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                                                                    EXHIBIT 4.10

                                 PLACING LETTER
                         (CONFIRMATION OF ORAL CONTRACT)

PRIVATE & CONFIDENTIAL

13 February 2004

Poly Crown Limited
16/F., The Chinese Bank Building
61 Des Voeux Road Central
Hong Kong

Attention:  Mr Chow Wei

                                                       NO. OF PLACING SHARES

                                                             3,200,000

Dear Sirs,

DF CHINA TECHNOLOGY INC. (THE "COMPANY") -
PLACING OF NOT LESS THAN 20,000,000 NEW SHARES (THE "PLACING SHARES")
IN THE ISSUED SHARE CAPITAL OF THE COMPANY AT US$0.2 PER SHARE (THE "PLACING
PRICE") (THE "PLACING")

1.    INTRODUCTION

      We refer to the conversation, you had with our representative during which
      an oral contract (the "Contract") was concluded between you, acting as
      principal, and ourselves, acting as placing agent for the Company, whereby
      we offered, subject to the terms and conditions set out below, to procure
      the sale to you the number of Placing Shares set out in the box above at
      the Placing Price of US$0.2 per Placing Share (the "Placed Shares") and
      you orally accepted our offer and agreed irrevocably as principal to
      purchase the Placed Shares.

      All capitalized terms used, but not otherwise defined herein shall have
      the meanings set for on Appendix A attached hereto.

2.    CONDITIONS

      Please note that the Placing is on a best-effort-basis, pursuant to the
      terms and subject to the conditions to the Placing Agreement, and
      conditional upon the following conditions having been satisfied on or
      before 27 February 2004 (or such later date as the Company and the Placing
      Agent may otherwise agree):

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      (i)   subject to the NASDAQ rules, application for the listing of and
            permission to deal in all the Placing Shares has been made by the
            Company; and

      (ii)  the Company undertakes that the Company shall assist the Placee to
            remove the restrictive legend of the Placing Shares.

3.    SETTLEMENT DATE

      Settlement is scheduled to take place on or before 12 March 2004 on the
      first business day following the fulfilment of the conditions set out
      under Clause 2 above (or such later date as otherwise agreed between the
      parties to the Placing Agreement) (the "Settlement Date").

4.    AMOUNT PAYABLE

      The total amount payable by you for your Placed Shares, as advised by the
      Company, is US$640,000.00 (or the equivalent amount in Renminbi currency).

5.    NOT A US PERSON; NOT AN AFFILIATE; ACCREDITED INVESTOR

      You hereby confirm that you are not a US Person. You hereby confirm that
      in relation to your subscription of the Placed Shares, you are not an
      Affiliate of the Company nor any directors, executive officers, or
      Beneficial Owners thereof or a member of the Shareholder Group thereof. In
      addition, you hereby declare that your acceptance of our offer of the
      Placed Shares is entirely of your own volition and that you are not acting
      upon the instruction of any such Affiliate. Also, your purchase of the
      Placed Shares is not financed directly or indirectly by any such
      Affiliate.

      You hereby confirm that you are an Accredited Investor.

6.    UNDERTAKINGS

      By your acceptance of our offer, you;

            (a) agree to make payment in full for all the Placed Shares by the
            Settlement Date, and that interest of 3% above the Hong Kong prime
            rate will be payable on any late settlement;

            (b) agree and acknowledge that our offer to you to procure the sale
            to you of the Placed Shares and was made based on the publicly
            available information and that no other information was supplied by
            us;

            (c) agree that you have not relied on any information,
            representation or warranty supplied or made by or on behalf of
            ourselves, the Company or any other party involved in the Placing
            and that you have made and will continue

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            to make your own appraisal of the Placing and the Placing Shares and
            the other matters referred to in this letter;

            (d) agree and acknowledge that we do not make and have not made any
            warranty, representation or recommendation as to the merits of the
            Placing Shares, the purchase or offer thereof, or as to the
            condition, financial or otherwise, of the Company or its
            subsidiaries or as to any other matter relating thereto or in
            connection therewith. Nothing herein shall be construed as a
            recommendation to you to purchase any Placing Shares;

            (e) represent and warrant to us (i) that you are an Accredited
            Investor and (ii) that you are not a US Person or an Affiliate of
            the Company nor any directors, executive officers, or Beneficial
            Owners thereof or a member of a Shareholder Group thereof;

            (f) agree that you and your affiliates will have and will bring no
            claim whatsoever against us or our subsidiaries, holding companies
            or subsidiaries of our holding companies or officers, employees or
            agents of any of us or them ("Relevant Persons") in relation to the
            Placing or the Contract in respect of any and all losses, damages,
            claims, proceedings, judgments, liabilities, costs and expenses
            (including, without limitation, legal expenses) ("Losses") suffered
            or incurred howsoever arising and including, but not limited to, all
            Losses arising as a result of or in connection with any document,
            announcement or communication relating to the Placing or the
            Contract whether or not made or delivered by us, not containing or
            being alleged not to contain all information required to be stated
            therein or any statement therein being or being alleged to be
            untrue, inaccurate, incomplete or misleading or as having been made
            negligently, provided always that the foregoing shall not extend or
            apply to any Losses arising out of the breach by us of our express
            obligations set out in the Contract. In no circumstances whatsoever
            will we or any Relevant Persons be liable for any indirect or
            consequential losses or special damages;

            (g) agree that you will on demand indemnify all Relevant Persons
            against all Losses suffered or incurred by them (or any of them) in
            connection with or arising out of any breach of the Contract
            including any breach or alleged breach on your part of any of your
            obligations set out in this letter; and

            (h) represent and warrant that you had at all material times and
            still have full power and authority to enter into the Contract for
            your own account or for the account of one or more persons for whom
            you exercise investment discretion and your oral agreement to do so
            as recorded herein constitutes your valid and legally binding
            obligation and is enforceable in accordance with its terms.

      You will, whether before or after completion of the Placing, continue to
      provide us information regarding the beneficial owner of the Shares
      acquired by you as required by applicable BVI law and US laws for delivery
      to the relevant regulatory authority or governmental agency.

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      You should be aware of your rights and obligations under the Personal Data
      (Privacy) Ordinance. Information and personal data provided by you to us
      in connection with Placing are required to enable us to perform services
      connected with the Placing and to observe any rules, legal or regulatory
      requirements including the disclosure of such data to certain regulatory
      bodies. Also, we may provide such data to any agent, representative and
      associate, which provide services in connection with the Placing.

7.    GENERAL

      Any notification to be given by us to you shall be validly given if
      delivered by hand or sent by facsimile to the address and facsimile
      numbers set out in the attached Placing Confirmation and shall be deemed
      to be given on delivery or (if given by facsimile) on due despatch.

      Your rights and obligations in respect of the Contract will be incapable
      of rescission or termination by you. Time is of the essence of the
      Contract. You agree that we are at liberty to vary or extend any time
      and/or date by which anything relating to the Placing is to be done.

      This letter constitutes confirmation of the Contract regardless of whether
      or not you return the signed Placing Confirmation. The Contract recorded
      in this letter shall be governed by and construed in accordance with the
      laws of Hong Kong and we respectively submit to the non-exclusive
      jurisdiction of the courts of Hong Kong in respect thereof.

      NO AMENDMENT TO THE TERMS AND CONDITIONS OF THIS LETTER CAN BE ACCEPTED TO
      US.

8.    ACKNOWLEDGMENT

      Please complete and return the attached Placing Confirmation with the
      duplicate of this letter to the undersigned at Hong Kong fax no. (852)
      2845 1935.

Yours faithfully,
For and on behalf of
QUAM SECURITIES COMPANY LIMITED

_____________________________________
Kenneth Lam
Managing Director

Encl.

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                                                                      APPENDIX A

Capitalized terms used, but not otherwise defined in the Placing Letter shall
have the meanings set forth below:

"ACCREDITED INVESTOR"   mean any person who comes within any of the following
                        categories (or any other category set forth in Section
                        501(a) of Regulation D of the Securities Act of 1934, as
                        amended), or who the Company reasonably believes comes
                        within any of the following categories, at the time of
                        the sale of the securities to that person:

                        a.    Any natural person whose individual net worth, or
                              joint net worth with that person's spouse, at the
                              time of his purchase exceeds $1,000,000;

                        b.    Any natural person who had an individual income in
                              excess of $200,000 in each of the two most recent
                              years or joint income with that person's spouse in
                              excess of $300,000 in each of those years and has
                              a reasonable expectation of reaching the same
                              income level in the current year;

                        c.    Any trust, with total assets in excess of
                              $5,000,000, not formed for the specific purpose of
                              acquiring the securities offered, whose purchase
                              is directed by a sophisticated person as described
                              in Rule 506(b)(2)(ii) and

                        d.    Any entity in which all of the equity owners are
                              accredited investors.

"AFFILIATE"             means a person that directly, or indirectly through one
                        or more intermediaries, controls, or is controlled by,
                        or is under common control with, the Company, a director
                        an executive officer or a Beneficial Owner.

"BENEFICIAL             OWNER" means any person who directly or indirectly is
                        the beneficial owner of more than five percent of a
                        class of the Company's securities.

"SHAREHOLDER            GROUP" means two or more persons act as a partnership,
                        limited partnership, syndicate, or other group for the
                        purpose of acquiring, holding, or disposing of
                        securities of the Company;

"US PERSON"             means:

                              a.    Any natural person resident in the United
                                    States;

                              b.    Any partnership or corporation organized or
                                    incorporated under the laws of the United
                                    States;

                              c.    Any estate of which any executor or
                                    administrator is a U.S. person;

                              d.    Any trust of which any trustee is a U.S.
                                    person;

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                              e.    Any agency or branch of a foreign entity
                                    located in the United States;

                              f.    Any non-discretionary account or similar
                                    account (other than an estate or trust) held
                                    by a dealer or other fiduciary for the
                                    benefit or account of a U.S. person;

                              g.    Any discretionary account or similar account
                                    (other than an estate or trust) held by a
                                    dealer or other fiduciary organized,
                                    incorporated, or (if an individual) resident
                                    in the United States; and

                              h.    Any partnership or corporation if:

                                          1.    Organized or incorporated under
                                                the laws of any foreign
                                                jurisdiction; and

                                          2.    Formed by a U.S. person
                                                principally for the purpose of
                                                investing in securities not
                                                registered under the Act, unless
                                                it is organized or incorporated,
                                                and owned, by accredited
                                                investors (as defined in Rule
                                                501(a)) who are not natural
                                                persons, estates or trusts.

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                              PLACING CONFIRMATION

PRIVATE & CONFIDENTIAL

13 February 2004

To    :     Quam Securities Company Limited
            Room 3308 Gloucester Tower
            The Landmark
            11 Pedder Street
            Central, Hong Kong

Attn  :     Mr. Kenneth Lam       A/C Number (with A/E code): 972777-01-S-000
            Managing Director
            (Fax no: 2845 1935)   A/C Name: Poly Crown Limited

Dear Sirs,

DF CHINA TECHNOLOGY INC. (THE "COMPANY")

PLACING OF NOT LESS THAN 20,000,000 NEW SHARES (THE "PLACING SHARES") IN THE
ISSUED SHARE CAPITAL OF THE COMPANY AT US$0.2 PER SHARE (THE "PLACING PRICE")
(THE "PLACING")

We/I refer to placing letter dated 13 February 2004 (the "Placing Letter")
issued by Quam Securities Company Limited (the "Placing Agent") in relation to
the captioned subject. Terms used in this letter shall have the same meanings as
defined in the Placing Letter, unless the context requires otherwise.

We/I hereby confirm receipt of the Placing Letter, and acknowledge and accept
all the terms and conditions as set out therein and confirm that these items and
conditions are those of our oral contract to your representative for our/my
subscription as principal from the Company of 3,200,000 Placing Shares (the
"Subscription Shares") at the Placing Price. We/I undertake to pay the
consideration for the Subscription Shares of US$640,000.00 on or before the
Settlement Date as set out in the Placing Letter into a designated bank account
nominated by the Company, the details of which is as follows:

Bank              :   [CHINESE CHARACTER]
Account Name      :   [CHINESE CHARACTER]
Account Number    :   102004512010003740

Further more, we/I hereby confirm that: -

(1)   We/I undertake to provide to you upon request such other information as
      may be required to be provided to the Securities and Exchange Commission
      (the "SEC") and NASDAQ;

(2)   We/I are/am not a US Person(s). We/I are/am (an) individual/institutional
      investor(s) or (a) professional investor(s) (which includes broker,
      dealer, fund manager, professional individual and corporate entity) whose
      main business involves the acquisition and

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      disposal, or the holding, of shares and other securities (whether as
      principal or agent) or otherwise (an) investor(s) and the subscription of
      the Subscription Shares by us/me would not constitute a breach of the
      relevant laws;

(3)   We/I are/am not an Affiliate of the Company of the Company nor any
      directors, executive officers, or Beneficial Owners thereof or a member of
      a Shareholder Group thereof;

(4)   We/I are/am not financed or backed directly or indirectly by the Company,
      its directors, its Beneficial Owners or its executive officers or any of
      the Company's Affiliates;

(5)   We/I are/am not (a) person(s) who are/is accustomed to taking instructions
      from any of the director, executive officers or Beneficial Owners of the
      Company or any of their Affiliates in relation to the acquisition,
      disposal, voting or any other disposition of securities in the Company;

(6)   We/I acknowledge our/my rights and obligations under the Personal Data
      (Privacy) Ordinance and understand that information and personal data
      provided by us/me are/is required by the Placing Agent to perform services
      relating to the Placing and to observe any rules, legal or regulatory
      requirements including the disclosure of such data to certain regulatory
      bodies. Moreover, the Placing Agent may at any time provide such data to
      any agent, representative and associate which provides services in
      connection with the Placing and to any governmental or regulatory bodies
      (including but not limited to the NASDAQ and the SEC);

(7)   We/I undertake to respond promptly, in writing, to questions raised by the
      Placing Agent concerning ourselves/myself and which relate to the Placing.

(8)   No share of the Company was held by us/me prior to our/my entering into
      the agreement to participate as a Placee in the Placing;

(9)   The date we/I were/was contacted regarding the Placing was 11 February
      2004;

(10)  In case of a default in payment, the Placing Agent reserves the right to
      charge interest on the net amount overdue calculated on the basis of 3%
      per month;

(11)  The details of the ULTIMATE BENEFICIAL OWNER(S) of the Subscription Shares
      subscribed through the Placing are as follows (PLEASE FILL IN ALL THE
      BLANKS): -

      Name              :     Chow Wei

      Address           :     Flat D1, 6/F, Fei Da Court, Ying Da Garden, Luohu
                              District, Shenzhen
                              Guangdong Province, China

      I.D.#/Passport #  :     510221740515061

      Date of Birth     :     15th May 1974

      Contact           :     131388899171

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(12)  We/I set out below our/my details for registration of the Subscription
      Shares: -

      Name                              :    Poly Crown Limited

      Place of Incorporation            :    The British Virgin Islands

      Company Number/ID Number          :    577535
      Registered/Residential Address    :    Palm Grove House
                                             PO Box 438, Road Town
                                             Tortola, British Virgin Islands

      Correspondence Address            :    16/F., The Chinese Bank Building
                                             61 Des Voeux Road Central
                                             Hong Kong

      CCASS Participant                      NA

We/I fully understand that our/my personal data set out above and any further
personal data relating to ourselves/myself may be submitted to the SEC and
NASDAQ and hereby confirm that the data is true and accurate.

Yours faithfully,
For and behalf of
Poly Crown Limited

___________________________

A/C number: 972777-01-S-000

Date: 13 February 2004

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