<PAGE>

                                                                     Exhibit 4.5

                               Dated 1 April 2002
                           ---------------------------


                                NETEASE.COM, INC

                                       and

                               LEE TING BUN DENNY


                           ___________________________

                               EMPLOYMENT CONTRACT
                                       FOR
                             CHIEF FINANCIAL OFFICER

                           ___________________________


<PAGE>

THIS AGREEMENT is made this 1st day of April, 2002

BETWEEN

NetEase.com, Inc which registered office is situate at 15/F, North Tower, Kerry
Centre, Beijing, PRC (hereinafter called "the Employer") of the one part, and
the person whose name and address are set out in the Schedule hereto
(hereinafter called "the Employee") of the other part.

NOW IT IS AGREED as follows:

1.   Interpretation

1.1  In this Agreement:

     (i)     unless the context otherwise requires, words herein denoting one
             gender include all other genders and words denoting the singular
             include the plural and vice versa;

     (ii)    any reference to a statutory provision shall be deemed to include a
             reference to any modification or re-enactment of it;

     (iii)   the clause headings do not form part of the terms and conditions of
             this Agreement and shall not be taken into account in construing or
             interpreting this Agreement;

     (iv)    reference in this Agreement to any clause, sub-clause, schedule,
             exhibit or paragraph without further designation shall be construed
             as references to the clause, sub-clause, schedule, exhibit or
             paragraph of this Agreement so numbered; and

     (v)     any clause that is invalid or unenforceable because of any
             legislation or ruling of any court of competent jurisdiction shall
             not render the whole Agreement void but shall only be:

             (a)  varied to such an extent so as to make it valid and
                  enforceable without affecting other clauses, or

             (b)  if variation is impossible, excluded from this Agreement as if
                  it had not existed at the time of signing of this Agreement
                  while the other clauses remain valid and subsisting.

2.   Job Title and Commencement

2.1  The Employer shall employ the Employee in the capacity and from the date of
     commencement set out in the Schedule upon the terms and conditions
     hereinafter set out.

2.2  The Employee shall perform such duties and responsibilities as are
     normally related to such position in accordance with the standards of the
     industry and any additional duties now or hereafter assigned to the
     Employee by the Employer. The Employee shall abide by

<PAGE>

         the rules, regulations, and practices as adopted or modified from time
         to time in the Employer's sole discretion.

2.3      Except upon the prior written consent of the Employer, the Employee
         will not, during the term of this Agreement, (i) accept any other
         employment, or (ii) engage, directly or indirectly, in any other
         business activity (whether or not pursued for pecuniary advantage) that
         might interfere with the Employee's duties and responsibilities
         hereunder or create a conflict of interest with the Employer.

2.4      The Employee represents and warrants that the Employee's execution of
         this Agreement, the Employee's employment with the Employer, and the
         performance of the Employee's proposed duties under this Agreement
         shall not violate any obligations the Employee may have to any other
         employer, person or entity, including any obligations with respect to
         proprietary or confidential information of any other person or entity.

3.       Place of work

3.1      The normal place of work for the Employee will be the office of the
         Employer as it may change from time to time; provided, however that the
         Employee shall travel and work both in Hong Kong and abroad, as may be
         required for the proper fulfillment of his duties.

4.       Hours of Employment

4.1      The Employee's normal hours of employment shall be the usual office
         hours of the Employer that the Employer shall from time to time set for
         each day.

4.2      The Employer can at any time require the Employee to work such hours
         outside the normal hours of employment as considered by the Employer at
         its sole discretion to be necessary for the efficient discharge of the
         duties of the Employee.

5.       Remuneration

5.1      The Employer shall pay to the Employee such remuneration set out in the
         Schedule. The Employee's base remuneration will be reviewed from time
         to time in accordance with the established procedures of the Employer
         for adjusting salaries for similarly situated employees and may be
         adjusted in the sole discretion of the Employer.

5.2      The Employee may also receive a bonus at such time and in such amount
         that the Employer may at its sole discretion fix. The Employee is only
         entitled to receive such a bonus when the Employee is in the employ of
         the Employer at the time when the Employer pays such bonus and the
         Employee has no right to ask for or demand the Employer to pay any
         bonus on pro-rata basis.

5.3      The Employee shall be entitled to participate in the benefits made
         generally available by the Employer to similarly situated employees, in
         accordance with the benefit plans

                                       2

<PAGE>

         established by the Employer, and as the same may be amended from time
         to time in the Employer's sole discretion.

5.4      The Employer shall reimburse the Employee for reasonable business
         expenses incurred in the performance of the Employee's duties hereunder
         in accordance with the Employer's expense reimbursement guidelines.

6.       Tax Equalization

6.1      The Employer shall provide tax equalization benefit to the Employee.
         Under the tax equalization arrangements, the Employer will be
         responsible for the Employee's PRC individual income tax on the
         Employee's remuneration as set out in section 5 above ("the
         Remuneration") and the Employee will be responsible for hypothetical
         Hong Kong Salary Tax attributable to the Remuneration.

6.2      The hypothetical tax is the amount payable by the Employee to the
         Employer which is equivalent to the amount of Hong Kong Salary Tax
         attributable to the Remuneration payable by the Employee to the Hong
         Kong Tax Authorities had the Employee remained in Hong Kong for the
         Employment.

6.3      The Employer shall be responsible for the appointment of the tax
         representative for performing the Employee's tax equalization
         calculations, filing of the relevant tax returns and payment of PRC
         individual income tax. The Employer shall bear all such related
         professional fees payable to the tax representative.

7.       Holidays

7.1      The Employee is entitled, in addition to the PRC statutory public
         holidays, to take the number of working days set out in the Schedule as
         paid holiday in each holiday year, the holiday year being the period
         set out in the Schedule.

7.2      If the Employee's employment commences or terminates part way through
         the holiday year, his entitlement to holidays during that year will be
         assessed on a pro-rata basis.

7.3      Holidays must be taken at times convenient to the Employer and
         sufficient notice of intention to take holiday must be given to the
         Employee's manager.

7.4      Holiday entitlement unused at the end of a holiday year cannot be
         carried over into the next holiday year.

7.5      Upon termination of employment,

         (i)  the Employer shall be entitled to make deductions from the
              Employee's final pay for any holidays taken in excess of the
              Employee's proportionate annual holiday entitlement; and

                                       3

<PAGE>

        (ii)      the Employee shall be entitled to pro rata payment in lieu of
                  any unused annual holiday entitlement provided; however, that
                  the Employer may, in its absolute discretion, require that the
                  Employee take all accrued but unused annual holiday
                  entitlement prior to the termination of the employment.

7.6      A day's holiday pay for the purpose of this clause shall be calculated
         by dividing 12 months total salary at the monthly rate at the time of
         calculation by 365 days.

8.       Sickness

8.1      In the event of absence on account of sickness or injury the Employee
         (or someone on his behalf) must inform the Employer of the reason for
         the Employee's absence as soon as possible and must do so not later
         than 10:00 a.m. on the date on which absence first occurs.

8.2      The Employee must produce to the Employer a medical certificate stating
         the reason for absence on the first day that the Employee resumes
         working when the sick leave lasts for 3 days or less and within the
         4/th/ calendar day of absence when the absence lasts for more than 3
         days, and thereafter provide a like certificate each week to cover the
         subsequent period of absence.

8.3      The Employee will be paid his statutory sick pay for days of absence on
         account of sickness or injury in accordance with Section 33 of the
         Employment Ordinance of the Laws of Hong Kong. Entitlement to payment
         is subject to notification of absence and production of medical
         certificates in accordance with Clauses 7.1 and 7.2.

9.       Termination of Employment

9.1      The employment of the Employee may be terminated:

         (i)      by the Employee on giving to the Employer not less than such
                  period of notice set out in the Schedule written notice of
                  resignation from employment;

        (ii)      by the Employer on giving to the Employee written notice, or
                  at the discretion of the Employer payment in lieu of such
                  notice, for such period set out in the Schedule;

        (iii)     by the Employer without notice or payment in lieu of notice
                  for the occurrence of any event set out in Section 9 of the
                  Employment Ordinance giving to the Employer a right to
                  terminate the employment without notice.

9.2      Following any termination of employment, the Employee shall cooperate
         with the Employer in the winding up of pending work on behalf of the
         Employer and the orderly transfer of work to other employees. The
         Employee shall also cooperate with the Employer in the defense of any
         action brought by any third party against the Employer that relates to
         the Employee's employment by the Employer.

                                       4

<PAGE>

9.3      Except in situations where the Employee's employment is terminated by
         death, disability or pursuant to Sub-clause 9.1(iii), in the event the
         Employer terminates the employment of the Employee at anytime, the
         Employee will be eligible to receive an amount equal to six months of
         the then-current Base Remuneration of the Employee payable in the form
         of salary continuation. The Employee's eligibility for severance may be
         conditioned on the Employee having first signed a release agreement.
         The Employee shall not be entitled to any severance payments if the
         Employee's employment is terminated by death, disability or pursuant to
         Sub-clause 9.1(iii) or if the Employee's employment is terminated by
         the Employee.

10.      Relocation Allowance

         Upon termination of employment, the Employee is entitled to a cash
         relocation allowance of the amount specified in the Schedule, provided
         that the Employee completed one full year service starting from the
         commencement date of this employment contract, or termination by the
         Employer.

11.      Non-Competition

11.1     For the period of six months following the termination of the
         employment, the Employee shall not, either alone or jointly with
         another or others, whether as principal, agent, consultant, director,
         partner, shareholder, employee or in any other capacity, whether
         directly or indirectly through any other person, firm or company, and
         whether for his own benefit or that of others, save as the beneficial
         owner of shares or other securities of a body corporate whose shares
         are quoted on a recognised stock exchange and which when aggregated
         with shares or securities beneficially owned by his spouse, children,
         step-children, parents and parents' children total no more than five
         percent of any single class of shares or securities in such body
         corporate, be engaged or concerned or interested in or carry on any
         business conducted in Hong Kong and the PRC which competes with any
         business carried on by the Employer or its affiliates at the date of
         such termination and in which the Employee was involved at any time
         during the last two years of the employment or in relation to which the
         Employee acquired any confidential information during the course of the
         employment. For the purposes of this Agreement, a competitive business
         is any business in the filed of information technology relating to
         media placement, on-line advertising, e-commerce or internet marketing.

12.      Inventions and Proprietary Information Agreement

12.1     The Employer agrees to sign and be bound by the terms of the
         Proprietary Information and Inventions Agreement, which is attached
         hereto as Exhibit B ("Proprietary Information Agreement").

13.      Amendments, Interpretation and Waiver

13.1     This Agreement may be amended only a written agreement signed by the
         Employee and a duly authorized representative of the Employer.  This
         Agreement has been reviewed by the

                                       5

<PAGE>

         Employee and the Employer and shall be deemed to be the product of the
         parties. The Employee agrees that he intends the literal words of the
         Agreement and that no parole evidence shall be necessary or appropriate
         to establish the Employee's actual intentions. Failure to exercise any
         right under this Agreement shall not constitute a waiver of such right.

14.      Jurisdiction and Applicable Law

14.1     This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong, and the parties hereto submit to the
         non-exclusive jurisdiction of the Hong Kong court.

15.      Obligations Survive Termination of Employment

15.1     Employee agrees that any and all of Employee's obligations under this
         agreement which are capable of operation after the termination of
         employment, including but not limited to those contained in Clauses 10
         to 12, shall survive the termination of employment and the termination
         of this Agreement.

16.      Counterparts

16.1     This Agreement may be executed in any number of counterparts, each of
         which shall be deemed an original of this Agreement, but all of which
         together shall constitute one and the same instrument.

17.      Authority

17.1     Each party represents and warrants that such party has the right, power
         and authority to enter into and execute this Agreement and to perform
         and discharge all of the obligations hereunder; and that this Agreement
         constitutes the valid and legally binding agreement and obligation of
         such party and is enforceable in accordance with its terms.

18.      Entire Agreement

18.1     This Agreement, along with any other agreements specifically referenced
         herein including the Proprietary Information Agreement, is intended to
         be the final, complete, and exclusive statement of the terms of
         Employee's employment by the Employer and may not be contradicted by
         evidence of any prior or contemporaneous statements or agreements,
         except for agreements specifically referenced herein. To the extent
         that the practices, policies or procedures of the Employer, now or in
         the future, apply to the Employee and are inconsistent with the terms
         of this Agreement, the provisions of this Agreement shall control.
         Except as expressly provided in an amendment executed in accordance
         with Clause 11 above, any subsequent change in Employee's duties,
         position, or compensation will not affect the validity or scope of this
         Agreement.

                                       6

<PAGE>

SIGNED for and on behalf of the Employer by          )
                                                     )
its authorized representative                        ) /s/ Ted Sun
                                                     )
                                                     )




SIGNED by the Employee in the presence of:           ) /s/ Denny Lee
                                                     )
                                                     )

                                       7

<PAGE>

                                SCHEDULE

Name:                     Lee Ting Bun Denny

Address:                  Hong Kong

Job Title:                Chief Financial Officer

Date of Commencement:     1 April 2002

Travel Allowance:         One round trip economy air-ticket to Hong Kong every
                          quarter

Base Remuneration:        US$158,000 per annum payable by equal monthly
                          installments in arrears at the end of each calendar
                          month

Housing Allowance:        Not more than US$2,250 per month

Other Allowances:         Not more than US$19,800 per annum reimbursable by
                          equal monthly installments at the end of each calendar
                          month

Relocation Allowance:     US$1,500

Holiday year:             from 1/st/ January to 31/st/ December

Number of Paid
holidays (in
additional to
statutory public
holidays:                 15 days

Notice Period for
termination by
Employee:                 3 month's prior notice in writing.

Notice Period for
termination by
Employer:                 3 month's prior notice in writing.

                                       8

<PAGE>

                                    EXHIBIT A

                       TERMINATION CERTIFICATE CONCERNING
                         COMPANY PROPRIETARY INFORMATION

     This is to certify that I have returned all property of NetEase.com, Inc.
(the "Company"), including, without limitation, all source code listings, books,
manuals, records, models, drawings, reports, notes, contracts, lists,
blueprints, and other documents and materials, Proprietary Information, and
equipment furnished to or prepared by me in the course of or incident to my
employment with the Company, and that I did not make or distribute any copies of
the foregoing.

     I further certify that I have reviewed the Company's Proprietary
Information Agreement ("Agreement") signed by me and that I have complied with
and will continue to comply with each and all of its terms and conditions,
including without limitation: (i) the reporting of any and all ideas, concepts,
inventions, discoveries, developments, know-how, structures, designs, formulas,
algorithms, methods, products, processes, systems and technologies; any and all
patents, patents pending, copyrights, moral rights, trademarks and any other
intellectual property rights therein; and any and all improvements,
modifications, derivative works from, other rights in and claims related to any
of the foregoing under the laws of any jurisdiction, conceived or developed by
me alone or with others and covered by the Agreement and (ii) the preservation
as confidential all Proprietary Information pertaining to the Company. This
certificate in no manner limits my responsibilities or the Company's rights
under the Agreement.

     On termination of my employment with the Company, I will be employed by
_____________________ [Name of New Employer] [in the ______________ division]
and I will be working in connection with the following projects:

     [generally describe the projects]

________________________________________________________________________________
________________________________________________________________________________

     Date: _____________


                                        ___________________________________
                                        Employee Name

                                        ___________________________________
                                        Employee Signature

<PAGE>

                                    EXHIBIT B

                        PROPRIETARY INFORMATION AGREEMENT

         In consideration of my employment by NetEase.com, Inc., a Cayman Island
incorporated company (the "Company"), I hereby agree to the following
restrictions and obligations placed on my use and development of information,
technology, ideas, inventions and other materials:

1.       Proprietary Information

1.1      Restrictions on Proprietary Information. I agree that, during my
         employment and at all times thereafter, I will hold the Proprietary
         Information of the Company in strict confidence and will neither use
         the information nor disclose it to anyone, except to the extent
         necessary to carry out my responsibilities as an employee of the
         Company or as specifically authorized in writing by a duly authorized
         officer of the Company other than me. I understand that "Proprietary
         Information" means all information pertaining in any manner to the
         business of the Company or its affiliates, consultants, customers,
         business associates or members, unless (i) the information is or
         becomes generally known to the public through lawful means and through
         no fault of mine; (ii) the information was part of my general knowledge
         prior to the initial disclosure of the information by the Company or
         any person under a duty of confidentiality; or (iii) the information is
         disclosed to me without restriction by a third party who rightfully
         possesses the information and is under no duty of confidentiality. This
         definition of "Proprietary Information" includes but is not limited to
         any and all (a) technical or engineering information, know-how,
         computer codes, programs, tools, data, designs, diagrams, plans,
         specifications, trade secrets, inventions, concepts, structures,
         improvements, products, patents pending, prototypes, processes,
         formulas, algorithms, methods, techniques, works in process, systems,
         technologies or applications; (b) financial and other information about
         costs, profits, markets, sales, customers, subscribers, members, and
         bids; (c) plans for business, marketing, future development and new
         product concepts; and (d) employee personnel files and information
         about employee compensation and benefits; in any form and whether or
         not labeled or identified as confidential or proprietary. I agree that
         I will have the burden of proving the applicability of any of the
         foregoing exceptions.

1.2      Location and Reproduction. I agree to maintain at my work station
         and/or any other place under my control only such Proprietary
         Information as I have a current "need to know." I agree to return to
         the appropriate person or location or otherwise properly dispose of
         Proprietary Information once that need to know no longer exists. I also
         agree not to make copies or otherwise reproduce Proprietary Information
         unless there is a legitimate business need for reproduction.

1.3      Prior Actions and Knowledge. Except as disclosed on Exhibit B-1 to this
         Agreement, I have no knowledge about the Company's business or
         Proprietary Information, other than information I have learned from the
         Company in the course of being hired and employed.

1.4      Third Party Information. I recognize that the Company has received and
         will receive confidential or proprietary information from third
         parties. I will hold all such information in the strictest confidence
         and will not use the information or disclose it to anyone (except

                                                                           (B)-1

<PAGE>

         as necessary in carrying out my work for the Company consistent with
         the Company's agreement with such third party).

1.5      Interference with Business. I acknowledge that because of my position
         in the Company, I will have access to the Company's confidential
         information and trade secrets. I agree that during my employment with
         the Company and for a period of one (1) year after termination of my
         employment with the Company, I shall not directly or indirectly (i)
         divert or attempt to divert from the Company (or any affiliate) any
         business of any kind, including without limitation the solicitation of
         or interference with any of its customers, clients, members, business
         partners or suppliers or (ii) solicit, induce, recruit or encourage any
         person employed by the Company to terminate his or her employment.

2.       Inventions

2.1      Assignment of Inventions. I agree to assign and transfer to the
         Company, without further consideration, my entire right, title and
         interest (throughout Hong Kong, the United States and in all other
         countries or jurisdictions), free and clear of all liens and
         encumbrances, in and to all Inventions. Such assignment and transfer to
         the Company shall be continuous during my employment as of the relevant
         time of development of each such Invention. The Company may, in its
         sole discretion, agree to provide consideration for certain Inventions
         through a written agreement between the Company and the undersigned
         which specifically provides for such consideration; in all other cases,
         no consideration shall be paid. The Inventions shall be the sole
         property of the Company, whether or not copyrightable or patentable or
         in a commercial stage of development. In addition, I agree to maintain
         adequate and current written records on the development of all
         Inventions, which shall also remain the sole property of the Company.

2.2      Inventions. "Inventions" collectively means any and all ideas,
         concepts, inventions, discoveries, developments, know-how, structures,
         designs, formulas, algorithms, methods, products, processes, systems
         and technologies in any stage of development that are conceived,
         developed or reduced to practice by me alone or with others; any and
         all patents, patents pending, copyrights, moral rights, trademarks and
         any other intellectual property rights therein; and any and all
         improvements, modifications, derivative works from, other rights in and
         claims related to any of the foregoing under the laws of any
         jurisdiction; except Inventions excluded in Exhibit B-1.

2.3      Moral Rights. To the extent allowed by law, this assignment of
         inventions includes all rights of paternity, integrity, disclosure and
         withdrawal and any other rights that may be known as or referred to as
         "moral rights," "artist's rights," "droit moral," or the like
         (collectively "Moral Rights"). To the extent I retain any such Moral
         Rights under applicable law, I hereby ratify and consent to any action
         that may be taken with respect to such Moral Rights by or authorized by
         the Company and agree not to assert any Moral Rights with respect
         thereto. I will confirm any such ratifications, consents and agreements
         from time to time as requested by the Company.

2.4      License for Other Inventions.  If, in the course of my employment with
         the Company, I incorporate into Company property an invention owned by
         me or in which I have an

                                                                           (B)-2

<PAGE>

         interest, the Company is hereby granted a nonexclusive, royalty-free,
         irrevocable, perpetual and transferable license throughout the universe
         to make, use, import, sell, copy, distribute, display, perform (whether
         or not publicly) such invention as part of and in connection with the
         Company property.

2.5      Assist With Registration. In the event any Invention shall be deemed by
         the Company to be copyrightable or patentable or otherwise registrable,
         I will assist the Company (at its expense) in obtaining and maintaining
         letters patent or other applicable registrations and in vesting the
         Company with full title. Should the Company be unable to secure my
         signature on any document necessary to apply for, prosecute, obtain, or
         enforce any patent, copyright, or other right or protection relating to
         any Invention, due to my incapacity or any other cause, I hereby
         irrevocably designate and appoint the Company and each of its duly
         authorized officers and agents as my agent and attorney-in-fact to do
         all lawfully permitted acts to further the prosecution, issuance, and
         enforcement of patents, copyrights, or other rights or protection with
         the same force and effect as if executed and delivered by me.

2.6      Disclosure. I agree to disclose promptly to the Company all Inventions
         and relevant records. I further agree to promptly disclose to the
         Company any idea that I do not believe to be an Invention, but is
         conceived, developed, or reduced to practice by me (alone or with
         others) while I am employed by the Company or during the one-year
         period following termination of my employment. I will disclose the
         idea, along with all information and records pertaining to the idea,
         and the Company will examine the disclosure in confidence to determine
         if in fact it is an Invention subject to this Agreement.

2.7      Post-Termination Period. I agree that any idea, invention, writing,
         discovery, patent, copyright, or trademark or similar item, or
         improvement shall be presumed to be an Invention if it is conceived,
         developed, used, sold, exploited, or reduced to practice by me or with
         my aid within one (1) year after my termination of employment with the
         Company. I can rebut the above presumption if I prove that the idea,
         invention, writing, discovery, patent, copyright, or trademark or
         similar item, or improvement is not an Invention covered by this
         Agreement.

3.       Former or Conflicting Agreements

3.1      Former Agreements. I represent and warrant that my performance of the
         terms of this Agreement will not breach any agreement to keep in
         confidence proprietary information acquired by me prior to my
         employment by the Company. I have listed in Exhibit B-1 all other
         agreements concerning proprietary information or inventions to which I
         am a party and attached copies of any agreements in my possession. To
         the best of my knowledge, there is no other contract between me and any
         other person or entity that is in conflict with this Agreement or
         concerns proprietary information, inventions or assignment of ideas.

3.2      Prohibition on Use of Third Party Information. I represent and warrant
         and covenant that I will not disclose to the Company, or use, or induce
         the Company to use, any proprietary information or trade secrets of any
         former employer, if any. I acknowledge and agree that any violation of
         this provision shall be grounds for my immediate termination and could
         subject me to substantial civil liabilities and criminal penalties. I
         further

                                                                           (B)-3

<PAGE>

         specifically and expressly acknowledge that no officer or other
         employee or representative of the Company has requested or instructed
         me to disclose or use any such third party proprietary information or
         trade secrets.

4.       Termination

4.1      Return of the Company's Property. I agree to promptly return to the
         Company upon termination of my employment all Proprietary Information
         and all personal property furnished to or prepared by me in the course
         of or incident to my employment. Following my termination, I will not
         retain any written or other tangible material containing any
         Proprietary Information or information pertaining to any Invention.

4.2      Termination Certificate. In the event of the termination of my
         employment, I agree, if requested by the Company, to sign and deliver
         the Termination Certificate attached as to the Employment Contract for
         Executives as Exhibit A.

4.3      Subsequent Employers. I agree that after the termination of my
         employment with the Company, I will not enter into any agreement that
         conflicts with my obligations under this Agreement and will inform any
         subsequent employers of my obligations under this Agreement.

5.       No Implied Employment Rights

         I recognize that nothing in this Agreement shall be construed to imply
         that my employment is guaranteed for any period of time. Unless stated
         in a written agreement signed by a duly authorized officer of the
         Company, my employment is for an indefinite duration and at-will, and
         either the Company or I can terminate our employment relationship at
         any time, without notice and for any reason or no reason, with or
         without cause.

6.       Remedies

         I recognize that nothing in this Agreement is intended to limit any
         remedy of the Company under any law concerning trade secrets. I
         recognize that my violation of this Agreement could cause the Company
         irreparable harm and agree that the Company shall have the right to
         apply to any court of competent jurisdiction for an order restraining
         any breach or threatened breach of this Agreement.

7.       Assignment

         I acknowledge and agree that my performance is personal hereunder, and
         that I shall have no right to assign and shall not assign or purport to
         assign any rights or obligations under this Agreement. This Agreement
         may be assigned or transferred by the Company.

8.       Jurisdiction and Applicable Law

         This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong, and the parties hereto submit to the
         non-exclusive jurisdiction of the Hong Kong court.

                                                                           (B)-4

<PAGE>

9.       Severability

         Any provision of this Agreement that is invalid or unenforceable
         because of any legislation or ruling of any court of competent
         jurisdiction shall not render the whole Agreement void but shall only
         be:

         (a)   varied to such an extent so as to make it valid and enforceable
               without affecting other provisions, or

         (b)   if variation is impossible, excluded from this Agreement as if it
               had not existed at the time of signing of this Agreement while
               the other provisions remain valid and subsisting.

10.      Entire Agreement

         This Agreement, along with any other agreements specifically referenced
         herein including the Employment Contract, is intended to be the final,
         complete, and exclusive statement of the terms of my employment by the
         Company and may not be contradicted by evidence of any prior or
         contemporaneous statements or agreements, except for agreements
         specifically referenced herein. To the extent that the practices,
         policies or procedures of the Company, now or in the future, apply to
         me and are inconsistent with the terms of this Agreement, the
         provisions of this Agreement shall control. The termination of any
         employment or other agreement between the Company and me shall not
         terminate this Agreement and each and all of the terms and conditions
         hereof shall survive and remain in full force and effect.

11.      Amendment; Waivers

         This Agreement may be amended only a written agreement signed by me and
         a duly authorized representative of the Company other than me. This
         Agreement has been reviewed by me and the Company and shall be deemed
         to be the product of the parties. Failure to exercise any right under
         this Agreement shall not constitute a waiver of such right.

12.      Interpretation

         This Agreement shall be construed as a whole, according to its fair
         meaning, and not in favor of or against any party. Sections and section
         headings contained in this Agreement are for reference purposes only,
         and shall not affect in any manner the meaning of interpretation of
         this Agreement. Whenever the context requires, references to the
         singular shall include the plural and the plural the singular and any
         gender shall include any other gender.

13.      Binding Effect

         Subject to the foregoing restrictions on assignment, this Agreement
         shall inure to the benefit of the Company and its affiliates, officers,
         directors, agents, successors and assigns;

                                                                           (B)-5

<PAGE>

         and shall be binding on me and my heirs, devisees, spouses, agents,
         legal representatives and successors.

         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY NOTED ON EXHIBIT B-1 TO THIS AGREEMENT ANY PROPRIETARY INFORMATION,
IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS,
DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR
CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.

         Date: 1/4/02

                                          Lee Ting Bun Denny
                                          ---------------------------------
                                          Employee Name

                                          /s/Denny Lee
                                          ---------------------------------
                                          Employee Signature

                                                                           (B)-6

<PAGE>

                                   EXHIBIT B-1

                              EMPLOYEE'S DISCLOSURE

1.       Proprietary Information. Except as set forth below, I acknowledge that
         at this time I know nothing about the business or Proprietary
         Information of Company (the "Company"), other than information I have
         learned from the Company in the course of being hired: ________________
         _______________________________________________________________________

2.       Prior Inventions. Except as set forth below, there are no ideas,
         concepts, inventions, discoveries, developments, know-how, structures,
         designs, formulas, algorithms, methods, products, processes, systems
         and technologies in any stage of development that are conceived,
         developed or reduced to practice by me alone or with others; any
         patents, patents pending, copyrights, moral rights, trademarks and any
         other intellectual property rights therein; or any improvements,
         modifications, derivative works from, other rights in and claims
         related to any of the foregoing under the laws of any jurisdiction,
         that I wish to exclude from the operation of this Agreement: __________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

3.       Prior Agreements. Except as set forth below, I am aware of no prior
         agreements between me and any other person or entity concerning
         proprietary information or inventions (attach copies of all agreements
         in your possession):
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

         Date: 1/4/02

                                             Lee Ting Bun Denny
                                             --------------------------------
                                             Employee Name

                                             /s/Denny Lee
                                             --------------------------------
                                             Employee Signature

                                                                         (B-1)-1