Joint Venture Agreement

AGREEMENT


To Establish and Operate


Coin Communications Ltd., a Co-operative Joint Venture


This AGREEMENT, signed this 10th day of April, A.D. 2000,


BETWEEN: ZHONG-NAN TIEN COMPANY, a privately owned company in China
(hereinafter called ZNT),


OF THE FIRST PART AND
CHINA COHY COMMUNICATIONS CORPORATION, a USA corporation
incorporated in Delaware (hereinafter called CCCC),


OF THE SECOND PART AND
CHINA ENTERPRISE INVESTMENT COMPANY, a privately-owned company
in China (hereinafter called CEIC),


OF THE THIRD PART


WHEREAS the parties hereto desire to establish a co-operative joint venture in China, to be named COHY COMMUNICATIONS LTD. (hereinafter called CCL);


NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto mutually covenant and agree together as follows:


1. The parties hereto covenant and agree to cause to be incorporated a cooperative China (10%) - USA (90%) joint venture with authorized capital of $2,500,000 under the laws of China, with its operations in China, with articles of incorporation and bylaws to be agreed upon, named CCL. Its life shall be 25 years.


2. The parties hereto covenant and agree that the primary purpose for establishing the joint venture is to assume the Railway TV System's development, production and sale project from CEIC who has funded its concept development stage.


3. The parties hereto covenant and agree that the business of CCL will be to: develop manufacture and market wireless controlled closed-circuit TV communications systems and equipment for Chinese railway trains and stations, and, fibre optic exchange equipment for telecom installations in China together with related business activities, some of which are yet to be identified.


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4. The parties hereto covenant and agree to establish a strategic alliance with Cohy Enterprise Investment Co. Ltd. (CEIC) for the purposes of providing CCL with the documentation, test results, contracts, facilities and personnel required to manage and operate its business in an effective and profitable manner. ...