MYWEB INC COM
10KSB/A, EX-10.36, 2000-07-17
PREPACKAGED SOFTWARE
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                                                                   Exhibit 10.36
Co-operation Agreement

Signature Date: Oct. 99
Signature Place: Beijing


Party A:      MyWeb Network Systems (Beijing) Co., Ltd.
Address:      Unit 905, South Office  Tower, Beijing New  World Center, No. 3-A,
              Chongwenmenwai Da Jie, Beijing,
Tel:          010-67082361
Fax:          010-67082398

Party B:      Beijing Yinjian Industry Co., Ltd
Address:      No 6, Tanzhuang, Beijing Fengtai District.
Tel:          010-63743015
Fax:          010-63741666-3206


As an  international  enterprise,  which is a public listed  company in the USA,
Party A aspires to become the largest  television  internet platform and website
in China. Party A has cooperation with the main domestic Set-top box cooperation
manufacturer,  and ISP, ICP to introduce television internet technology based on
MyWeb, and jointly provide MyWeb internet portal services, and is now having the
leading  status in the  Chinese  television  internet  market.  We would like to
establish  various kinds of  cooperation  with the local company on the basis of
mutual-benefit, to jointly develop the Chinese Internet business.

Party B as:
Party A and Party B to overcome their  respective  shortcomings by utilizing the
strengths/advantages  of the other  party,  and by the  principal  of  promoting
development  of both  parties,  look  upon the  long  term  cooperation,  and by
friendly consultation,  both sign the following agreement on forging a strategic
partnership.

1.   Co-operation Agreement

i.   In order to exploit  the  Internet  business  together  and to develop  the
     e-business market, both parties agree to establish  strategic  partnership,
     utilize their own  strengths/advantages  and cooperate  closely in order to
     exploit the e-business market.
ii.  Party A will set up webpage at it's website  (www.myweb.com.cn) for Party B
     [***],  to carry out the businesses  such as car rental,  car sale, etc. on
     the webpage.  Party A will be responsible for  establishing and maintaining
     the webpages whereas all the files,  business information and business flow
     will be provided by Party B.
iii. Party A and Party B will cooperate closely in e-business. Party B will join
     Party A's e-business  system as Party A's e-business web shopping  delivery
     organization,  whereby Party B is  responsible  for delivering the cargo to
     the Party A's web shopping customers.  At the same time, Party A should try
     their best to help Party B's work.

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iv.  Both  parties   will  promote  for  each  other  by  utilizing   their  own
     strengths/advantages.  Party A will promote  Party B's company and business
     on Party A's website and syndicated media.

2.   Cooperation Term

This agreement  shall be effective  from Oct. 1999 for a tentative  period of 12
months.  After the expiraton of this  agreement,  both parties will have further
negotiations  to extend the  cooperation  period in the light of the cooperation
circumstances.


3.   Other

i.   Both parties will reach closer co-operation through further negotiations.
ii.  Both parties agree to keep the content of this agreement confidential which
     should not be disclosed to any third party.
iii. Both  parties  shall  resolve  issues not  specifically  mentioned  in this
     agreement  at  separate  negotiations.
iv.  Two  copies of the  agreement  were  prepared for  both parties. Each party
     maintains a  copy of the same agreement of which both are equally legal and
     valid.


Party A Stamp :                                     Party B Stamp :

Signed with Company Stamp                           Signed with Company Stamp




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