<PAGE>


                                                                    Exhibit 10.1

                                                              DATED 6 MARCH 2002

                    FU CHEONG INTERNATIONAL HOLDINGS LIMITED

                                       and

                                 HO WING CHEONG

                                SFRVICE AGREEMENT

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INDEX
-----

Parties

Recitals

Clause No.

1.  Interpretation ........................................................    1
2.  Appointment ...........................................................    2
3.  Duties ................................................................    3
4.  Outside Interests .....................................................    4
5.  Remuneration and Expenses .............................................    4
6.  Sick Leave Entitlements ...............................................    5
7.  Retirement Fund Scheme Participation ..................................    6
8.  Holidays ..............................................................    6
9.  Confidentiality .......................................................    7
10. Copyright and Invention ...............................................    7
11. Restrictive Covenants .................................................    8
12. Termination ...........................................................   11
13. Effect of Termination .................................................   12
14. Indemnity .............................................................   12
15. Effect of Reconstruction ..............................................   13
16. Entire Agreement ......................................................   13
17. Prior Agreements ......................................................   13
18. Service of Notice etc .................................................   13
19. Assignment ............................................................   14
20. Proper Law and Forum ..................................................   14


                                       2

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TELLS AGREEMEENT is made on 6 March 2002
BETWEEN

(1)     FU CHEONG INTERNATIONAL HOLDINGS LIMITED, a company incorporated under
        the Companies Law (Revised) of the Cayman Islands as an exempted company
        the registered office of which is at Century Yard, Cricket Square,
        Hutchins Drive,, P.O. Box 2681GT, George To Am, Grand Cayman, British
        West Indies and whose address for service is at Unit 2, 34th Floor,
        Cable TV Tower, 9 Hoi Shing Road, Tsuen Wari, New Territories, Hong Kong
        (the "Company"); and

(2)     HO WING CHEONG of Flat E, 6th Floor, Block 8, Royal Ascot, Shatin, New
        Territories, Hong Kong (the "Executive").


RECITAL

        The Company has agreed to employ and the Executive has agreed to serve
the Company as an executive director of the Company on the terms and conditions
set out below.

NOW IT IS AGREED as further

1.      INTERPRETATION

1.1     In this Agreement, unless the context otherwise requires: "this
        Agreement" means this Agreement as may from time to time be amended,
        modified or supplemented pursuant to Clause 16.2;

        "Associates"
               shall have the meaning as defined in the Rules Governing the
               Listing of Securities on The Stock Exchange of Hong Kong Limited;

        "Board"
               means the Board of Directors of the Company from time to time;

        "Commencement Date"
               means 1 August 2001;

        "Group"
               means the Company and any company which is for the, time being a
               subsidiary or an Associate of the Company (excluding, except in
               relation to Clause 11, the holding company of the Company and any
               Associate of such holding company if the Company has an
               attributable interest of less than 35 per cent. of the issued
               share capital of such Associate);

         "Hong Kong"
               means the Hong Kong Special Administrative Region of the
               People's Republic of China;



         "Month"
               means calendar month;


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         "Salary"

               means the salary payable to the Executive pursuant to Clause 5.1;

         "Subsidiary"
               shall have the meaning ascribed thereto in section 2 of the
               Companies Ordinance, Chapter 32 of the laws of Hong Kong;

         "Term"
               means the period from the Commencement Date until its expiry or
               termination pursuant to Clause 2 or 12;

         "Working day"
               means Monday to Saturday, a Saturday being reckoned as a half
               working day, in each case except where such day falls on a
               statutory holiday.

1.2     In this Agreement:

        (a)     references to Clauses and Sub-clauses in this Agreement are
                respectively to clauses and sub-clauses of this Agreement;

        (b)     reference to any Ordinance, regulation or other statutory
                provision includes reference to such Ordinance, regulation or
                provision as may be modified, consolidated or reenacted from
                time to time;

        (c)     unless the context otherwise requires, words denoting a singular
                number include the plural and vice versa, words denoting one
                gender include both genders and the neuter and words denoting a
                person include a corporation, sole proprietorship, firm, joint
                venture or syndicate and, in each case, vice versa; and

        (d)     the rule known as ejusdem genesis shall not apply, so that words
                and phrases in general terms following or followed by specific
                examples shall be construed in the widest possible sense and
                shall not be construed as limited or related to the examples
                given.

1.3     The headings in this Agreement are for ease of reference only and do not
        form part of this Agreement.

2.      APPOINTMENT
        -----------

2.1     The Company appoints the Executive and the Executive accepts his
        appointment as an executive director of the Company with the duties
        described in Clause 3 for an initial term of three years from the
        Commencement ate and expiring on 31 July 2004 renewable automatically
        for successive terms of one year each commencing from the day next after
        the expiry of the then current term of the Executive's appointment,
        unless terminated by not less than 3 months' notice in writing served by
        either party expiring at the end of the initial term of the Executive's
        appointment or at any time thereafter. The same terms as set out in this
        Agreement shall mutatis mutandis apply to any renewed term of
        appointment of the Executive, save as to the Salary, the applicable
        amount of which shall be such as may be prevailing in the immediately
        preceding term of this Agreement.

2.2     For the purposes only of section 6(2)(c) of the Employment Ordinance,
        and subject to Clause 12.2, the "agreed period" during the initial term
        and any renewed term of the Executive's appointment hereunder shall be
        the unexpired period of the initial term and 3 months, respectively,
        and, where such unexpired period comprises 7 days or less, 7 days.


                                       4

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3.      DUTIES
        ------

3.1     The Executive shall during the Term:

        (a)    serve the Company in the capacity of a director of the Company
               with such executive and management responsibilities and duties
               with regard to the operations of the Group and the development
               and expansion of its business - as the Board may reasonably
               direct;

        (b)    unless prevented by ill health or engaged in businesses or
               offices in which the Executive is permitted to engage under
               Clause 4, devote a substantial part of his time, attention and
               abilities during normal business hours and such additional hours
               as may reasonably be requisite to administer, supervise and
               manage the, business of the Group and use his, best endeavors to
               promote the business interests and welfare of the Group and
               manage and supervise the, business of the Group;

        (e)    perform all such duties as shall be reasonably required by the
               Board and carry out all lawful and reasonable instructions of the
               Board and according to the best of his skill and ability and in
               compliance with all resolutions and regulations from time to time
               passed or made by the Board; and

        (d)    at all times keep the Board promptly and fully informed of all
               matters relating to or in connection with the performance and
               exercise of his duties and powers under this Agreement.

3.2      The Executive shall, if and so long as he is required by the Company
         and in consideration of the Salary but subject to the proviso in Clause
         3.1, carry out the duties of his office on behalf of any Member of the
         Group, act as director, officer or employee of any member of the Group
         and carry out such duties attendant in any such appointment as if they
         were duties to be performed by him on behalf of the Company under this
         Agreement and, if so required by the Company, enter into such
         secondment agreement for such purpose with other member of the Group on
         the same terms as this Agreement mutatis mutandis (so far as applicable
         and save as regards all entitlements to the Salary or other benefits
         whatsoever, which shall not apply).

3.3.     The Company may from time to time and at any time assign any title to
         the Executive and any other duties to the Executive in addition to or
         in substitution of any title then held by the Executive (including, for
         the avoidance of doubt, that of a director) and the duties (if any)
         then assigned to him.

3.4      The Executive shall work in any place in Hong Kong or any part of the
         world which the Board may require, for the proper performance and
         exercise of his duties and powers under this Agreement

4.       OUTSIDE INTERESTS
         -----------------

4.1      The Executive shall not at any time during the Term without the prior
         written consent of the Board be or become a director of any company
         (other than the Company or any other member of the Group) or be engaged
         concerned or interested directly or indirectly in any other business,
         trade or occupation.

4.2      Nothing in this Agreement shall prevent the Executive from:

(a)      being engaged, concerned or interested in any other business, trade or
         occupation with the prior written consent of the Board (such consent
         not to be unreasonably withheld). or which is disclosed in the
         Prospectus (to the extent of the activities disclosed); or

(b)      subject to the provisions of Clause 11.6(a) holding or being
         beneficially interested in any class of securities in any company if
         such class of securities is listed on a stock exchange and the relevant
         company does not carry on any business, which competes in any way with
         the business of the Group.

4.3      The following provisions shall apply in relation to any application for
         consent under Clause 4.2(a);


                                       5

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         (a)      the Executive shall furnish to the Board a detailed statement
                  of the exact nature of the business, trade or occupation in
                  which he wishes to engage, the exact nature of the duties and
                  obligations imposed on and the extent of commitment required
                  of or to be assumed by him and the amount of time that he
                  intends to devote and is likely to be devoted for such
                  purpose;

         (b)      if the Board is reasonably satisfied that the nature of the
                  business, trade or occupation in which the Executive wishes to
                  be engaged is unlikely to conflict with and that the time
                  likely to be devoted by the Executive for such business trade
                  or occupation is unlikely to adversely affect the business of
                  the Group, consent shall be given by it to the Executive for
                  his engagement in such business, trade or occupation;

         (e)      the Executive shall (as a condition precedent to such consent)
                  furnish to the Board an undertaking that the matter
                  represented in the statement referred to in Clause 4.3(a) will
                  at all times during the Term remain correct and. accurate and
                  that he will not during the Term act in variance thereof.

5.  REMUNERATION AND EXPENSFS
    -------------------------

5.1 In consideration of the performance by the Executive of his duties
hereunder, the Company shall (subject to Clause 6.1) during the Term pay to the
Executive a Salary of HK$150,000 for each month of the Term together with an
additional payment equivalent to one-month salary payable in or around January
of each calendar year during the Term provided that if at the date of payment of
such sum the Executive shall be employed by the Company for less than twelve
(12) months, the amount of such payment shall be prorated accordingly subject to
such increase as the Board may, subject to compliance with the provisions of the
articles of association of the Company for the time being in force, determine
from time to time in its absolute discretion provided that such increase shall
not exceed the percentage stipulated under Clause 5.3.

5.2 The Salary shall be payable in arrears on or before the last calendar day of
every month during the Term or, if that is not a bank business day, on the
immediately preceding bank business day. Such payment date may be varied by the
Company from time to time but so that the Salary for a particular month shall
not be paid later than the last day of that month.

5.3 The amount of the Salary will riot be increased for periods prior to 31 July
2002 but will be reviewed by the Company in or around April of each year during
the Term. Any increase in Salary shall, unless specified by the Board, become
effective for all periods after April of the year in which it is notified to the
Executive. Such increase in Salary shall not exceed 15 percent per annum of the
amount of Salary paid during the previous 12 month period.

5.4 The Executive shall be entitled to a management bonus in respect of each
financial year of the Company after 31 December 2001 in an amount to be
determined by the Board in its absolute discretion, provided that the total
amount of bonuses payable to all the executive directors for the time being of
the Company shall not exceed five (5) percent. of the combined or, as the case
may be, consolidated audited net profit of the Group (after taxation and
minority interests and the payment of such bonuses but before extraordinary
items) for that financial year. Payment of such bonus shall be made on such date
as the Board may resolve. The Executive may not vote, on any resolution of the
Board regarding the amount of the management bonus payable to the executive
directors.

5.5 The Executive may, at the discretion of the Board, be granted share options
entitling the Executive to subscribe for shares in the Company under any share
option scheme from time to time adopted by the Company in accordance with the
terms and conditions of such share option scheme.

5.6 The Company shall pay to the Executive all reasonable expenses properly
incurred by the Executive in connection with the performance of the duties of
the Executive under this Agreement, and all reasonable expenses incurred by the
Executive for gifts, made to business associates or prospective business
associates of the Group, in each case subject to such expenses being evidenced
and vouched for in such manner as the Board may reasonably require.

5.7      In addition to the Salary, the Company shall also during the Term pay
         to the Executive personal allowances of HK$90,000 per month.

6.       SICK LEAVE ENTITLEMENTS
         -----------------------


                                       6

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6.1      The Executive shall be entitled to his full Salary (if any) during
         periods of absence due to ill health or sickness properly vouched for
         in accordance with the reasonable requirements of the Board provided
         that the aggregate period of absence in any 12 month period does not
         exceed 120 working days.

7.      RETIREMFNT FUND SCHEME PARTICIPATION
        ------------------------------------

7.1      The Executive shall be entitled during the Term to participate in and
         the Company shall procure that the Executive is offered participation
         in the Company's retirement or provident fund scheme (if any, and/or
         such other scheme as the same may from time to time be supplemental
         thereto or for the replacement thereof). The terms on which
         participation in such scheme (and/or such other scheme as aforesaid)
         shall be offered to the Executive shall be the same as those applicable
         to other employees of the Group.

7.2      For the purpose of section 32, Employment Ordinance, it is agreed that
         the Company may deduct from the Salary the amount of any contribution
         payable by the Executive under any scheme, in which the Executive may
         elect to participate.

8.      HOLIDAYS
        --------

8.1      The Executive shall during the Term be entitled to paid leave of
         absence of 45 working days (in addition to the usual public holidays)
         for every consecutive period of 12 month, which shall be taken by the
         Executive at such time or times as shall be mutually convenient to the
         Executive and the Company. Accrued paid leave may be carried forward up
         to a maximum of 90 working's or, at the option of the Executive, a
         payment in lieu thereof to be calculated on the following basis or such
         other basis as the parties may reasonably agree shall be made to the
         Executive:

                P = DIN x S x 12

        where:

                P is the amount of the payment in lieu

                D is the number of working days of accrued leave which are not
                  carried forward into the following year

                N is the total number of working days in the year

                S is the Salary at the end of the year in which the untaken
                  leave accrued

8.2      The following arrangements shall apply whenever the Executive is
         required to travel outside Hong Kong in the performance of his duties
         under this Agreement:

(a)      ordinary class travel tickets shall be provided to the, Executive;

(b)      full reimbursement shall be made to the Executive for meal expenses
         reasonably incurred by him;

(C)      full reimbursement shall be made to the Executive for all travel
         expenses reasonably incurred by him,

(d)      accommodation at an international class hotel shall be provided to the
         Executive;

         -and if ordinary class travel or international class hotel
         accommodation is unavailable to or at the city to which the Executive
         is required to travel, the business class of travel and accommodation
         available shall be provided to the Executive,

8.3      For the purposes of the Employment Ordinance, the "leave period" of the
         Executive shall end on 31 December of each year.



                                       7

<PAGE>



9.       CONFIDENTIALITY
         ---------------

9.1      The Executive shall not at any time during or after the Term use,
         divulge or communicate to or cause or enable any third party (other
         than any officer or employee of any member of the Group whose province
         it is to know the same) to become aware of or use, take away, conceal,
         destroy or retain for his own or some other person's advantage or to
         the detriment of any member of the Group any secret, confidential or
         other information, including but not limited to any of the
         technological, know-how or information used or applied or which may be
         used or applied by the Group in relation to its business or potential
         business or which the Group has obtained from any third party on terms
         that restrict its disclosure or use, other confidential technical
         information, any of the trade secrets, clients' list, accounts,
         financial or trading information or other confidential or personal
         information which the Executive may receive or obtain in relation to
         the business, finances, dealings or affairs of any member of the Group
         or any principal, joint venture partner, contracting party or client of
         the Group including any information regarding the products, services,
         research program, projects or other technical data, know-how or
         specifications, or the finances, proposals, contractual arrangements,
         principals, joint venture partners, contracting parties, clients,
         employees or agents of any member of the Group, provided that this
         provisions of this Clause shall not apply to any information or
         material which is in the public domain other than as a result of any
         unauthorized disclosure.

10.     COPYRIGHT AND INVENTIONS
        ------------------------

10.1     In consideration of the Salary payable to the Executive under this
         Agreement, the Executive acknowledges that all rights of copyright,
         design trade and service marks which result from or are suggested by
         anything arising in the course of or in connection with his employment
         under this Agreement (in particular but without limitation rights to
         all concepts, designs, drawings, sketches, schemes, models and
         specifications) shall belong absolutely to the Company and the
         Executive hereby assigns the same to the Company by way of present and
         future assignment to hold the same unto the Company absolutely
         throughout all countries and places of the world.

10.2     If at any time during the Term the Executive shall either alone or
         jointly make, discover or acquire any business concept or idea,
         invention, discovery, design, copyright work, development, improvement,
         process and secret whatsoever or any interest therein (whether the
         subject of letters patent or not) which shall relate to or concern any
         of the services, products or methods of conducting business or the
         production of any matter whatsoever of or by any member of the Group or
         any of the clients of the Group (hereafter together referred to as an
         "Invention"), or if details of any Invention shall be communicated to
         the Executive by any other employee of any member of the Group, then:

         (a)      the Executive shall forthwith in writing communicate full
                  details thereof including all necessary plans and models to
                  the Board or as the Board may direct;

         (b)      any Invention made or discovered by the Executive or his share
                  therein if made or discovered jointly shall belong to and be-
                  the absolute property of the relevant member of the Group;

         (c)      at the request of the relevant member of the Group and both
                  during the Term and after its expiry or termination the
                  Executive shall at the expense of that member of the Group or
                  its nominee as part of his duties under this Agreement join
                  with and assist that member of the Group or its nominee in
                  obtaining and/or renewing letters patent, copyright, design
                  and/or trade or service mark registration or other like
                  protection in such countries as the ]3oard may direct for any
                  Invention and shall execute such deeds and documents and carry
                  out such acts as may be necessary for vesting in that member
                  of the Group or its nominee as the case may be the sole
                  beneficial right in any Invention;

         (d)      none of the members of the Group shall he under any liability
                  to account to the Executive for any revenue or profit derived
                  or resulting from any invention.

10.3     The Executive hereby irrevocably and by way of security appoints each
         Executive of each member of the Group from time to time to be his
         attorney and in his name and on his behalf to. do and execute any such
         act or instrument as may be


                                       8

<PAGE>


         necessary for the purpose of implementing the provisions of this Clause
         10. The Executive agrees to confirm and ratify all such acts and
         instruments.

11.     RESTRICTIVE COVENANTS
        ---------------------

11.1     The Executive covenants with and undertakes to the Company that he
         shall not and that he will procure that none of his Associates will:

         (a)      at any time during the Term or within 12 months from the date
                  of the expiry or the sooner determination of the Term in any
                  part of the world either alone or jointly with or as manager
                  or agent for any person, firm or company directly or
                  indirectly and whether or not for gain:

                  (i)      engage, employ or solicit for employment by any
                           person in any business any employee, former employee,
                           agent or former agent of any member of [be Group
                           (save and except former employees whose employment
                           with the Group has been terminated for a period of
                           not less than one year prior to their engagement by
                           the Executive); or

                  (ii)     be interested in any project or proposal on behalf or
                           for the benefit of any person who within 12 months
                           prior to the expiry or sooner determination of the
                           Term is a principal, joint venture partner,
                           contracting party or client or a potential principal,
                           joint venture partner, contracting party or client of
                           the Group or an Associate of any of the foregoing
                           and, for this purpose, a potential principal, joint
                           venture partner, contracting party or client is any
                           person to whom the Group has made a proposal or
                           presentation with a view to scouring appointment as a
                           consultant or the provision of services of the Group,
                           co-operation for a business venture or undertaking,
                           the entering into of any material contract for the
                           development of the Group's business or instructions
                           for an assignment;

                  (iii)    be interested in any project or proposal for the
                           acquisition, turning to account, development of or
                           investment in:

                           (aa)     any business or asset in which any member of
                                    the Group was during the Term considering to
                                    acquire, turn to account, develop at invest,
                                    unless the Group shall have decided against
                                    such acquisition, turning to account,
                                    development of investment or invited the
                                    Executive or his Associates in writing to
                                    participate in, or consented in writing to
                                    the Executive or his Associates'
                                    acquisition, turning to account or
                                    development of or investment in, such
                                    business or asset; or

                           (bb)     any asset of any member of the Group, unless
                                    such asset is offered by the relevant member
                                    of the Group for sale to, turning to account
                                    or development by third parties; or

                  (iv)     be engaged or interested in or concerned with the
                           business of the manufacture and sale of printed
                           circuit boards or any other principal businesses
                           carried on from time to time by any member of the
                           Group during the Term;

         (b)      at any time after the expiry of the Term or its sooner
                  determination use for any purpose whatsoever the name or
                  trading style of any member of the Group in Hong Kong and the
                  People's Republic of China or any other part of the world or
                  represent himself or themselves as carrying on or continuing
                  or being connected With any member of the Group or (where
                  applicable) any of its shareholders or their respective
                  business.

11.2     Since the Executive has obtained and is likely to obtain in the course
         of his employment hereunder Trade Secrets and other Confidential
         Information and since the Executive has and is likely to obtain during
         the course of his employment hereunder personal knowledge and influence
         over principals, joint venture partners, contracting parties, clients,
         staff, officers and agents of the Group, the Executive hereby agrees
         with the Company that in addition to the restriction containedin Clause
         9 he will not at any time during or for a period of two years after the
         expiry of the Term or its sooner determination use either on his own
         account or for others or partly for himself and partly for others or to
         the detriment of


                                       9

<PAGE>


         any member of the Group such Trade Secrets or other Confidential
         Information, save in each case with the prior written consent of the
         Company.

11.3     The Company hereby covenants with and undertakes in favor of the
         Executive that neither it nor any member of the Group will after the
         expiry of the Term or its sooner determination use the Executive's name
         or represent that the Executive is carrying on or continuing to be or
         being connected with any member of the Group or their businesses
         whether in Hong Kong, the People's Republic of China or elsewhere,

11.4     For the purposes of Clause 11.1;

         (a)      "employee" includes any staff of any of the sub-contractors of
                  any member of the group or any successor thereof; and

         (b)      "assets" include intellectual property rights and know-how of
                  all form and description that are related to any of the
                  principal businesses carried on from time to time by any
                  member of the Group during the Term and all licenses and
                  rights to use or apply any such rights or know-how.

11.5     For the purposes of Clause 11.2;

         (a)      "Trade Secrets" means trade secrets including knowledge of and
                  know-how in connection with the Group or any of its products,
                  businesses or proposed products or businesses and which are so
                  confidential as to require protection as trade secrets; and

         (b)      "other Confidential Information" means:

                  (i)      any information imparted to the Executive on the
                           express basis that it is confidential; and

                  (ii)     any other information or knowledge received or
                           obtained by the Executive which if used, divulged or
                           communicated to any person other than in accordance
                           with Clause 9 would have infringed the restriction in
                           that Clause.

11.6     Nothing in this Clause 11 (other than Clauses 11.2 and 11.7) shall
         apply to:

         (a)      the direct or indirect holding of any securities listed on a
                  stock exchange where the total voting rights exercisable at
                  general meetings of the company concerned as represented by
                  such holding do not exceed 5 per cent. of the total voting
                  rights attaching to the securities of the same class as that
                  held by the Executive and/or his Associates, Provided That
                  neither the Executive nor any of big Associates participate in
                  or are otherwise involved in the management of the company; or

         (b)      the holding by the Executive or any of his Associates of any
                  securities, of the Company or its holding company.

11.7 The Executive warrants to and in favour of the Company that save through
his interests and the interests of his Associates in the Company or his
employment by the Company pursuant to this, Agreement, neither lie nor any of
his Associates is on the date of this Agreement engaged or interested in or is
concerned with in Hong Kong and the People's Republic of China or elsewhere any
of the specific businesses referred to in Clause 11.1 (a)(iv). The warranty
contained in this Clause shall be deemed repeated by the Executive every day
during the Term.

11.8 While the restrictions contained in this Clause 11 are considered by the
par-ties to be reasonable in all the circumstances it is agreed that if any one
or more of such restrictions shall either taken by itself or themselves together
be adjudged to go beyond what is reasonable in all the circumstances for the
protection of the legitimate business of the Group but would be adjudged
reasonable if any particular restriction or restrictions were deleted or if any
part or parts of the wording thereof were deleted, restricted or limited in a
particular manner, then the restriction contained in this Clause 11 shall apply
with such deletion, restriction or limitation as the case may be.



                                       10

<PAGE>


11.9 In the event of and notwithstanding the expiry of the Term or its sooner
determination, each of the parties covenants with and undertakes to the other of
them that it or he will at all times and in all respects continue to observe and
comply with the provisions of this Clause 11 during the time periods stipulated
in this Agreement.

12. TERMINATION
    -----------

12.1 The Company may forthwith terminate the appointment of the Executive under
this Agreement prior to the expiry of the Term by service of a notice in writing
to such effect to the Executive if.

         (a)      the Executive shall be disqualified to act as a director of
                  any member of the Group under any applicable law or rules of
                  any stock exchange;

         (b)      the Executive shall be guilty of any dishonesty, gross
                  misconduct or willful neglect of duty or shall commit any
                  continued material breach of the terms of this Agreement after
                  written warning (other than a breach which being capable of
                  remedy shall be remedied by the Executive to the satisfaction
                  of the Board within 30 days upon his being called upon to do
                  so in writing by the Board);

         (c)      the Executive shall be guilty of conduct likely to bring
                  himself or any member of the Group into disrepute;

         (d)      the Executive shall become bankrupt or make any arrangement or
                  composition with his creditors or as a receiving order made
                  against him;

         (e)      any company (other than a member of the Group) in which the
                  Executive is a director or a direct or indirect shareholder
                  goes into liquidation or becomes insolvent or suffers the
                  presentation of a winding up petition or analogous proceedings
                  brought against it;

         (f)      the Executive is convicted of any criminal offence (other than
                  an offence which in the reasonable opinion of the Board does
                  not affect his position in the Company);

         (g)      the Executive persistently refuses to carry out any reasonable
                  lawful order given to him in the course of his employment or
                  persistently fails diligently to attend to his duties
                  hereunder; or

         (h)      the Executive shall during the Term be absent (other than
                  during periods of holiday) for an aggregate period of 120
                  working days;

         (i)      there is any material or persistent deviation by the executive
                  from any matter or circumstances represented by him in the
                  statement referred to in Clause 4.3(a); or

         (j)      the Executive is in material breach of any of the terms of the
                  undertaking referred to in Clause 4.3(c),

12.2     The Company may, if it is advised that it is not entitled under the
         Employment Ordinance to terminate this Agreement by immediate notice
         pursuant to Clause 12.1, terminate this Agreement upon the occurrence
         of any of the events specified in that Clause by 7 days' notice in
         writing served on the Executive and, in such event the "agreed period"
         for the purpose of section 6(2)(c) of the Employment Ordinance shall be
         7 days.

12.3     The Executive shall have no claim against the Company for damages or
         otherwise by reason of termination under this Clause 12 and no delay or
         forbearance by the Company in exercising any such right of termination
         shall constitute a waiver of that right.

13.     EFFECT OF TERMINATION
        ---------------------

13.1     All documents, records, correspondence, client lists, accounts,
         statistics, equipment or other property relating to the businesses or
         affairs of any member of the Group (including all those items referred
         to in Clause 9) kept in



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<PAGE>


         the possession or under the control of the Executive and all copies
         thereof or extracts therefrom made, by or on behalf of the Executive
         shall be and remain the property of the relevant member of the Group
         and shall be. delivered up to the Company upon the expiry of the Term
         or its sooner determination.

13.2     If the Executive is at any time appointed a director of any member of
         the Group, he shall on or after the expiry of the Term or its sooner
         determination resign in writing from any office held by him as such
         director and from all other offices held by him with any member of the
         Group and to execute an acknowledgment under seal to the effect that he
         has no claims against the Company or any other member of the Group (as
         the case may be) for compensation for loss of office or otherwise.

13.3     The Executive shall upon the expiry of the Term or its sooner
         determination transfer, without payment and in such manner as the
         Company may require, all such shares in any of the Company's
         subsidiaries or associated companies as withheld by him as nominee for
         any member of the Group.

13.4     In the event of the Executive failing to take any of the actions
         required to be taken by him under Clauses 13.2 or 13.3 forthwith on
         request by the Company, the Company is hereby irrevocably and by way of
         security appointed the attorney of the Executive to appoint some person
         in the name of and on behalf of the Executive to sign, seal and deliver
         resignations to the irrelevant member of the Group and instruments of
         transform of the relevant shares and to file such returns or take such
         other action as may be necessary or desirable under the Companies Law
         (2000 Revision) of the Cayman Islands, the International Business
         Companies Ordinance (Cap.291 of the laws of the British Virgin
         Islands), the Companies Ordinance, the Stamp Duty Ordinance and other
         applicable legislation. The Executive agrees to confirm and ratify such
         documents and acts.

14.     INDEMNITY
        ---------

14.1     The Company agrees to indemnify and hold homeless the Executive on
         demand from and against any and all losses, claims, damages,
         liabilities, and expenses, including without limitation, any
         proceedings brought against the Executive, arising from the performance
         of his duties pursuant to or his appointment under this Agreement, so
         far as permitted by law, except in any case where the matter in respect
         of which indemnification is sought under this Clause was caused by the
         willful default or willful neglect of the Executive.

14.2     The Company shall if so required by the Executive during the Term take
         out and maintain for the benefit of the Executive an insurance policy
         against director's liability for such an amount and on such terms as to
         cover as the parties may reasonably agree, provided that the Company
         shall not be required to expend more than HK$2,500 per annum in payment
         of premiums on such policy.

15.     RFFECT OF RECONSTRUCTTON
        ------------------------

15.1     The Executive acknowledges that if before the expiration of the Term
         this Agreement is terminated by reason of die liquidation of the
         Company or the transfer of its business to another company for the
         purpose of reconstruction or amalgamation and he is offered employment
         with any concern or undertaking resulting from such reconstruction or
         amalgamation on terms and conditions which are both in form and
         substance no less favourable, taken as a whole than the provisions of
         this Agreement he will have no claim against the Company in respect of
         such termination, provided that there is no change of business or
         control resulting from such reconstruction or amalgamation, otherwise
         the Executive shall be entitled to terminate this Agreement, but
         neither the Company nor the Executive shall have any claim in respect
         of such termination.

16.     ENTIRE AGREEMENT
        ----------------

16.1     This Agreement embodies all the terms and provisions of and relating to
         the employment of the Executive by the Company and/or by any member of
         the Group.

16.2     The terms of this Agreement may only be varied in writing by the
         parties hereto or their duly authorized agents.



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<PAGE>


17.     PRIOR AGREEMENTS
        ----------------

17.1     This Agreement is in substitution for and shall supersede all former
         and existing agreements or arrangements made orally or in writing for
         the employment of the Executive by any member of the Group, which shall
         be deemed to have been cancelled with effect from the date of this
         Agreement and no party shall have any claim in respect of any such
         superseded agreements or arrangements.

18.     SERVICE OF NOTICE, ETC,
        ----------------------

18.1     Any notice, claim, demand, court process or other communication under
         this Agreement (collectively "communication" in this Clause 18) shall
         be in the English language and may be served or given personally or
         sent to the address (including cable. address), telex or facsimile
         numbers (if any) stated after the relevant party's name at the
         beginning of this segment or to such other address (which must be in
         Hong Kong), telex or facsimile numbers as may from time to time be
         notified in writing by one party to the other with specific reference
         to this Agreement, by the following means and the addressee of such
         communication shall be deemed to have received the same within the time
         stated adjacent to the relevant means of dispatch:

                  Means of dispatch                  Time of deemed receipt
                  -----------------                  ----------------------

                  Local mail or courier              24 hours
                  Telex                              on dispatch
                  Facsimile                          on dispatch
                  Air courier/Speedpost              3 days
                  Airmail                            5 days

18.2     A communication served in accordance with Clause 15. 1 shall be deemed
         sufficiently served and in proving service and/or receipt of a
         communication it shall be sufficient to prove that such communication
         was left at the addressee's address or that the envelope containing
         such communication was properly addressed and posted or dispatched to
         the addressee's address or that the communication was properly
         transmitted by telex, facsimile or cable to the addressee. In the case
         of communication by telex, such communication shall be deemed properly
         transmitted upon the receipt by the machine sending the telex the telex
         answerback of the addressee; and in the case of facsimile transmission,
         such transmission shall be deemed properly transmitted on receipt of a
         satisfactory report of transmission printed out by the sending machine.

18.3     Nothing in this Clause 18 shall preclude the service of communication
         or the proof of such service by any mode permitted by law.

19.     ASSIGNMENT
        ----------

19.1     Save as provided under Clause 3.2, none of the rights or duties of the
         Company or the Executive, under this Agreement may be assigned,
         transferred, subcontracted or delegated.

20.     PROPER LAW AND FORUM
        --------------------

20.l     This Agreement shall in all respects be interpreted and construed in
         accordance with and governed by Hong Kong law and each of the parties
         hereto hereby irrevocably submits to the nonexclusive jurisdiction of
         the Hong Kong courts and waives all defenses to any action arising
         hereunder brought in the courts of Hong Kong on the ground that such
         action is brought in an inconvenient forum.

        IN WITNESS whereof the parties hereto entered into this Agreement the
day and year first above written.

SIGNED for and on behalf of

FU CHEONG INTERNATIONAL HOLDINGS LIMITED



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<PAGE>


by

one of its directors,

in the presence of:

Witness to all the above signatures;

Witness' signature:

Witness' name:

Witness' address:

Witness' occupation:


SIGNED, SEALED and DELIVERED by
HO WING CEIEONG

in the presence of:



Witness to all the above signatures:

Witness' signature:

Witness' name:

Witness' address;

Witness' occupation:




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