MEMORANDUM OF UNDERSTANDING

    BEIJING GEHUA CABLE TV NETWORKS CO. LTD. AND BIG SKY NETWORK CANADA LTD.
     TO JOINTLY DEVELOP BROADBAND NETWORK TECHNOLOGY AND TO PROVIDE INTERNET
                     TECHNICAL SERVICES IN THE BEIJING AREA

Beijing Gehua Cable TV Network Co. Ltd. (Party A) is a corporation located in
Metropolitan Beijing Area. The main business of the Company is to provide
Internet services, data transmission and other Internet based value-added
business in the Beijing Area. Big Sky Network Canada Ltd. (Party B) is a private
company, headquartered in Calgary, Alberta, Canada and its main business is to
build high-speed Broadband networks and to provide Internet technology services.
Party B desires to cooperative with Party A and to jointly develop the broadband
technology and to provide broadband network technology services, Internet data
transmissions, and other network value-added technical services in the Beijing
Area. Big Sky Network Canada Ltd. has gained valuable experiences and developed
special expertise that learned from its two joint ventures successfully launched
at Shekou in Guangdong Province, and Chengdu, in Sichuan Province and that could
be applied in Beijing Area. Based on the spirit of friendly cooperation and
mutual development, after discussions and negotiations, both Parties agreed that
there is huge market and enormous business potential to provide aforementioned
services in the Beijing Area. In addition, the Parties reached the following
consensus:

         1.   Both Parties agreed to cooperate and to jointly  develop  Internet
              data  transmission  and broadband  network  services  based on the
              Cable TV networks of Beijing Area (the Project).

         2.   At the initial stage of the Project,  Party A will build a two-way
              testing HFC network that is not less than 10,000 cable subscribers
              to be used for the Project.  The  building  cost will be the Party
              A's responsibility.

         3.   Party B will  provide  the  equipment,  technology,  capital,  and
              personnel for the Project.

         4.   The  Parties  will make the  testing  network to be  operated as a
              commercial network within three months after its launching date.

         5.   The Parties will continue their  discussion for further and deeper
              cooperation of the Project.

         6.   This  Memorandum  of  Understanding  is  written  in  the  Chinese
              language and four (4) original copies were made.


BEIJING GEHUA CABLE TV                             BIG SKY NETWORK CANADA LTD.
NETWORKS CO., LTD.

/s/ MIN TAN NG                                     /s/ LU WANG
------------------------                           -------------------------
AUTHORIZED REPRESENTATIVE                          AUTHORIZED REPRESENTATIVE

DATE: June 18, 2001                                 DATE: June 18, 2001