THIS AGREEMENT is made on the 1st day of October 2001


BETWEEN:

(1)  HANG FUNG GOLD  TECHNOLOGY  LIMITED whose principal place of business is at
     Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre, 21 Man Lok Street,
     Hunghom, Kowloon, Hong Kong (the "Company"); and

(2)  LAM SAI WING of Flat D, 10th Floor,  Block B, Mountain Court,  No. 5 Ho Man
     Tin Hill Road, Ho Man Tin, Kowloon, Hong Kong (the "Executive").

WHEREAS the Company has agreed to employ the Executive and the Executive has
agreed to serve the Company as an executive director on the following terms and
conditions.

WHEREBY IT IS AGREED AS FOLLOWS:-

1.       INTERPRETATION

(A)  In this Agreement, unless the context otherwise requires:-

     "Board" means the board of directors of the Company from time to time;

     "Business" means all the business and affairs carried out by the Group from
     time to time and with which the Executive was concerned during the 12 month
     period prior to the termination of the Employment;

     "Companies Ordinance" means the Companies Ordinance (Cap. 32 of the Laws of
     Hong Kong) from time to time amended or re-enacted;

     "Group" means the Company and its  subsidiaries  from time to time (and the
     expression "member of the Group" shall be construed accordingly);

     "Group  Employee"  means any  person who was  employed  by the Group for at
     least three months prior to and on the Termination Date, and

(i)  with whom the Executive has had personal  contact or dealings in performing
     his duties of employment; or

(ii) who has or has had  material  contact  with  customers  or suppliers of the
     Group in performing his or her duties of employment with the Group; or

(iii) who was a member of the management team of any company within the Group .

     "Hong Kong" means the Hong Kong Special Administrative region of the PRC;
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     "HK$" means Hong Kong dollars;

     "Listing  Rules" means the Rules Governing the Listing of Securities on The
     Stock Exchange of Hong Kong Limited;

     "PRC" means the People's Republic of China;

     "Stock Exchange" means The Stock Exchange of Hong Kong Limited;

     "subsidiary" means a company:

(a)  of which the Company controls the composition of the board of directors; or

(b)  of which the Company controls more than half of the voting power; or

(c)  of which the  company  holds  more than half of the  issued  share  capital
     (excluding  any part of it which carries no right to  participate  beyond a
     specified amount in a distribution of either profits or capital); or

(d)  which is a subsidiary  of any company which is a subsidiary of the Company;
     and

     "Termination Date" means the date when the Executive's  employment with the
     Company terminates.

(B)  References  herein to Clauses and Schedules  are  references to the clauses
     and schedules of this Agreement  which shall be deemed to form part of this
     Agreement.  The heading in this  Agreement are inserted for  convenience of
     reference only and do not affect the interpretation hereof.

(C)  References  herein to one gender  include  references to all other genders.
     References  herein to persons  include  references to  individuals,  firms,
     companies,  corporations  and  unincorporated  bodies of  persons  and vice
     versa.  References herein to the singular number include  references to the
     plural and vice versa.

(D)  Terms  defined  in  Section  2 of the  Companies  Ordinance  shall  in this
     Agreement have the meanings ascribed to them in that section.

2.    EMPLOYMENT

      Pursuant to a service agreement dated 27th February 1999 between the
      Company and the Executive (the "Service Agreement"), which expired on 30th
      September 2001, the Company agrees to continue to employ the Executive and
      the Executive agrees to serve the Company as an executive director, by
      extending the Service Agreement for a further term of three years to
      expire on 30th September 2004 subject to variation of the remuneration
      under the Service Agreement which variation takes effect from 1st October
      2001; and upon the terms and subject to the conditions hereinafter
      appearing.
<PAGE>

3.       DURATION

      The employment of the Executive by the Company shall commence from 1st
      October 2001 for a term of three years. Subject to Clause 10, either party
      may terminate this Agreement by giving not less than three months' written
      notice or payment of salary in lieu thereof to the other party, such
      notice to expire no earlier than on 30th September 2004.

4.       EXECUTIVE'S DUTIES

      The Executive shall, during the continuance of his employment hereunder:

(a)   serve the Company as an executive director and, in such capacity, perform
      such duties and exercise the powers from time to time assigned to or
      vested in him by the Board;

(b)   comply with and conform to any lawful instructions or directions from time
      to time given or made by the Board, or with the authority of the Board,
      and shall comply with the Company's rules, regulations, policies and
      procedures from time to time in force;

(c)   faithfully and diligently serve the Group and use his best endeavours to
      promote the business and interests thereof;

(d)   devote himself exclusively and diligently to the business and interests of
      the Group and personally attend thereto at all times during usual business
      hours and during such other times as the Company may reasonably require
      except in case of incapacity through illness or accident in which case he
      shall forthwith notify the Secretary of the Company of such incapacity and
      shall furnish to the Board such evidence thereof as it may require;

(e)   keep the Board promptly and fully informed (in writing if so requested) of
      his conduct of the business or affairs of the Group and provide such
      explanations as the Board may require in connection therewith;

(f)   comply to the best of his ability with the Listing Rules from time to time
      in force for so long as the Company is listed on the Stock Exchange; and

(g)   not demand or accept or permit any member of his family to demand or
      accept from third parties any gifts, benefits or advantages offered or
      given to the Executive or a member of his family by reason of his
      employment with the Company.
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5.    REMUNERATION

5.1.  With effect from 1st October, 2001, the remuneration of the Executive
      shall be revised as follows:

(a)  an annual salary of HK$5,000,000  payable in twelve installments or in such
     manner as may be agreed  between the Company and the Executive from time to
     time no later  than the  first  day of each  calendar  month to which  such
     salary  relates,  such salary to include any sum  receivable  as director's
     fees or other  remuneration from any other member of the Group. This salary
     will be reviewed by the Board on or around 1 April each year; and

(b)  a discretionary bonus of such amounts (if any) at such times and subject to
     such conditions as the Board may in its absolute  discretion  decide.  Such
     bonus, if payable,  shall be calculated as a percentage of the consolidated
     net profit  after  taxation  and  extraordinary  items of the Group of each
     financial  year (as disclosed by the audited  consolidated  accounts of the
     Group) (the  "Consolidated  Profit")  provided that the aggregate amount of
     bonus payable to all the executive directors shall not exceed five per cent
     (5%) of the  Consolidated  Profit for the relevant  year during the term of
     this  Agreement.  The Executive  will not be eligible to be considered  for
     such a bonus if he has left the employment of the Company or is serving out
     any notice given to him by the Company to terminate  his  employment at the
     date when the Company's annual bonuses are declared.

5.2.  The discretionary bonus referred to in Clause 5.1(c) shall be payable in
      respect of each financial year within thirty (30) days after the issue of
      the audited consolidated accounts of the Group for such financial year.

5.3.  The Executive shall not vote or be counted in the quorum in respect of any
      resolution regarding the amount of monthly salary, guaranteed double pay
      or discretionary bonus payable to him.

5.4.  The Company may arrange for the whole or any part of the Executive
      remuneration payable hereunder to be paid by one or more members of the
      Group to which the Executive has provided or may provide services pursuant
      to this Agreement.

6.    OTHER BENEFITS

      In addition to the foregoing remuneration and benefits, the Executive
      shall also be entitled to the following, subject to determination by the
      Board as to the appropriate level of cost of each item:

(a)         the provision of medical, dental and optical insurance under such
            insurance scheme as the Board may decide from time to time at the
            expense of the Company for the benefit of the Executive, his spouse
            and dependant children under the age of 18;

<PAGE>

(b)         membership of the Group's provident fund subject to the terms and
            conditions of such scheme from time to time in force;

(c)         the shared use of a Company owned car, together with the other
            executive directors of the Company, in respect of which the Company
            shall pay all maintenance, petrol, and parking costs;

(d)         the Company shall pay for the maintenance, petrol and parking cost
            in respect of one car owned by the Executive;

(e)         a monthly rental allowance of HK$100,000 or the provision of a
            rent-free housing accommodation at the choice of the Executive to
            the Executive. The Company shall pay for all rates, management fees
            and other outgoings including water, electricity, gas and telephone
            charges in respect of the premises occupied as residence by the
            Executive; and

(f)         the provision of an education allowance up to a maximum amount of
            HK$300,000 per year, or such higher amount to be decided by the
            Company, to reimburse the Executive against the tuition fees
            incurred in respect of his dependant children under the age of 18.

7.          EXPENSES

      The Company shall reimburse the Executive (against receipts or such other
      reasonable evidence of expenditure as the Board may require) for all
      reasonable expenses properly incurred in the course of his employment
      hereunder or in promoting or otherwise in connection with the business of
      the Group.

8.       DEDUCTIONS

      The Company shall to the extent permitted by s.32 of the Employment
      Ordinance of the Laws of Hong Kong, be entitled to deduct from the
      Executive's remuneration hereunder any monies due from him to the Company
      or any of its subsidiaries including, but not limited to, any outstanding
      loans, advances, the cost of repairing any damage to or loss of the
      Group's property caused by him (and of recovering the same) and any other
      monies owed by him to the Company or any of its subsidiaries.

9.       LEAVE

9.1   The Executive shall be entitled after completion of each year of service
      with the Company to twenty-one working days' annual leave (in addition to
      public holidays) with full pay, which leave shall be taken at such time or
      time as may be approved by the Board.

9.2      Unused annual leave may be carried forward from time to time.
<PAGE>

10.      TERMINATION

10.1 If at any time during the term of his  employment  hereunder  the Executive
     shall:

(a)         be guilty of or commit any serious misconduct which in the absolute
            opinion of the Board is in any way detrimental to the interests of
            any member of the Group;

(b)         be in breach of any material term of this Agreement;

(c)         commit any act of bankruptcy or become insolvent or make any
            arrangements or composition with his creditors generally;

(d)         fail to pay his personal debts;

(e)         be convicted of any criminal offence involving his integrity or
            honesty; or

(f)         refuse to carry out any reasonable lawful order given to him by the
            Board in the course of his employment or fail diligently to attend
            to his duties hereunder;

        the Company may terminate the Executive's employment hereunder forthwith
        without any notice or payment in lieu of notice and upon such
        termination the Executive shall not be entitled to any payment or other
        benefits whatsoever (other than in respect of unpaid salary and unused
        annual leave actually accrued) for or in respect of the then current
        year of service or to claim any compensation or damages for or in
        respect of or by reason of such termination.

10.2    In the event of termination of the Executive's employment for whatever
        reason, the Executive shall (if not already vacated from such office(s))
        forthwith resign as a director of the Company and from all offices held
        by him in any member of the Group.

10.3    Any delay of forbearance by the Company in exercising any right to
        terminate this Agreement shall not constitute a waiver of such right.

11.      NO RIGHT TO WORK

      The Company shall be under no obligation to provide any work for the
      Executive during any period of notice either given by the Company or the
      Executive to terminate the Executive's employment under this Agreement.
      The Company may at any time during the said period suspend the Executive
      from his employment or exclude him from any premises of the Company.
      Provided that during such period the Executive shall continue to receive
      salary and all other contractual benefits provided by this Agreement.

<PAGE>

12.      EXECUTIVE'S UNDERTAKINGS

12.1 The Executive  shall not either during the  continuance  of his  employment
     hereunder or at any time thereafter:

(a)  divulge to any person  whomsoever or to any body corporate or unincorporate
     (except to those  officers  of the Group  whose  province it is to know the
     same); or

(b)  use for his own purposes or for any purposes  other than those of the Group
     and shall use his best endeavors to prevent the unauthorized publication or
     disclosure of any trade secret or any confidential  information  concerning
     the business or finances of any member of the Group or any of its dealings,
     transactions  or affairs or those of its customers,  suppliers,  management
     and shareholders which may come to his knowledge during or in the course of
     his employment  including but not limited to any such information  relating
     to  customers,  customer  lists or  requirements  or ways of  dealing  with
     customers,  pricing structures,  marketing and sales information,  business
     plans or dealings, employees or officers,  financial information,  accounts
     and plans, designs, formulae, product lines, prototypes, services, research
     activities,   source  codes  and  computer  systems,  software,   technical
     information,   any  document  marked  "Confidential"  (or  with  a  similar
     expression),  or any information  which he has been told is confidential or
     which he might reasonably expect the Group would regard as confidential, or
     any  information  which  has been  given  to the  Group  in  confidence  by
     customers and other persons.

12.2 Forthwith  upon  the   termination  of  the  employment  of  the  Executive
     hereunder,  and/or at any other time if the Company  shall so request,  the
     Executive   shall   deliver  to  the  Company  all   documents   (including
     correspondence,  lists of customers,  notes, memoranda, plans, drawings and
     other documents of whatsoever  nature),  models or samples made or compiled
     by or  delivered  to the  Executive  during his  employment  hereunder  and
     concerning  the  business,  finances or affairs of any member of the Group.
     For the  avoidance of doubt it is hereby  declared that the property in all
     such  documents as  aforesaid  shall at all times be vested in the relevant
     member of the Group.

12.3 The  Executive  shall  not  at  any  time  during  the  continuance  of his
     employment hereunder or for a period of twelve months immediately following
     the Termination  Date whether on his own behalf of any other person or body
     corporate or unincorporate directly or indirectly:

(a)  at any place within Hong Kong carry on or be  concerned  as a  shareholder,
     director, employee, partner, manager,  consultant,  adviser or otherwise to
     or in any person,  firm or company  engaged in any business in  competition
     with the  business(es) of the Company in the faithful  performance of which
     it could be reasonably  anticipated  that the  Executive  would or would be
     required or expected to use or disclose  any  confidential  information  or
     trade  secrets of the Company or any member of the Group  provided that the
     provisions  of this  clause  shall only apply in  respect  of  products  or
     services with which the Executive was personally concerned or for which the
     Executive was responsible during the Executive's employment hereunder;
<PAGE>

(b)  solicit or entice away from any member of the Group or deal with any person
     or body corporate or  unincorporate  who now is or at the Termination  Date
     may have  become a customer or supplier of any member of the Group and with
     whom the  Executive  had  personal  contact or  dealings  during the twelve
     months immediately preceding the Termination Date;

(c)  encourage or procure any person who is a Group  Employee or director of any
     member of the Group to leave the Group's employment, where that person is a
     Group  Employee or  director of any member of the Group on the  Termination
     Date; or

(d)  accept  into  employment  or  otherwise  engage or use the  services of any
     person who is a Group  Employee or director or  consultant to any member of
     the Group on the  Termination  Date, and who by reason thereof is or may be
     likely to be in possession of any confidential  information relating to the
     Group's business or otherwise.

12.4 Each  of the  above  restrictions  constitutes  an  entirely  separate  and
     independent restriction on the Executive.

12.5 While at the date of this Agreement the duration, extent and application of
     each of the above  restrictions  are  considered  by the parties no greater
     than is necessary for the protection of the interest of the Company and any
     member of the Group and reasonable in all the circumstances,  if unforeseen
     charges occur or court  judgements are delivered  which would render any of
     the  provisions  invalid  or void,  the  parties  declare  that each of the
     restrictions  or any parts thereof being separate and severable shall where
     appropriate  be deleted or  amended  to the extent  necessary  to make such
     restrictions effective and enforceable.

12.6 The Executive shall comply,  where relevant,  with every rule of law, every
     rule and  regulation of the Stock  Exchange or any other stock  exchange on
     which he deals and every  regulation,  code of practice and the bye-laws of
     the Company in force in relation to dealings in shares, debentures or other
     securities  of the  companies  in the Group and in relation to  unpublished
     price-sensitive  information  affecting  the  shares,  debentures  or other
     securities of any company in the Group,  including (without limitation) the
     Model Code for Securities Transactions by Directors of Listed Companies set
     out  in  Appendix  10 to  the  Listing  Rules  and  the  provisions  of the
     Securities (Insider Dealing) Ordinance, Provided always that in relation to
     overseas  dealings  the  Executive  shall also  comply with all laws of the
     state and all  rules  and  regulations  of the  stock  exchange,  market or
     dealing system in which such dealings take place.
<PAGE>

13.      PLACE OF WORK / SECONDMENT

13.1    The Executive's normal place of work shall be Unit 25-32, 2nd Floor,
        Block B, Focal Industrial Centre, 21 Man Lok Street, Hunghom, Kowloon,
        Hong Kong but the Company reserves the right to change this to any place
        within or outside Hong Kong. The Executive will be given at least one
        month's notice of any such change. The Executive will be provided with
        such financial or other relocation assistance as may be payable under
        any relevant policy which the Group may operate at the relevant time.

13.2    The Executive acknowledges and agree the Company may from time to time
        transfer or second his services to any other member of the Group as part
        of any reorganization or otherwise and either permanently or
        temporarily.

14.      MISCELLANEOUS

14.1    This Agreement shall be in substitution for any subsisting agreement or
        arrangement (oral or otherwise) made between the Company and the
        Executive which shall be deemed to have been terminated by mutual
        consent as from the date on which the Executive's employment under this
        Agreement commences.

14.2    The expiration or termination of this Agreement howsoever arising shall
        not operate to affect such of the provisions hereof as in accordance
        with their terms are expressed to operate or have effect thereafter.

14.3    In the event of any variation of the remuneration payable to the
        Executive hereunder being made by consent of the parties hereto such
        variation shall not constitute a new agreement but (subject to any
        express agreement to the contrary) the employment of the Executive
        hereunder shall continue subject in all respects to the terms and
        conditions of this Agreement with such variation as aforesaid.

14.4    Each notice, demand or other communication given or made under this
        Agreement shall be in writing and delivered or sent to the relevant
        party at its address or fax number set out below (or such other address
        of fax number as the addressee has by five day's prior written notice
        specified to the other party):

        To the Company:        Hang Fung Gold Technology Limited
                               Unit 25-32, 2nd Floor
                               Block B, Focal Industrial Centre
                               21 Man Lok Street
                               Hunghom, Kowloon
                               Hong Kong

                               Fax Number:                2362 3034
                               Attention:                 Board of Directors

<PAGE>

      To the Executive:        Lam Sai Wing
                               Flat D, 10th Floor, Block B
                               Mountain Court
                               No. 5 Ho Man Tin Hill Road
                               Ho Man Tin
                               Kowloon
                               Hong Kong

                               Fax Number:     2362 3034

        Any notice, demand or other communication so addressed to the relevant
        party shall be deemed to have been delivered (a) if given or made by
        letter, when actually delivered to the relevant address; and (b) if
        given or made by fax, when dispatched subject to receipt of
        machine-printed confirmation of error-free dispatch.

14.5    If at any time any provision of this Agreement is or becomes illegal,
        invalid or unenforceable in any respect, the legality, validity and
        enforceability of the remaining provisions of this Agreement shall not
        be affected or impaired thereby.

14.6    No failure or delay by the Company in exercising any right, power or
        remedy under this Agreement shall operate as a waiver thereof, nor shall
        any single or partial exercise of the same preclude any further exercise
        thereof or the exercise of any other right, power or remedy. Without
        limiting the foregoing, no waiver by the Company of any breach by the
        Executive of any provision in this Agreement shall be deemed to be a
        waiver of any subsequent breach of that or any other provision in this
        Agreement.

14.7    This Agreement shall be governed by and construed in accordance with the
        laws of Hong Kong and the parties hereto hereby irrevocably submit to
        the non-exclusive jurisdiction of the Hong Kong courts.

<PAGE>

IN WITNESS WHEREOF the parties hereto have signed this document on the date
appearing at the head hereof.


SIGNED by Chan Yam Fai, Jane        )
for and on behalf of                )
HANG FUNG GOLD                      )
TECHNOLOGY LIMITED                  )
in the presence of:                 )




SIGNED by                           )
LAM SAI WING                        )
in the presence of:                 )

<PAGE>