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                                                                   EXHIBIT 10.10


                              Dated January 3, 2001

                                ----------------

                          SUPPLY CHAIN SERVICES LIMITED

                                       and

                          GREATMIND TECHNOLOGY LIMITED

                                ----------------

                                    AGREEMENT

                                       RE

                                SERVICE AGREEMENT

                                ----------------
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THIS AGREEMENT is made on             , 2001
                          ------------

BETWEEN:

     1.   SUPPLY CHAIN SERVICES LIMITED, a company incorporated and registered
          in the Hong Kong Special Administrative Region having its registered
          office at 8/F Guangdong Textile Centre, 22 Minden Avenue, Tsimshatsui,
          Hong Kong (the "Principal") and

     2.   GREATMIND TECHNOLOGY LIMITED, a company incorporated and registered in
          the Hong Kong Special Administrative Region having its registered
          office at Room 1212, 12/F Hongkong Plaza, 188 Connaught Road West,
          Hong Kong (the "Service Provider").

     WHEREAS the Principal wishes to appoint the Service Provider to undertake
software development and programming activities related to the Principal's
proprietary supply chain software program (the "Software") as stipulated in
Attachment A and as provided in this Agreement and to provide such Services
incidental and ancillary thereto as may be necessary upon the terms and subject
to the conditions hereinafter appearing.

     NOW IT IS AGREED as follows:

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1    INTERPRETATION

     1.1  In this Agreement unless the context otherwise requires:


          "Agreement"              means this agreement as the same may from
                                   time to time be amended, modified or varied
                                   in accordance with Clause 10 and includes any
                                   document which amends, waives, is
                                   supplemental to, novates or is entered into,
                                   made or given pursuant to or in accordance
                                   with any of the terms hereof;

          "Business Day"           means a day (other than a Saturday)on which
                                   banks are open for business in both the Hong
                                   Kong Special Administrative Region;

          "Commencement Date"      means January 3, 2001;

          "Services"               means any such services which the Service
                                   Provider will perform on behalf of the
                                   Principal;

          "Schedule"               means the specified time frame pre-
                                   determined by the Principal in Attachment B;

          "Software"               means the supply chain software being
                                   developed as specified by the Principal and
                                   in accordance to the modules in Attachment A;

          "Term"                   means the fixed period of one (1) years
                                   beginning on the Commencement Date and
                                   expiring on January 3, 2002 unless earlier
                                   terminated as provided by this Agreement;

          "HK$"                    means the lawful currency for the time being
                                   of Hong Kong Special Administrative Region;

          "US$"                    means the lawful currency for the time being
                                   of the United States of America;

     1.2  In this Agreement unless the context otherwise requires:

          (a) references to Clause(s) and Schedule(s) are references to
          clause(s) of and schedule(s) to this Agreement;

          (b) the words "hereto", "hereof" and words of similar import shall be
          construed as references to this Agreement as a whole and not to the
          particular provision in which the relevant reference appears;

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          (c) references to (or to any specific provision of) this Agreement or
          any other document shall be construed as references to this Agreement,
          that provision or that document as amended, modified or supplemented
          from time to time;

          (d) words herein importing the singular shall include the plural and
          vice versa and words importing any gender shall include all genders
          and words importing person shall include any individual, company,
          corporation, firm, partnership, joint venture, association or trust
          (in each case, whether or not having a separate legal personality).

          1.3  References in this Agreement to any ordinance, enactment, rule,
               law, directive or regulation include such ordinance, enactment,
               rule, law, directive or regulation as modified, consolidated,
               extended or re-enacted and include subsidiary legislation made
               thereunder.

          1.4  In this Agreement clause headings and the index are inserted for
               reference only and shall not affect construction or
               interpretation of this Agreement.


2    APPOINTMENT

     2.1  The Principal wishes to appoint the Service Provider to undertake
          software development and programming activities related to the
          Principal's proprietary supply chain Software as stipulated in
          Attachment A and as provided in this Agreement and to provide such
          services incidental and ancillary in accordance with the provisions of
          this Agreement.


3    PRINCIPAL'S OBLIGATIONS

     3.1  The Principal agrees with the Service Provider during the continuance
          in force of this Agreement:

          (a) to act in full cooperation with the Service Provider to ensure
          that the Service Provider receive accurate input, specifications,
          source data, explanations of the process and work flow. Such supply of
          input, specifications and source data shall be used by the Service
          Provider for the development of each module of the Software in
          accordance to Attachment A;

          (b) to provide sufficient and proper work place with adequate,
          functional and appropriate furnishings, furniture, tools, hardware and
          software to the Service Provider where its designated personnel are to
          be stationed during the Term and to enable the Service Provider's
          designated personnel to properly work on the Principal's Software.

          (c) to arrange for the requisition and installation of hardware and
          software, including routers, server systems, telephone units,
          broadband lines, personal computers, laptops, printers, scanners and
          digital cameras, which are required for the development of the
          Software.

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          (d) to bear all expenses related to the rental of the work place,
          costs of furnishings, furniture, hardware and software and other
          related tools and materials which might facilitate the Service
          Provider's Services.


4    SERVICE PROVIDER'S OBLIGATIONS

     4.1  The Service Provider agrees with the Principal throughout the Term:

          (a) to be fully responsible to develop the Software in accordance to
          the needs as specified by the Principal, and to complete all
          development work, including, but not limited, to encoding,
          programming, debugging, testings, documentation and any other related
          tasks within the predetermined Schedule as set out in Attachment B;

          (b) to perform the following Services in order to complete the
          Software modules as stipulated in Attachment A and within the Schedule
          as stipulated in Attachment B:-

               - Systems feasibility study

               - System design and production of specifications

               - Programming and source code encoding

               - Debugging of the software code / programs

               - Complete testing of the software

               - Write-up of the operating manual

               - Write-up of user's manual

               - Education and training to the Principal's employees

          (c) to provide sufficient I.T. personnel, including systems analyst,
          programmers, Lan administrators, to support the entire development of
          the Software in accordance to the modules as specified in Attachment
          A;

          (d) to seek approval of the Principal in order to confirm the
          completed status of all the modules of the Software as stipulated in
          Attachment A;

          (e) to seek the written approval from the Principal to extend and
          revise the Schedule for the software development work in the event
          that the Service Provider fails to complete the development work of
          all modules as specified in Attachment A within the Schedule period;

          (f) to prepare and keep proper and accurate records of user's
          specifications, systems specifications, source codes and encoding
          materials, programming documentation, operations manual, user's manual
          and any other related documents to the Software;

          (g) to act as consultants and provide advice on the setup of the
          Principal's IT environment and on the requisitions of appropriate
          hardware, software and any such tools and materials to facilitate the
          development and operations of the Software;

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          (h) to maintain operations of the Software and conduct enhancements on
          the Software after the completion of the Software or after the
          Schedule;

          (i) to arrange and setup for proper demonstration of the Software to
          the Principal and its clients; and

          (j) to provide education and training of the Software to the
          Principal's employees and its designated clients, if required.


5    SERVICE FEES

     5.1  In consideration of the Services undertaken by the Service Provider
          hereunder, the Principal shall subject as provided in Clause 5.2 and
          5.3 pay to the Service Provider during the continuance in force of
          this Agreement:

          (a) total development fee of US$550,000 (equivalent to HK$4,262,500)
          in equal monthly installments (the "Monthly Installments") as outlined
          below:-

          <TABLE>
          <CAPTION>

          MONTH                    INSTALLMENT
          -----                    -----------
          <S>                      <C>

          January 2001              US$35,483
          February 2001             US$35,483
          March 2001                US$35,483
          April 2001                US$35,483
          May 2001                  US$35,483
          June 2001                 US$35,483
          July 2001                 US$35,483
          August 2001               US$60,323
          September 2001            US$60,323
          October 2001              US$60,323
          November 2001             US$60,323
          December 2001             US$60,323
          </TABLE>

          such fees represent the total and final costs associated with the
          development of the Software in accordance to all the modules as
          stipulated in Attachment A in this Agreement;

     5.2  The Principal shall pay the Monthly Installment to the designated
          account of the Service Provider on the first day of each month until
          the total development fee of US$550,000 is paid up.

     5.3  The Service Provider shall issue an invoice to the Principal for the
          monthly installment on the first day of each month for the services to
          be rendered.

     5.4  In the event that the Service Provider fails to complete the Software
          in accordance with the Schedule, the Principal shall not be liable to
          pay any additional service fees.


6    OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

     6.1  The Service Provider agrees that the Principal shall hold full
          ownership of the Software for each module in accordance with
          Attachment A and agrees that the Software shall be treated as

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          assets of the Principal. Such assets shall include, but not limited
          to:

          - All systems specifications, including drafts, revisions or final
            versions of the specifications

          - Programming specifications

          - Program source codes

          - Documentations and manuals related to the Software (i.e. User's
            Guidelines, Operating Manual, Programming Manuals etc.)

          - All files, hardcopies and softcopies related to the Software

          - All databases developed and compiled during the development of the
            Software

          The Service Provider shall release the above-mentioned assets to the
          Principal from time to time during the course of the development of
          the Software and prior to the expiration of the Term or the expiration
          or termination of this Agreement.

     6.2  All rights of any nature whatsoever, whether legal or beneficial or
          moral, including without limitation to any software program, codes,
          copyright, business name, patent, trade mark, design rights and any
          other intellectual property rights in all materials developed,
          written, created and/or prepared by the Service Provider in the course
          of the development of the Software and during the Term of this
          Agreement, shall vest with the Principal.

     6.3  The provisions of this Clause 6 shall survive the expiry or
          termination of this Agreement.


7    TERMINATION

     7.1  Subject to Clause 7.2, this Agreement shall not be terminated during
          the Term and shall continue thereafter in full force and effect unless
          and until either party shall have given three (3) months written
          notice of termination to the other party such notice not to be given
          prior to the expiration of the Term.

     7.2  This Agreement shall be terminated forthwith without prior notice if:

          (a) either party fails duly to perform any of its obligations or to
          observe any of the terms and conditions imposed on it by this
          Agreement and such failure is not capable of remedy or, if remediable,
          has not been remedied within thirty (30) days after notice by the
          other party requiring its remedy; or

          (b) either party becomes or is declared insolvent or bankrupt, is
          unable to pay its debts as they fall due, stops, suspends or threatens
          to stop or suspend payment of all or a material part of its debts or
          begins negotiations or takes any proceeding or other step with a view
          to readjustment, rescheduling or deferral of its indebtedness (or any
          part of its indebtedness which it will or might otherwise be unable to
          pay when due) or proposes or makes a general assignment or any
          arrangement or composition with or for

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          the benefit of its creditors or a moratorium is agreed or declared in
          respect of or affecting all or any material part of its indebtedness;
          or

          (c) a distress, attachment, execution or other legal process is
          levied, enforced or sued out on or against the assets of either party
          and is not discharged within thirty (30) days; or

          (d) a petition is presented or a proceeding is commenced, a resolution
          is passed, an order is made or any action is taken by any person for
          the dissolution, liquidation, winding-up or bankruptcy of either
          party, except for the purpose of and followed by a reconstruction,
          amalgamation or reorganization on terms previously approved by the
          other party or for the appointment of a liquidator, receiver,
          administrator, trustee or similar officer of all or a material part of
          its business or assets or if any event analogous thereto occurs or if
          either party otherwise becomes insolvent, liquidated, wound-up or
          bankrupt under applicable law; or

          (e) either party ceases to exist or ceases or threatens to cease to
          carry on its business or any part thereof; or

          (f) it is or will become unlawful for either party to perform or
          comply with any one or more of its obligations under this Agreement or
          any such obligation is not or ceases to be enforceable.

     7.3  The expiration or determination of this Agreement howsoever arising
          shall not affect such of the provisions hereof as are expressed to
          operate or have effect thereafter and shall be without prejudice to
          any right of action already accrued to either party in respect of any
          breach of this Agreement by the other party.


8    CONFIDENTIALITY

     8.1  The Service Provider agrees and undertakes with the Principal that it
          will not at any time hereafter use or divulge or communicate to any
          person other than to the employees of the Principal whose province it
          is to know the same any confidential information concerning the
          business, accounts, finance or contractual arrangements or other
          dealings, transactions or affairs of the Principal which may come to
          its knowledge and it shall use its best endeavours to prevent the
          publication or disclosure of any confidential information concerning
          such matters.

     8.2  The Service Provider agrees to keep in the strictest confidence all
          documents and materials pertaining to any technical data, source
          codes, software programs and other related materials.

     8.3  The Service Provider agrees to return to the Principal all hardware,
          software, tools, documents and other materials related to the Software
          upon the expiration of the Term or upon

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          completion of the Software or upon termination or expiration of this
          Agreement, whichever is the earliest.


9    NO ASSIGNMENT

     9.1  Neither of the parties hereto shall assign or otherwise transfer any
          of its rights or obligations under this Agreement to any third party
          without the prior written consent of the other party hereto.


10   ENTIRE AGREEMENT

     10.1 This Agreement represents the entire agreement between the parties
          hereto with respect to the subject matter of this Agreement and
          supersedes any other commitments agreements promises or understandings
          written or verbal that the parties hereto hereinbefore may have had.


11   AMENDMENT

     11.1 No provision hereof may be amended, waived, discharged or terminated
          orally, but only by an instrument in writing signed by the party
          against whom enforcement of the amendment, waiver, discharge or
          termination is sought. No breach of or default under any of the
          provisions of this Agreement may be waived or discharged except by an
          instrument in writing signed by or on behalf of the party against whom
          enforcement of such waiver or discharge is sought.


12   COMMUNICATIONS

     12.1 Any notice report request demand consent approval and other
          communication (collectively the "Communication") required to be given
          under this Agreement shall be in English and shall be given by
          facsimile or by sending the same through the post via prepaid envelope
          (air mail in the case of an overseas address) or by courier addressed
          to the party concerned at its address set out on the first page of
          this Agreement or at such other address or place as such party may
          designate to the other party in writing for the purpose of this clause
          and any Communication so given shall be deemed to have been served on
          the second day after the day on which it was posted in the case of
          inland mail or despatched in the case of local courier, on the day on
          which it was despatched in the case of local facsimile, on the next
          day after the day on which it was despatched (reckoned at the place of
          despatch) in the case of international facsimile, on the seventh (7th)
          day after the day on which it was posted in the case of air mail and
          on the fourth (4th)day after the day on which it was despatched in the
          case of international courier. In proving service by mail it will be
          sufficient to prove that the envelope containing the Communication was
          duly stamped addressed and posted as aforesaid.

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13   PARTIAL INVALIDITY

     13.1 The illegality invalidity or unenforceability of any provision of this
          Agreement under the law of any jurisdiction shall not affect its
          legality validity or enforceability under the laws of any other
          jurisdiction nor the legality validity or enforceability of any other
          provision of this Agreement which are capable of severance and which
          shall continue unaffected.


14   NO WAIVER

     14.1 Time shall be of the essence of this Agreement but no failure or delay
          on the part of either party hereto to require performance by the other
          party of any provision of this Agreement will operate as a waiver
          thereof. Any waiver by either party of any breach of any provision of
          this Agreement shall not be construed as a waiver of any continuing or
          succeeding breach of such provision a waiver of the provision itself
          or a waiver of any right under this Agreement. Any waiver or consent
          shall be effective only in the instance and for the purpose for which
          it is given.


15   COSTS

     15.1 Save as otherwise provided in this Agreement, all expenses incurred by
          or on behalf of the parties hereto, including all fees of agents,
          representatives, lawyers and accountants engaged by either of them in
          connection with the negotiation, preparation or execution of this
          Agreement, shall be born solely by the party who incurred the
          liability.


16   GOVERNING LAW AND JURISDICTION

     16.1 This Agreement shall be governed by and construed in accordance with
          the laws of Hong Kong Special Administrative Region. The parties
          hereto hereby submit to the non-exclusive jurisdiction of the Hong
          Kong Courts.

     16.2 The submission of the parties hereto to the jurisdiction of the Hong
          Kong courts shall not restrict the fight of the either party to take
          proceedings in connection with this Agreement in any other courts
          having, claiming or accepting jurisdiction in respect of matters
          pertaining to this Agreement, nor shall the taking of proceedings in
          any one or more jurisdictions preclude the taking of proceedings in
          any other jurisdiction whether concurrently or not.

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     IN WITNESS whereof the parties hereto have hereunto set their hands the day
and year first above written.



SIGNED by                                     )
for and on behalf of the Principal            )
Supply Chain Services Ltd.                    )
in the presence of:                           )           /s/ Pauline Chu
                                                          ---------------




SIGNED by                                     )
for and on behalf of the Service Provider     )
Greatmind Technology Limited                  )
in the presence of:                           )           /s/ [illegible]
                                                          ---------------


Witness:        /s/ Tsang Sau Ping
                ------------------

Address:

Occupation:

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                                  ATTACHMENT A

                                Software Modules


                                     PHASE I

                                 Purchase Order
                                    Sourcing


                                    PHASE II

                               Production Tracking
                        Trade Finance / Vendor Compliance
                                 Quality Control


                                    PHASE III

                                 Shipment Status
                             Shipping Order Booking
                                Warehouse Systems
                                Customs Tracking
                               Payment / Invoicing

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                                  ATTACHMENT B


                                    SCHEDULE

Phase I         -       by March 2001

Phase II & III  -       by June 2001

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