<PAGE>

                                                            DM DRAFT OF 10/18/01

                              EMPLOYMENT AGREEMENT
                              --------------------


     EMPLOYMENT  AGREEMENT  effective  as  of  Oct  23,  2001  between  Q-Net
Technologies,  Inc.  (the  "Employer"),  a  Delaware corporation, and Fredric R.
Mann,  II  (the  "Employee").

                                    Recital:
                                    --------

     The  parties  hereto desire to enter into this Agreement to provide for the
employment  of  the  Employee  by  the Employer and for certain other matters in
connection  with such employment, all as set forth more fully in this Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and covenants set forth
herein,  and intending to be legally bound hereby, the parties to this Agreement
hereby  agree  as  follows:

     1.     Duties.  The  Employer agrees that the Employee shall be employed by
the  Employer  to serve as President and Chief Executive Officer of the Employer
and serving in temporary capacity as Chief Financial Officer and General Counsel
until  such  positions are filled by the Board of Directors. The Employee agrees
to  be  so  employed  by  the  Employer  and  to  devote  his  best  efforts and
substantially  all  of  his  business time energies and attention to advance the
interests  of  the  Employer  and  to  perform  such  executive,  managerial,
administrative  and other duties as are from time to time assigned to him by the
Board  of  Directors  (the  "Board") of the Employer and are consistent with his
position  as  President and Chief Executive Officer, Chief Financial Officer and
General  Counsel;  provided, however, that the Employee may engage in reasonable
investment  and  other personal activities that do not interfere with his duties
in  and  obligations of the respective positions noted above. Employee will also
be appointed a director of the Employer for as long as he is employed under this
Agreement.

     2.     Term.  Subject  to  Sections 5 and 6 hereof, the initial term of the
Employee's  employment hereunder shall commence on the effective date hereof and
shall  continue for a term of three years. This Agreement shall be automatically
renewed  for  successive  terms  of one year each, unless either party gives the
other  party  at  least  [90]  days'  prior  written  notice  of  termination.

     3.     Compensation.

          (a)     Salary.  During  the  term  of  his  employment  under  this
Agreement,  the Employee shall be paid an monthly salary at the rate of not less
than  $25,000 (the "Base Salary"). The Base Salary may be increased from time to
time  by  the Board. The Board shall review the Base Salary at least annually at
the  end of each calendar year. The Base Salary shall be paid in accordance with
the  Employer's  regular  payroll  practices.

                                    A-1
<PAGE>

          (b)     Bonuses.  The  Employee  shall  be paid a bonus within 60 days
after  the  end  of each calendar year, commencing with the calendar year ending
December  3  1, 2001, in an amount based on the Employee's performance and merit
and  the  amount  of  bonuses  awarded  to  other  directors and officers of the
Employer,  as determined by the Board, but in no event less than $60,000 for any
calendar  year.  The  minimum  amount  of  the  bonus will be payable monthly in
advance in the amount of $5,000 per month during each month of the calendar year
for  which  the bonus is payable. In addition, if the Employer obtains financing
as  a  result  of  the Employee's efforts, the Employer will pay the Employee an
additional  bonus  equal  to  5% of the amount so raised, payable in cash and/or
registered  shares  of  the  Employer's  common  stock  (the  "Common Stock") at
Employee's  option.  Such cash bonus shall be paid to Employee at the closing of
any  transaction so concluded. Any stock bonus shall be issued within 30 days of
closing.  If  the additional bonus is paid in shares of Common Stock, the number
of  shares  will  be calculated based on the average trading price of the Common
Stock  for  a  period  of  five  trading  days  prior to the closing date of the
financing.

     (c)     Fringe  Benefits.  The Employee shall be entitled to participate in
all insurance, vacation and other fringe benefit programs of the Employer to the
extent  and  on  the same terms and conditions as are accorded to other officers
and  key  employees  of  the  Employer.

     (d)     Reimbursement  of  Expenses.  The  Employee shall be reimbursed for
all  normal  items  of travel, entertainment and miscellaneous business expenses
reasonably  incurred  by  him  on  behalf  of  the  Employer, provided that such
expenses  are  documented  and  submitted  in  accordance with the reimbursement
policies  of  the  Employer  as  in  effect  from  time  to  time.

     (e)     Stock  Options.  Employee will be granted stock options to purchase
100,000  shares  of  the Company's common stock in each year of the term of this
Agreement  or  as long as Employee is employed by or serves as a Director of the
Company,  recognizing  that  the  existing  options  granted to purchase 100,000
shares of the Company were granted as of October 1, 2000 at an exercise price of
$5.00  per  share. Subsequent annual option grants shall be effective on October
1st  of  each  year  following or a defined number of options at $5.00 per share
pro-rata  for any portion of each subsequent year thereafter as long as Employee
is  employed  by or serves as Director of the Company. The exercise price of all
stock  options would be the fair market value of the Corporation's shares at the
time  of  the  grant.  All  stock  options  would  be  subject  to the terms and
conditions  of  the  Corporation's  Stock Option Plan and any shares issued upon
exercise  of  any  stock  options would be subject to any restrictions or resale
imposed  by  applicable  securities  law.

     (f)     Other  Compensation.  Other compensation not provided for in this
Agreement  for the services to be rendered by the Employee to the Employer
hereunder  shall  be  made  at  the  pleasure  of  the  Board  of  Directors.

     4.     Right  of  First  Refusal.  It is understood that Employee currently
holds  all  right,  title  and interest to 720,000 shares of common stock of the
Company representing 5% of the shares of the Corporation issued and outstanding.
In  order  to  avoid  dilution  of Employees equity position in the Company upon
subsequent  funding  events,  employee  shall  be  extended  the  following:

                                    A-2
<PAGE>

          (a)     Offer  to Employee; Notice of Acceptance.  The Employer agrees
to  give to the Employee at least 120 days' prior written notice of any proposed
sale  by  the  Company  of  its  Common Stock or any right, option or warrant to
acquire  its Common Stock or any securities convertible into or exchangeable for
its  Common  Stock.  Such notice will identify the number of shares or amount of
securities  to be issued, the proposed date of issuance, the name and address of
the  person  or entity to whom the shares or other securities will be issued and
the  price  and  other  terms  of the issuance. Such notice will also include an
offer  (the  "Offer")  to  sell to the Employee up to 5% of such shares or other
securities  (the  "Offered  Securities") at the same price and on the same other
terms  as are proposed for such sale or issuance, which Offer by its terms shall
remain  open for a period of 120 days from the date of receipt of the Employer's
notice.  To accept the Offer, the Employee must give written notice (the "Notice
of  Acceptance")  to the Employer prior to the end of the 120-day period of such
Offer  of  the  Employee's  intention  to  accept  the  Offer,  which  Notice of
Acceptance  shall  state the portion of the Offered Securities that the Employee
elects  to  purchase.  Upon  the  closing  of  the  sale  of the shares or other
securities  as  to  which  the  Employer  has  given  notice, the Employee shall
purchase  from  the  Employer, and the Employer shall sell to the Employee, upon
the  terms  specified in the Offer, the Offered Securities subscribed for by the
Employee  pursuant  to  the  Notice  of  Acceptance.


          (b)     Right  of  Employer  to Sell Offered Securities Not Subscribed
for  by  Employee.  If  the  Employee  does  not  subscribe  for all the Offered
Securities pursuant to Section 4(a) hereof, the Employer shall have 60 days from
the end of the foregoing 120-day period to sell to any other persons or entities
all  or  any  part  of  such Offered Securities as to which the Employee has not
accepted  the  Offer,  such  sales  in  all material respects to be on terms and
conditions  that are no more favorable to such other persons or entities or less
favorable  to  the  Employer  than  those  set  forth  in the Offer. Any Offered
Securities  not  purchased  by  the Employee or other persons or entities during
such 60-day period may not be sold or otherwise disposed of until they are again
offered  to  the  Employee  under  the  procedures  specified in this Agreement.

     5.     Death  or  Total  Disability  of  the  Employee.

          (a)     Death.  In  the  event of the death of the Employee during the
term  of this Agreement, this Agreement shall terminate effective as of the date
of  the Employee's death, and the Employer shall not have any further obligation
or  liability  under  this  Agreement  except that the Employer shall pay to the
Employee's  estate:  (i) any portion of the Employee's Base Salary and bonus for
the  period  up to the Employee's date of death that has been earned but remains
unpaid;  (ii)  any benefits that have accrued to the Employee under the terms of
the  employee  benefit  plans  of  the Employer, which benefits shall be paid in
accordance  with  the  terms  of those plans; and the Employee's estate shall be
fully  vested in any shares, bonus or equity ownership subscribed to by Employee
as  may  be  effective  as  of  the  date  of  the  Employee's  death.

          (b)     Total  Disability.  In  the  event of the Total Disability (as
that  term  is  hereinafter  defined)  of  the Employee, for (i) a period of 180
consecutive  days  or  (ii)  for any 180 days within a period of 360 consecutive
days, at any time during the term of this Agreement, the Employer shall have the
right to terminate the Employee's employment hereunder by giving the

                                    A-3
<PAGE>


Employee  90  days'  written notice thereof, and, upon expiration of such 90-day
period,  the  Employer  shall not have any further obligation or liability under
this  Agreement  except  that  the  Employer  shall pay to the Employee: (i) any
portion of the Employee's Base Salary and bonus for the period up to the date of
termination  that has been earned but remains unpaid; and (ii) any benefits that
have  accrued  to  the Employee under the terms of the employee benefit plans of
the Employer, which benefits shall be paid in accordance with the terms of those
plans.  The  term  "Total  Disability," when used herein, shall mean a mental or
physical  condition  that in the reasonable opinion of the Board of Directors of
the  Employer  renders  the  Employee unable or incompetent to carry out the job
responsibilities  he  held  or  the  tasks  that he was assigned at the time the
disability  was  incurred.

     6.     Termination.

          (a)     Termination  by  the  Employer  for  Cause.  The  Employer may
discharge  the  Employee  and  thereby  terminate  his employment hereunder upon
written  notice  to  the Employee for any of the following reasons: (i) habitual
intoxication; (ii) abuse of a controlled substance; (iii) conviction of a felony
involving  moral turpitude; (iv) adjudication as an incompetent; (v) a breach by
the  Employee of any material term of this Agreement that is not cured within 30
days  after  written  notice  from the Employer; or (vi) misappropriation of any
funds  or  property  of the Employer, theft, embezzlement or fraud. In the event
that  the  Employer  shall discharge the Employee pursuant to this Section 6(a),
the  Employer  shall  not  have  any  further obligation or liability under this
Agreement,  except  that the Employer shall pay to the Employee: (i) any portion
of  the  Employee's Base Salary and bonus, if any, for the period up to the date
of  termination  that  has been earned but remains unpaid; and (ii) any benefits
that  have accrued to the Employee under the terms of the employee benefit plans
of  the  Employer,  which benefits shall be paid in accordance with the terms of
those  plans.

          (b)     Other Termination by the Employer.  The Employer may discharge
the  Employee  and  thereby terminate his employment hereunder on 30 days' prior
written  notice  and  the payment of $360,000 representing 12 months base salary
and  bonus in the event that Employer terminates this Agreement. If the Employer
shall  terminate  the  employment  of  the Employee under this Section 6(b), the
Employee  shall  be  entitled to be paid: (i) any portion of the Employee's Base
Salary  and  bonus,  for  the period up to the date of termination that has been
earned but remains unpaid; (ii) a severance payment equal to the Employee's Base
Salary  and  bonus  for  a  period  of one year, payable in twelve equal monthly
installments  in  advance;  and  (iii)  any  benefits  that  have accrued to the
Employee  under  the  terms of any employee benefit plans of the Employer, which
benefits  shall  be  paid  in  accordance  with  the  terms  of  those  plans.

          (c)     Termination by the Employee for Good Reason.  The Employee may
terminate  his  employment for Good Reason (as defined below); provided that the
Employee  has provided written notice to the Employer that an event constituting
Good  Reason  has  occurred  and  such event continues uncured for 30 days after
receipt by the Employer of written notice from the Employee of the occurrence of
such  event,  which  notice  shall specifically set forth the nature of the Good
Reason  that is the reason for such resignation. For purposes of this Agreement,
"Good  Reason"  shall  mean:  (i)  a  substantial  diminution  of the Employee's
authority,  duties  or  responsibilities  as  in effect on the date hereof or as
hereafter  increased;  (ii)  a  material
                                    A-4
<PAGE>

breach  by  the  Employer of any term or provision of this Agreement; or (iii) a
Change  of  Control  (as  defined  below); provided, however, that the term Good
Reason  shall  not  include a termination of the Employee's employment hereunder
pursuant  to  Section  5(b),  6(a)  or  6(b).  The  date  of  termination of the
Employee's employment under this Section 6(c) shall be the effective date of any
resignation  specified  in writing by the Employee, which shall not be less than
30  days  after  receipt  by the Employer of written notice of such resignation,
provided  that  such resignation shall not be effective pursuant to this Section
6(c) and the event giving rise to Good Reason shall be deemed to have been cured
if  such  event  is  corrected by the Employer during such 30-day period. If the
Employee  shall terminate his employment hereunder for Good Reason, the Employee
shall  be entitled to be paid: (i) any portion of the Employee's Base Salary and
bonus, if any, for the period up to the date of termination that has been earned
but remains unpaid; (ii) a severance payment equal to the Employee's Base Salary
and  bonus  for  a  period  of  one  year,  payable  in  twelve  equal  monthly
installments;  (iii)  any  benefits  that have accrued to the Employee under the
terms  of  any  employee  benefit plans of the Employer, which benefits shall be
paid in accordance with the terms of those plans; and (iv) the immediate vesting
of all stock options previously granted to the Employee, irrespective of whether
the stock options had yet become exercisable under the terms of the grant of the
stock options. "Change in Control" shall mean a change in the power to direct or
cause  the direction of the management and policies of the Employer arising from
(1)  any "person" (including a "person" as defined in Section 13(d)(3) and 14(d)
of  the  Securities  Exchange  Act  of  1934  (the "Exchange Act")) becoming the
"beneficial  owner"  (as defined in Rule 13d-3 under the Exchange Act), directly
or  indirectly,  of securities of the Employer representing more than 50% of the
combined  voting power of the Employer's then outstanding securities or (2) more
than  50%  of  the  assets  of  the  Employer  being disposed of by the Employer
pursuant  to a partial or complete liquidation of the Employer, a sale of assets
(including  stock of a subsidiary or subsidiaries) of the Employer or otherwise.

     7.     Employer  Documentation.  The  Employee  shall  hold  in a fiduciary
capacity  for  the  benefit  of the Employer all documentation, disks, programs,
data, records, drawings, manuals, reports, sketches, blueprints, letters, notes,
notebooks  and  all  other  writings,  electronic  data,  graphics  and tangible
information  and  materials of a secret, confidential or proprietary information
nature  relating  to  the  Employer  or  the Employer's business that are in the
possession  or  under  the  control  of  the  Employee.

     8.     Supersedes  Other  Agreements.  This  Agreement supersedes and is in
lieu  of  any and all other employment arrangements between the Employee and the
Employer,  but shall not supersede any existing confidentiality or nondisclosure
agreements  between  the  Employee  and  the  Employer.

     9.     Amendments.  Any  amendment  to  this  Agreement  shall  be  made in
writing  and  signed  by  the  parties  hereto.

     10.     Enforceability.  If  any  provision  of  this  Agreement  shall  be
invalid  or  unenforceable,  in  whole  or in part, then such provision shall be
deemed to be modified or restricted to the extent and in the manner necessary to
render  the  same  valid  and  enforceable, or shall be deemed excised from this
Agreement,  as  the  case may require, and this Agreement shall be construed and
enforced  to  the  maximum extent permitted by law as if such provision had been

                                    A-5
<PAGE>

originally  incorporated  herein  as  so  modified  or  restricted or as if such
provision  had  not  been  originally  incorporated  herein, as the case may be.

     11.     Construction.  This Agreement shall be construed and interpreted in
accordance  with  the  internal  laws  of  the  State  of  Delaware,  U.S.A.

     12.     Assignment.

          (a)     By  the  Employer.  The rights and obligations of the Employer
under  this  Agreement shall inure to the benefit of, and shall be binding upon,
the  successors and assigns of the Employer. The Employer shall require each and
every  successor  (whether direct or indirect, by asset or stock purchase, share
exchange, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets  of  the  Employer,  by agreement in form and substance
satisfactory  to  the  Employee,  to  expressly assume and agree to perform this
Agreement  in  the  same  manner  and  to  the same extent the Employer would be
required  to  perform  it if no such succession had taken place. As used in this
Agreement,  "the  Employer"  shall mean the Employer as hereinbefore defined and
any  successor to its business and/or assets as provided above that executes and
delivers  the  agreement  provided  for  in this Section 15(a) or that otherwise
becomes  bound by all the terms and provisions of this Agreement by operation of
law.

          (b)     By  the  Employee.  This Agreement and the obligations created
hereunder  may  not  be assigned by the Employee, but all rights of the Employee
hereunder  shall  inure  to  the  benefit  of  and  be enforceable by his heirs,
devisees,  legatees,  executors,  administrators  and  personal representatives.

     13.     Notices.  All  notices  required or permitted to be given hereunder
shall  be  in  writing  and  shall  be  deemed to have been given when mailed by
certified  mail,  return receipt requested, or delivered by a national overnight
delivery  service  addressed  to  the  intended  recipient  as  follows:

               If  to  the  Employer:

               Q-Net  Technologies,  Inc.
               Suite  4200
               One  Liberty  Place
               Philadelphia,  PA  19103

               If  to  the  Employee:

               Fredric  R.  Mann,  II
               226  W.  Rittenhouse  Square
               Philadelphia,  PA  19103

                                    A-6
<PAGE>

Any party may from time to time change its address for the purpose of notices to
that  party  by  a  similar  notice specifying a new address, but no such change
shall  be  deemed  to have been given until it is actually received by the party
sought  to  be  charged  with  its  contents.

     14.     Waivers.  No  claim  or  right  arising  out of a breach or default
under this Agreement shall be discharged in whole or in part by a waiver of that
claim or right unless the waiver is supported by consideration and is in writing
and  executed by the aggrieved party hereto or his or its duly authorized agent.
A waiver by any party hereto of a breach or default by the other party hereto of
any  provision  of  this  Agreement  shall  not  be  deemed  a  waiver of future
compliance therewith, and such provisions shall remain in full force and effect.

     15.     Survival  of  Covenants.  The  provisions of Sections 6, 7, 8 and 9
hereof  shall  survive  the  termination  of  this  Agreement.  Furthermore, any
provision  of  this Agreement which provides a benefit to the Employee and which
by  the  express  terms  hereof  does  not terminate upon the termination of the
Employee's  employment shall remain binding upon the Employer until such time as
such  benefits  are  paid  in  full  to  the  Employee  or  his  successors.

     IN  WITNESS  WHEREOF, this Agreement has been executed by the parties as of
the  date  first  above  written.


                                   Q-NET  TECHNOLOGIES,  INC.
                                       /s/ Weiguo  Lang
                                   By:_______________________________
                                             Chairman
                                        Title:________________________


                                   /s/ Fredric  R.  Mann
                                   ___________________________________
                                   Fredric  R.  Mann,  II


                                    A-7
<PAGE>