EMPLOYMENT AGREEMENT

This  Employment  Agreement (the  "Agreement")  dated as May 15, 2000 is between
Mark P. Williamson (the "Employee") and Intermost  Corporation,  an U.S. company
(the  "Company" or  "Employer").  The Company's  principal  office is located at
38/F, Guamao Building, Remnin Road South, Shenzhen, China 518005.

Whereas the Company desires to employ the Employee,  and the Employee desires to
serve the Company,  as the Vice President,  Business  Development of the Company
under the terms and condition of this Agreement; and

Whereas the Company consists of subsidiaries, affiliates and related entities of
such companies (collectively, the "Group").

Now, therefore, intending to be legally bound hereby, Employee and Company agree
as follows:

Article 1: Position and Duties

The Company shall employ Employee as its Vice President, Business Development of
Intermost  Corporation,  under the terms and subject to the conditions set forth
herein.  The Employee will be classified as, and shall assume duties appropriate
for the position of, an executive officer of the Company.

During the Term,  the Employee shall  diligently and faithfully  serve the Group
and shall  devote  all his  working  time,  attention  and  efforts  toward  the
performance of his duties and  responsibilities  hereunder.  Employee shall not,
directly or  indirectly,  without the prior  consent of the  Company's  Board of
Directors, as owner, partner, joint venture,  stockholder,  employee,  corporate
officer or director, engage or become financially interested in, or be concerned
with any other duties or pursuits which  interfere  with the  performance of his
duties hereunder, or which even if non-interfering,  may be inimical or contrary
to the best interest of the Group.

These  duties  include,  but are not limited to,  assisting  the  President  and
management of the Company and/or the Group to:

(a)  Maximize long-term  shareholder value of the companies in the Group and the
     Group's  profitability  by formulating and executing  Intermost's  Business
     plan and  strategic  plan for  becoming a long-term  player in the Internet
     industry in the People's Republic of China (PRC) and other areas;

(b)  Provide the Group sound  professional  advice and leadership in formulating
     and executing the Group's  strategic  development,  finance,  marketing and
     technology plan;

(c)  Develop  strategic  alliances with major players in the Internet  industry,
     telecommunications   industry,   financial   services  industry  and  other
     industries;

(d)  Secure,  where  possible as permitted by the laws of the PRC and the United
     States, additional licenses and permits as may be required for Intermost to
     become a key play in the Internet industry;

(e)  Formulate the Group's  employee  improvement  strategy,  to hire, train and
     supervise  suitable  personnel  capable of executing their job descriptions
     for the benefit of Intermost and the shareholders;

                                       0
<PAGE>

(f)  Direct,  integrate  and allocate  staff  resources in  accordance  with the
     Group's Business Plan;

(g)  Perform  such other duties as the Company  President  and  management  team
     and/or the Group President and management team may reasonably require.

Article 2: Term

The term of the  employment  of the  Employee  by the  Company  pursuant to this
Agreement (the "Term") is for a period  commencing May 15, 2000 and  terminating
eighteen  months  later,  on November  14, 2001,  unless  sooner  terminated  in
accordance of the terms hereof.

Article 3: Compensation

(a)  Base Salary.  In consideration of the Employee's  service rendered pursuant
     hereto and the Employee's  compliance  with the covenants and  restrictions
     set forth in section 6 here,  Company shall pay to the Employee,  effective
     as of the date  hereof,  an annual  base  salary of  US$45,000  (the  "Base
     Salary"),  without  setoff or  deduction of any kind.  All tax  liabilities
     relating to the Base Salary and taxable  benefits,  including  income taxes
     payable by the Employee,  shall be for the account of the Company. Any such
     taxes paid or payable by the Employee  shall be  reimbursed  in full by the
     Company. The Base Salary shall be reviewed by the Company at least annually
     and may be increased from time to time, at the sole discretion of the Board
     of Directors of the Company. The Company may not, however,  reduce the Base
     Salary at any time during the term of this Agreement.

(b)  Payment.  The Company shall pay the Employee by paying  US$3,750.00  on the
     last  business  day of each month in an  equivalent  amount of Chinese RMB,
     according to the prevailing USD-RMB exchange rate as of the day of payment.

(c)  Bonus. During the period of the Employee's employment,  the Company may, in
     its sole  discretion,  award  the  Employee  an  annual  bonus in an amount
     determined by the Board of Directors  and payable in the manner  determined
     by the Company.

(d)  Stock Options. Upon the commencement of the Employment Term, Employee shall
     receive options (each an "Option" and together, the "Options") to purchase,
     on each of the first anniversary and second  anniversary of this Agreement,
     the following shares of the Common Stock of Intermost (the "Option Shares")
     at the prices indicated:

            Anniversary Date        Number of Shares          Price per share

            First Six Months          125,000                    US $3.00

            Next Twelve Months        250,000                    US $4.00

     (i)  The  Options  shall  be  fully  vested   immediately,   and  shall  be
          immediately   exercisable,   notwithstanding   the  exercise   periods
          specified above, upon a Change of Control. A "Change of Control" shall
          mean  the  occurrence  of  any  of  the  following:   (i)  a  sale  of
          substantially all of Intermost's  assets in a single  transaction or a
          series of related transactions or a complete liquidation of Intermost,
          or (ii) any other event that the Board of the Intermost  determines to
          be a Change of Control.

                                       2
<PAGE>

     (ii) The  Option  Shares  shall be shares  of  Intermost,  which  have been
          registered  under a registration  statement  filed with the Securities
          and Exchange Commission of the United States.

     (iii)The Options are  intended to be part of an employee  stock option plan
          to be executed by  Intermost in favor of the  Employee.  To the extent
          that any terms of this  Agreement are  inconsistent  with the terms of
          any such plan, the terms of this Agreement shall control. Intermost is
          executing this Agreement and is a party hereto for the sole purpose of
          confirming and agreeing to the provisions contained in paragraphs 3(d)
          through 3(j) of this Agreement.

Method of Exercising Options.  The Options may be exercised by written notice to
     Intermost at its principal  executive  office, or to such transfer agent as
     the  Intermost  shall  designate.  Such notice  shall state the election to
     exercise an Option and the number of Option  Shares (in round number of 100
     shares) for which it is being exercised,  and shall be signed by the person
     so exercising  the Option.  Such notice shall be  accompanied by payment of
     the full  purchase  price of such shares,  and  Intermost  shall  deliver a
     certificate or certificates representing such shares as soon as practicable
     after notice shall be received.  The employee may request  company-financed
     exercise  by electing  to have  Intermost  withhold  Option  Shares,  or by
     delivering previously owned shares of Intermost, having a fair market value
     equal to the amount to be paid.

(g)  Termination of Options.  The Options shall  terminate on the earlier of the
     following:

     (i)  one (1) year after the  termination  of the employment of the Employee
          by death, disability or for any other reason; and

     (ii) the tenth anniversary of the date of this Agreement.

(h)  Options Not  Transferable.  The Options are not  transferable or assignable
     except  (i) by will or by the laws of  descent  and  distribution,  (ii) as
     approved by the Board of Directors of  Intermost,  (iii) to the  Employee's
     spouse,  ex-spouse,   children,   step-children,   mother  or  father  (the
     "Immediate  Family")  (iv)  to an  entity  in  which  the  Employee  or his
     Immediate  Family,  individually or collectively,  have at least 99% of the
     equity,  profit and loss interest, or (v) to a trust holding the option for
     the benefit of the Employee (each such transferee  under  subsections  (ii)
     through (v) being  referred  to as a  "Permitted  Transferee").  During the
     Employee's  lifetime  only  the  Employee  or a  Permitted  Transferee  can
     exercise this option.

(i)  Sales of Option Shares. Employee shall not sell shares obtained through the
     exercise of an Option prior to one year after the Option is exercised.

(j)  Capital  Adjustments.  If at any time  while the  Options  are in effect or
     unexercised there shall be any increase or decrease in the number of issued
     and  outstanding  shares of the Common  Stock of  Intermost  due to (i) the
     declaration of or payment of a stock  dividend,  (ii) any  recapitalization
     resulting in a stock split,  combination or exchange of shares or (iii) any
     other  increase  or decrease in such  shares  effected  without  receipt of
     consideration  by Intermost,  then the number of Option Shares then subject
     to  purchase  shall be  adjusted  to the end that  the same  proportion  of
     Intermost's  issued  and  outstanding  shares of Common  Stock in each such
     instance shall remain  subject to purchase at the same  aggregate  price as
     provided  in this  Agreement.  Except  as  expressly  provided  above,  the
     issuance by Intermost of shares of its capital stock of any class shall not
     affect,  and no adjustment by reason  thereof shall be made for, the number
     of or price of Option Stock granted under this Agreement

                                       3
<PAGE>

(k)  Personal  Income  Tax.  Personal  income tax  payable  upon the sale of any
     Option Shares shall be borne by the Employee.

(l)  Retirement Plans and other Deferred  Compensation Plans. The Employee shall
     be entitled to participate under all qualified and nonqualified  retirement
     or deferred  compensation  plans  approved by the Board of Directors of the
     Company for which his position would make him eligible.

(m)  Reimbursement of Expenses. The Company shall reimburse the Employee for all
     reasonable out-of-pocket expenses incurred by the Employee in the course of
     his duties, in accordance with normal policies of the Company.  The Company
     also  agrees to  specifically  reimburse  the  Employee  for the  following
     expenses:  (i) sea freight  for the  movement  of the  Employee's  personal
     possession both to the Company's  offices in Shenzhen,  China from Houston,
     Texas at the  inception of his  employment  and to Houston,  Texas from the
     Company's  offices in Shenzhen,  China at the termination of his employment
     (for any reason) or upon his  permanent  return to the United  States;  (no
     more than US$5,000) (ii) providing a suitable apartment or the cost for one
     month's  rent in  Shenzhen,  China near the  offices of the  Company at the
     inception of his employment to enable him to find suitable  housing;  (iii)
     the cost of air fare from Houston, Texas to Shenzhen,  China (economy fare)
     and the cost of return air fare from  Shenzhen,  China to  Houston,  Texas;
     and, (iv) one round trip ticket (economy air fare) between  Houston,  Texas
     and Shenzhen, China per year of employment.

Article 4: Vacations

The Employee shall be entitled to 20 business days of vacation under  guidelines
established  by the Company form time to time.  Vacation time shall not cumulate
from year to year.

Article 5: Termination by Company

(a)  Death and  Disability.  Except as provided  herein,  or any agreement  made
     pursuant  thereto,  if  the  Employee  shall  die  or  become  "Permanently
     disabled" during the term of the Agreement, this Agreement and all benefits
     hereunder shall terminate except that such termination shall not affect any
     vested rights which the Employee may have at the time of his death pursuant
     to any  insurance  or other  death  benefit  plans or  arrangements  of the
     Company, or any rights under the Options, which rights shall continue to be
     governed by the provisions of such plans and agreements or this  Agreement,
     as applicable. For the purposes of this Agreement, Employee shall be deemed
     to be  "Permanently  disabled"  if,  during the term  here,  because of ill
     health,  physical  or  mental  disability,   or  for  other  causes  beyond
     Employee's control,  Employee shall have been unable or unwilling, or shall
     have failed to perform  his duties  hereunder  for ninety (90)  consecutive
     days for a total period of one hundred twenty (120) days either consecutive
     or not  after  the  Company  has  made  reasonable  accommodation  for such
     disability.

(b)  Termination  for Cause.  This  Agreement  may be  terminated by Company for
     "Cause"  which,  for the  purpose  of this  Agreement  shall  mean:  i) the
     commission  by the  Employee  of fraud or  dishonesty,  or  another  act of
     intentional  wrongdoing causing harm to Company, (ii) the conviction of the
     Employee of a crime,  (iii) any act of gross  negligence or  malfeasance by
     the Employee causing material harm to Company,  or (iv) any material breach
     by Employee of this Agreement, which breach is not cured within thirty (30)
     days  following  written  notice  of such  breach  from  the  Company.  Any
     termination  for cause shall be  accompanied  by a written  notice from the
     Company to the Employee setting forth in reasonable  detail the reasons for
     such termination.

                                       4
<PAGE>

(c)  Termination  without Cause. This Agreement may be terminated by the Company
     without cause at any time by delivery of a written  notice ninety (90) days
     prior  to the date of  termination.  In the  absence  of such  notice,  the
     Company  shall pay the Employee an amount equal to three (3) months of Base
     Salary as severance pay.

Article 6: Termination by Employee

Employee  may  terminate  this  Agreement  at any time by  delivery of a written
notice of  resignation  to Company  ("Notice of  Resignation")  thirty (30) days
prior to the  date of  termination.  In the  event of  termination  by  Employee
pursuant to this  provision,  Employee  shall be entitled to (i) the Base Salary
paid  or  provided  to  Employee  under  this  Agreement  through  the  date  of
termination, and (ii) exercise the Options, as provided above. In the event that
this Agreement is terminated  pursuant to this provision,  and to the extent the
Options are not exercisable,  the Options shall cease and be of no further force
or effect.

Article 7: Protection of Confidential Information.

Employee  acknowledges  that his employment by the Company will,  throughout the
term of this Agreement,  bring him in contact with many confidential  affairs of
the  Company  and/or any  companies  in the Group not readily  available  tot he
public, and plans for future developments.  In recognition of the foregoing, the
Employee covenants and agrees that he will not use or disclose to anyone outside
of the  Company,  as the case may be, any  material  confidential  mattes of the
Company and/or any companies in the Group, which are not otherwise in the public
domain,  either during or for a period of 36 months after the termination of his
employment  with  Company,  except  with the  Company's  written  consistent  as
required by court order, law or subpoena, or other legal compulsion to disclose.

Article 8: Covenant Not to Compete

The Employee agrees that during the term of this  Agreement,  employee shall not
either  directly or  indirectly,  whether by  establishing  a new business or by
joining an existing  one,  and whether as a  principal,  employee,  stockholder,
officer,  direct, agent,  consultant or in any other capacity,  compete with the
Company and/or any companies in the Group. This restriction shall apply (i) only
to existing  clients of the Group and to those companies for which the Group has
developed  a tangible  business  relationship  and (ii) during the period of the
Employee's employment and for a period of twelve months after the termination of
his employment for any reason.

Article 9: Intellectual Property

If during the term of the Agreement,  Employee performs work that results in the
development of any inventions relating to processes, formulations and inventions
("Intellectual  Property"),  such  Intellectual  Property shall be the exclusive
property of the Company and Employee shall  promptly turn over the  Intellectual
Property  to the  Company  and shall take all  necessary  steps,  including  the
execution of documents, to vest title and ownership of the Intellectual Property
with the Company.

                                       5
<PAGE>

Article 10: Notice

For  the   purposes  of  this   Agreement,   notices,   demands  and  all  other
communications provided for in the Agreement shall be in writing and may be sent
either  by  registered  mail or  telegram  to him at his  last  known  place  or
residence.  Any notice given by post shall be deemed served at the expiration of
twenty-four hours or may be sent by post addressed,  in the case of the Company,
to its  registered  office  and,  in the  case  of the  Employee,  may be  given
personally or may be deemed served at the expiration of  twenty-four  (24) hours
after the same was posted or sent.

Article 11: Validity

The  invalidity  or  unenforceability  for any  provision or  provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

Article 12: Entire Agreement

This Agreement sets forth the entire agreement and  understanding of the parties
hereto in respect of the subject  matter  contained  herein,  and supersedes all
prior   agreements,   promises,   covenants,    arrangements,    communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto or any predecessor of any party hereto.

Article 13: Non-Assignability

This Agreement is entered into in consideration of the personal qualities of the
Employee and may not be, nor may any right or interest hereunder be, assigned by
him without the prior written consent of the Company.

Article 14: Choice of Law

This Agreement is to be governed by and interpreted  under the laws of the State
of New York, without regard to the conflict of law principles.

Article 15: Resolution of Disputes

Any disputes or claims relating to this Agreement or the interpretation, breach,
termination or validity hereof shall be resolved  through  consultation.  If the
dispute or claim  cannot be resolved  through  consultation,  the Parties  shall
apply for arbitration to the American Arbitration  Association in San Francisco,
California  under  the  International   Commercial  Arbitration  Rules  of  such
association.  The arbitration decision shall be final and conclusive and binding
on the parties.

Article 16: Counterparts

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed to be an original but all of which other shall  constitute one and the
same instrument.

Article 17: Severability

The expiration or termination of this Agreement  shall not affect any provisions
hereof (such as  "Protection  of  Confidential  Information",  "Covenant  Not to
Compete",  etc.) that shall  survive  the term of this  Agreement.  Article  18:
Miscellaneous

                                       6
<PAGE>

This Agreement  supercedes the earlier  Agreement signed between the Company and
the  Employee  dated Nov. 15,  1999.  No  provisions  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing and signed by the Employee and such officers of the Company
as be specifically designed by its Board of Directors. No waiver by either party
hereto any time of any breach by the other party hereto of, or compliance  with,
any condition or provision of this Agreement to be performed by such party shall
be deemed a waiver of similar or dissimilar provisions or conditions the same or
at any prior or subsequent time.

Article 19: Language

This  Agreement  shall be  written in  English.  One  original  is to be held by
Company, and one original is to be held by Employee.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first-above written.


INTERMOST CORPORATION

By:


EMPLOYEE:

---------------------
Mark P. Williamson

                                       7