EXHIBIT
      10.38

     

    Employment
      Agreement

    


    
      	
              Employer
                (Party A):

            	
              Winner
                Industries
                (Shenzhen) Co., Ltd. 

            
	
              Address:

            	
              
                Winner
                  Insutrial Park, Bulong
                  Road, Longhua, Shenzhen

              

            
	
              Legal
                Representative:

            	
              Jianquan
                Li

            
	
              Telephone:

            	
              0755-28138888

            
	 	 
	
              Employee
                (Party B): 

            	
              Jiagan
                Chen

            
	
              ID
                Number:

            	
              
                420106195110181215

              

            
	
              Gender:

            	
              Male

            
	
              Current
                Address:

            	
              Kongzhuqian
                Street, Wuchang District, Wuhan

            
	
              Tel:

            	
              
                28138888-107

              

            


    

     

    In
      accordance with the Labor Law of People’s Republic of China (“PRC”) and relevant
      laws and regulations, both Parties have reached the following agreement pursuant
      to the principles of equality, free will and mutual negotiation:

    


    
      	1.	
              Term
                

            


    

    
      	1.1	
              Term
                of Employment

            


    

    Both
      Parties agree that the term of the employment shall be from January
      1st,
      2005 to
      January 1st,
      2008.


    


    
      	1.2	
              Term
                of Probation 

            


    

    There
      is
      no probation period.

    


    
      	2.	
              Work
                Position 

            


    

    
      	2.1	
              The
                work position of Party B will be vice
                president of Party A. 

            


    

    


    
      	2.2	
              The
                work duty of Party B is to be in charge of the
                projects management and construction of Party
                A.

            


    

    


    
      	2.3	
              This
                Agreement shall be amended in case that Party A intends to adjust
                the work
                position of Party B. Both Parties shall reach and sign the relevant
                written agreement or letter of notifications which shall be attached
                to
                this Agreement.

            


    

    


    
      	2.4	
              A
                supplementary agreement shall be signed in case that Party A intends
                to
                second Party B to work in other entities.


            


    

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Work
                Time

            


    

    
      	3.1	
              The
                work time shall be standard work time: 7.5 hours per day and 40 hours
                per
                week with at least one day break for each
                week;

            


    

    


    
      	3.2	
              For
                any overtime working for the purpose of production or operation of
                Party
                A, provisions of Article 41 of the Labor Law shall
                apply.

            


    

    


    
      	4.	
              Salary

            


    

    
      	4.1	
              The
                salary of Party B for his normal work time (no more than 20.92 days
                each
                month) shall be calculated in accordance with the relevant provisions
                of
                the Administrative Manual for Remunerations of Party A.
                

            


    

    


    
      	4.2	
              The
                pay day shall be the 15th
                day of each month. Party A shall pay the salary in cash at least
                once a
                month and shall not withhold and reduce Party B’s salary without
                justifiable reasons.

            


    

    


    
      	4.3	
              The
                overtime work pay, holiday pay and salary under other special
                circumstances of Party B shall be carried out in accordance with
                the Rules
                on the Salary Payment for Employees in Shenzhen and other relevant
                PRC
                laws and regulations. 

            


    

    


    
      	5.	
              Labor
                Protection and Labor
                Conditions

            


    

    
      	5.1	
              Party
                A shall provide Party B with safe and healthy labor conditions and
                necessary labor protection equipments as legally
                required;

            


    

    


    
      	5.2	
              Party
                A shall arrange free medical examination for Party B once a
                year;

            


    

    


    
      	5.3	
              Party
                B is entitled to refuse to obey Party A’s orders which are in violation of
                relevant laws and may be hazardous to health and safety and is entitled
                to
                demand Party A to correct its action or report to competent
                authorities.

            


    

    


    
      	6.	
              Social
                Insurance and Welfare

            


    

    
      	6.1	
              Party
                A shall purchase social insurance for Party B in accordance with
                relevant
                laws. In case of breach of this obligation by Party A, Party B is
                entitled
                to report to social insurance administrative authority for proper
                treatment. 

            


    

    


    
      	6.2	
              In
                case of illness or industrial injury of Party B, Party A shall grant
                Party
                B medical treatment break in accordance with PRC laws and shall pay
                salary
                for the period of medical treatment break in accordance with the
                Rules on
                the Salary Payment for Employees in Shenzhen. If Party A fails to
                purchase
                medical insurance for Party B, Party A shall pay for the medical
                treatment
                as required by the relevant medical insurance rules.
                

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	6.3	
              In
                case of occupational disease, industrial injury or decease caused
                by work
                of Party B, Party A shall carry out its obligations under the Law
                of
                Prevention and Treatment of Occupational Disease, Rules on Insurance
                for
                Industrial Injury and other relevant PRC laws and
                regulations.

            


    

    


    
      	6.4	
              Party
                A shall grant Party B national holiday, maternity leave, annual leave,
                family reunion leave, wedding leave and funeral leave etc and pay
                salary
                for such period in accordance with relevant PRC law.
                

            


    

    


    
      	7.	
              Work
                Discipline

            


    

    
      	7.1	
              Party
                A shall notify Party B with all the rules and regulations which are
                established by Party A through due procedures and in accordance with
                national and provincial laws and regulations. Party A is entitled
                to
                examine, assess the implementation of such rules and regulations
                by Party
                B and grant award or punishment
                accordingly.

            


    

    


    
      	7.2	
              Party
                B shall abide by the relevant national, provincial and municipal
                laws and
                regulations and the rules and regulations of Party A as mentioned
                in the
                above clause. Party B shall abide by the safety operation procedures
                and
                complete his work assignment on
                time.

            


    

    


    
      	7.3	
              Party
                B shall abide by the relevant national, provincial and municipal
                rules on
                family planning.

            


    

    


    
      	8.	
              Amendment
                

            


    

    
      	8.1	
              Any
                Party who intends to amend this Agreement shall notify the other
                Party in
                writing.

            


    

    


    
      	8.2	
              This
                Agreement may be amended by both Parties through due
                procedures.

            


    

    


    
      	9.	
              Termination
                before Expiry

            


    

    
      	9.1	
              The
                termination of this Agreement before expiry by both Parties shall
                be
                carried out in accordance with relevant laws and regulations and
                Party A
                shall pay the compensation to Party B if it is so required by laws.
                

            


    

    


    
      	9.2	
              Both
                Parties shall go through the relevant procedures within 3 days after
                the
                termination of this Agreement.

            


    

    


    
      	10.	
              Termination

            


    

    
      	10.1	
              This
                Agreement shall terminate upon expiry of its term or under other
                circumstances as agreed by both
                Parties.

            


    

    


    
      	10.2	
              Party
                A shall notify Party B in writing of its intention to renew or terminate
                this Agreement before the expiry of this Agreement. Both Parties
                shall
                complete the due procedures to renew this Agreement 30 days in advance
                before the expiry date or complete the due procedures to terminate
                this
                Agreement within 3 days after the expiry date of this
                Agreement.

            


    

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	11.	
              Breach
                of Contract

            


    

    
      	11.1	
              In
                case that Party A fails to perform its obligations in accordance
                with the
                relevant laws, it shall be deemed as breach of contract by Party
                A. Party
                B is entitled to demand compensation in accordance with the Labor
                Law and
                terminate this Agreement;

            


    

    


    
      	11.2	
              Party
                B shall fully perform its duties, complete his work assignment and
                abide
                by this Agreement and work disciplines. In case of breach of the
                above
                obligations by Party B, Party B shall bear the liabilities accordingly
                and
                Party A is entitled to terminate this
                Agreement.

            


    

    


    
      	12.	
              Dispute
                Settlement

            


    

    Any
      labor
      dispute between the Parties shall be settled first by friendly consultation,
      and
      then be submitted to the Labor Dispute Mediation Commission of Party A for
      mediation. In case that the dispute cannot be settled by mediation, such dispute
      shall be submitted to the local Labor Dispute Arbitration Commission for
      arbitration within 60 days after the occurrence of the dispute. Either party
      may
      also submit the dispute for arbitration directly. Any Party may submit the
      dispute to the People’s Court within 15 days if it is not satisfied with the
      arbitration award. 

    


    
      	13.	
              Other
                Issues

            


    

    
      N/A

       

    

    
      	14.	
              For
                any unaddressed issues or any clause of this Agreement which is in
                conflict with current PRC laws and regulations, provisions of the
                current
                laws and regulations shall apply.

            


    

    


    
      	15.	
              This
                Agreement shall come into effect once it is signed or stamped by
                both
                Parties. 

            


    

    


    
      	16.	
              This
                Agreement has two originals and each Party shall hold one
                original.

            


    

    


    


    
      	
              Party
                A:

            	
              Winner
                Industries (Shenzhen) Co., Ltd. 

            
	
              Legal
                Representative:

            	
              Jianquan
                Li

            
	 	 
	
              Party
                B:

            	
              Jiagan
                Chen

            
	 	 
	
              Date:

            	
              January
                1st,
                2005

            
	 	 
	
              -4-