CONSULTING AGREEMENT




     This  Consulting  Agreement  (this  "Agreement")  is entered into as of 6th
December,   2000,  by  and  between  CathayOnline  Inc.  (the  "Company"),   and
Trueyou.com Inc (the "Consultant").


                                     WHEREAS

     1.  Consultant  has expertise in the area of the Company's  business and is
willing to provide consulting services to the Company.

     2. Mr. Kenneth Levy is the legal representative of the Consultant company.

     3.  The  Company  is  willing  to  engage   Consultant  as  an  independent
contractor,  and not as an  employee,  on the  terms  and  conditions  set forth
herein.

                                    AGREEMENT

     In  consideration  of the  foregoing  and of the mutual  promises set forth
herein, and intending to be legally bound, the parties hereto agree as follows:

     1. Engagement.


     (a) The Company  hereby  engages  Consultant to render,  as an  independent
contractor,  through Mr.  Kenneth  Levy the  consulting  services  described  in
Exhibit A hereto and such other  services  as may be agreed to in writing by the
Company and Consultant from time to time.

     (b) Consultant hereby accepts the engagement to provide consulting services
to the Company on the terms and conditions set forth herein.

     2. Term.  This  Agreement will commence on the date first written above for
the period of one (1) year. The Agreement is renewable at the sole discretion of
the  Company,  and Company may  terminate  this  Agreement  upon 30 days written
notice to Consultant.

     3. Compensation.

     (a) In  consideration  of the services to be performed by  Consultant,  the
Company  agrees to pay  Consultant  in the  manner and at the rates set forth in
Exhibit A.

     (b) Out of pocket  business  expenses  incurred  by  Consultant  in rending
consulting  services to Company,  which are jointly authorized by CEO and CFO of
the Company in advance in writing shall be reimbursed by Company to Consultant.

     4. Consultant's Business Activities.

     (a)  During  the  term of this  Agreement,  Consultant  will  engage  in no
business or other activities, which are or may be, directly competitive with the
business  activities of the Company without  obtaining the prior written consent
of the Company.

     (b) Consultant shall devote such time, attention and energy to the business
and affairs of the Company as requested by the Company, and in any event no less
than the amount of time specified in Exhibit A hereto.

     5. Confidential  Information and Assignments.  Consultant is simultaneously
executing a  Confidential  Information  and Invention  Assignment  Agreement for
Consultants  in the  form  of  Exhibit  B  (the  "Confidential  Information  and
Invention  Assignment  Agreement").   The  obligations  under  the  Confidential
Information and Invention Assignment Agreement shall survive termination of this
Agreement for any reason.

     6. Interference with the Company's Business.

     (a) Notwithstanding any other provision of this Agreement,  for a period of
one year after termination of this Agreement,  Consultant shall not, directly or
indirectly,  employ, solicit for employment, or advise or recommend to any other
person  that such other  person  employ or solicit  for  employment,  any person
employed or under contract  (whether as a consultant,  employee or otherwise) by
or to the  Company  during  the  period of such  person's  association  with the
Company and one year thereafter.

     (b)  Notwithstanding  any other  provision  of this  Agreement,  and to the
fullest extent  permitted by law, for a period of one year after  termination of
this  Agreement,  Consultant  shall not,  directly  or  indirectly,  solicit any
clients or customers of the Company.  Consultant  agrees that such  solicitation
would  necessarily  involve  disclosure or use of  confidential  information  in
breach of the Confidential Information and Invention Assignment Agreement.

     7. Representations and Warranties.  Consultant  represents and warrants (i)
that Consultant has no obligations,  legal or otherwise,  inconsistent  with the
terms of this Agreement or with Consultant's  undertaking this relationship with
the  Company,  (ii) that the  performance  of the  services  called  for by this
Agreement do not and will not violate any applicable  law, rule or regulation or
any  proprietary or other right of any third party,  (iii) that  Consultant will
not use in the  performance  of his  responsibilities  under this  Agreement any
confidential information or trade secrets of any other person or entity and (iv)
that  Consultant has not entered into or will enter into any agreement  (whether
oral or written) in conflict with this Agreement.

     8. Indemnification.  Consultant hereby indemnifies and agrees to defend and
hold  harmless  the Company  from and  against  any and all claims,  demands and
actions, and any liabilities, damages or expenses resulting therefrom, including
court costs and reasonable  attorneys'  fees,  arising out of or relating to the
services performed by Consultant under this Agreement or the representations and
warranties  made by  Consultant  pursuant to  paragraph  7 hereof.  Consultant's
obligations under this paragraph 8 hereof shall survive the termination, for any
reason, of this Agreement.

     9.  Attorney's  Fees.  Should  either party hereto,  or any heir,  personal
representative, successor or assign of either party hereto, resort to litigation
to enforce this  Agreement,  the party or parties  prevailing in such litigation
shall be  entitled,  in  addition  to such other  relief as may be  granted,  to
recover its or their  reasonable  attorneys'  fees and costs in such  litigation
from the party or parties against whom enforcement was sought.

     10. Entire Agreement. This Agreement, contains the entire understanding and
agreement  between the parties  hereto  with  respect to its subject  matter and
supersedes   any  prior  or   contemporaneous   written   or  oral   agreements,
representations or warranties between them respecting the subject matter hereof.

     11.  Amendment.  This  Agreement may be amended only by a writing signed by
Consultant and by a representative of the Company duly authorized.

     12.  Severability.  If any term,  provision,  covenant or condition of this
Agreement,  or the  application  thereof to any person,  place or  circumstance,
shall be held by a court of competent jurisdiction to be invalid,  unenforceable
or void, the remainder of this Agreement and such term,  provision,  covenant or
condition as applied to other persons,  places and circumstances shall remain in
full force and effect.

     13. Rights  Cumulative.  The rights and remedies provided by this Agreement
are  cumulative,  and the exercise of any right or remedy by either party hereto
(or by its  successors),  whether  pursuant  to  this  Agreement,  to any  other
agreement,  or to law,  shall not preclude or waive its right to exercise any or
all other rights and remedies.

     14. Nonwaiver. No failure or neglect of either party hereto in any instance
to  exercise  any  right,  power  or  privilege  hereunder  or under  law  shall
constitute a waiver of any other right, power or privilege or of the same right,
power or  privilege  in any other  instance.  All waivers by either party hereto
must be contained in a written instrument signed by the party to be charged and,
in the case of the  Company,  by an  executive  officer of the  Company or other
person duly authorized by the Company.

     15.  Remedy for Breach.  The  parties  hereto  agree that,  in the event of
breach or threatened breach of this Agreement,  the damage or imminent damage to
the value and the goodwill of the Company's  business will be  inestimable,  and
that therefore any remedy at law or in damages shall be inadequate. Accordingly,
the parties hereto agree that the Company shall be entitled to injunctive relief
against  Consultant  in  the  event  of  any  breach  or  threatened  breach  by
Consultant,  in addition to any other relief (including damages and the right of
the Company to stop payments hereunder which is hereby granted) available to the
Company under this Agreement or under law.

     16. Agreement to Perform  Necessary Acts.  Consultant agrees to perform any
further  acts and  execute  and deliver  any  documents  that may be  reasonably
necessary to carry out the provisions of this Agreement.

     17.  Assignment.  This Agreement may not be assigned by Consultant  without
the  Company's  prior  written  consent.  This  Agreement may be assigned by the
Company in connection with a merger or sale of all or  substantially  all of its
assets, and in other instances with the Consultant's consent which consent shall
not be unreasonably withheld or delayed.

     18.   Compliance  with  Law.  In  connection  with  his  services  rendered
hereunder,  Consultant  agrees to abide by all federal,  state,  and local laws,
ordinances and regulations.

     19.  Independent  Contractor.  The relationship  between Consultant and the
Company is that of independent  contractor under a "work for hire"  arrangement.
All work product  developed by Consultant  shall be deemed owned and assigned to
Company.  This  Agreement is not authority for Consultant to act for the Company
as its  agent  or make  commitments  for the  Company.  Consultant  will  not be
eligible for any employee  benefits,  nor will the company make  deductions from
fees to the  consultant  for  taxes,  insurance,  bonds or the like.  Consultant
retains the  discretion in performing  the tasks  assigned,  within the scope of
work specified.

     20.  Taxes.  Consultant  agrees  to pay all  appropriate  local,  state and
federal taxes.

     21.  Governing Law. This Agreement  shall be construed in accordance  with,
and all actions arising hereunder shall be governed by, the laws of the State of
New York.



CathayOnline Inc.:                                             Trueyou.com Inc.:


By:                                             By:
     -----------------------------------------
Name:                                           Name:    Kenneth Levy
       ---------------------------------------        -------------------------
Title:                                          Title:  Executive Vice President
        --------------------------------------         ------------------------




<PAGE>






                                    Exhibit A



1.       Description of Services to be Rendered

              1.1 Reporting directly to CEO of the Company;


2.       Compensation

2.1 Consulting fees:

              2.1.1   Consultant  shall  be  paid  monthly  a  basic  consulting
compensation at the rate of $500 per hour, payable in form of $300 cash and $200
in form of Company's common shares evaluated at the average closing price of the
last five (5) trading days of each month thereof;

              2.1.2 The  maximum  monthly  cash  compensation  shall not  exceed
$20,000. Any cash compensation in excess of this amount shall be pre-approved by
CEO of Company and any cash balance  above  $20,000 shall be paid in the form of
common shares of the Company;

              2.1.3 Consultant may, upon mutual consent by both parties, acquire
Common  Stock of  Company  in lieu of  whole  or part of its  cash  compensation
components.

2.2 Payment of fees:

              2.2.1 The Company shall pay the consultant nine thousand  ($9,000)
dollars  upon the signing of this  Agreement as the advance for the first month'
cash  compensation  for  regular  30  service  hours.  The cash  portion  of the
consulting compensation, nine thousand ($9,000) dollars shall be made payable to
the Consultant at the 1st day of each month thereafter. Any cash compensation in
excess of this amount as a result of extra hour consulting  services rendered by
the consultant  shall be paid to the Consultant on the 1st day of the next month
subject to section 2.1.2.  Stock portion  pursuant to section 2.1.1,  and 2.1.3,
and all other  eligible  shares as a result of extra  hour  consulting  services
shall be, calculated at the proportional rate set forth in section 2.1.1, issued
to the consultant at the 10th day of the next month.

              2.2.2 If the Consultant  engaged during any month whereby the cash
portion of the compensation would reach the maximum of twenty thousand ($20,000)
dollars,   and  CEO  of  the  Company  has  not  pre-approved  any  excess  cash
compensation,  the excess cash portion shall be converted into the common shares
of the Company at the equivalent  cash value,  evaluated at the average  closing
price of the last  five (5)  trading  days of that  month,  and be paid with all
other eligible common shares on the 10th day of the next month.

2.3 Upfront shares:

              2.3.1  Consultant is entitled to five hundred  thousand  (500,000)
Common Stock of Company after this Agreement is executed by both parties.

2.4 Bonus:

              2.4.1  Consultant  shall also be entitled to a bonus determined at
the sole discretion of the Board of Directors.

2.5 Stock options:

              2.5.1  Consultant  shall be  entitled  to options  to acquire  1.8
million  (1,800,000)  shares of the Common  Stock of the Company at the exercise
price  twenty five cents  ($0.25) for the period of 5 years  effective as of the
date of signing  this  Agreement.  The  options  shall be vested in at a rate of
150,000 per month starting with the first month of this Agreement and completing
on the 12th month of this Agreement.

              2.5.2 Shares and warrants  granted  pursuant to this Agreement are
non-cancelable.


3.       Minimum Time to be Expended

              3.1  Consultant  shall be  engaged  for a minimum  of 30 hours per
month and may provide  additional  consulting  services to the Company by mutual
consent.







<PAGE>




                                    Exhibit B



           CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
                                 FOR CONSULTANT



<PAGE>



         This CONFIDENTIAL  INFORMATION AND INVENTION  ASSIGNMENT AGREEMENT (the
   "Agreement")  is made  between  CathayOnline  Inc.  (the  "Company")  and the
   undersigned consultant.

         In  consideration  of my  relationship  with  the  Company  (which  for
   purposes of this  Agreement  shall be deemed to include any  subsidiaries  or
   Affiliates** of the Company),  the receipt of confidential  information while
   associated with the Company,  and other good and valuable  consideration,  I,
   the undersigned individual, agree that:

         1. Term of Agreement.  This Agreement  shall continue in full force and
   effect  for a period of three  months  and shall  continue  thereafter  until
   terminated with 30 days notice through a written  instrument signed by either
   party.

         2.   Confidentiality.
              ---------------

              (a) Definitions.  "Proprietary Information" is all information and
   any idea whatever form,  tangible or intangible,  pertaining in any manner to
   the  business of the Company,  or any of its  Affiliates,  or its  employees,
   clients,  consultants,  or  business  associates,  which was  produced by any
   employee or consultant of the Company in the course of his or her  employment
   or consulting  relationship or otherwise produced or acquired by or on behalf
   of the Company.  All  Proprietary  Information not generally known outside of
   the Company's  organization,  and all  Proprietary  Information so known only
   through  improper  means,  shall be  deemed  "Confidential  Information."  By
   example  and without  limiting  the  foregoing  definition,  Proprietary  and
   Confidential Information shall include, but not be limited to:

              (1)  formulas,  research and  development  techniques,  processes,
              trade secrets, computer programs, software, electronic codes, mask
              works, inventions, innovations, patents, patent

              applications,  discoveries, improvements, data, know-how, formats,
              test results, and research projects;

              (2) information about costs, profits,  markets,  sales,  contracts
              and lists of customers, and distributors;

              (3) business, marketing, and strategic plans;

              (4)  forecasts,   unpublished  financial   information,   budgets,
              projections,   and  customer   identities,   characteristics   and
              agreements; and

              (5) employee personnel files and compensation information.

         Confidential  Information  is to be broadly  defined,  and includes all
   information  that has or could have commercial  value or other utility in the
   business in which the Company is engaged or  contemplates  engaging,  and all
   information of which the unauthorized  disclosure could be detrimental to the
   interests of the Company,  whether or not such  information  is identified as
   Confidential Information by the Company.

              (b) Existence of  Confidential  Information.  The Company owns and
   has  developed  and  compiled,  and will develop and compile,  certain  trade
   secrets, proprietary techniques and other Confidential Information which have
   great value to its business. This Confidential  Information includes not only
   information disclosed by the Company to me, but also information developed or
   learned by me during the course of my relationship with the Company.

              (c) Protection of Confidential  Information.  I will not, directly
   or indirectly,  use, make available,  sell, disclose or otherwise communicate
   to any third party,  other than in my assigned  duties and for the benefit of
   the Company, any of the Company's Confidential Information,  either during or
   after my relationship with the Company.  In the event I desire to publish the
   results of my work for the Company  through  literature  or speeches,  I will
   submit such  literature  or speeches to the President of the Company at least
   10 days before  dissemination  of such  information  for a  determination  of
   whether such disclosure may alter trade secret status,  may be prejudicial to
   the interests of the Company, or may constitute an invasion of its privacy. I
   agree not to publish,  disclose or  otherwise  disseminate  such  information
   without prior written approval of the President of the Company. I acknowledge
   that I am aware that the unauthorized disclosure of Confidential  Information
   of the Company may be highly  prejudicial  to its  interests,  an invasion of
   privacy, and an improper disclosure of trade secrets.

              (d) Delivery of Confidential Information.  Upon request or when my
   relationship with the Company  terminates,  I will immediately deliver to the
   Company  all copies of any and all  materials  and  writings  received  from,
   created for, or belonging to the Company including, but not limited to, those
   which relate to or contain Confidential Information.

              (e) Location and  Reproduction.  I shall  maintain at my workplace
   only such  Confidential  Information  as I have a  current  "need to know." I
   shall  return to the  appropriate  person or location or  otherwise  properly
   dispose of Confidential  Information once that need to know no longer exists.
   I shall not make copies of or otherwise  reproduce  Confidential  Information
   unless there is a legitimate business need of the Company for reproduction.

              (f) Prior Actions and Knowledge. I represent and warrant that from
   the time of my first contact with the Company I held in strict confidence all
   Confidential Information and have not disclosed any Confidential Information,
   directly or  indirectly,  to anyone  outside the  Company,  or used,  copied,
   published, or summarized any Confidential  information,  except to the extent
   otherwise permitted in this Agreement.

              (g) Third-Party  Information.  I acknowledge  that the Company has
   received and in the future will receive from third parties their confidential
   information  subject  to a  duty  on  the  Company's  part  to  maintain  the
   confidentiality  of such  information  and to use it only for certain limited
   purposes.  I agree  that I will  at all  times  hold  all  such  confidential
   information in the strictest confidence and not to disclose or use it, except
   as necessary to perform my  obligations  hereunder and as is consistent  with
   the Company's agreement with such third parties.

              (h) Third  Parties.  I  represent  that my  relationship  with the
   Company  does not and will not  breach  any  agreements  with or  duties to a
   former  employer or any other third party. I will not disclose to the Company
   or use on its behalf any confidential  information  belonging to others and I
   will not bring onto the premises of the Company any confidential  information
   belonging to any such party unless consented to in writing by such party.

         3.   Proprietary Rights, Inventions and New Ideas.
              --------------------------------------------

              (a)  Definition.  The term "Subject Ideas or Inventions"  includes
   any and all ideas, processes, trademarks, service marks, inventions, designs,
   technologies,  computer  hardware or software,  original works of authorship,
   formulas,  discoveries,  patents,  copyrights,  copyrightable works products,
   marketing and business ideas, and all improvements,  know-how,  data, rights,
   and claims related to the foregoing that,  whether or not  patentable,  which
   are  conceived,  developed  or created  which:  (1)  relate to the  Company's
   current  or  contemplated  business;  (2) relate to the  Company's  actual or
   demonstrably  anticipated  research or development;  (3) result from any work
   performed  by me for  the  Company;  (4)  involve  the  use of the  Company's
   equipment,  supplies,  facilities  or trade  secrets;  (5) result from or are
   suggested by any work done by the Company or at the Company's request, or any
   projects  specifically assigned to me; or (6) result from my access to any of
   the Company's memoranda,  notes, records,  drawings,  sketches, models, maps,
   customer lists, research results, data, formulae, specifications, inventions,
   processes, equipment or other materials (collectively, "Company Materials").

              (b) Company Ownership. All right, title and interest in and to all
   Subject Ideas and  Inventions,  including but not limited to all  registrable
   and patent rights which may subsist  therein,  shall be held and owned solely
   by the Company, and where applicable,  all Subject Ideas and Inventions shall
   be  considered  works  made for  hire.  I shall  mark all  Subject  Ideas and
   Inventions  with the  Company's  copyright  or other  proprietary  notice  as
   directed by the Company and shall take all actions  deemed  necessary  by the
   Company  to  protect  the  Company's  rights  therein.  In the event that the
   Subject Ideas and Inventions shall be deemed not to constitute works made for
   hire, or in the event that I should otherwise, by operation of law, be deemed
   to retain any rights (whether moral rights or otherwise) to any Subject Ideas
   and  Inventions,   I  agree  to  assign  to  the  Company,   without  further
   consideration,  my entire right,  title and interest in and to each and every
   such Subject Idea and Invention.

              (c) Disclosure.  I agree to disclose  promptly to the Company full
   details of any and all Subject Ideas and Inventions.

               (d)Determination of Subject Ideas and Inventions. I further agree
   that all information and records pertaining to any idea, process,  trademark,
   service mark, invention,  technology, computer hardware or software, original
   work of authorship,  design, formula, discovery, patent, copyright,  product,
   and all improvements,  know-how,  rights, and claims related to the foregoing
   ("Intellectual  Property"),  that I do not  believe  to be a Subject  Idea or
   Invention,  but that is conceived,  developed,  or reduced to practice by the
   Company (alone by me or with others) during my relationship  with the Company
   and for one (1) year  thereafter,  shall be  disclosed  promptly by me to the
   Company.  The Company shall examine such  information to determine if in fact
   the  Intellectual  Property is a Subject  Idea or  Invention  subject to this
   Agreement.

              (e) Access.  Because of the  difficulty of  establishing  when any
   Subject Ideas or Inventions are first  conceived by me, or whether it results
   from my access to Confidential Information or Company Materials, I agree that
   any Subject Idea and Invention shall, among other circumstances, be deemed to
   have resulted  from my access to Company  Materials if: (1) it grew out of or
   resulted  from my work with the Company or is related to the  business of the
   Company, and (2) it is made, used, sold, exploited or reduced to practice, or
   an  application  for  patent,  trademark,   copyright  or  other  proprietary
   protection is filed  thereon,  by me or with my significant  aid,  within one
   year after termination of my relationship with the Company.

              (f) Authorization to Company.  In the event the Company is unable,
   after reasonable  effort, to secure my signature on any patent,  copyright or
   other analogous protection relating to a Subject Idea and Invention,  whether
   because  of my  physical  or  mental  incapacity  or  for  any  other  reason
   whatsoever,  I hereby  irrevocably  designate and appoint the Company and its
   duly authorized officers and agents as my agent and attorney-in-fact,  to act
   for and on my behalf  and  stead to  execute  and file any such  application,
   applications or other  documents and to do all other lawfully  permitted acts
   to further the  prosecution,  issuance,  and  enforcement of letters  patent,
   copyright  or other  analogous  rights or  protections  thereon with the same
   legal  force and effect as if  executed  by me. My  obligation  to assist the
   Company in obtaining and enforcing  patents and  copyrights for Subject Ideas
   and Inventions in any and all countries shall continue beyond the termination
   of my relationship with the Company, but the Company shall compensate me at a
   reasonable  rate after such  termination for time actually spent by me at the
   Company's request on such assistance.

              (g)  Acknowledgement.  I  acknowledge  that there are no currently
   existing ideas,  processes,  inventions,  discoveries,  marketing or business
   ideas or  improvements  which I desire to exclude from the  operation of this
   Agreement. To the best of my knowledge,  there is no other contract to assign
   inventions,  trademarks,  copyrights, ideas, processes,  discoveries or other
   intellectual  property  that is now in  existence  between  me and any  other
   person (including any business or governmental entity).

              (h) No Use of Name. I shall not at any time use the Company's name
or any the Company trademark(s) or trade name(s) in any advertising or publicity
without the prior written consent of the Company.

         4.   Competitive Activity.
              --------------------

              (a)  Acknowledgment.   I  acknowledge  that  the  pursuit  of  the
   activities forbidden by Section 4(b) below would necessarily involve the use,
   disclosure or misappropriation of Confidential Information.

              (b)   Prohibited   Activity.   To  prevent   the   above-described
   disclosure,  misappropriation and breach, I agree that during my relationship
   and for a period of one (1) year  thereafter,  without the Company's  express
   written consent, I shall not, directly or indirectly, (i) employ, solicit for
   employment,  or recommend for employment  any person  employed by the Company
   (or any Affiliate);  and (ii) engage in any present or contemplated  business
   activity that is or may be competitive with the Company (or any Affiliate) in
   any state where the Company  conducts its  business,  unless I can prove that
   any action taken in  contravention  of this  subsection (ii) was done without
   the use in any way of Confidential Information.

         5.  Representations and Warranties.  I represent and warrant (i) that I
   have no obligations, legal or otherwise,  inconsistent with the terms of this
   Agreement or with my undertaking a relationship  with the Company;  (ii) that
   the  performance of the services called for by this Agreement do not and will
   not violate any  applicable  law, rule or regulation  or any  proprietary  or
   other right of any third party;  (iii) that I will not use in the performance
   of my responsibilities for the Company any confidential  information or trade
   secrets of any other person or entity;  and (iv) that I have not entered into
   or will enter into any  agreement  (whether oral or written) in conflict with
   this Agreement.

         6.   Termination Obligations.
              -----------------------

              (a) Upon the  termination of my  relationship  with the Company or
   promptly upon the  Company's  request,  I shall  surrender to the Company all
   equipment,  tangible Proprietary  Information,  documents,  books, notebooks,
   records,  reports,  notes,  memoranda,   drawings,  sketches,  models,  maps,
   contracts,  lists,  computer  disks (and other  computer-generated  files and
   data),   any  other  data  and  records  of  any  kind,  and  copies  thereof
   (collectively,  "Company  Records"),  created on any medium and furnished to,
   obtained  by,  or  prepared  by myself in the  course  of or  incident  to my
   relationship with the Company, that are in my possession or under my control.

              (b) My representations,  warranties,  and obligations contained in
   this  Agreement  shall survive the  termination of my  relationship  with the
   Company.

              (c) Following any termination of my relationship with the Company,
   I will  fully  cooperate  with the  Company  in all  matters  relating  to my
   continuing obligations under this Agreement.

              (d) I hereby grant consent to  notification  by the Company to any
   of my future  employers  or  companies  I consult  with  about my rights  and
   obligations under this Agreement.

              (e) Upon termination of my relationship  with the Company,  I will
   execute a Certificate  acknowledging  compliance  with this  Agreement in the
   form reasonably requested by the Company.

         7. Injunctive  Relief.  I acknowledge  that my failure to carry out any
   obligation under this Agreement,  or a breach by me of any provision  herein,
   will constitute immediate and irreparable damage to the Company, which cannot
   be fully and  adequately  compensated in money damages and which will warrant
   preliminary and other injunctive  relief, an order for specific  performance,
   and other  equitable  relief.  I further agree that no bond or other security
   shall be required in obtaining such equitable  relief and I hereby consent to
   the issuance of such injunction and to the ordering of specific  performance.
   I also  understand  that  other  action  may be taken and  remedies  enforced
   against me.

              8. Modification.  No modification of this Agreement shall be valid
unless made in writing and signed by both parties.

              9. Binding  Effect.  This  Agreement  shall be binding upon me, my
heirs,  executors,  assigns  and  administrators  and is for the  benefit of the
Company and its successors and assigns.

              10. Governing Law. This Agreement shall be construed in accordance
with, and all actions arising under or in connection therewith shall be governed
by, the internal laws of the State of New York without  reference to conflict of
law principles.

         11.  Integration.  This Agreement sets forth the parties' mutual rights
   and  obligations   with  respect  to  proprietary   information,   prohibited
   competition,  and  intellectual  property.  It is  intended  to be the final,
   complete,  and  exclusive  statement of the terms of the parties'  agreements
   regarding  these  subjects.  This  Agreement  supersedes  all other prior and
   contemporaneous  agreements and statements on these subjects,  and it may not
   be  contradicted  by evidence of any prior or  contemporaneous  statements or
   agreements. To the extent that the practices,  policies, or procedures of the
   Company,  now or in the future, apply to myself and are inconsistent with the
   terms of this  Agreement,  the  provisions  of this  Agreement  shall control
   unless changed in writing by the Company.

         12. Not Employment.  This Agreement is not an employment agreement as I
   am an independent consultant.  I understand that the Company may terminate my
   association with it at any time, with or without cause,  subject to the terms
   of any separate written  consulting  agreement  executed by a duly authorized
   officer of the Company.

         13.  Construction.  This  Agreement  shall  be  construed  as a  whole,
   according to its fair meaning,  and not in favor of or against any party.  By
   way of example and not  limitation,  this  Agreement  shall not be  construed
   against  the  party  responsible  for any  language  in this  Agreement.  The
   headings of the paragraphs  hereof are inserted for convenience  only, and do
   not constitute part of and shall not be used to interpret this Agreement.

         14.  Attorneys'  Fees.  Should  either I or the  Company,  or any heir,
   personal  representative,  successor  or  permitted  assign of either  party,
   resort to legal  proceedings to enforce this Agreement,  the prevailing party
   (as defined in California  statutory law) in such legal  proceeding  shall be
   awarded, in addition to such other relief as may be granted,  attorneys' fees
   and costs incurred in connection with such proceeding.

         15. Severability. If any term, provision, covenant or condition of this
   Agreement,  or the application thereof to any person,  place or circumstance,
   shall be held to be invalid,  unenforceable  or void,  the  remainder of this
   Agreement and such term, provision, covenant or condition as applied to other
   persons, places and circumstances shall remain in full force and effect.

         16.  Rights  Cumulative.  The  rights  and  remedies  provided  by this
   Agreement are  cumulative,  and the exercise of any right or remedy by either
   the Company or me (or by that party's successor), whether pursuant hereto, to
   any other  agreement,  or to law,  shall not  preclude or waive that  party's
   right to exercise any or all other rights and remedies.  This  Agreement will
   inure to the benefit of the Company and its successors and assigns.

         17.  Nonwaiver.  The  failure  of either  the  Company  or me,  whether
   purposeful  or  otherwise,  to exercise in any instance  any right,  power or
   privilege  under this Agreement or under law shall not constitute a waiver of
   any  other  right,  power  or  privilege,  nor of the  same  right,  power or
   privilege in any other  instance.  Any waiver by the Company or by me must be
   in writing  and signed by either  myself,  if I am seeking to waive any of my
   rights under this Agreement,  or by an officer of the Company (other than me)
   or some other person duly authorized by the Company.

         18.  Notices.  Any notice,  request,  consent or  approval  required or
   permitted  to be given  under  this  Agreement  or  pursuant  to law shall be
   sufficient if it is in writing,  and if and when it is hand delivered or sent
   by regular  mail,  with postage  prepaid,  to my  residence  (as noted in the
   Company's records), or to the Company's principal office, as the case may be.

              19.  Agreement to Perform  Necessary  Acts. I agree to perform any
further  acts and  execute  and deliver  any  documents  that may be  reasonably
necessary to carry out the provisions of this Agreement.

              20.  Assignment.  This  Agreement may not be assigned  without the
Company's prior written consent.


              21.  Compliance with Law. I agree to abide by all federal,  state,
and local laws, ordinances and regulations.

         22.  Acknowledgment.  I acknowledge  that I have had the opportunity to
   consult  legal  counsel  in  regard to this  Agreement,  that I have read and
   understand  this  Agreement,  that I am fully aware of its legal effect,  and
   that I have  entered  into it  freely  and  voluntarily  and  based on my own
   judgment  and  not  on any  representations  or  promises  other  than  those
   contained in this Agreement.











         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the dates set forth below.

CAUTION:  THIS AGREEMENT CREATES IMPORTANT  OBLIGATIONS OF TRUST AND AFFECTS THE
CONSULTANT'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THE CONSULTANT
MAY DEVELOP.



   Dated: __________




   Consultant Signature

   Kenneth Levy, Executive Vice President

   For TrueYou.com Inc.



   CathayOnline Inc.



   By:
        ---------------------------------------------

   Name:
         -----------------------------------

   Title:                                   ______
           ---------------------------------------



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* For purposes of this  Agreement,  "Affiliate"  shall mean any person or entity
that shall directly or indirectly controls, is controlled by, or is under common
control with the Company.