Joint Development Agreement of City-Wide-Area High Speed Broadband and Data Transmission Services Networks of China - Big Sky Network Canada Ltd. and Jitong Network Communications Co. Ltd.

            JOINT DEVELOPMENT AGREEMENT OF CITY-WIDE-AREA HIGH SPEED
           BROADBAND AND DATA TRANSMISSION SERVICES NETWORKS OF CHINA
             BETWEEN BIG SKY NETWORK CANADA LTD. AND JITONG NETWORK
                             COMMUNICATIONS CO. LTD.


This Agreement is made and entered into this 15th day of September  2000, by and
between  Big  Sky  Network  Canada  Ltd  (the  "Party  A")  and  Jitong  Network
Communications Co., Ltd. (the "Party B").

Parry A' s Registered Address is:     2080, 440 2nd Avenue, SW, Calgary, 
                                      Alberta, Canada

Party B' s Registered Address is:     East Wing 9th floor, Capital times square,
                                      NO.88
                                      West Changan Ave., Beijing P. R. China.
WHEREAS:

         Party A is a  corporation  duly  registered  under the laws of  British
         Virgin Island and its headquarter is located at Calgary,  Canada. Party
         A'  s  main   businesses  are  to  invest  is  the  broadband   network
         infrastructure, to develop and to construct broadband networks. Party A
         intends  to  co-operate  with the  cities of China  and to  invest  and
         develop  City-Wide-Area  high  speed  broadband  networks,  in order to
         deliver  multifunctional data transmission  services over the broadband
         to cable subscribers.

         Parry B is a corporation  duly registered under the laws of the People'
         s  Republic  China.  The main  business  of Parry B is a  communication
         service   provider,    the   purpose   of   establishing    information
         infrastructure  and developing new services.  Party B provide  internet
         access to Party A and provide the transmission bandwidth .

         In November  1999,  Party A and Pasty B had signed "The  Memorandum  of
         Understanding  Concerning the Joint Development of City-Wide-Area  High
         Speed  Broadband  and Data  Transmission  Services  Networks of China".
         Based on the  principle of mutual  benefit and the spirit of friendship
         and  cooperation,  after a full  discussion,  the Parties agree that to
         develop digital data transmission has solid foundation for co-operation
         and enormous market potential.  The Parties fully agree to continue the
         co-operation between the Parties,  and, therefore,  the Parties further
         agree as follows:

GENERAL PRINCIPLE

     1.  Jointly  develop  digital  data  transmission  services,  based  on the
         nation-wide  City-Wide-Area  integrated  high-speed  broadband networks
         (the "Data-Over-HFC System") invested by Party A.

     2.  The  Data-Over-HFC  Systems are built by Contractual or Capital Joint 
         Venture  Companies that invested and controlled by Party A.


                                        1





     3.  All customers/subscribers connected to the Data-Over-HTC Systems are 
         the registered users of Contractual or Capital Joint Venture Companies.

     4.  The agreement (the "Service  Agreement") should be signed between Party
         B and the Contractual or Capital Joint Venture  Companies that invested
         and controlled by Party A.

     5.  Party B has valid permit issued by the governmental authority of Infor-
         mation Industry to legally operate aforementioned business.

THE RESPONSIBILITY OF EACH PARTY

     1.  PARTY A

         (1) To ensure  and  guarantee  Party B as the  nationwide  Provider  of
             Internet Access Service to the Contractual or Capital Joint Venture
             Companies.

         (2) To coordinate  with the JV Companies, in order to achieve the goals
             of this Agreement.

         (3) To ensure  Contractual  or Capital  Joint  Venture Companies trans-
             fer  the service fee to the bank account designated by Party B.

     2.  PARTY B

         (1) To  instruct  and ensure that the  branches  of Party B to provide
             standard Internet access to the JV Companies that selected by Patty
             A.

         (2) To  guarantee  that  the JV  Companies  be  provided  with  the  
             sufficient transmission bandwidth agreed by both Parties.

         (3) To provide  technical  support to the  connections  in  accordance 
             with the network design of the JV Companies.

         (4) To  coordinate  Party B' s branches  as well as its agents and to 
             ensure the technical support be provided to the JV Companies.

THE MUTUAL RESPONSIBILITIES OF THE PARTIES

     1.  Under the permit of the of the industrial  policies of the Government, 
         both parties shall jointly  discuss the  possibilities of developing 
         other Value-added Services.

     2.  To maximize the benefits for both Parties.

LIABILITIES

         The  patties  shall  observe  this  Agreement,  if any one is in breach
         of this Agreement,  the other party shall have rights to terminate this
         Agreement. The default party should be responsible for the compensation
         to the party affected by the default from the default party.

THE DECLARATION

         Party A and Party B declare  that this  Agreement  will be dominated by
         the laws of the People' s Republic of China.  This  Agreement  does not
         cause the Parties to violate the laws and regulations  of the  People's
         Republic of China and/or other territories outside the people' s 
         Republic of China.

                                        2





GENERAL

     1.  CONFIDENTIALITY

         This Agreement is strictly  confidential to both parties.  Neither
         Parry shall  disclose the contents of this Agreement to any person
         or a third party without prior written consent of the other Party.

     2.  PARTY A' S PROMISE

         Party A  (including  Party A' s company,  network  and agents) promises
         that without the consent in writing by Party B, Party A shall not carry
         out any commercial  promotion  activities in any form.

     3.  TERM OF THIS AGREEMENT

         The term of this Agreement is three (3) years from the date of signing 
         of this Agreement.  This Agreement  should be extended automatically  
         for another  three (3) years,  unless one party informs the other party
         to terminate this agreement in writing three  (3)  months  prior  to  
         the  expiration  date  of  this agreement.

     4.  LANGUAGE

         This Agreement shall be written in English and the  Chinese  languages.
         The inquiry of this Agreement  should be decided with the Chinese  
         languages.  Every set of this Agreement shall hold two (2) copies in 
         each language.

ARBITRATION

     All disputes or  divergences  in connection  with this contract or the 
     execution thereof shall be settled through friendly  negotiation. Should no
     settlement be reached through  negotiation,  the disputes or divergences 
     shall be submitted to the Foreign Economic and Trade Arbitration Commission
     of the China Council,in accordance with its then current arbitration rules.
     The arbitral award shall be final and binding upon both parties. The place 
     of arbitration is in Beijing.



Party A                                         Party B

Big Sky Network Canada LTD.                     Jitong Network Communications
                                                Co., LTD.

Authorized Representative:                      Authorized Representative:

/s/ DAMING YANG                                /s/ NING XIANFU
    -----------------------                        ---------------------------
    Daming Yang                                    Ning Xianfu
    Title: President                               Title: Deputy General Manager

                                        3
Copied to clipboard