EXHIBIT 10.5

                       Wuhan Public Golden School Network


         Co-operation Agreement for Transmission of Education Materials

Between:

Party A: Wuhan Cable TV

Party B: Shenzhen Rayes Electronic Network System Co., Ltd. (Wuhan Branch)


In order to promote the development of a modern educational network in Wuhan,
Wuhan Cable TV (Party A) and Shenzhen Rayes Electronic Network System Co., Ltd.
(Wuhan Branch) (Party B) have conducted negotiations to reach the following
cooperation agreement for high-speed digital broadcast development of distant
education:

1.   Party A will provide one complete TV band (within the Party A network) for
     transmission of information on distance education. It guarantees to use the
     most modern software and hardware facilities of the broadcast system for
     the transmission network and maintenance for regular broadcasting.


2.   Party A will guarantee to use its own media for free advertisements and
promotion of the business. Other advertising costs are to be equally shared by
both par ties.


3.   Party B is responsible for production and organization of education
resources, the software required to interface with the broadcasting system, and
development application software for customers. It is also responsible for
maintenance and enhancement. To assist Party A in market promotion, customer
installation and servicing, it will guarantee the stability of the data storage
and the computer system. Party B is also responsible for enlisting the support
of the Wuhan Education Commission in this project (including the organisation
and marketing of educational material).


4.   The production and organizational quality of the educational materials
will be in accordance with national and local news discipline rules, educational
plans and other requirements, and will be assessed and guided by the Wuhan
Education Commission. Both Party A and Party B enjoy right to use the materials,
and the authority to reject it.


5. Profit Sharing


a. Sharing principles

Priority shall be given to the continual development of the services to
disseminate the teaching materials, and to retain the keen participation from
teachers. The main principle is to first pay the teachers for their
contributions and other relevant expenses. Currently, the standard fees for




contribution of an article is RMB20 per 1,000 characters (any changes to this
will be discussed and settled separately). Relevant expenses are to be agreed on
by both parties according to facts and support.


b. Sharing ratio
Party A and Party B will share the total income according to a 50: 50 ratio.
When the number of customers reaches more than 20,000, the sharing ratio will be
altered to 60: 40 in favor of Party A.

Total income is calculated as:
Fees from schools and individual students
Minus

Expenses for teachers as agreed on by Party A and Party B
Minus
Other shared expenses

Total shared expenses includes: (i) allowances for teachers for educational
materials both inside and out of classes; (ii) All expenses incurred by Parties
A & B related to teachers and teaching materials; (iii) All non-Party A media
advertising and promotional expenses.

c. Party A and Party B will determine the number of users every 3 months.

6. Liability for breach of contract
If Parties A or Party B fail to fulfill their obligations under this agreement,
or seriously breach the provisions of this agreement, and where such failure or
breach is unavoidable and results in inability to execute the provisions and
aims of this agreement, such failure or breach shall be viewed as a breach of
contract. Either party shall have the right to seek damages from the party in
breach, and either party has the right to terminate this agreement in accordance
with the provisions of this agreement. The Party in breach must compensate the
other Party for economic loss.


7. Amendments to, and revisions of, this Agreement


a.   If the terms of this Agreement cannot be carried out as a result of the
     changes in the related laws, regulations or policies, one Party concerned
     must notify the other Party immediately and present the above mentioned
     related documents.

b.   The parties, under above mentioned circumstances, shall make amendments to
     and revisions of this Agreement through negotiations to protect both
     parties against losses incurred. If a Party to this Agreement does not
     agree to make such amendments and revisions, the other Party shall be
     entitled to terminate this Agreement by providing a 30 days' prior written
     notice to the former Party.

c.   Any amendments and revisions shall only become effective upon signature by
     the representative of both Party A and B.


8. Force Majeure
If either Party suffers from earthquake, typhoon, flood, war or other cause of
Force Majeure, it shall not be held responsible for failure or delay to perform
this Agreement. However, the Party shall advise the other Party immediately of
such occurrence by cable or telex, and within 30 days thereafter, shall furnish
the latter with a certificate issued by the notarized organizations of the place

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where the accident occurs as evidence thereof. Under such circumstances, the
Agreement, after consultation between the parties, may be terminated or released
parties from, or postponed.


9.   Settlement of disputes

a.   All questions relating to the validity, construction, performance,
     amendment or termination of the Agreement shall be governed by the laws and
     regulations of China, as well as the regulations promulgated by broadcast
     and TV administrative authorities.

b.   Any disputes or difference of opinions arising out of the performance of
     this Agreement shall be first settled by amicable negotiation between both
     parties.

c.   In case no settlement can be reached through negotiation within 30 days,
     the case shall then be submitted to Wuhan Arbitration Commission for
     arbitration. The arbitration award is final and binding on both parties.

d.   The performance of the part of this Agreement not subject to arbitration
     proceedings shall continue during arbitration proceedings.

e.   The termination of this Agreement has no effect on both parties' right to
     submit disputes arising from this Agreement for arbitration.

f.   All the arbitration fees shall borne by the losing Party as stipulated in
     the arbitration a ward.

10.  Miscellaneous

a.   Detailed operational procedures shall be decided on through negotiations by
     both parties.

b.   This Agreement and any right or obligations hereunder are not transferable
     or assignable by one Party to this Agreement without the prior written
     consent of the other party hereto.

c.   If one Party to the Agreement neglects or delays to demand the overall
     performance of this Agreement by the other Party hereto, it does not
     indicate that the former has renounced this right or claim for all losses
     arising therefrom.

d.   This Agreement including Annexes supersedes all previous verbal or written
     agreements which shall not be considered binding on both parties unless a
     written consent of the two parties exists.

e.   Each clause shall be deemed to be an integral part of this Agreement.

f.   Other matters not covered herein shall be settled by both parties through
     friendly negotiations.

g.   The Chinese version of this Agreement shall be the only authentic one and
     only become effective upon signature and seal by the two parties.

h.   This Agreementshall expire after a period of 3 years from the Effective
     Date.

i.   This Agreement is made in quadruplicate and each Party keeps two copies of
     the Agreement.



Wuhan Cable TV
Representative Signature: [SIGNATURE SYMBOL]
Date: 10 March 2000


Shenzhen Rayes Electronic Network System Co., Ltd. (Wuhan Branch)
Representative Signature: [SIGNATURE SYMBOL]
Date: 10 March 2000

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