<PAGE>







                                                                    Exhibit 10.3

                                                              DATED 6 MARCH 2002


                      FU CHEONG INTERNATIONAL HOLDIINGS LTD

                                       and

                                  KWOK SHUK WAH

                                SERVICE AGREEMENT



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Parties

Recitals

Clause No.

1.     Interpretation .....................................................    1
2.     Appointment ........................................................    2
3.     Duties .............................................................    3
4.     Outside Interests ..................................................    4
5.     Remuneration and Expenses ..........................................    5
6.     Sick Leave Entitlements ............................................    5
7.     Retirement Fund Scheme Participation ...............................    6
8.     Holidays ...........................................................    6
9.     Confidentiality ....................................................    7
10.    Copyright and Inventions ...........................................    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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THIS AGREEMENT 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 Town, Grand Cayman,
         British West Indies and whose address for service is at Located 2, 34th
         Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories,
         Hong Kong (the "Company"); and

(2)      KWOK SHUX WAH of Flat 5, 6th Floor, Block A, Phase 11, Golden Lion
         Garden, 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 follows:

1. INTERPREATION

1.1      In this Agreement, unless the context otherwise requires: "this
         Agreement"
                  means in this Agreement as my 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 II, 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 sham 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 generis 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 case of reference only and do
         not form pat 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 Date 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 term
         as set out in this Agreement than mutatis mutandis apply to any renewed
         term of appointment of the Executive,, saw as to the Salary, the
         applicable amount of which shall be such as may be prevailing in the
         immediately proceeding 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


                                       4

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         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.

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, devotes a substantial part of his time, attention
                  and abilities during normal business hours and such additional
                  hours as may reasonably be requisite to administer, supervises
                  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 Croup;

         (c)      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 she 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 on any such appointment as if they were duties to be performed by her
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
members 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
her.

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.       OUSTIDE 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


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                  company does not carry on my business which compromises 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):

         (a)      the Executive shall furnish to the Board a detailed statement
                  of the exact nature of the business, trade or occupation in
                  which she 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 her and the amount of time that she
                  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 compete 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;

         (c)      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 Tem remain correct and, accurate and
                  that he will not during the Term act in variance thereof.

5.      RENUMERATION AND EXPENSES
        -------------------------

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$20,000 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 pro-rated 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 cash 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 not 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 per cent per annum of the amount of Salary
         paid during the previous 12 month period.

5.4      The Executive shall be entitled to a n7anagement bonus in respect of
         each financial year of the Company after 31 December 2001 in an amount
         to he 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) per cent. 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,


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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.

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

6.1      The Executive shall be entitled to his fall 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.      RETIREMENT 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 an 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 14 working days (in addition to the usual public holidays)
         for every consecutive period of 12 months, which shall be taken by the
         Executive at such time or times as shall he mutually convenient to the
         Executive and the Company. Accrued paid leave may be carried forward up
         to a maximum of 28 working days 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



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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 "I be made to the Executive for meal
                  expenses reasonably incur-red by her;

         (c)      full reimbursement shall be made to the Executive for all
                  travel expenses reasonably incurred by her;

         (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.

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 disclose 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 programme, 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 the
         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.     COPYWRIGHT 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 mutation 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,
         inventior4 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


                                       8

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         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, the:

         (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 Board 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 be 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 Ms
         attorney and in his name and on his behalf to. do and execute any such
         act or instrument as may be 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.     RESTICTIVE COVENANTS
        --------------------

11.1     The Executive covenants with and undertakes to the Company that she
         shall not and that she, 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 the 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
securing 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, tam to account, develop or invest
                                    unless than Group shall have decided against
                                    such acquisition, turning to account,
                                    development or investment or invited the
                                    Executive or his Associates in writing to
                                    participate in, or



                                       9

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                                    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)     he 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 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 herself
                  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 contained
         in 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 herself and partly for
         others or to the detriment of 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 favour 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 proper" rights and know-how of
                  all forms 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 licences 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



                                       10

<PAGE>


                  (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 his 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 she 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 parties 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.

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 she 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 Book 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
                  herself or any member of the

                  Group into disrepute;



                                       11

<PAGE>



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

         (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 her 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 her in the
                  statement referred to in Clause 4.3(a); or

         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 such terms as to
         rover as the parties may reasonably agree, provided that the Company
         shall not be required to expired more than HK$2,500 per annum in
         payment of premiums on such policy 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 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, she shall on or after the expiry of the Term or its sooner
         determination resign in writing from any off3ce. held by her as such
         director and from all other offices held by her with any member of the
         Group and to execute an acknowledgment under seal to the effect that
         she 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 are held by her 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 her under Clauses 13.2 or 11.3 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


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<PAGE>


         the Executive to sign, seal and deliver resignations to the relevant
         member of the Group and instruments of transfers 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
         Wands, the International 13usiness 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 harmless 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 for 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

15.     EFFECT OF RECONSTRUCTION
        ------------------------

15.1     The Executive acknowledges that if before the expiration of the Term
         this Agreement is terminated by reason of the liquidation of the
         Company or- the transfer of its business to another company for the
         purpose of reconstruction or amalgamation and she 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 she 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.

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.      SERVICES OF NOTICE ETC.
         -----------------------

18.1     Any notice, claim, demand, court process or other communication under
         this Agreement (collectively "communication" in this Clause 19) 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 Agreement or to such other address (which must he in
         Hong Kong), telex or facsimile number as may from time to time be
         notified in writing by one party to the


                                       13

<PAGE>



         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 dispatch

                  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 18.1 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 19 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, sub-contracted or delegated.

20.     PROPER LAW ANn FORVM
        --------------------

20.1     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 exclusive Jurisdiction of
         the Hong Kong courts and waives all defences to any action arising
         hereunder brought in the courts of Hong Kong on the ground that such
         action is brought in an inconvenient for-urn.

        INWITNESS where of the parties hereto entered into this Agreement the
day and year first above above written.

SIGNED for and on behalf of

FU CHEONG INTERNATIONAL HOLDINGS LIMITED

by
one of its directors,
in the presence of:


                                       14

<PAGE>



Witness to all the, above signatures:

Witness' signature

Witness name:

Witness' address:

Witness' occupation;





SIGNED, SEALED and DELIVERED by
KWOK SHUK WAH

/s/ Kwok Shuk Wah

in the presence of


Witness to all the above signatures:

Witness' signature:

Witness' name:

Witness' address:

Witness' occupation:

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