Exhibit 10.3.2

SERVICE AGREEMENT

THIS AGREEMENT is dated as of the 8th day of August 2001.

BETWEEN:

(1)   First Ecom.com, Inc., a company formed under the laws of the State of
      Nevada, United States of America, and having its registered office at
      Suite 880, 50 West Liberty Street, Reno, Nevada, USA 89501 (the
      "Company"); and

(2)   Kenneth G.C. Telford, whose address is Suite 2715 Sutton Court, Harbour
      City, Tsimshatsui, Kowloon, Hong Kong (the "Executive").

AGREED as follows:-

1.    Appointment

1.1   Subject to the terms of this agreement, the Company shall employ the
      Executive and the Executive shall serve the Company as its Chief Financial
      Officer from 1 September 2001 to 31 August 2002.

1.8   The duration of this agreement may be extended by the Company giving not
      less than 60 days prior notice to the Executive and on terms mutually
      agreed between the Company and the Executive, but such terms shall not be
      less favourable to the Executive than those in this agreement.

1.9   As from 1 September 2001, this agreement shall supersede any previous
      agreement relating to the employment of the Executive by the Company or
      its Affiliates. For the sake of clarity, all the Executive's rights,
      benefits and other entitlements accrued prior to 1 September 2001 under
      such previous agreement shall not be affected by this agreement. If there
      is any conflict or inconsistency between this agreement and any such
      previous agreement, this agreement shall prevail. However, the Company
      shall recognize and provide full credit for all of the Executive's period
      of service with the Company or its Affiliates commencing 1 July 2000 in
      relation to all rights, entitlements or benefits which are calculated with
      reference to the Executive's period of service with the Company or its
      Affiliates.

2.    Duties

2.1   During his employment the Executive shall:-

      (a)   perform in any place outside Hong Kong, to the best of his ability
            and with all reasonable care, the duties and exercise the powers and
            functions which from time to time may reasonably be assigned to or
            vested in him by the Board in relation to the Company and any of its
            Affiliates;

      (b)   during working hours devote the whole of his time and attention to
            his duties;

      (c)   comply with all reasonable requests, instructions and regulations
            made by the Board and provide such explanations, information and
            assistance as to his activities or the business of the Company as
            the Board may reasonably require;

      (d)   faithfully and loyally serve the Company to the best of his ability
            and use his utmost endeavours to promote its interests and those of
            its Affiliates; and


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      (e)   not be engaged or interested directly or indirectly in any other
            employment, trade, business, profession or occupation unless such
            activities have been disclosed to the Board and do not breach any of
            the provisions in this agreement.

2.2   The Executive shall generally be in the office or undertaking Company
      business during normal office hours. The Executive shall also work such
      further hours (without any additional remuneration) as may be necessary
      for the proper performance of his duties.

3.    Remuneration and Benefits

3.13  Basic Remuneration

      As remuneration for the Executive's services, the Company shall pay to the
      Executive a Basic Remuneration of HK$90,000 per month payable in arrears
      on or before the last day of each calendar month (or if that day is not a
      Business Day, on the next preceding Business Day). The Board shall have
      complete discretion whether to grant any increase and any increase so
      granted shall take effect from such date as the Board may specify.

3.14  Year-End Payment

      The Company shall pay to the Executive one months' Basic Remuneration per
      calendar year of service as a year-end payment ("Year-End Payment"). If
      the Executive does not serve the Company for the whole of any particular
      year, the Executive shall be entitled to a rateable proportion of the
      Year-End Payment, unless this agreement is terminated by the Executive, or
      by the Company in accordance with Clause 9.1.

3.15  End of Contract Payment

      Provided that neither the Executive has terminated this agreement nor the
      Company has terminated this agreement pursuant to Clause 9.1, in either
      case before 31 August 2002 and this agreement is not extended, the Company
      shall pay to the Executive three month's Basic Remuneration on termination
      of this agreement as end of contract payment.

4.    Expenses

4.1   The Company shall reimburse the Executive for all reasonable travel,
      hotel, entertainment and other expenses properly incurred by him in the
      performance of his duties and properly claimed. The Executive shall
      provide such evidence of expenditures as the Company may reasonably
      require.

5.    Holidays

5.1   In addition to the normal public holiday in Hong Kong, the Executive shall
      be entitled to 15 Business Days paid holiday during each calendar year
      (accruing pro rata during the year) to be taken at such time as will not
      adversely interfere with the Company's business and approved by the Board.
      6. Other Benefits

6.1   The Executive shall be entitled to paid sick leave, medical and other
      benefits in accordance with the laws of Hong Kong or enjoyed by other
      employees of the Company of a similar level of seniority as the Executive,
      whichever is the more favourable to the Executive.

7.    Directorships

7.1   The Executive shall not be entitled to any director's fees or other
      remuneration in respect of the Executive's appointment as a director or
      officer of the Company or any Affiliate.


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8.    Confidential Information

8.1   During his employment the Executive shall not (except in the proper course
      of carrying out his duties to the Company) or at any time after his
      termination for any reason whatsoever disclose to any Person or, for
      himself or any other Person, otherwise make use of any Confidential
      Information or trade secrets relating to the Company or any of its
      Affiliates or any of its or their suppliers, agents, clients or customers
      and shall use his best efforts to prevent the unauthorised use or
      disclosure of any such information.

8.2   Without restricting the general nature of Clause 8.1, the Executive
      acknowledges that the Company and its Affiliates have certain proprietary
      interests and undertakes not, at any time (whether during his employment
      or at any time after its termination), to use or disclose for any
      unauthorised purpose, any confidential or secret information concerning
      any such matter.

8.3   Nothing in this agreement shall prohibit the disclosure by the Executive
      of information which:

      (m)   the Executive is required to disclose by applicable law. The
            Executive shall consult with the Company so far as may be reasonably
            possible before making any such disclosure;

      (n)   was known to the Executive prior to it being disclosed;

      (o)   is disclosed on a confidential basis to consultants or advisers of
            the Company or an Affiliate to assist that party in providing
            services for the Company or an Affiliate; or

      (p)   is disclosed in proceedings taken by the Executive for the
            enforcement of any rights or remedies under this agreement.

9.    Termination

9.10  Without prejudice to any remedy which it may have against the Executive
      for the breach of any of the provisions of this agreement, the Company may
      by notice to the Executive forthwith terminate this agreement if the
      Executive shall be guilty of any serious misconduct which entitles the
      Company or its Affiliate to terminate the Executive's employment summarily
      under the laws of Hong Kong.

9.11  The Executive may terminate this agreement upon providing to the Company 3
      months prior written notice or payment of 3 months Basic Remuneration in
      lieu thereof.

9.12  If this agreement is terminated on or before 31 August 2002 otherwise than
      under circumstances which entitle the Company to summarily terminate this
      agreement under Clause 9.1, the Executive shall be entitled to be paid all
      Basic Remuneration and all other benefits up to and including 31 August
      2002 (upon the termination of this agreement), as agreed compensation and
      not penalty, as if this agreement had not been terminated on or before
      that date.

10.   Obligations Upon Termination of Agreement

10.1  Upon the termination of his employment for whatever reason the Executive
      shall:-

      (a)   deliver up to the Company all property belonging to the Company or
            any of its Affiliates which may be in his possession or under his
            control, and (unless prevented by the owner) any papers and other
            property belonging to others which may be in his possession or under
            his control and which relate in any way to the business or affairs
            of the Company or any of its Affiliates or any supplier, agent or
            customer of the Company or any of its Affiliates, and he shall not,
            without the written consent of the Board, retain any copies of any
            such papers; and

      (b)   not at any time represent himself still to be connected with the
            Company or any of its Affiliates.


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11.   Effect of Termination of This Agreement

11.1  The expiry or termination of this agreement however arising shall not
      operate to affect any provisions which are expressed to operate or have
      effect after its termination or expiry and shall not prejudice the
      exercise of any right or remedy of either party accrued beforehand.

11.2  On the proper termination or expiry of this agreement, the Executive shall
      not have any claim against the Company for damages or compensation of any
      nature whatsoever, provided that the Company has complied with its
      obligations under this agreement.

12.   Protection of Goodwill

12.1  During his employment the Executive is likely to acquire Confidential
      Information belonging to the Company and its Affiliates and establish
      personal knowledge and influence with Persons dealing with the Company and
      its Affiliates. In these circumstances, and in order to protect the
      proprietary information and goodwill of the Company and the Affiliates,
      the Executive undertakes that he will be bound by the following
      restrictions.

12.2  The Executive shall not, without the prior written consent of the Board,
      for a period of 6 months after the termination for whatever reason of his
      employment under this agreement:

      (a)   be engaged or interested in any capacity (whether as a director,
            shareholder, principal, partner, consultant, employee, independent
            contractor or otherwise) in any business whose activities directly
            compete with the business activities of the Company or with any
            Affiliate in Hong Kong or in their other places of business at the
            time of such termination;

      (b)   either on his own behalf or on behalf of any other Person and
            whether directly or indirectly:

            (i)   canvass, solicit or approach or cause to be canvassed or
                  solicited or approached for orders for any services or goods
                  supplied by the Company or any Affiliate, any Person who to
                  the Executive's knowledge at the date of the termination of
                  the Executive's employment was a client or customer of the
                  Company or any Affiliate;

            (ii)  solicit or entice or try to solicit or entice away or employ
                  or try to employ any employee from the Company or any
                  Affiliate with whom the Executive had contact at any time
                  during the last year of his employment; or

            (iii) interfere or seek to interfere with the continued supply to
                  the Company or any Affiliate (or the terms relating to such
                  supplies) of any goods or services from or otherwise deal with
                  any suppliers who to the Executive's knowledge supplied goods
                  or services to the Company or any Affiliate at any time during
                  the last year of his employment.

12.3  Whilst each of the restrictions in this Clause are considered by the
      parties to be reasonable in all the circumstances and are necessary to
      protect the legitimate interests of the Company and its Affiliates, it is
      agreed and declared that if any one or more of such restrictions shall be
      judged to be void as going beyond what is reasonable in all the
      circumstances for the protection of the legitimate interests of the
      Company or any Affiliate but would be valid if words were deleted from it
      or the period of it reduced in scope the restrictions shall be deemed to
      apply with such modifications as may be necessary to make them valid and
      effective and any such modification shall not affect the validity of any
      other restriction.


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12.4  Nothing in this agreement shall prevent the Executive from being the
      holder for investment of securities which do not exceed 5% in nominal
      value of any class of securities quoted on an officially recognised stock
      exchange.

13.   Entire Agreement and Severability

13.1  This agreement constitutes the entire agreement between the parties
      concerning the employment described in it and both the Company and the
      Executive acknowledge that they have not entered into this agreement in
      reliance wholly or partly on any statement or representation made to
      either of them by or on behalf of the other except as set out in this
      agreement. No variation or addition to this agreement and no waiver of any
      provision of it shall be valid unless in writing signed by or on behalf of
      both parties. The headings of these provisions are for convenience of
      reference only and have no effect on their interpretation.

13.2  The provisions of this agreement are severable and if any provision is
      held to be invalid or unenforceable by a court of competent jurisdiction
      then such invalidity or unenforceability shall not affect the remaining
      provisions of this agreement.

14.   Notices

14.1  Any notice to be given under this agreement shall be in writing. Notice to
      the Executive shall be sufficiently served by being delivered personally
      to him or sent by pre-paid post (or air courier if sent internationally),
      addressed to him at his usual or last known place of abode. Notice to the
      Company shall be sufficiently served by being delivered to or sent by such
      post (or air courier if sent internationally), to the Company's address
      set out on the first page of this agreement or such other address as the
      Company may have given to the Executive by notice.

15.   Definitions

15.1  In this agreement:

      "Affiliate"                     means any holding company of the Company
                                      and any corporation which, from time to
                                      time, is a subsidiary (as defined by the
                                      Companies Ordinance of Hong Kong) or
                                      Associated Company of the Company or any
                                      holding company of the Company in any part
                                      of the world;

      "Associated Company"            means any corporation in which the Company
                                      or any holding company of the Company
                                      holds, owns or controls (directly or
                                      through other Persons) 20% or more of its
                                      issued share capital;

      "Basic Remuneration"            means the basic remuneration of HK$90,000
                                      per month referred to in Clause 3.1, as
                                      the same may be increased by the Board
                                      from time to time;

      "Board"                         means the board of directors of the
                                      Company or any Person authorised by it;

      "Business Day"                  means a day on which banks are open for
                                      business in Hong Kong, excluding Saturdays
                                      and Sundays;

      "Confidential Information"      of a Person means information of any
                                      nature concerning that Person or its
                                      business which is not publicly known,
                                      including any compilation which is not
                                      publicly available of items of public
                                      information and further includes (without
                                      limitation) such information concerning
                                      the business, finances, ownership, trade
                                      connections and know how of the Person,
                                      but excluding information which:

                                      (i)   is publicly known at the time of
                                            disclosure;

                                      (ii)  after disclosure becomes publicly
                                            known other than as a result of a
                                            breach of a confidentiality
                                            obligation;


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                                      (iii) can be shown to have been developed
                                            independently by the recipient
                                            before disclosure of the
                                            information;

                                      (vii) can be shown was made available to
                                            the recipient by some other Person
                                            who had a right to do so and who has
                                            not imposed on the recipient any
                                            obligation of confidentiality or
                                            restricted use;

      "Hong Kong"                     means the Hong Kong Special Administrative
                                      Region, People's Republic of China;

      "Person"                        includes any natural person, corporation
                                      (state, federal, municipal or otherwise),
                                      unincorporated association (including
                                      partnership) and any form of governmental
                                      body or authority or other entity or body
                                      of any nature whatsoever in each case in
                                      any part of the world; and

      "Year-End Payment"              has the meaning defined in Clause 3.3.

17.   Governing Law

17.1  This agreement shall be governed by and interpreted according to the laws
      of Hong Kong and the parties submit to the non exclusive jurisdiction of
      the Hong Kong Courts.

AS WITNESS the Executive and the duly authorised representative of the Company
have set their hands the day and year first above written


SIGNED by Gregory Michael Pek           )
for and on behalf of                    )
First Ecom.com, Inc.                    )                SIGNED
in the presence of:-                    )


SIGNED by Kenneth G.C. Telford          )
in the presence of:-                    )                SIGNED


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