) any  expenditure,  contract or
     commitment  approved in the annual budget which exceeds the amount provided
     for  in the  budget  by 10% or  any  contract,  commitment  or  expenditure
     approved in the annual budget which  exceeds an  equivalent  amount of U.S.
     Dollars of US$300,000 (say US Dollars three hundred thousand)or such higher
     dollar amounts and such higher  percentage as the Board of Directors  shall
     determine or (iii) any borrowing by the Company which would result in total
     debt of the Company  exceeding the equivalent  amount of US$300,000 (say US
     Dollars  three  hundred  thousand)or  (iv)  the  disposition,  mortgage  or
     transfer of fixed  assets  owned by the  Company  with a value in excess of
     US$150,000(say US Dollars one hundred and fifty thousand);



                                       23





7    The  commencement or settlement of arbitration,  litigation or conciliation
     with any third party; and
8.   The  appointment  of a  liquidation  team and its  members to  conduct  the
     liquidation of the Company pursuant to Chapter 16.


ARTICLE 10.5 MINUTES OF THE BOARD MEETING
The minutes of the Board  meeting shall be confirmed and signed by the Directors
attending the meeting and to be filed with the Company.







                                       24




                                   CHAPTER II
                             BUSINESS MANAGEMENT AND
                                LABOR MANAGEMENT


ARTICLE 11.1 MANAGEMENT OFFICE

The Company shall establish a management office,  which shall be responsible for
its day-to-day  operation and  management.  The management  office shall  have a
General Manager,  nominated  by Party B; a Deputy General Manager,  nominated by
Party A. The General  Manager and Deputy General  Manager shall  be appointed by
the Board of  Directors  whose  terms of office is three (3)  years.  1n Phase I
(2001*-2007),  the  General Manager shall be nominated by Party B and the Deputy
General  Manager  shall be  nominated by Party A. A Director of the Board may be
appointed as General Manager or Deputy General Manager.  In Phase II (2008-2013)
and  Phase  III  (2014-2020),  the  General  Manager  shall be  hired by  public
recruitment.

*Or the Fffective Date which ever occurs earlier.

ARTICLE 11.2 GENERAL MANAGER AND DEPUTY GGENERAL MANAGER
The  responsibility  of the General Manager is to carry out the decisions of the
Board, and conduct the day-to-day  management of the Company. The Deputy General
Manager shall assist the General  Manager in his work. The General  Manager must
consult with the Deputy General Manager concerning  handling major issues in the
Company.

ARTICLE 11.3 POWER OF BOARD TO DISMISS OFFICERS
In case of  graft or  serious  dereliction  of duty on the  part of the  General
Manager or the Deputy  General  Manager,  the Board of Directors  shall have the
power to dismiss them at any time.

ARTICLE 11.4 LABOUR MANAGEMENT
Labor contract covering the recruitment,  employment, dismissal and resignation,
wages, welfare, labor protection and insurance, labor





                                       25





discipline,  rewards, penalty and other matters concerning the staff and workers
of the Company  shall be drawn up between the Company and the Trade Union of the
Company as a whole or individual  employees in accordance with the  "Regulations
of the  People's  Republic  of  China  on Labor  Management  in  Chinese-Foreign
Contractual  Joint  Ventures and its  Implementation  Rules" and  regulations of
Sichuan.  The labor  contracts  shall,  after  being  signed,  be filed with the
Chengdu Labor Bureau for the procedures of employment.

ARTICLE 11.5 SENIOR OFFICERS
The appointment of senior  officers who are  recommended by both Parties,  their
salaries, social insurance,  welfare and the standard of traveling expenses etc.
shall be decided by the Board of Directors  with reference to the trade standard
in Chengdu.





                                       26






                                   CHAPTER 12
                                CONFIDENTIALITY


Article 12.1 Confidentiality
No Party in this Contract  shall,  nor shall, it permit any of  its employecs or
the  employees  of the  Company  to,  divulge  to any person  any  technical  or
commercial  secrets  concerning  execution of the business of the Company during
the cooperation period. The confidentiality  shall remain for a period of twenty
(20) years from signing this Contract to termination of this Contract.






                                       27






                                   CHAPTER 13
                      TAXES, FINANCE, AUDIT, STATISTICS AND
                         ENVIRORNMENT MENTAL PROTECTION


ARTICLE 13.1 TAXATION
The Company shall pay taxes in accordance with the  stipulations of Chinese laws
and other relevant regulations.

ARTICLE 13.2 INCOME TAX
All employees of the Company shall pay individual  income tax,  according to the
"Individual Income Tax Law of the People's Republic of China."

ARTICLE 13.3 FUNDS
Allocations  for public  reserve funds,  for expansion  funds of the Company and
public  welfare funds and bonus for  employees  shall be set aside in accordance
with  stipulations  in the "Company  Law of the People's  Republic of China "and
"Law of the  People's  Republic of China on Chinese  Foreign  Contractual  Joint
Ventures"  and  regulations  of the  Chengdu  city.  The  annual  proportion  of
allocations  shall be  decided  by the  Board of  Directors  as per the laws and
regulations and in accordance with the business situation of the Company.

ARTICLE 13.4 ACCOUNTING
The  financial  affairs  and  accounting  of the  Company  shall be  handled  in
accordance  with the  applicable  accounting  system and  financial,  management
regulations of the Financial  Ministry of the People's Republic of China and the
Chengdu City. The accounting system of the Company shall be filed for the record
at the  Financial  Bureau and  Taxation  in Chengdu  and  reviewed  by  relevant
authorities with respect to finance, tax and audit.

ARTICLE 13.5 AUDITING
Financial  auditing  and  examination  of the Company  shall be  conducted by an
accounting firm registered in China and reports shall


                                       28





be submitted to the Board of Directors and the General Manager.  Both Parties to
the Company have the right to employ on their own an  registered  accountant  in
China to  undertake  annual  financial  checking  and  examination  at their own
expense.

ARTICLE 13.6 REPORTS
The monthly  reports,  quarterly  reports and annual reports  including  Balance
Sheet and Profit and Loss Statement and Cash Flow  Statement  shall be submitted
to the relevant  authorities in accordance  with the regulations of the People's
Republic of China.

ARTICLE 13.7 ENVIRONMENT
The Company shall commit to bear the  responsibility  of protecting  environment
according to "Law of the People's Republic of China on Environment Protection".





                                
                                       29





                                   CHAPTER 14
                                FOREIGN EXCHANGE


ARTICLE 14.1 FOREIGN EXCHANGE
All the  foreign  exchange  matters  shall be  handled  in  accordance  with the
"Regulations of Foreign Exchange Control of the People's Republic of China."

ARTICLE 14.2 BALANCE OF FOREIGN CURRENCY RESERVE
The Company shall maintain a balance of foreign currency  reserve.  Any loan and
guarantee  as  investment  or  cooperation  terms for either side of the Parties
shall be settled on their own, respectively.

ARTICLE 14.3 REMITTING FOREIGN CURRENCY
All profits,  income and funds after liquidation of Party B shall be entitled in
accordance with relevant foreign exchange regulations of China to be remitted to
outside China.

ARTICLE 14.4 REMITTING EMPLOYMENT INCOME OF EXPATRIATES
The employment income and other legitimate income of the expatriate personnel in
the  Company  shall be  entitled  to remit  their  employment  income  and other
legitimate  income to outside China after they complete  paying relevant tax and
deduct the expenses incurred in China.






                                       30





                                   CHAPTER 15
                             DURATION OF THE COMPANY


ARTICLE 15.1 DURATION
The  duration  of the Company is twenty (20)  years.  The  establishment  of the
Company shall start from the date on which the relevant  approvals are obtained.
An  application  for the  extension of the  duration,  proposed by one Party and
unanimously  agreed  by  the  Parties,   shall  be  submitted  to  the  approval
authorities  one hundred  and eighty  (180) days prior to the expiry date of the
Company.








                                       31





                                   CHAPTER 16
                          THE DISPOSAL OF ASSETS AFTER
                         THE EXPIRATION OF THE DURATION


ARTICLE 16.1 LIQUIDATION COMMITTEE
Upon the  expiration  of the duration  and upon  termination  of this  Contract,
liquidation  of assets,  credit and debt shall be carried out  according  to the
relevant law. A  Liquidation  Committee  set up by the  representatives  of both
Parties shall be responsible for the liquidation.

ARTICLE 16.2 ASSETS HANDLING
Upon  prior  termination  of this  Contract,  the  Company's  assets  after  the
liquidation shall be settled in accordance with the following provisions:
(1)  All fixed assets and capital shall be turned to Party A upon the expiration
     of the Contract and under no extension of the Contract;

(2)  Before the  expiration  date of the  Contract,  after paying in full of the
     debts of the  Company,  the  Liquidation  Committee  shall  distribute  the
     remaining  assets  among the  Parties  hereto in  proportion  to the profit
     distribution  ratios in effect under ARTICLE 50 of Articles of  Association
     as of  the  liquidation  date,  After  the  liquidation,  Part  A  has  the
     pre-emptive right to purchase the remaining equipment.







                                       32





                              CHAPTER 17 INSURANCE


ARTICLE 17.1 INSURANCE
Insurance   policies  of  the  Company  on  various  kinds  of  risks  shall  be
underwritten with the People's Republic of China.  Types, the value and duration
shall be decided by the Board of Directors with the stipulations of the People's
Republic of China.





                                 
                                       33







                                   CHAPTER 18
                               THE ALTERATION AND
                            DISCHARGE OF THE CONTRACT


ARTICLE 18.1 ALTERATION
The amendment of the Contract and the Articles of  Association,  any increase or
decrease of the  registered  capital,  pledge of assets,  merger or  separation,
discontinuation or dissolution, amalgamation with other economic organization or
any other major  appendices  shall come into force only after it is  unanimously
approved by the Board of Directors.  The written  agreement  with  signatures of
both  Parties can become  effective  only after it is  submitted to the original
examination  and approval  authority for its approval,  and  registered in State
Administration for Industry and Commerce.

ARTICLE 18.2 DISCHARGE
In case of the inability to fulfil the Contract or to continue  operation due to
heavy loss in  successive  years as a result of Force  Majeure,  Chinese taw and
regulations,  and the  change of  governmental  administrative  activities,  the
duration of the Company and the Contract shall be terminated  before the time of
expiration after consultation with between each Party (If the Board of Directors
can not reach an  agreement  upon the above  matters in  question,  either party
shall have the right to refer the disputes to  Arbitration)  and after obtaining
approvals from the original examination and approval authority.

ARTICLE 18.3 TERMINATION
Should the Company be unable to continue its  operations or achieve the business
purpose  stipulated in the Contract due to the fact that one of the  contracting
Parties fails to fulfill the obligations prescribed by the Contract and Articles
of  Association,  or  seriously  violate the  stipulations  of the  Contract and
Articles  of  Association  (particularly  the  provisions  of  Chapter 3 of this
Contract),  that Party  shall be deemed as having  unilaterally  terminated  the
Contract. The other Party shall have the right to terminate the



                                       34





Contract in accordance with the provisions of the Contract after approved by the
original  approval  authority as well as to claim  damages.  In case Party A and
Party B of the Company agree to continue the operation.,  the Party who fails to
fulfil the obligations shall be liable to the losses thus caused to the Company.















                                       35






                                   CHAPTER 19
                       LIABILITIES FOR BREACH OF CONTRACT


ARTICLE 19.1 FAILURE TO CONTRIBUTE; FAILURE TO PROVIDE TERMS AND CONDITIONS
Should either Party A or Party B fails to pay on schedule the  contributions  or
provide the terms and conditions in accordance  with the  provisions  defined in
ARTICLE 6.3 of this Contract,  the breaching  Party shall be responsible for the
breaching  event and pay to the other Party in cash an amount equal to 0.04% per
day of the value of the registered  capital  contribution for each day following
the date when such contribution was due but not made or the terms and conditions
were due but not  provided.  If the breach  Party fails to remedy such  material
breach  within a period of ninety (90) days, in addition to be paid in cash as a
penalty an amount  equal to 4.5% of the value of the  capital  contribution.  In
addition  the other Party shall have the right to  terminate  the  Contract  and
claim damages thus caused during the breaching event.

ARTICLE 19.2 FAULT
Should all or part of the Contract and its  appendices be unable to be fulfilled
owing  to  the  fault  of  one  Party,   the  breaching  Party  shall  bear  the
responsibilities thus caused. Should it be the fault of both Parties, they shall
bear their respective responsibilities. The breaching Party shall take action to
remedy such material breach within thirty (30) days after notice in writing from
the other Party. Except for the stipulation in ARTICLE 19.1 of this Contract, if
the  breaching  Party fails to remedy the breach in time,  the  breaching  Party
shall pay the  other  Party in cash as a  penalty  an amount  equal to 1% of the
value of the capital contribution to compensate for damages caused by the breach
event.  If both Parties to the Company  fail to execute or to fully  execute the
terms and conditions of this Contract,  each of them shall bear their respective
responsibilities  for default and compensation for losses, based on the specific
circumstances.  The  circumstances  specified in Article 20.1 shall not apply to
the provisions of this Article.


                                       36





                                   CHAPTER 20
                                  FORCE MAJEURE


ARTICLE 20.1 FORCE MAJEURE

Should  either of the Parties to the Contract be prevented  from  executing  the
Contract by Force Majeure, such as earthquake,  typhoon, flood, fire and war and
other unforeseen  events, and their happening and consequences are unpreventable
and avoidable, the prevented Party shall notify the other Party by cable without
any  delay,  and  within  fifteen  (15) days  thereafter  provide  the  detailed
information  of the  events  and a valid  document  for  evidence  issued by the
relevant  public  notary  organization  at which the Force  Majeure  happens  for
explaining  the reason of its inability to execute or delay the execution of all
or part of the  Contract.  Both Parties  shall,  through  consultations,  decide
whether to terminate the  Contract,  or to execute the part of  obligations  for
implementation  of the  Contract,  or  whether  to delay  the  execution  of the
Contract or to release from the  obligations  of the Contract or to release from
part of the  obligations of the Contract  according to the effects of the events
on the performance of the Contract.







                                       37







                                   CHAPTER 21
                                 APPLICABLE LAW


ARTICLE 21.1 APPLICABLE LAW
The  formation of this  Contract,  its validity,  interpretation,  execution and
settlement of the disputes shall be governed by the related laws of the People's
Republic  of China.  If changes  are made to the current  laws,  regulations  or
policies  of the  People's  Republic  of China  applicable  to this  Contract to
provide more favourable  conditions for the achievement of the objectives of the
Parties as set out in ARTICLE 5.1 AND ARTICLE 5.2 of this Contract,  the Parties
shall  negotiate  in good faith to amend this  Contract  so that the Parties can
benefit from the more favourable conditions to the greatest extent possible.










                                       38






                                   CHAPTER 22
                             SETTLEMENT OF DISPUTES


ARTICLE 22.1 CONSULTATION
Any dispute or  difference  between the Parties  arising out of or in connection
with this Contract or as to rights or obligations  hereunder  shall initially be
referred to the Chairman of Party B and the legal  representative of Party A for
resolution  to the  satisfaction  of the Parties,  if possible.  The Chairman of
Party B and the legal representative of Party A may, if they so desire,  consult
outside experts for assistance in arriving at a resolution.  Such, persons shall
make a bona fide attempt to settle  amicably  through  friendly  negotiation any
such dispute or difference within 30 days after its submission and, if unable to
do  so,  the  dispute  or  difference  may be  referred  by  any  of  thetas  to
arbitration.

ARTICLE 22.2 ARBITRATION
1.   Any dispute arising out of or in connection  with this Contract,  including
     any question  regarding its  existence,  validity or  termination  or as to
     rights or  obligations  of the  Parties  hereunder  which is not settled by
     friendly  discussions  pursuant  to Article  24.1 shall be  referred to and
     finally  resolved by  arbitration  in  Stockholm  in  accordance  with  the
     Arbitration Rules of the Stockholm International  Arbitration Centre (the "
     SIAC  Rules")  for the time  being in force  which  rules are  deemed to be
     incorporated by reference into this Article.

2.   The tribunal shall consist of one arbitrator to be jointly appointed by the
     Parties.  If the Parties are unable to agree upon the  appointment  of  the
     arbitrator  within 30 days,  then the arbitrator  shall be appointed by the
     Chairman of the Stockholm International Arbitration Centre.

3.   The  Chinese  and  English  languages  shall  both be used in the  arbitral
     proceedings. Unless otherwise agreed by the Parties, all hearing materials,
     statements of claim or defense,  award and the reasons  supporting it shall
     be written in both



                                       39





     Chinese and English.

4.   To the extent this Article is deemed to be a separate agreement independent
     from  this  Contract,  ARTICLE  24.4  concerning  notices are  incorporated
     herein by reference.

ARTICLE 22.3 OPERATION OF THE COMPANY
Throughout  the  pendency of any dispute or  difference  submitted  to the legal
representative of Party A and the Chairman of Party B for resolution pursuant to
ARTICLE 22.1 or to  arbitration  pursuant to ARTICLE  22.2,  the  Company  shall
continue to conduct its  business  activities  in  accordance  with the business
plans of the Company then in effect.











                                       40






                                   CHAPTER 23
                                    LANGUAGE


ARTICLE  23.1  LANGUAGE
The  Contract  shall be written in Chinese  version  and English  version.  Both
languages have equal legal  authorities.  Should there be a conflict between the
two  versions,  the spirit and the Purpose of the Contract  shall be the guiding
principle to interpret the Contract.










                                       41






                                   CHAPTER 24
                          EFFECTIVENESS OF THE CONTRACT
                                AND MISCELLANEOUS


ARTICLE 24.1 APPENDICES
The appendices  (including the Articles of Association )  drawn up in accordance
with the principles of this Contract are an integral part of this Contract.

ARTICLE 24.2 HEADINGS
The headings of the Articles of this Contract are for  convenience  of reference
only and still not be deemed or  construed  as in any way  limiting or extending
the language of the provisions to which such headings may refer.

ARTICLE 24.3 EFFECTIVE DATE
The Contract and its appendices shall come into force beginning from the date of
approval of the relevant approval authority. This approval date is the Effective
Date.

ARTICLE 24.4 NOTICE
Should notices in connection. with any Party's rights and obligations be sent by
either Party A or Party B by telegram,  telex,  email or fax,  etc., the written
notices shall be also required afterwards.  Such written letter notices shall be
delivered  by post  services,  and  considered  to be  received  by in ten  (10)
business days from the date of postmark.  The legal address of Party A and Party
B listed in this Contract (or such other address as  either Party may notify the
other Party in writing) shall be the posting addresses.








                                       42





ARTICLE 24.5 SEVERABILITY
If any provision of this Contract  should be or become fully or partly  invalid,
illegal or unenforceable in any respect for any reason whatsoever, the validity,
legality and  enforceability of the remaining  provisions of this Contract shall
not in any way be affected or impaired thereby.

ARTICLE 24.6 ORIGINAL COPIES
This Contract is executed in four (4) original counterparts  each of which shall
have equal effect in law.


IN WITNESS  WHEREOF,  the Parties hereto have signed this Contract as of July 8,
2000.

Party B:
Chengdu Huayu Information                            Big Sky Network Canada Ltd
Industry Co., Ltd.
[Chinese Characters Appear Here]

Authorized Representative                            Authorized Representative

/s/GONG YONGRONG                                     /s/DAMING YANG
-------------------------------------------------    --------------
   Gong Yongrong [Chinese Characters Appear Here]       Daming Yang
   General Manager                                      General Manager



[Seal]                                               [Seal]




                                       43
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