Joint Venture Agreement

THIS AGREEMENT made this 10th day of July, 2001 BETWEEN (Ekodia), a body corporate, duly registered in the Province of Guangdong, China and having its head office at Room 808, Dong Shan Plaza, No. 69 Xianlie Zhong Road, Guangzhou, 510095, China.


(Hereinafter called "Ekodin") AND GLOBAL PACIFIC TELECOM, INC., a body corporate duly incorporated I the Province of British Columbia, Canada and having its head offices at Suite 520, 601 West Broadway, Vancouver, BC, Canada. (Hereinafter called "Global")


WHEREAS the parties Ekodin and "Global" warrant and represent that: 1. Ekodin is the organizer and host of Cybercamp 2001 in China, a facility to host summer camp teach English and computer courses to local Chinese students in 2-week curricula.


2. Global Pacific Telecom, Inc., a body corporate having its head offices in Vancouver, Canada, agrees to joint venture with Ekodin for the purposes of implementing the Cybercamp 2001 project in China.


THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants and agreements contained in this Agreement, the parties covenant and agree with each other as follows:


SECTION 1 - GENERALITIES 1.1 Both Ekodin and Global agree to host the summer campt (hereinafter referred to as "cybercamps") to be established in China, for the year 2001


1.2 Ekodin shall advance all expenses necessary for the estalishment and operation of the cybercamps project, which shall come into being in the year 2001 in china.


1.3 Ekodin has an option to hold the cybercamps established in the year 2001 under the auspices of Global's Training Center license to operate the cybercamps.


1.4 Ekodin shall hold a special resolution to consent to pay to Global 10% of all gross profit (less applicable tax) derived from the operation of all cybercamps established in the year 2001. 1.5 Ekodin reserves the right to vend in future Cybercamps and/or Training Centers throughout China into the joint venture. Terms and conditions to be negotiated at that point in time.


1.6 Ekodin to be appointed as a director of Global in the event that Ekodin commits in writing and by special resolution to vend into the joint venture future Cybercamps and/or Training Centers throughout China.


1.7 Global shall hold a special resolution to effect the transfer of 2 million shares (free- trading shares upon Global being "effective" as public company by SEC) to Ekodin with immediate effect on signing of contract. However, should Ekodin not advanced to the stage of revenue- generating within 3 months of execution of the Memorandum of Understanding signed on June 30, 2001, upon Global's option and demand, Ekodin shall return the said 2 million shares to Global.


1.8 Global shall hold an ordinary resolution to transfer the amount of C$5,000 to Ekodin upon signing of this greement as a show of good faith for the recognition of the sharing of the revenue to be derived from the Cybercamps 2001 project joint ventured between the Ekodin and Global.


1.9 In regards to any press releases by Global on the subject matter or on related issues with Ekodin, prior written approval shall be obtained from Ekodin.


SECTION 2 - REPRESENTATIONS AND WARRANTIES


In order to induce the parties to enter into and consummate this Agreement, both parties represent, warrant to and covenant with each other as follows:


2.1 Ekodin is a company duly incorporated and organized under the laws of the Province of Guangdong, People's Republic of China, is not a reporting company and is a valid and subsisting company in good standing with the Office of the Registrar of Companies of the Province of Guangdong, China.


2.2 Ekodin can legally carry on business in all the provinces of the People's Republic of China and does not carry on busines sin any other country.


2.3 Ekodin currently holds the sole right or sole franchising rights from Cybercamp USA to utilize the name Cybercamp in China for the purposes of providing short summer camp courses to students.


2.4 Ekodin holds sufficient right and authority to enter into this Agreement on the ter ...