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                                                                    Exhibit 10.1

                            DISTRIBUTION AGREEMENT

PARTIES:

1.    The "grantor": HBL Limited, a company incorporated in Hong Kong, whose 
registered office is at 6th Floor, China Insurance Building, 48 Cameron Road, 
T.S.T., Hong Kong.

2.    The "distributor" LEP Products Inc, a company incorporated in Delaware, 
United States of America.

WHEREAS, the GRANTOR has obtained the right to distribute the PRODUCTS, AND 
WHEREAS, the DISTRIBUTOR wishes to ditribute the PRODUCTS in the TERRITORY, 
the PARTIES have agreed to as follows,

DEFINITIONS:

1.    The PRODUCTS means the goods as specified in Schedule I hereto.

2.    The TERRITORY means the territory (ies) as specified in Schedule II 
      hereto.

3.    The Minimum Guarantee as specified in Schedule III


DURATION OF AGREEMENT:

This AGREEMENT shall commence on 1st August 1997 and shall last for a period 
of 2 years unless earlier terminated.

DISTRIBUTOR'S OBLIGATION

1.    The DISTRIBUTOR shall purchase all of its supply of the PRODUCTS from 
the GRANTOR at prices and conditions to be fixed by the GRANTOR. The prices 
will be fixed by the Grantor for a one year period.

2.    The DISTRIBUTOR shall use its best endeavors to promote the sale of the 
PRODUCTS at the TERRITORY specified. The DISTRIBUTOR will follow the 
guidelines set in this AGREEMENT and as established by GRANTOR from time to 
time, pertaining to the marketing of PRODUCTS.  At all times the GRANTOR 
reserves the right to visit, verify and cancel any POS (Points Of Sale) 
developed by the DISTRIBUTOR, which is deemed unsuitable by the GRANTOR.

3.    The DISTRIBUTOR will supply the GRANTOR with updated list of POS for 
the TERRITORY and will provide the GRANTOR with a photograph of the POS 
(Street view, floor view, actual display of PRODUCTS). Such photographs will 
be the base for verification and confirmation of the POS and marketing of 
PRODUCTS by the DISTRIBUTOR in the TERRITORY on a "best effort" basis.

4.    All matters relating to marketing, the GRANTOR must approve promotion 
and retail pricing of the PRODUCTS.  Prior written approval must be obtained 
from GRANTOR two weeks before any promotion, marketing and retail pricing.  
Any deviation and change from the approved marketing, promotion and retail 
pricing of the PRODUCTS is strictly prohibited.

The DISTRIBUTOR shall only market the PRODUCTS in the TERRITORY and shall not 
sell the PRODUCTS 

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directly or indirectly or to anyone he knows or has reason to know may sell 
directly or indirectly outside the TERRITORY under any circumstances.

The DISTRIBUTOR will not sell the PRODUCTS in the TERRITORY for:

-  DUTY FREE ACCOUNTS

-  DISCOUNT STORES

-  MAIL OR CATALOGUE SALES

4.    All purchases must be made by irrevocable Letter of Credit at sight 90 
      days or Telegraphic Transfer in US$ 60 days prior to shipment date, and 
      conditions stipulated in Grantor's sales contracts.

In case of disagreement over the definition of the above it should be made in 
the sole discretion of the GRANTOR.


GRANTOR'S OBLIGATION

1.    The GRANTOR will guarantee the exclusivity to the DISTRIBUTOR during 
the duration of the AGREEMENT.

2.    The GRANTOR certfies that PRODUCTS are free from any manufacturing 
defect upon shipment and will replace one for one under such defects.

3.    Each order/shipment will include 1% spare units of the PRODUCT and the 
GRANTOR will provide spare parts for all models sold for at least two years 
from the date of last shipment.

4.    Spare parts will be charged according to the standard spare parts lists 
and if desired by the DISTRIBUTOR it will replace the 1% spare units with a 
credit note for 1% of spare part according to the invoice value.


AFTER SALES SERVICE

1.    The DISTRIBUTOR shall maintain an after sales service capability during 
the duration of this AGREEMENT.  The location, address, person in charge of 
the after sales capability will be informed to the GRANTOR.  Any serice 
required by the owner of a Product will be done free of charge during the 
warranty period (conditional to the repair pertaining to the warranty clause) 
and only part costs will be charged after the warranty period.


ADVERTISING/PROMOTIONAL ALLOWANCE

-  The GRANTOR will contribute 50% of all costs for advertising incurred by
   the DISTRIBUTOR, upon submission of proper invoice thereof, on the following
   conditions:

-  All advertising/promotion by the DISTRIBUTOR must receive prior approval 
   in writing from the GRANTOR.

-  Advertising must be equal to 5% of the total FOB purchases during the 
   specified calendar year during the duration of this AGREEMENT.

-  DISTRIBUTOR must provide proof of advertising, including invoice, to the 
   GRANTOR.

2.    The DISTRIBUTOR will participate in the purchase of promotional gift 
items or special marketing campaigns

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initiated by the GRANTOR.


TERMINATION

1.    The GRANTOR shall be entitled to terminate this contact if and when the 
      minimum quantities set out in the SCHEDULE III are not acheived.

2.    A written thirty (30) day notice can terminate this AGREEMENT by the 
      GRANTOR in the event of:

-     There is at any time a material change in the management, ownership or 
      control of the DISTRIBUTOR.

-     The DISTRIBUTOR engages in any marketing/advertising activity that is 
      prohibited under this AGREEMENT or any breach of this agreement i.e. 
      sale outside territory, sale to discounters.

3.    In the event of termination of this AGREEMENT the GRANTOR has the 
      exclusve right to:

-     Purchase all or any portion of the remaining inventory at the GRANTOR'S 
      invoice value if less than six months old and at 50% invoice price for 
      over six months old, less any amounts due under this agreement.

-     Require the DISTRIBUTOR to sell all or any portion of the remaining 
      inventory to third party in the TERRITORY, designated by the GRANTOR at 
      GRANTOR'S invoice value adding the general import taxes required by the 
      government of the TERRITORY.

This AGREEMENT does not in any form whatsoever, grant the DISTRIBUTOR the 
use of HANG TEN, in any form The PARTIES, to this AGREEMENT, recognizes that 
ILC Licensing Corp. is the official licensor for all Hang Ten.  The GRANTOR 
manufactures and distributes Hang Ten brand watches under the agreement with 
ILC Licensing Corp.

This AGREEMENT  shall be governed by the laws Hong Kong.

In witness whereof this AGREEMENT has been executed on the date first written.


For GRANTOR                                     For DISTRIBUTOR



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HBL Limited                                     LEP Products Inc.

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SCHEDULE I     PRODUCTS

The PRODUCTS will mean Wrist Watches and Clocks manufactured under license 
agreement with ILC Licensing Corp. of the HANG TEN brands.




SCHEDULE II    TERRITORY

The TERRITORY  will mean the domestic market of the United States and Canada.

Besides the below schedule a US$10,000 deposit to be made to HBL on signing 
of the above contract which will be refundable upon completion of the 
duration of this agreement providing all GRANTOR's money have been paid as in 
accordance with the agreement.

SCHEDULE III   MINIMUM PURCHASES

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   YR                           FOB H.K. IN U.S.$
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 97/98                      US$350,000.00

 98/99                      US$600,000.00



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