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Strategic Partnership Agreement - Chengdu Huayu Information Industry Co. Ltd. and Big Sky Network Canada Ltd.

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                     Strategic Partnership Agreement Between
                Chengdu Huayu Information Industry Co., Ltd. and
                           Big Sky Network Canada Ltd.

THIS  AGREEMENT  is made and entered  into this 21st day of July,  2000,  by and
between Chengdu Huayu Information Industry Co., Ltd. (the "Party A") and Big Sky
Network Canada Ltd. (the "Party B") in Chengdu.

Party A's Registered Address is:      14F Jinyu Building, #19, Section 4 North,
                                      First Ring Road, Chendu, Sichuan, PRC

Party B's Registered Address is:      2080,440 2nd Avenue, SW, Calgary, Alberta,


     1.   Party A is a company duly  registered  under the laws of Chengdu City,
          Sichuan  Province,  the  Peoples  Republic  of  China.  The  Party A's
          business scope and its business  activities  are to build  information
          network infrastructure, to develop information industry and to provide
          related services.

     2.   Party A has built a HFC network which has one hundred twenty  thousand
          (120,000)  subscribers.  The Party A is currently building a City-wide
          integrated broadband  information  network,  based on its existing HFC
          network,  in the Greater  Chengdu Area to provide high speed  Internet
          access, data transmission and value-added  business on the network for
          its  five   hundred   thousand   (500,000)   cable  and  data  network
          subscribers.  The Party A intents to build a Province-wide  integrated
          broadband  network in three (3) years.  This  network  could bring the
          above-mentioned  services to the one  million  five  hundred  thousand
          (1,500,000)  potential customers (including cable subscribers and data
          network subscribers).

     3.   Party B is a  corporation  duly  registered  under the laws of British
          Virgin Island and its headquarter is located at Calgary, Canada. Party
          B's  main   businesses   are  to  invest  in  the  broadband   network
          infrastructure,  development and  construction of broadband  networks.
          The Party B intends to develop the City-Wide-Area  networks in Sichuan
          Province to deliver broadband  services to more than three million and
          five hundred thousand  (3,500,000) cable subscribers.  Party B desires
          to  joint  with  Party  A  to  build  a  Greater-Chengdu-Area   and  a
          Province-Wide-Area  Integrated  Information Network and to provide the
          high speed Internet access, data transmission and value-added business
          to customers.

     4.   On the 8th day of July,  2000,  the Parties  signed  "the  Contractual
          Joint Venture Contract for Huayu and Big Sky" (the "Contract") and its
          "Articles of Association". The Parties agreed to upgrade the existing
          HFC network to deliver


broadband over the cable  services.  Based on the principal of equality,  mutual
benefits and the spirit of friendship and cooperation,  after a full discussion,
the Parties agree that the above mentioned  business  developments have enormous
potential and huge market.  The Parties fully agree to continue the  cooperation
between the Parties, and, therefore, the Parties further agree as follows:

General Principle

     1.   Parties fully agree that the priority should be given to the upgrading
          of the HFC network in accordance  with the Contract  signed on the 8th
          day of July,  2000 and to deliver  quality high speed broadband to its
          customers.   At  the  same  time,  the  Parties  agree  to  devclop  a
          Greater-Chengdu-Area  integrated  high speed  broadband  network  (the
          "Data-Over-HFC   System")   utilizing   Chengdu's  existing  Education
          Network,  Government Network,  Cable TV Broadcasting  Network and Tele
          Communication  Network to provide  high speed  Internet  access,  data
          transmission  and  value-added  business  for  five  hundred  thousand
          (500,000) potential customers.

     2.   Upon  completion  of the  Greater-Chengdu-Area  integrated  high-speed
          broadband  network and its service  platform and being  provided  with
          quality Internet and other related services to customers,  the Parties
          shall   begin  to   invest   jointly   in  the   development   of  the
          Province-Wide-Area  integrated  broadband network to deliver broadband
          services to more than five million  (5,000,000)  customers  (including
          data network subscribers and cable subscribers).

     3.   Parties  shall  jointly  develop  the  Greater-  Chengdu-Area  and the
          Province-Wide-Area  integrated broadband networks (the "Project"). The
          Parties   shall   invest  the  funds,   equipments,   technology   and
          professional  personnel to the Projects.  The estimate  investment for
          the Projects  could reach fifty  million  (50,000,000)  to one hundred
          million (100,000,000) US Dollars.

The Responsibility of Fach Party

     1.   Party A

          (1)  To obtain official approval and government policy support for the

          (2)  To seek  integration  of relevant  network  resources  of Greater
               Chengdu  Area and  Sichuan  Province  within  the  limits  of the
               government  policy;  to  co-operate  with each  other in order to
               maximize the Parties' benefits; to obtain the legal rights to use
               and  commercially  operate the Tele  communication  backbones  in
               Sichuan Province.

          (3)  To apply and to obtain all  relevant  govcrnmental  approval  and
               operating permits.

          (4)  To coordinate with all relevant  government  authorities in order
               to achieve the maximum  efficiency  in building and operating the

          (5)  To  invest  the  existing  fiber  optical  network  and  relevant
               equipments for the Project.



     2.   Party B

          (1)  To invest cash and equipments to the Project.

          (2)  To develop international strategic partnership for the Project.

          (3)  To   seek   advanced   technology   and   scientific   management

          (4)  To develop individual  City-Wide-Area Network (the "City LAN") in
               the  cities  of the  Sichuan  Province,  that to be used for high
               speed Internet access,  data  transmission,  value-added  network
               related  business  and to connect  the  individual  cities to the
               Province-Wide-Area integrated broadband network.

          (5)  To assist in the market  development  and to provide  training to
               the technical personnel of the Project.

          (6)  To  assist  Party  A  in  applying  and  obtaining  all  relevant
               government  approvals and permits for the joint  operation of the

The Mutual Responsibilities of the Parties

     1.   To seek effective cooperation with the providers of Tele communication
          (such as China Jitong  Telcom).  Through  Party A's networks and Party
          B's City LANs of the Province,  the Parties and the Tele communication
          providers will jointly develop the province-wide market for Voice over
          IP, fiber  optical  connection,  DDN  connection,  communication  line
          rental, enterprises VPN and other businesses.

     2.   To maximize the benefits of the Parties involved

The Methods and the Term of the Co-operation

The  methods  of  co-operation  shall  be  negotiated  in  the  manner  that  is
permissible by industry  policies of the People's Republic of China. The Parties
will  determine  the ratio of  distribution  of  interests  in the  future.  The
distribution  of  interests  or  profits  shall be agreed  and  specifed  in the
agreement or the contract of the Project.  The term of the proposed Project will
be twenty (20) years.

The Declaration

Party  A and  Party  B  declare  that  this  Agreement  does  riot  require  the
departmental  approval of the Chinese government.  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 China.


     1.   Confidentiality

          This Agreement is strictly confidential. No Party shall disclose the
          contents of this  Agreement to any person or a third party without
          prior written  consent of the other Party.



     2.   Term of this Agreement

          The term of this Agreement is sixty (60) days from the date of signing
          of this Agreement. This Agreement may be extent for another sixty (60)
          days upon written request made by a Party and to he consented by the
          other Party with fifteen (15) days prior to the expiration of this

     3.   Language

          This Agreement shall be written in English and the Chinese  languages.
          Both languages have the same legal  validity and effect.  Every set of
          this Agreement shall contain two (2) copies of each language.

     4.   Contracting With a Third Party

          Both Parties are legal entities and have power to establish contrac-
          tual relationship  with a third party.  The Parties agree not to sign
          a contract that contains the same or similar  terms  and/conditions
          with any third party within the term of this Agreement.

     5.   Contract or  Agreement  for the  Contractual  Joint  Venture or Equity
          Joint Venture Company

          Based on the spirit of  co-operation,  the  Parties  shall try to com-
          plete  the Contract or the  Agreement  for the  Contractual  Joint
          Venture or Equity Joint Venture within the Term of this Agreement.

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

Authorized Representative                   Authorized Representative
GONG YONGRONG                               QIFENG XUE
[Chinese Characters Appear Here]
Title: General Manager                      Title: Vice President in Marketing &