The Talk Visual Corporation - EnterTech Media Group
                                  Joint Venture

This agreement is entered into today the 1st of April 2000, by and between:

Talk Visual  Corporation of, 3550 Biscayne Blvd,  Miami Fl. 33137,  (referred to
hereinafter as "TVCP"),

and ;

EnterTech Media Group of 50 West Liberty Street,  suite 880, Reno,  Nevada 89501
(hereinafter referred to as "EnterTech").

TVCP and EnterTech may hereinafter be individually  referred to as a "Party" and
jointly referred to as the "Parties".

Recitals:

Whereby TVCP is in the business of videocalling and  videoconferencing,  and the
supplying to the US and Canadian market of a certain  Video-telephone  named the
TV 225,

And,

Whereas  EnterTech are in the business of the supply and distribution of Videos,
Films, Movies and related entertainment product.

and

Whereas both TVCP and  EnterTech are eager to enter into an agreement to jointly
provide  entertainment  related  content to customers and subscribers of the new
Video-telephone product and service,

Now Therefore,

It is agreed that the Parties enter into this  agreement to jointly  develop the
business of delivering  feature films,  video based  entertainment and any other
income  producing  visual  content  (the  "Content")  to users  of the  recently
announced TVCP  Video-telephone  TV 225 units and its successors now starting to
be marketed by TVCP as part of a service package (the "Service").

The  following   shall  set  forth  the  agreed  basic  terms,   conditions  and
understanding of TVCP and EnterTech  (hereinafter  individually referred to as a
"Party" and jointly referred to as the "Parties") for this project.

                                       1


         1.  Exclusive Provider of all Video Based Third party Content:
         --------------------------------------------------------------
         1. a) EnterTech  shall be the exclusive North American (USA and Canada)
         provider to TVCP of feature films,  video based  entertainment  and any
         other income producing  visual content (the "Content").  It is intended
         to make the Content  available to  subscribers to the Service on a dial
         up basis thereby giving TVCP's TV225 / Video-telephone  users immediate
         access to a library of feature  films,  short  films and other  related
         entertainment.

         1. b) It is  further  agreed  that  EnterTech  shall be given the first
         right of refusal to become the TVCP  Content  provider  for every other
         country worldwide. TVCP shall give to EnterTech a notice of first right
         of  refusal  on a  country  by  country  basis as and  when it  becomes
         applicable and EnterTech  shall give their  response  within 30 days of
         receiving such notice. EnterTech's rights pursuant to this clause shall
         be  granted  for the full  term of this  Agreement  and any  applicable
         extension period.

         2.  Term of this agreement (the "Agreement"):
         ---------------------------------------------
         In  recognition  of the  significant  amount  of  preparatory  work and
         commensurate  commitment by both parties to this Agreement it is hereby
         agreed that the minimum  duration of this agreement shall be five years
         from the date of  execution.  Unless  terminated  by  either  party the
         Agreement shall  automatically renew for further periods of five years.
         The agreement  shall only be  determinable  on written  notice given in
         writing by either  Party to the other  Party at their  then  registered
         address no less than twelve months prior to the next renewal date.

         3.  Licensing
         -------------
         3. a)  EnterTech  warrants  that has the right to operate and offer the
         services  and  content in all states in the USA and  Canada,  and shall
         maintain at all times valid and in effect such licensing as required by
         the relevant authorities.

         3 b). In the  event  EnterTech  is  granted  rights to other  countries
         pursuant to paragraph 1. b) it undertakes  to apply for all  applicable
         licenses  as  required,  and shall  maintain  at all times valid and in
         effect such licensing as properly required by the relevant authorities.

                                       2


         4.  Availability of Content
         ---------------------------
         EnterTech  shall ensure that it shall offer a wide selection of content
         materials,  including but not limited to latest releases  movies,  news
         programs,  current  affairs  programs,  documentaries,   comedy  films,
         dramas, action films, adult films and children's programming.

         4 (a)  Minimum availability of Content
         --------------------------------------
         Notwithstanding  the undertaking of EnterTech to offer a wide selection
         of  content  as  referenced  in  Section  4  above,  EnterTech  further
         undertakes to make available at the time of the launch of the provision
         of Content no less than;

         100 hours         of Movies
         100 hours         of News Programs and Current Affair programs
         100 hours         of Children's Programs
         50 hours          of Documentaries

         Details to be Finalized.

         5.  Pricing of Content
         ----------------------
         Both parties shall mutually agree the pricing of the content  provision
         to the consumer.  EnterTech  warrants that it has the  wherewithal  and
         abilities to, and will,  acquire and offer Content at prices that shall
         allow it to offer the Content to the TVCP customers and subscribers and
         consumers at a reasonable cost.

         6.  Revenues:
         -------------
         The Parties hereby agree to mutually  develop the principal aims of the
         Joint  Venture  on a best  efforts  basis and to share  equally  in all
         revenues  directly  generated by the Content.  which shall be deemed to
         include all  ancillary  revenues and  advertising  income.  The Parties
         agree herein to institute an  appropriate  accounting  system to ensure
         that  all  revenues  generated  from the  Content  are  accurately  and
         promptly  recorded  in such a way as to make the  division  of revenues
         simple and expedient.

                                       3


         7.  Mutual Consideration:
         -------------------------
         As an initial  consideration  for entering into this  Agreement and for
         accepting  the mutual  covenants and  undertakings  therein and to help
         ensure  the  maximum  mutual  benefit  the  Parties  have  agreed to an
         exchange of common, restricted shares in the amount of 3,000,000 (three
         million)  TVCP  shares in exchange  for  3,666,000  (three  million six
         hundred  and  sixty six  thousand)  shares  of  EnterTech.  Each of the
         Parties  therefore hereby undertakes to issue to the other Party a duly
         restricted  stock  certificate  within  seven  working  days  from  the
         execution of this agreement.

         8.  Validity of terms:
         ----------------------
         If any part of this Agreement is declared invalid for any reason,  this
         ruling shall not affect the validity of the rest of the Agreement.  The
         other parts of the Agreement shall remain in effect as if the Agreement
         had been executed  without the invalid part. The Parties hereby declare
         that they intend and desire that the  remaining  parts of the Agreement
         to  continue to be  effective  without any part or parts that have been
         declared invalid.

         9.  Binding agreement:
         ----------------------
         This  Agreement  and each of its  provisions  shall be  binding  on the
         heirs, executors,  administrators,  successors,  and assigns of each of
         the parties  hereto.  The effective  date of the  agreement  shall be 1
         March 2000.

         10.  Full Agreement of the Parties:
         -----------------------------------
         The foregoing  Agreement contains the basic terms and conditions of the
         Parties'   agreement   and   supercedes   all   previous   discussions,
         representations and agreements. Any and all Modifications or Amendments
         to this Agreement must be in writing and signed by both Parties.

         11.  Assignment
         ---------------
         Both  parties  shall have the rights to assign  their  obligations  and
         rights to a third party, subject to giving the other party a minimum of
         30 days notice.  The notified  party shall have the rights to object to
         the  assignment if it so deems the proposed  transaction is detrimental
         to the ongoing business  activities  contemplated herein and would have
         negative effects on its own interests.  Otherwise, permission to assign
         shall not be unreasonably withheld.

                                       4


         12.  Joint Preparation of the Agreement:
         ----------------------------------------
         Both Parties acknowledge and agree that they have obtained,  or had the
         opportunity  to obtain,  the advice and counsel of their own respective
         attorneys  and  advisors  with  respect  to  the  language,  terms  and
         conditions of this Agreement, and that the Parties are deemed the joint
         drafters  of  this  Agreement  for all  purposes  of  construction  and
         interpretation.

         13.  Notices
         ------------
         All notices shall be sent by registered mail to the following addresses
         of the  parties.  In the event  there is a change of  address of either
         party,  the said party  shall  notify  the other  within 7 days of such
         change.

         Talk Visual  Corporation : 3550  Biscayne  Blvd,  Miami,  Florida 33137
         Entertech Media Group : 50 West Liberty Street, suite 880, Reno, Nevada
         89501

         14.  Jurisdiction:
         ------------------
         The validity of this  Agreement and of any of its terms or  provisions,
         as well as the rights and duties of the parties  under this  Agreement,
         shall be construed  pursuant to and in accordance  with the laws of the
         State of Nevada.  Parties agree that the interpretation of the validity
         of this  Agreement,  as well as the rights  and  duties of the  parties
         under this  Agreement,  shall be subject to the  jurisdiction  of Reno,
         Nevada.

         15.  Arbitration
         ----------------
         Both  parties  agree that in the event of a dispute  arising  under the
         terms of this  agreement  they will submit their claims to the American
         Association of  Arbitration.,  and agree to be bound by the decision of
         the arbitrator.

                                       5


         The  parties  enter  into this  agreement  on this day,  the 1st Day of
         April, 2000 in Los Angeles County, Los Angeles California.

         EnterTech Media Group, Inc.                    Talk Visual Corporation.





         By: /s/ John Daly                      By:  /s/  Michael Zwebner
         ---------------------                  -------------------------
                 John Daly                                Michael Zwebner
                 It's Chairman                            It's Chairman