THIS AGREEMENT is made on the 1st day of March 1999

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)  CHAN YAM FAI, JANE 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 headings 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
     ----------
     The Company will employ the Executive  and the  Executive  hereby agrees to
     serve the Company as an  executive  director  upon the terms and subject to
     the conditions hereinafter appearing.

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3.   DURATION
     --------
     The employment of the Executive by the Company  commenced on 1 October 1998
     for an initial term of three years.  Subject to Clause 10, either party may
     terminate  this Agreement at any time by giving not less than three months'
     written notice or payment of salary in lieu thereof to the other party.

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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.

5.   REMUNERATION
     ------------
5.1  The remuneration of the Executive shall be:

     (a)  a monthly salary of HK$30,000 payable in arrears payable no later than
          the last day of the 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. Any annual  increment of the
          Executive's  monthly  salary under this Clause shall not exceed 15% of
          the Executive's then existing monthly salary;

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     (b)  a guaranteed annual double pay equivalent to one month's salary, which
          will be  paid  on or  around  the  Chinese  New  Year  period.  If the
          Executive  joins  or  leaves  (other  than as a  result  of  voluntary
          resignation  or summary  dismissal)  during the  calendar  year,  this
          double  pay  will be  calculated  on a pro  rata  basis  provided  the
          Executive  was employed for at least three months  during the relevant
          calendar year; and

     (c)  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's
     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;

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<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; and

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

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
     times as may be approved by the Board.

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

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  or  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.

12.  EXECUTIVE'S UNDERTAKINGS
     ------------------------
12.1 The Executive  shall not either during the  continuance  of his  employment
     hereunder or at any time thereafter:

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     (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  endeavours  to prevent the  unauthorised
          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 or on 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;

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<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 interests of the Company and
     any  member  of the  Group  and  reasonable  in all the  circumstances,  if
     unforeseen  changes 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.

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.

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13.2 The  executive  acknowledges  and agrees the  Company may from time to time
     transfer or second his services to any other member of the Group as part of
     any reorganisation 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 or fax
     number as the addressee has by five days' 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

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         To the Executive: Chan Yam Fai, Jane
                           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  despatched  subject to  receipt  of  machine-printed
     confirmation of error-free despatch.

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.

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<PAGE>

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


SIGNED by                     )
for and on behalf of          )
HANG FUNG GOLD                )
TECHNOLOGY LIMITED            )
 in the presence of:          )




SIGNED by                     )
CHAN YAM FAI, JANE            )
in the presence of:           )

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