Joint Venture Contract

EXHIBIT 10 - -------------------------------------------------------------------------------- Joint Venture Contract between Big Sky and China Merchants


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COOPERATIVE JOINT VENTURE CONTRACT FOR
SHENZHEN CHINA MERCHANTS BIG SKY NETWORK LTD.


CHAPTER 1


GENERAL PROVISIONS


ARTICLE 1 In accordance with the " Law of the People's Republic of China on Chinese Foreign Cooperative Joint Ventures" and other relevant Chinese laws and regulations of Shenzhen, China Merchants Shekou Industrial zone Ltd. and Big Sky Network Canada Ltd., adopting the principle of equality and mutual benefits, spirit of friendship and cooperation, have entered into an agreement for the establishment of a cooperative joint venture at Shekou, Shenzhen, Guangdong Province, the People's Republic of China. The Contract hereunder is concluded.


Article 2-


The following terms as used in this Contract shall have the meanings set forth below: 1. "Approval Authority" shall mean the Shenzhen Municipal Government. 2. "Articles of Association" shall mean the "Articles of Association for
Shenzhen China Merchants Big Sky Cable Network Ltd. 3. "Board of Directors" shall mean the board of directors of the Company. 4. "Business License" means the business license of the Company issued by
the State Administration for Industry and Commerce. 5. "Company" shall mean Shenzhen China Merchants Big Sky Network Ltd. 6. "Contract" means this Cooperative Joint Venture Contract For Shenzhen
China Merchants Big Sky Network Ltd. 7. "Effective Date" shall mean the date on which the approval document of
this Contract is issued by the Approval Authority. 8. "Party" shall mean each of Party A (China Merchants Shekou Industrial
Zone Ltd.) and Party B (Big Sky Network Canada Ltd.) which
are sometimes collectively referred to as the "Parties". 9. "RMB" shall mean the currency of the People's Republic of China. 10. "Foreign Currency" means the currencies of foreign countries (including
paper money) and foreign payment notes (including notes and bank
deposit, etc.). 11. "Senior Officers" shall mean the General Manager, the Deputy General
Manager, the Chief Engineer and the Chief Accountant.


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CHAPTER 2
PARTIES TO THE COOPERATIVE JOINT VENTURE


ARTICLE 3


The Parties to this Contract are: Party A: China Merchants Shekou Industrial Zone, Ltd. ("hereinafter referred as Party A). Registration Place: Beijing, The People's Republic of China Address: Time Plaza, 1 Prince Road, Shekou, Nanshan District, Shenzhen, the People's Republic of China Legal Representative: Zhang Dachun Position: Chairman Nationality: China Telephone: 86-755-6818928 Fax: 86-755-6691325


Party B: Big Sky Network Canada Ltd. (hereinafter referred as Party B). Registration Place: British Virgin Islands Address: 624 Wilderness Dr. SE, Calgary, Alberta, Canada Legal representative: Matthew Heysel Position: Chairman Nationality: Canada Telephone: 1-403-650-0389 Fax: 1-403-225-2198


CHAPTER 3
ESTABLISHMENT OF THE COOPERATIVE


(A) JOINT VENTURE COMPANY


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ARTICLE 4


The name of the cooperative joint venture company by both Parties is:(hereinafter the Company). The name of the Company in English is: Shenzhen China Merchants Big Sky Network Ltd. Registration Place: Shenzhen, Guangdong Province, the People's Republic of China. Address: Times Plaza, 1 Prince Road, Shekou, Nanshan District, Shenzhen, Guangdong, the People's Republic of China.


ARTICLE 5 The Company is a cooperative joint venture that is registered in Shenzhen, approved by the approval authorities of the Government of Shenzhen. As a legal entity, the Company shall follow 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 pertinent rules and regulations of the People's Republic of China.


ARTICLE 6 The Company is a limited liability company. The condition and terms provided by both Parties of the Company belongs to the assets of the Company. The Company shall be responsible for its own liability with its own all assets. Both Parties of the Company have agreed in the Contract on the following: the terms and conditions of the cooperation and investment, profit distribution, risk and loss taken, manner of the business management and operation, and asset distribution on termination of the Contract.


CHAPTER 4
OBJECTIVE AND SCOPE OF BUSINESS


ARTICLE 7 The objective of the Company is to develop business related to data transmission, and to develop a world-class software and hardware platform to provide Internet-related business via the cable TV network in the Shekou area. This will be accomplished by economic cooperation and technical exchanges as well as through adopting advanced technology, scientific management skills, so as to achieve favorable economic results and ensure a satisfactory rate of return for the Parties.


ARTICLE 8 The business scope of the Company shall include: value-added business on the Shekou cable TV network, the development of the digital information


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transmission platform, the development of digital network technology, and related software, technical consulting and training services.


(B) CHAPTER 5


TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL


ARTICLE 9
1. The total amount of investment of the Company shall be US$3,000,000.
The registered capital shall be US$3,000,000 (including cash and
equipment).
2. In consent of the Parties and a unanimous agreement by the Board of
Directors, the total investment may be increased for the Company's new
business development. The Party B shall be assisting fund raising for
the new business development. It needs to be approved by the Approval
authority of the government.


ARTICLE 10 The terms and conditions provided by both Parties are as follows: By Party A: The exclusive operation right of current cable television frequency resources (a bandwidth of 5-56MHz upstream and a bandwidth of 600-860MHz downstream) over the entire duration of the Company in Shekou Industrial Zone. By Party B: Financial funds including cash and equipment required by the project to a maximum of US$3,000,000. ARTICLE 11
1. The contribution stipulated in the Contract shall be made in accordance
with the following manner:
(1) Party A shall obtain all regulatory approvals that the Company
may require in order to conduct its business within fifteen (15)
days after the issue date of the Business License and Party B
shall be satisfied of these approvals by way of a legal opinion
from Chinese counsel selected by Party B. If all relevant
approvals are not obtained by Party A within fifteen (15) days
after the issue of the Business License due to the government
policy and delay, Party A shall not be considered to be in breach
of the Contract. Should approvals not be obtained by Party A both
Parties shall mutually agree on an appropriate time extension to
obtain the relevant approvals.


(2) The initial capital contribution of US$500,000 shall be made by


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Party B within fifteen (15) days after the issue date of the
Business License and approval of relevant approval authorities.
(3) All the remaining registered capital US$2,500,000 (including cash
and equipment) shall be made based on the Company's operation
plan and investment plan within six (6) months after the
approvals of relevant approval authorities and the issue date of
the Business License.
(4) Party A shall provide the Company with the applicable operation
right of the broadband two-way data transmission network (Shekou
Cable Television frequencies: bandwidth 5-56MHz upstream and
bandwidth 600-860MHz downstream) stipulated in ARTICLE 10 of this
Contract within fifteen (15) days from the issue date of the
Business License.
2. During the cooperation, both Parties are not allowed to withdraw any
registered funds or the terms and conditions of cooperation that have
been mutually agreed on.


ARTICLE 12
1. In case any Party to the Company intends to assign all or part of his
interest subscribed to a Third Party, consent shall be obtained from
the other Party (the Non-Transferring Party) to the Company, and
approval from the examination and approval authority is required. The
application for the said transfer shall be submitted to State
Administration for Industry and Commerce for the change of registration
within one (1) month after the approval from relevant approval
authority.
2. When one Party (the Transferring Party) to the Company assigns all or
part of his interest, the Non-Transferring Party has preemptive right.
The Transferring Party's Interest shall be sold to such
Non-Transferring Party on the same terms and conditions as the Third
Party Offer. Otherwise, the exercise of this transfer shall be
considered invalid.
3. Both Parties hereby irrevocably consent to the assignment by the
Transferring Party of all or any part of its rights, obligations and
interests in the Contract, the Articles and the Company to a
wholly-owned subsidiary. The above-mentioned preemptive right shall not
apply to such assignment. Upon completion of such assignment, the
Transferring Party shall be released from its corresponding obligations
under the Contract and these Articles and such obligations shall be
borne by such wholly-owned subsidiary. The Transferring Party shall
formally notify the other Party in writing concerning the assignment
and hand over the copy of the transferring agreement so as to guarantee
no harm to the other Party's interest and the normal business operation
of the Company.


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CHAPTER 6
PRESPONSIBILITIES OF EACH PARTY TO THE COOPERATION JOINT VENTURE


ARTICLE 13 Both Parties shall be respectively responsible for the following matters: By Party A:


1. Promoting and supporting the Company to promote popularization of
information society in Shekou area.
2. Assisting the preparation team of both Parties to handle applications
for approval, registration, business license and other matters
concerning the establishment of the Company from relevant approval
authorities in China.
3. Processing for applying the right to the use of a site as an office
space of the Company.
4. Assisting the Company in purchasing or leasing necessary equipment,
materials, articles for office use, means of transportation and
communication facilities, etc.
5. Assisting the Company in contacting and settling the fundamental
facilities for business operation such as water, electricity,
transportation, etc.
6. Assisting the Company in recruiting Chinese management and technical
personnel, workers and other personnel needed.
7. Assisting expatriate personnel in applying for Temporary Residential
Card, entrance visa and work permit and their traveling matters.
8. Providing the terms and conditions in accordance with the stipulations
in ARTICLE 10.
9. Providing convenience for Party B in controlling the implementation of
investment.
10. Providing Party B with a certificate of integrity of Party A's property
right of the said network stipulated in ARTICLE 10 to guarantee the
implementation of the Contract and its appendices within fifteen (15)
days after signing this Contract.
11. Responsible for handling other matters entrusted by the Company. By Party B:
1. Promotin ...