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                                                                   Exhibit 10.13


THIS AGREEMENT is made the 1st day of February 1999

BETWEEN


(1)      Lite Charter (China) Limited, a limited company incorporated in Hong
         Kong whose registered office is situate at Block A2, 8th Floor, Yip
         Fung Industrial Building, 28-36 Kwai Fung Crescent, Kwai Chung, New
         Territories, Hong Kong ("Party A") of the one part; and

(2)      Cheng Chao Ming of Rooms 1006, 1008 and 1009, West Tower, Shun Tak
         Centre, 168-200 Connaught Road Central, Hong Kong ("Party B") of the
         other part.

WHEREBY IT IS AGREED:

1. Party A agrees to engage Party B as its consultant to provide various
consultancy services ("the Consultancy Services") to its clients on the various
consultancy projects undertaken or intended to be undertaken by Party A ("the
Consultancy Projects"). Party B agrees to accept the engagement in accordance
with the terms and conditions and hereinafter provided.

2. The Consultancy Services to be provided by Party B shall include the follows:

                  (a)      To give preliminary advice and opinions on the
                           feasibility of the Consultancy Projects to Party A
                           and its clients;

                  (b)      To negotiate with Party A's clients for the terms and
                           conditions upon which the Consultancy Services shall
                           be provided;

                  (c)      To prepare consultancy agreements ("the Consultancy
                           Agreements") to be entered between Party A and its
                           clients for the provision of the Consultancy
                           Services;


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                  (d)      To prepare and provide detailed plannings and
                           proposals for consideration by Party A and its
                           clients; and

                  (e)      To perform the works under and in strict adherence to
                           and compliance with the Consultancy Agreements.

3. In providing/performing the Consultancy Services, Party B shall:

                  (a)      conduct diligently such analysis, inspections,
                           plannings, co-ordination, negotiation, travelling,
                           conference holding, promotional activities,
                           functional events, ceremony holding, discussion,
                           studying, reporting and all other matters as may be
                           necessary for or incidental to the proper performance
                           of the Consultancy Services; and

                  (b)      give such advice, opinions and recommendations from
                           time to time as to the progress of the Consultancy
                           Projects to Party A and its clients.

4. In performing the Consultancy Services, Party B may and shall have the
authorities on behalf of Party A:

                  (a)      to engage solicitors, accountants or such other
                           professionals as may be necessary for the purposes of
                           obtaining professional advice and opinions; and

                  (b)      generally to incur such expenses as may be necessary
                           for or incidental to the proper performance of the
                           Consultancy Services.

5. Party A undertakes:

                  (a)      To provide full supporting services to facilitate
                           Party B in the performance of the Consultancy
                           Services, including the provision of


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                           office space and facilities and clerical and
                           secretarial staffing supports; and

                  (b)      To reimburse Party B of all such expenses incurred by
                           Party B for travelling, entertainment, overseas
                           accommodations etc. as may be necessary for the
                           performance of the Consultancy Services.

6. In dealing with the clients of Party A, Party B shall ensure that each and
every aspect of the Consultancy Services shall be provided in the name of Party
A.

7. No employment relationship shall be created between Party A and Party B by
virtue of anything stipulated in this Agreement.

8. During the continuance of this Agreement, Party B may accept other
engagements or carry on its own business(es) PROVIDED that in accepting such
other engagements or carrying on its own business(es) Party B shall not act in
any way which would result in there being any competition (directly or
indirectly) between Party A and Party B or any other person(s).

9. In performing the Consultancy Services, Party B shall ensure that any
information in the business, the clients, the projects and all other aspects of
Party A which shall come to the knowledge of Party B are strictly confidential
and shall not under any circumstances be revealed, divulged, disclosed or
conveyed to any other person except in strict compliance with the instructions
given by Party A or such revelation, divulgence, disclosure or conveyance is
necessarily made under the normal operation of the business of Party A.

10. The Consultancy Services are to be provided/performed by Party B on a best
effort basis only PROVIDED that in giving any advice or opinion or
recommendation, Party B shall bone fide hold the same AND PROVIDED FURTHER that
Party B hereby warrants that it does hold and possess such expertise,
competence, business and social


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relationship as to make it adequately equipped to provide/perform the
Consultancy Services.

11. In consideration of the provision of the Consultancy Services by Party B in
the manners above-mentioned, Party A agrees that Party B shall receive an annual
consultancy fee equal to 2% of the gross annual incomes (to be ascertained from
the audited accounts) of Party A for every complete accounting year of service
provided by Party B to Party A. In case the Consultancy Services is not provided
for the whole of any complete accounting year of Party A, such consultancy fee
shall be calculated pro-rata.

12. Party A hereby declares and warrants that the ambit of the Consultancy
Services and the Consultancy Projects are of consultancy and organization nature
only with a view to facilitating the implementation of the underlying projects
contemplated by Party A's clients and do no (nor shall anything said above so
construed) include any work involving the actual implementation of such
underlying projects nor the actual realization thereof (including, but not
limited to, any site formation work; building/premises/structure construction
work machine/facility installation/assembling work; supervision thereof; etc.).

13. Party B undertakes that it shall perform its duties under this Agreement in
such a manner that during any continuous period of 12 months, Party B shall not
perform its duties under this Agreement in the Peoples Republic of China for any
period or periods, the length or the aggregated length of which shall exceed 6
months.

14. Party B further undertakes that it shall perform all its duties under this
Agreement outside the territories of the Hong Kong Special Administrative
Region.

15. This Agreement shall be valid for a period of 3 years commencing on the date
hereof PROVIDED that each of the parties may give to the other 3 month's prior
written notice to terminate it. Such notice of termination may not be given by
either party before the expiration of 18 months from the date hereof.


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16. Any notice required to be served or given under this Agreement shall be in
writing and may be sent to the party's addresses given above by facsimile
transmission or registered post. If sent by registered post, such notice shall
be deemed to be received by the other party with 2 working days of such posting.
If sent by facsimile transmission, such notice shall be deemed to be received
upon confirmation of its transmission.

17. This Agreement shall take effect on 1st January 1999 and shall be deemed
made on that day.

18. This Agreement shall be interpreted and governed by the English laws and the
parties hereto submit to the non-exclusive jurisdictions of the English courts.


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SIGNED by Sit Yik Leung          )
                                 )
for and on behalf of Party A     )
                                 )
in the presence of :             )





SIGNED by Party B                )
                                 )
in the presence of :             )


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