Preliminary Agreement to Form a Contractual Joint Venture - Changsha Guang Da Television Broadcasting Broadband Network Ltd. and Big Sky Network Canada Ltd.

                         PRELIMINARY AGREEMENT TO FORM A
                        CONTRACTUAL JOINT VENTURE BETWEEN
      CHANGSHA GUANG DA TELEVISION BROADCASTING BROADBAND NETWORK LTD. AND
                           BIG SKY NETWORK CANADA LTD.


In  accordance  with the "Law of the People's  Republic of China on  Contractual
Joint  Ventures" and other  relevant  laws and  regulations  of Hunan  province,
adhering to the  principle  of equality  and mutual  benefits  and the spirit of
friendship and cooperation,  Changsha Guang Da Television Broadcasting Broadband
Network  Ltd.  ("Party A") and Big Sky Network  Canada Ltd.  ("Party  B"),  have
reached an agreement to form a  Contractual  Joint  Venture (the Company) at the
City of Changsha in the Province of Hunan.  The Parties have agreed to sign this
Agreement before signing a formal contract:

         1. The  Contractual  Joint Venture shall be  established at the City of
            Changsha,  in Hunan Province,  the People's  Republic of China.  The
            name of the Company will be decided in the future.

         2. The  objective  of the  Company  is to provide  Internet  technology
            services for data  transmission and Internet related business in the
            Hunan Province.  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
            reasonable  economic results and ensure a maximum rate of return for
            both Parties.

         3. The Scope of Business of the Company  shall include the provision of
            broadband  data  network  technology  services  including,   without
            limitation,  the  purchase,  processing,   upgrading,   development,
            installation,  operation,  maintenance  and  management  of  network
            platform  for  broadband  data  transmission,   network  based  data
            transmission   and  value-added   business;   application   software
            development;  and  technical,  consulting,  management  and training
            services.

         4. Terms and Conditions of  the  Cooperation:  Party A ensures that the
            Company shall be the exclusive  provider of the Internet  technology
            services in relation to the Network  (the  ownership  of the Network
            belongs  to  Party  A) and  enable  Party A to use the HFC  Network,
            Facilities and Frequencies to provide Internet connectivity services
            to  Party  A's  customers;  and  obtain  all  regulatory  approvals,
            licenses  and permits that either the Company or Party A may require
            to perform this


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            Contract,  including obtaining an Internet operating permit from the
            Ministry of  Information  Industries.  Party B shall provide  funds,
            technology and equipment required by the project.  Party A shall own
            the network.  The Contractual Joint Venture shall not be involved in
            the  basic   telecommunication   and  Party  A's   broadcasting  and
            television business.

         5. Party A and Party B will form a Joint Venture Company and to build a
            Data Transmission Platform.  Party B will not own shares of Party A.
            The net income will be distributed  in accordance  with Article 8 of
            this Agreement.

         6. Party  B's  budget  of  investment  for this  project,  based on the
            450,000  registered cable TV customers of Party A, is US$18,000,000.
            Party B shall  contribute  the  investment  in  accordance  with the
            regulatory  requirements  and the Contract of the Contractual  Joint
            Venture. If the project requires new capital investment, the Parties
            will  consult  to each  other  and Party B will be  responsible  for
            raising new capital.

         7. The term of the  Contractual  Joint  Venture  shall be eighteen (18)
            years from the Date of  Establishment.  Upon the  expiration  of the
            contract,  the fixed assets of the  Contractual  Joint Venture shall
            belong  to  Party  A, in  accordance  with  the  relevant  laws  and
            regulations  of the  People's  Republic of China.  After the Company
            pays all taxes,  fees and statutory duties as required by applicable
            laws and  regulations  of the  People's  Republic of China,  the net
            income shall be distributed as follows:

                                                    Party A            Party B
              Phase I   (2001*-2006):                35%                 65%
              Phase II   (2007-2012):                50%                 50%
              Phase III  (2013-2018):                60%                 40%
              *Or Effective Date which ever comes earlier.

         8. The  Board of  Directors  of the  Contractual  Joint  Venture  shall
            consist  of  seven  (7)  Directors.  The  Chairman  of the  Board of
            Directors  shall be  designated  by Party  A.  The  distribution  of
            Directors shall be as follows:

                                                Party A                Party B
              Phase I   (2001*-2006):              3                      4
              Phase II   (2007-2012):              4                      3
              Phase III  (2013-2018):              4                      3
              *Or Effective Date which ever comes earlier.


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         9. All documents  (including the Contractual Joint Venture Contract and
            Articles of Incorporation)  required for formal establishment of the
            Contractual Joint Venture,  in accordance with the relevant laws and
            regulations  of the People's  Republic of China,  shall be completed
            and submitted to the relevant authorities for approval after signing
            of this  Agreement.  This agreement will have its full legal effects
            after  completing  of  all  required   documentation  and  necessary
            approvals.  This Agreement will be no legal effect,  If the Contract
            and Article of Incorporation for the Joint Venture are not signed by
            the Parties within sixty (60) days after signing of this Agreement.

         10.This  Agreement  is  written  in  Chinese  and each  Party  shall be
            provided for Two (2) copies.

         11.This Agreement shall be signed by the authorized  representatives of
            the Parties and shall be legally effective on the date of signing.

IN WITNESS  WHEREOF,  the Parties  hereto have signed this Agreement on March 8,
2001.

Party A                                 Party B
(Authorized Representative):            (Authorized Representative):
/s/ QIUCHENG ZHOU                        /s/ WEI YANG
    ---------------                          ----------------

Name: Qiucheng Zhou                     Name: Wei Yang
Title: Chairman                         Title: Vice President



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[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]



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[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]



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[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]


                                               [BIG SKY NETWORK CANADA LTD.
                                                SEAL APPEARS NEXT TO SIGNATURE
                                                PARTY B]



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