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                                                                   EXHIBIT 10.16


     THIS SUBORDINATION AGREEMENT is made the 31 day of December 2000

     BETWEEN

     (1)  SUPPLY CHAIN SERVICES LIMITED whose registered office is situate at 31
          New Henry House, 10 Ice House Street, Central, Hong Kong ("the
          Borrower"); and

     (2)  GI-TECH DEVELOPMENTS LIMITED whose registered office is situate at
          P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola,
          British Virgin Islands ("the Subordinated Lender").

     WHEREAS:-

     (1)  The Subordinated Lender is a shareholder of Supply Chain Services Inc.
          which is a company incorporated in the United States of America and
          holding beneficially 100% of the issued and paid-up share capital of
          the Borrower.

     (2)  The Borrower is presently indebted to the Subordinated Lender in the
          sum not less than HK$78,738.69. All sums for which the Borrower is
          presently indebted and may hereafter become indebted to the
          Subordinated Lender are hereinafter called the "Subordinated
          Indebtedness".

     NOW THIS SUBORDINATION AGREEMENT WITNESSETH AND IT IS HEREBY AGREED as
follows:-


1.   INTERPRETATION

     1.1  Words importing the singular number only shall include the plural and
          vice versa and words importing any gender shall include every gender
          and words importing persons shall include firms and corporations.

     1.2  References to Clauses shall (save where otherwise expressly stated) be
          construed as references to the Clauses of this Subordination
          Agreement. Clause headings are inserted for convenience of reference
          only and shall be ignored in the interpretation of this Subordination
          Agreement.


2.   SUBORDINATION OF SUBORDINATED INDEBTEDNESS

     2.1  The Borrower and the Subordinated Lender acknowledge to and agree with
          each other that for so long as the Secured Indebtedness remains
          outstanding, this Subordination Agreement and all the terms,
          covenants, conditions and stipulations herein contained will continue,
          and the Subordinated Indebtedness is and shall be subject to the
          following terms and conditions:-

          (a)  the Subordinated Indebtedness shall not be subject to payment of
               interest (although interest may accrue thereon);

          (b)  the Subordinated Indebtedness shall not be repayable or repaid in
               whole or in part, except in the event of any proceedings
               analogous to the winding-up, liquidation or dissolution of the
               Borrower; and
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          (c)  the Subordinated Indebtedness is and shall remain unsecured by
               any mortgage, charge, debenture or other security of any kind
               over the whole or any part of the assets of the Borrower and is
               not and shall not be capable of becoming subject to any right of
               set-off or counterclaim.

     2.2  Save with the exception provided in the preceding Clause 2.1(b), the
          Subordinated Lender shall not demand or require or institute any
          actions or proceedings of any kind for or take any other steps
          whatsoever to obtain or with a view to obtaining any repayment or
          payment of or in respect of the Subordinated Indebtedness, or any part
          thereof.

     2.3  The Borrower shall not (except in the event of any proceedings
          analogous to the winding-up, liquidation or dissolution of the
          Borrower) make any repayment of or payment of or in respect of the
          Subordinated Indebtedness, or any part thereof, to the Subordinated
          Lender.

     2.4  Neither the Subordinated Lender nor the Borrower shall (without the
          prior written consent of the other party) assign or purport to assign
          the Subordinated Indebtedness to third party.


3.   ASSIGNABILITY

     This Subordination Agreement is not capable of assignment in whole or in
part except with the prior consents in writing of the Borrower and the
Subordinated Lender.


4.   NOTICES

     4.1  All notices and other communications required to be made or given
          under the terms of this Subordination Agreement or in connection
          herewith shall be given by or made to the parties hereto in writing
          and delivered by hand or by registered mail (air-mail, if outside the
          sender's country or territory), or by facsimile, and shall be
          addressed to the appropriate party at the address set out in this
          Subordination Agreement or to such other address as such party hereto
          may from time to time designate to the other in writing.

     4.2  Any notice, request, demand or other communication given or made shall
          be deemed to have been received in the case of communication in
          writing and delivered by hand on the date of delivery against written
          receipt, in the case of written communication sent by registered mail
          on the date which is 2 business days in the case of local mail or 8
          business days in the case of overseas mail after the mailing thereof,
          and in the case of a facsimile the same day after the date of despatch
          thereof provided that a "successful transmission" receipt is obtained.


5.   MISCELLANEOUS

     5.1  All costs and expenses of and incidental to the preparation of this
          Subordination Agreement shall be borne by the Borrower.

     5.2  Any provision of this Subordination Agreement prohibited by or
          unlawful or unenforceable under any applicable law actually applied by
          any court

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          of competent jurisdiction shall, to the extent required by such law,
          be severed from this Subordination Agreement and rendered ineffective
          so far as is possible without modifying the remaining provisions of
          this Subordination Agreement. Where however the provisions of any such
          applicable law may be waived, they are hereby waived by the parties
          hereto to the full extent permitted by such law to the intent that
          this Subordinated Agreement shall be a valid and binding agreement
          enforceable in accordance with its terms.

     5.3  No modification, variation or amendment of this Subordination
          Agreement shall be effective unless such modification, variation or
          amendment is in writing and has been signed by or on behalf of both
          the parties hereto.

     5.4  This Subordination Agreement shall be governed by and construed and
          interpreted in all respects in accordance with the laws of Hong Kong,
          and the parties hereto hereby irrevocably submit to the non-exclusive
          jurisdiction of the Hong Kong Courts.

     IN WITNESS whereof the parties hereto have duly executed this Subordination
Agreement on the day and year first herein before written.



THE BORROWER

SEALED with the COMMON SEAL of          )
SUPPLY CHAIN SERVICES LIMITED           )      For and on behalf of
And SIGNED by                           )      SUPPLY CHAIN SERVICES LIMITED
                                        )
in presence of: /s/ Tsang Sau Ping      )
                ------------------      )
                                        )             /s/ Pauline Chu
                                        )      -----------------------------
                                        )          Authorized Signature(s)
                                        )
                                        )
THE SUBORDINATED LENDER                 )
                                        )
SEALED with the COMMON SEAL of          )
GI-TECH DEVELOPMENTS LIMITED            )      For and on behalf of
And SIGNED by                           )      GI-TECH DEVELOPMENTS LIMITED
                                        )
in presence of: /s/ Tsang Sau Ping      )
                ------------------      )
                                        )             /s/ Thomas Chu
                                        )      -----------------------------
                                        )          Authorized Signature(s)