CINEMA INTERNET NETWORKS INC
20FR12G/A, EX-3.10, 2000-12-04
TELEPHONE & TELEGRAPH APPARATUS
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                                                                    EXHIBIT 3.10

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 Sprint Canada Logo
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                                                    Sprint Canada Inc.
                                                    Crestwood Corporate Center
                                                    300 - 13777 Commerce Parkway
                                                    Richmond, B.C. V6V 2X3
                                                    Tel: (604) 273-3610
                                                    Fax: (604) 214-2172


February 1, 2000

Mr. Bill Massey
Cinema Internet Networks Inc.
3150 Celtic Ave., Building #2
Vancouver, BC V6N 3X7

Dear Bill,

This is to confirm our discussions regarding the intention of Sprint Canada Inc.
(SCI) to enter into a commercial agreement with Cinema Internet Networks Inc.
(d.b.a. CinemaWorks).

It is our understanding that CinemaWorks has a non-exclusive agreement with
Darwin Networks of Louisville, Kentucky to act as Darwin's agent in Canada.
Darwin's main business is to provision highspeed Internet access to hotels and
Multiple Dwelling Units (MDU's) in return for a revenue stream from the property
over the course of an exclusive, long-term agreement.

SCI intends to enter into an agreement with CinemaWorks, subject to successful
contract negotiations, in which SCI will be the exclusive supplier of the
communications lines that connect CinemaWorks hotels and MDU's to the Internet.
SCI will pay CinemaWorks a fee of [*]

Under this agreement, CinemaWorks may represent itself as being associate with
SCI under the Solutions Alliance Program as an Alliance Partner.

Also, SCI understands that CinemaWorks intends to secure long-term agreements to
access the roofs of hotels and MDU's for the purpose of installing wireless
antenna equipment. SCI is interested in working with CinemaWorks to supply and
finance wireless communications solutions to businesses that are located in
range of their antenna sites. In addition, Sprint Canada will entertain on a
case by case basis joint advertising and co-marketing initiatives with
CinemaWorks.

SCI looks forward to a mutually successful relationship with CinemaWorks.

Yours truly,


 /s/ James S. Porter
--------------------------------
James S. Porter
Strategic Alliance Manager


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* Information omitted pursuant to a request for confidential treatment.


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