Contractual Joint Venture

EXHIBIT 10.8


CONTRACTUAL JOINT VENTURE


CONTRACT BETWEEN DEYANG


GUANGSHI NETWORK


DEVELOPMENT LTD. AND BIG


SKY NETWORK CANADA LTD.


PREAMBLE


In accordance with the " Law of the People's Republic of China on Chinese Foreign Contractual Joint Ventures" and other relevant laws and regulations of the People's Republic of China, Sichuan Province and the City of Deyang and adhering to the principle of equality and mutual benefit, spirit of friendship and cooperation, Deyang Guangshi Network Development Ltd. and Big Sky Network Canada Ltd. agree to form a contractual joint venture company at Deyang, Sichuan Province, the People's Republic of China.


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CHAPTER 1
GENERAL PROVISIONS


Article 1.1 Definitions


In this Contract, unless there is something in the subject-matter or context inconsistent therewith,


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


2. "Approvals" means all approvals, permits, licenses, certificates,
authorizations, sanctions, consents, permissions, filings and
registrations required from or with any governmental authority.


3. "Articles of Incorporation" means the "Articles of Incorporation of
Deyang Guangshi Big Sky Ltd.


4. "Board of Directors" means the Board of Directors of Deyang Guangshi
Big Sky Ltd.


5. "Business License" means the business license of Deyang Guangshi Big
Sky Ltd. issued by the State Administration for Industry and Commerce.


6. "Company" means Deyang Guangshi Big Sky Ltd.


7. "Contract" means this Contractual Joint Venture Contract between
Deyang Guangshi Network Development Ltd. and Big Sky Network Canada
Ltd.


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


9. "Parties" means Party A (Deyang Guangshi Network Development Ltd.) and
Party B (Big Sky Network Canada Ltd.).


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


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


12. "Senior Officers" means the General Manager, the Deputy General
Manager, the Chief Engineer and the Chief Accountant.


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CHAPTER 2
PARTIES OF THE CONTRACTUAL JOINT VENTURE


Article 2.1 The Parties


Parties to this Contract are as follows:


Party A: Deyang Guangshi Network Development Ltd.


Place of Registration: Jinghu Hi-tec Development District, the City of Deyang, the Province of Sichuan, the People's Republic of China


Legal Address: #50, MinJang Road East, Jinghu Hi-tec Development District, the
City of Deyang, the Province of
Sichuan, the People's Republic of China


Legal Representative: Name: Zhou, Jinan Position: Chairman of the Board. Nationality: Chinese Telephone: 86-838-223-2538 Fax: 86-838-220-3326


Party B: Big Sky Network Canada Ltd. [Chinese Characters Appear Here]


Place of Registration: British Virgin Islands


Legal Address: 2080, 440 2nd Ave., SW, Calgary, Alberta, Canada


Legal Representative: Name: Matthew Heysel Position: Chairman Nationality: Canadian Telephone: 1-403-234-8885 Fax: 1-403-265-8808


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CHAPTER 3
DECLERATIONS AND WARRANTIES


Article 3.1 Declarations and Warranties of Party A. Party A hereby declares and warranties as follows:


1. Party A is a legal entity duly incorporated 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 resolutions, (iii) do
not contravene its Articles of Incorporation and (iv) do not
contravene any law or contractual restrictions binding on or affecting
part A.


3. Party A owns and controls the entire HFC network of Deyang (the
"Network") and the right to use the facilities, equipment and
frequencies (collectively, the "Facilities and Frequencies") of the
Network for data transmission and Internet- related business.


4. Party A understands and guarantees to act in good faith and shall not
relinquish, transfer or permit the transfer of the ownership or
control of, the Network or Party A's right to use the Facilities and
Frequencies to any third party, and shall ensure that the Company
shall be the Internet technology service provider for the Network
during the term of this Contract. Party A shall not engage or permit
any one to engage any third party for the aforementioned services
without the prior written consent of the Company.


5. Party A has all necessary qualifications to obtain all Approvals that
Party A may require in order to act as an Internet service provider
and to provide Internet connectivity services to its customers through
the Network.


6. Party A shall obtained all necessary Approvals for the execution and
performance of this Contract.


7. Party A ensures that all additional contracts or supplementary
documents relating to this Contract to be performed as the Contract.


8. Subject to the approval of this Contract and its appendices by the
Approval Authority, this Contract creates legal, valid and binding
obligations that are enforceable against Party A in accordance with
this Contract and all applicable laws and regulations.


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Article 3.2 Declarations and Warranties of Party B. Party B hereby declares and warranties as of the date hereof as follows:


1. Party B is a legal entity duly incorporated 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 Incorporation and (iv) do not
contravene any law or contractual restriction binding on or affecting
Party B.


3. The investment funds, the equipment, the manner of the
investment (pound) the timing and the amount of contribution
stipulated in the Contract shall be observed by Party B in order to
ensure the progress of the project.


4. Party A ensures that all additional contracts or supplementary
documents, signed by the Parties, relating to this Contract or Project
having the same legal status and effect as the Contract.


5. Subject to the approval of this Contract and its appendices by the
Approval Authority, this Contract creates legal, valid and binding
obligations that are enforceable against Party B in accordance with
this Contract and all applicable laws and regulations.


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CHAPTER 4
ESTABLISHMENT OF THE CONTRACTUAL
JOINT VENTURE COMPANY


Article 4.1 Establishment of the Company The Company shall be a contractual joint venture with limited liability formed under the "Law of the People's Republic of China on Chinese Foreign Contractual Joint Ventures" and other relevant laws and regulations of the People's Republic of China.


Article 4.2 The Legal Name and Address of the Company Parties to this Contract are as follows:


Party A: Deyang Guangshi Network Development Ltd.


Place of Registration: Jinghu Hi-Tec Development District, the City of Deyang,
the Province of Sichuan, the People's Republic of China


Legal Address: #50, MinJang Road East, Jinghu Hi-tec Development Dis-
trict, the City of Deyang, the Province of Sichuan, the
People's Republic of China


Legal Representative: Name: Zhou, Jinan Position: Chairman of the Board Nationality: Chinese Telephone: 86-838-223-2538 Fax: 86-838-220-3326


Article 4.3 Laws of the People's Republic of China The Company shall be a contractual joint venture registered in Deyang, approved by the relevant Approval Authorities. As a legal entity, the Company shall comply with 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 the pertinent rules and regulations of the People's Republic of China.


Article 4.4 Limited Liability The Company is a limited liability company. The investment funds, the cooperative conditions and the terms provided by both Parties of the Contract shall constitute part of the property of the Company. The Company's liabilities shall be settled by the properties of Company, except the ownership and the right of use of the Network. Both Parties of the Contract have reached consensus on the following: the terms and conditions of the cooperation and investment, profit distribution, business management and operation, and assets distribution on termination of the Contract.


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CHAPTER 5
OBJECTIVE OF THE CONTRACT AND SCOPE OF BUSINESS


Article 5.1 Objective The objective of the Company is to provide Internet technology services for data transmission and Internet related business in the Deyang 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 reasonable economic results and ensure a maximum rate of return for both Parties.


Article 5.2 Scope of Business The scope of business of the Company shall include the provision of Internet 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.


Article 5.3 Business Plan


The following sets out a description of the Company's business plan:


1. Party A wishes to use the Network, Facilities and Frequencies to
provide Internet connectivity services to customers in Deyang
(collectively, "Network Customers"). However, the Network, Facilities
and Frequencies cannot be used for such purpose until appropriate
hardware and software is installed on the Network.


2. Party A and Party B agree that the Company shall act as the exclusive
Internet technology service provider for this purpose. Specifically,
the Company shall select, purchase, own, process, upgrade, install,
manage, operate and maintain all hardware and software that the
Company considers necessary for the purpose of enabling Party A to
provide internet connectivity services to its HFC Network Customers
through the Network, Facilities and Frequencies.


3. Upon receiving an Internet operating permit and other necessary
Approvals, Party A shall contract with one or more of the government-
approved Internet Network Provider(s) to interconnect the Network with
the Internet. Party A shall be responsible for paying all the
interconnection fees payable to such Internet Network Provider(s).


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4. In consideration for providing internet connectivity services to Network
Customers as an Internet Service Provider, Party A shall require Network
Customers to pay to Party A, a monthly connection fee (the "Connection
Fee"). Party A shall use such Connection Fees to offset the
interconnection fees that Party A shall be required to pay to Party A's
Internet Network Provider(s).


5. In consideration for providing Internet technology services that will
enable Network Customers to obtain Internet connectivity from Party A
through the Network, the Company shall require Network Customers to pay
to the Company, an initial installation fee and a monthly maintenance fee
(the "Installation and Maintenance Fee"). The Company shall use such
Installation and Maintenance Fees to offset the Company's capital and
operating costs and to earn an acceptable return on its investment. The
Company shall distribute to Party A and Party B, all the net profits that
the Company may derive from such activities in the manner set forth in
Article 9.1 of this Contract.


6. Immediately after the Company has been established, Party A and the
Company shall develop specific plans for attracting and maintaining
Network Customers on a cooperative basis, including: (i) the schedule for
the selection, purchase, and installation of hardware and software on the
Network and the other Internet technology services that the Company will
provide; (ii) marketing plans; (ii) pricing policies; (iii) the form and
content of the Connection Fee agreement that Party A will require Network
Customers to sign for the purpose of obtaining Internet connectivity
services from Party A as well as the separate Installation and
Maintenance Fee agreement that the Company shall require Network
Customers to sign for providing Internet technology services; (iv)
collection of fees; and (v) other operational matters.


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CHAPTER 6
TOTAL INVESTMENT, REGISTERED CAPITAL, CAPITAL
CONTRIBUTIONS AND COOPERATIVE CONDITIONS FOR THE
CONTRACTUAL JOINT VENTUREE


Article 6.1 Total Investment


1. The total investment of the Company shall be US$4,500,000 (four
million five hundred thousand US Dollars).


2. The unit of currency for the total investment, registered capital and
other contributions shall be the U.S. dollar. The exchange rate for
the two currencies shall be the average exchange rate announced by the
State Administration of Foreign Exchange of China for U.S. dollars and
RMB for the date on which the capital contributions are made.


3. All capital contributions in cash shall be deposited into a bank
account designated by the Company in Deyang or a foreign bank account
designated by the Company, if approved by the State Administration of
Foreign Exchange of China, pursuant to the relevant foreign exchange
laws regulations.


4. All capital contributions to the Company, whether in cash or in other
form, shall be used exclusively for the Company.


Article 6.2 Registered Capital


1. The registered capital of the Company shall be US$2,250,000 (two
million and two hundred and fifty thousand US Dollars) that may be
contributed in the form of cash, equipment or services. The equipment
investment is US$1,250,000 (one million and two hundred and fifty
thousand US Dollars) and the cash investment is US$1,000,000 (one
million US Dollars). The differences between the total investment and
the registered capital shall be raised by Party B abroad. 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.


Article 6.3 Cooperative Conditions The cooperative conditions of the Parties are as follows:


1. Party A shall:


(1) Party A ensure 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


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(2) obtain all regulatory Approvals, licenses and permits that
either the Company or Party A may require to perform this
Contract. Without limiting the generality of the foregoing,
Party A shall obtain an Internet operating permit from the
Ministry of Information Industries and any other Approval that
Party A may require in order to legally provide Internet
connectivity services in the manner contemplated by this
contract.


2. Party B shall contribute to the Company in the form of cash, equipment
or services to the Company with an aggregate value of US$4,500,000.
The differences between the total investment and the registered
capital shall be raised by Party B abroad.


3. Timing of Contributions


The contributions stipulated in the Contract shall be carried out as
follows:


(1) Party A shall obtain all the Approvals contemplated by Article
6.3(1) above within fifteen (15) days after the issuance of the
Business License. If all such Approvals are not obtained by Party
A within fifteen (15) days after the issuance of the Business
License due to the reasons of policy change or governmental
delay, Party A shall not to be considered in breach of this
Contract.


(2) The initial registered capital contribution of US$1,000,000 shall
be made by Party B within twenty (20) days after receiving each
of the following documents in form and substance satisfactory to
Party B: (i) true copies of all the Approvals contemplated by
Article 6.3(1) above; and (ii) a legal opinion issued by a
qualified Chinese law firm selected by Party B confirming
relevant legal matters, such as: (a) all such Approvals have been
validly issued and are in good standing; (b) Party A owns and
controls the Network and has the right to use the Facilities and
Frequencies for data transmission and Internet related business;
and (c) this Contract is legal, valid and enforceable against
Party A. If Party B does not receive all such documents in form
and substance satisfactory to Party prior to such date, Party B
shall not be obliged to contribute any capital to the Company and
Party B shall not be considered in breach of the Contract.


(3) The remaining registered capital and other contributions to the
Company shall be made in accordance with the Company's project
schedule (as the Board of Directors may establish) and the
relevant legal requirements of the People's Republic of China.


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. Modification of Cooperative Conditions


During the term of this Contract, the Parties shall not modify the cooperative conditions upon which the Parties have mutually agreed.


Article 6.4 Verification of Contributions


A reputable international accounting firm registered in China shall be engaged by the Company to verify the contributions of Party B and issue a Certificat ...