Exhibit 10.21

                                                                  EXECUTION COPY

                                AGENCY AGREEMENT
                                     BETWEEN
                     SEA MASTER LOGISTICS (HOLDING) LIMITED
                                 (AS PRINCIPAL)
                                       AND
                      SEA MASTER LOGISTICS (CHINA) LIMITED
                                   (AS AGENT)

                      DATED THE 22ND DAY OF SEPTEMBER 2006


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THIS AGREEMENT is made on the 22nd day of September 2006

BETWEEN

(1)   SEA MASTER LOGISTICS (HOLDING) LIMITED, a company incorporated under the
      laws of Hong Kong, with company registration number 1057368 and whose
      registered office is at Rooms 2102-3 China Insurance Group Building, 141
      Des Voeux Road, Central, Hong Kong (the "PRINCIPAL"); and

(2)   SEA MASTER LOGISTICS (CHINA) LIMITED, a company incorporated under the
      laws of the People's Republic of China ("PRC"), with business registration
      number 3101092011431 and whose place of business is at Room 704-Y, 710 Si
      Ping Road, Shanghai, the PRC (the "AGENT").

WHEREAS

(A)   The Principal is engaged in the business of providing ocean transportation
      intermediary services to major retailers, wholesalers, importers, and
      domestic manufacturers in the Transpacific and South African trade lanes
      and possess or will possess all required licenses to conduct business
      through all of its offices as an international freight agency.

(B)   The Agent maintains facilities, property, and conducts all of its business
      in the PRC as a Class A licensed international freight agent in ocean, air
      and land transportation.

(C)   By a Sale and Purchase Agreement dated 28 September 2006 between Maritime
      Logistics US Holdings Inc. ("Maritime Logistics") and the Principal (the
      "Sale and Purchase Agreement"), it is contemplated that Maritime
      Logistics, through its wholly-owned subsidiary SeaMaster Logistics, Inc.,
      will acquire the shares in and of the Principal and the Principal has
      executed an Agreement to acquire the Agent (the "Acquisition"). Pursuant
      to the Sale and Purchase


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      Agreement and subject to and upon approval by the necessary governmental
      authority of the contemplated Acquisition of the Agent or assets of the
      Agent by the Principal, the Agent will become the subsidiary of the
      Principal wholly owned by the Principal.

(D)   The Agent agrees to act as the exclusive agent of the Principal to provide
      the Services (as defined below) in the Territory (as defined below)
      subject to and in accordance with the terms and conditions of this
      Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.    INTERPRETATION

1.1   In this Agreement unless the context otherwise requires:-

      "INTELLECTUAL PROPERTY"       means any patent, copyright, registered
                                    design, trade mark or other industrial or
                                    intellectual property right subsisting in
                                    the Territory in respect of the Services,
                                    and applications for any of the foregoing;

      "PRC"                         means the People's Republic of China

      "RESTRICTED INFORMATION"      means any information which is disclosed to
                                    the Agent by the Principal under or in
                                    connection with this Agreement (whether
                                    orally or in writing, and whether or not
                                    such information is expressly stated to be
                                    confidential or marked as such) including
                                    all of the Principal's trade secrets,
                                    vendors, proprietary information, customer
                                    lists, account books, service contracts and
                                    records, of any kind.;


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      "RMB"                         means Renminbi, the lawful currency of the
                                    PRC

      "SERVICES"                    means international freight agency by
                                    shipment and land transport, civil aviation
                                    transport sales, international express
                                    delivery, road freight, cargo storage;
                                    distribution of imported and exported goods,
                                    customs services (including custom
                                    clearance), applying for commodity
                                    inspection, reinsurance, container
                                    devanning, bill replacement, shipping fee
                                    collection, transit, door-to-door transport
                                    of imported and exported goods and space
                                    booking; and any other services requested by
                                    Principal including those listed in Schedule
                                    A;

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

1.2   Any reference in this Agreement to "writing" or related expressions
      includes a reference to cable, facsimile transmission, e-mail or
      comparable means of communication.

1.3   Any reference in this Agreement to any provision of a statute shall be
      construed as a reference to that provision as amended, re-enacted or
      extended at the relevant time.

1.4   The headings in this Agreement are for convenience only and shall not
      affect its interpretation.

2     APPOINTMENT OF AGENT

2.1   By this Agreement the Principal appoints the Agent as exclusive agent for
      the purpose of


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      providing the Services in the Territory and the Agent agrees to act in
      that capacity, subject to the terms and conditions of this Agreement.

2.2   Save with the Principal's consent, the Agent shall not during the
      continuance of this Agreement accept the appointment of any other person,
      firm or company for the provision of the Services in the Territory or for
      the solicitation of customers for the Services in the Territory i.e. the
      Agent shall provide the Services exclusively to the Principal.

3     THE AGENT'S DUTIES

3.1   The Agent shall use its best endeavors to provide the Services in the
      Territory and to solicit orders for the Services in the Territory, and
      generally to assist the Principal in the provision of the Services in the
      Territory, but the Agent shall not be entitled to provide the Services or
      to enter into any negotiations or contracts for the provision of the
      Services on behalf of the Principal, or to bind the Principal in any way.

3.2   The Agent shall conduct the provision of the Services in the Territory
      with all due care and diligence and shall cultivate and maintain good
      relations with customers and potential customers in the Territory in
      accordance with sound commercial principles.

3.3   Subject as provided in this Agreement and to any directions which the
      Principal may from time to time properly give, the Agent shall be entitled
      to perform its duties under this Agreement in such manner as it may think
      fit.

3.4   The Agent shall procure that its representatives:

      3.4.1 make themselves available, at all reasonable times and upon
            reasonable notice, to the Principal for the purposes of consultation
            and advice relating to this Agreement and the Services;


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      3.4.2 attend meetings with representatives of the Principal and such
            customers or prospective customers in the Territory as may be
            necessary for the performance of its duties under this Agreement;

      3.4.3 make such calls upon customers or potential customers in the
            Territory for the purpose of promoting the Services as the Agent may
            think fit; and

      3.4.4 attend such trade exhibitions and other functions in the Territory
            as the Principal or the Agent may think commercially suitable for
            the purpose of promoting the Services.

3.5   The Agent, if requested by, the Principal, agrees to provide statistical
      information or data covering the movement of cargo from his area, in
      accordance with Principal's procedure. This information is to be provided
      free of charge to the Principal. If this information can only be obtained
      through sources which charge, the Principal agrees to the reimbursement of
      these expenses billed to the Agent, provided the cost will be agreed upon
      beforehand between the Agent and the Principal.

3.6   Upon request, the Agent shall provide, at no cost to the Principal, in any
      or all offices, suitable desk space for a representative of the Principal
      who may be assigned either temporarily or permanently to promote the
      Principal's business or supervise its interests in the Agent's area.

3.7   The Agent shall promptly notify the Principal of all enquiries concerning,
      and orders for, the Services which it receives from customers and
      prospective customers both within and outside the Territory.

3.8   As soon as practicable after commencement of services as agent, the Agent
      shall inform the


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      Principal of all tariffs, wage scales and customary charges for services,
      the cost of which the Principal will bear that are covered by this
      Agreement.

3.9   The Agent also agrees to provide the Principal with monthly reports
      containing information with respect to general conditions at the locations
      covered by this Agreement and will notify the Principal immediately of any
      changes in said information.

3.10  The Agent will also cooperate with the Principal in obtaining any
      information which the Principal might request concerning transshipment
      facilities, rates, etc.

3.11  Principal or Maritime Logistics participates in the US Customs Service
      Vessel Automated Manifest System and takes responsibility for filing all
      cargo declarations 24 hours prior to a vessel loading in accordance with
      US Customs. Agent must provide Principal or Maritime Logistics with all
      required information to comply with this program in the requisite time
      frame. Agent agrees to timely submit to Principal or Maritime Logistics
      true and accurate information to enable Principal or Maritime Logistics to
      make the required submissions to US Customs and agrees to indemnify and
      hold harmless Principal or Maritime Logistics for any damages caused by
      Agents failure to comply hereunder.

3.12  The Agent shall in relation to the Services:

      3.12.1 describe itself as "Agent" for the Principal;

      3.12.2 not hold itself out, or permit any person to hold it out, as being
             authorized to bind the Principal in any way;

      3.12.3 not do any act which might reasonably create the impression that it
             is so authorized to bind Principal; and


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      3.12.4 The Agent further guarantees that its business organization does
             not, under the laws of its state/country of domicile imply an
             employer/employee relationship between the Principal and the Agent,
             or the Principal and any of the Agent's individual employees.

3.13  The Agent shall be responsible for obtaining all licenses, permits and
      approvals which are necessary or advisable for the provision of the
      Services in the Territory and for the performance of its duties under this
      Agreement; provided, however, Principal shall establish a "foreign owned
      entity' in the PRC to effectuate the Acquisition of the Agent by the
      Principal and Agent shall assist Principal as requested to consummate
      their transaction.

3.14  The Agent shall not during the continuance of this Agreement change its
      name or business address without the consent of the Principal.

3.15  The Agent shall indemnify and hold the Principal harmless against and from
      any and all claims or liabilities against the Principal, its employees or
      agents, resulting directly or indirectly from, or arising out of, any act
      or failure to act by the Agent or any employees of the Agent.

3.16  Agent shall be liable for any loss, damage or claim for all cargo in the
      care of Agent, or Agent's nominated terminal, trucking, subagent or
      carrier that are uninsured and carried on Principal's airway bills and
      bills of lading. Agent shall carry sufficient insurance to cover these
      liabilities. All of the Principal's airway bills and bills of lading
      issued by Agent shall be insured under Principal's liability insurance
      policy.

4     PROVISION OF THE SERVICES

4.1   Services in the Territory shall be provided on such terms as the Principal
      in its absolute discretion may from time to time determine, and:


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      4.1.1 the Principal shall provide to the Agent copies of those terms as
            varied from time to time;

      4.1.2 the Agent shall bring to the notice of all customers and prospective
            customers for the Services in the Territory those terms;

      4.1.3 the Agent shall not make or give any promises, warranties,
            guarantees or representations concerning the Services other than
            those contained in those terms.

4.2   Unless otherwise agreed in writing, the Agent shall not be entitled to
      receive payments on the Principal's behalf in respect of provision of the
      Services.

4.3   All manifests, airway bills, bills of lading or any other document or
      forms used in the performance of this Agreement together with all amounts
      received by Agent for prepaid freights on outward cargo, freight payable
      at destination on inward, cargo or other charges collected for account of
      Principal, shall be and remain the property of Principal, shall be held in
      trust by Agent for Principal and shall at all times be kept separate and
      apart from Agent's other documents, papers and monies. Agent shall be
      liable to Principal for a returned checks or drafts for customers
      solicited by Agent for which Principal is unable to collect funds for
      whatever reason. Agent shall account to Principal at Principal's office as
      Principal may designate in accordance with instructions to be communicated
      to Agent by Principal. Agent agrees to remit promptly to Principal monies
      received for Principal's account and Principal, on its part, agrees to pay
      Agent as agreed upon in Schedule B. Agent shall maintain separate records
      and accounts for the recording of all transactions by Agent on behalf of
      Principal. These and related or supporting documents shall be open to
      inspection by Principal.

4.4   The Agent shall notify the Principal within 24 hours of its receipt of a
      claim. The Agent agrees and is hereby authorized to settle promptly all
      bona fide claims against the Principal


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      for cargo loss or damage, after due in accordance with Principal's current
      processing instructions and up to the limit of $50,000 per claim, but
      always with written notification to the Principal. The Agent shall submit
      all larger claims to the Principal for instructions. The Agent shall
      render any necessary assistance to the Principal's attorney in connection
      with any claim made or received. Should any cargo claims lead to a
      lawsuit, compensation will be given to the Agent according to the amount
      of work performed.

5     INTELLECTUAL PROPERTY

5.1   The Agent shall promptly and fully notify the Principal of any actual,
      threatened or suspected infringement in the Territory of any Intellectual
      Property of the Principal which comes to the Agent's notice, and of any
      claim by any third party so coming to its notice that the provision of the
      Services in the Territory infringes any rights of any other person, and
      the Agent shall at the request and expense of the Principal do all such
      things as may be reasonably required to assist the Principal in taking or
      resisting any proceedings in relation to any such infringement or claim.

5.2   Nothing in this Agreement shall give the Agent any rights in respect of
      any trade names or trademarks used by the Principal in relation to the
      Services or of the goodwill associated with them, and the Agent
      acknowledges that, except as expressly provided in this Agreement, it
      shall not acquire any rights in respect of any trade names or trade marks
      and that all such rights and goodwill are, and shall remain, vested in the
      Principal.

5.3   The Agent shall not use in the Territory any trade marks or trade names so
      resembling the trade marks or trade names of the Principal as to be likely
      to cause confusion or deception.

5.4   The Agent shall, at the expense of the Principal, take all such steps as
      the Principal may reasonably require to assist the Principal in
      maintaining the validity and enforceability of the Intellectual Property
      of the Principal during the continuance of this Agreement.


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5.5   Without prejudice to the right of the Agent or any third party to
      challenge the validity of any Intellectual Property of the Principal, the
      Agent shall not do or authorise any third party to do any act which would
      or might invalidate or be inconsistent with the Intellectual Property of
      the Principal and shall not omit or authorise any third party to omit to
      do any act which, by its omission, would have that effect or character.

6     SUB-AGENTS

6.1   With the prior written consent of the Principal, the Agent may, at its
      sole cost and expense, appoint one or more sub-agents to provide the
      Services in the Territory and may delegate to such sub-agents its duties
      hereunder provide however that as between the Principal and the Agent, the
      Agent shall be solely responsible to the Principal for the performance of
      this Agreement.

6.2   The Agent shall indemnify, defend and hold the Principal harmless against
      and from any and all claims for compensation or expense, and all damages
      or claims arising out of the activities of such sub-agents.

7     RIGHTS AND DUTIES OF THE PRINCIPAL

7.1   The Principal shall be entitled:

      7.1.1 for any reason to reject any order for the Services; and

      7.1.2 from time to time to extend the range of Services, or discontinue
            any of the same, upon giving not less than one (1) month's notice in
            writing to the Agent.

7.2   The Principal shall:


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      7.2.1 at its own expense promptly supply the Agent with such advertising
            and promotional materials, literature and information as the Agent
            may from time to time reasonably require for the purpose of
            complying with its obligations under this Agreement;

      7.2.2 supply up to date copies of any standard price lists which it has
            for the provision of the Services in the Territory;

      7.2.3 honour any contracts for the provision of the Services to customers
            in the Territory introduced to the Principal by the Agent;

      7.2.4 promptly and efficiently deal with any after service enquiry
            relating to the Services raised by a customer in the Territory;

      7.2.5 comply with all the applicable laws and regulations relating to the
            provision of the Services.

8     WARRANTIES OF THE AGENT

8.1   The Agent warrants to the Principal as follows:

      8.1.1 the Agent is a corporation duly organized, validly existing and in
            good standing under the laws of the People's Republic of China;

      8.1.2 the Agent has the requisite power to duly and validly execute this
            Agreement and perform its duties and obligations hereunder;

      8.1.3 this Agreement does not constitute any breach of any agreement or
            law by which the Agent is bound;


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      8.1.4 any consents and approvals required from its shareholders and board
            of directors of the Agent pursuant to its Articles of Association
            have been obtained including for this Agreement and the Acquisition;
            and

      8.1.5 all necessary licenses, permits and approvals required from relevant
            government authorities have been obtained by the Agent and the Agent
            shall use its best endeavours to obtain all such necessary licenses,
            permits and approvals if the same have not so been obtained at the
            date of this Agreement.

8.2   Each warranty shall be treated as a separate warranty and the
      interpretation of a warranty shall not be restricted by reference to or
      inference from another warranty.

8.3   The Agent warrants to the Principal that each of the warranties is
      accurate and not misleading at the date of this Agreement and during the
      continuance of this Agreement.

8.4   If any of the warranties is found to be false or incorrect, then the Agent
      shall indemnify and hold the Principal harmless from any damage, loss,
      expense or other disadvantage incurred of any kind, which would not have
      occurred if such warranty had been true and correct.

9.    FINANCIAL PROVISIONS

      In consideration of the obligations undertaken by the Agent under this
      Agreement, the Principal shall pay the Agent a fee listed on Schedule B.

10    LIABILITIES

10.1  The Agent agrees to issue the airway bills and/or bills of lading
      according to Schedule C.


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      The Agent must strictly follow these terms and conditions before issuing
      transportation documents.

10.2  The Agent should provide the coverage of legal liabilities through a well
      known insurance company. The deductible of the coverage should not exceed
      US$1000 for less than container load (LCL) shipments and/or US$1500 for
      the full container load (FCL) shipments.

11    CONFIDENTIALITY AND NON-COMPETE

11.1  Except as provided by clauses 9.2 and 9.3, the Agent shall at all times
      during the continuance of this Agreement and after its termination:

      11.1.1 use its best endeavours to keep all Restricted Information
             confidential and accordingly not to disclose any Restricted
             Information to any other person; and

      11.1.2 not use any Restricted Information for any purpose other than the
             performance of its obligations under this Agreement.

11.2  Any Restricted Information may be disclosed by the Agent to:

      11.2.1 any customers or prospective customers;

      11.2.2 any governmental or other authority or regulatory body; or

      11.2.3 any employees of the Agent or of any of the aforementioned persons,

      to such extent only as is necessary for the purposes contemplated by this
      Agreement, or as is required by law and subject in each case to the Agent
      using its best endeavours to ensure that


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      the person in question keeps the same confidential and does not use the
      same except for the purposes for which the disclosure is made.

11.3  Any Restricted Information may be used by the Agent for any purpose, or
      disclosed by the Agent to any other person, to the extent only that:

      11.3.1 it is on the date of this Agreement, or becomes, public knowledge
             through no fault of the Agent (provided that in doing so the Agent
             shall not disclose any Restricted Information which is not public
             knowledge); or

      11.3.2 it can be shown by the Agent, to the reasonable satisfaction of the
             Principal, to have been known to the Agent prior to its being
             disclosed by the Principal to the Agent.

11.4  Agent shall not compete with Principal during the term of this agreement
      and shall not solicit in any manner any customers or employees of
      Principal for two (2) years after the termination of this Agreement,
      subject to the consummation of the Acquisition of Agent.

12.   FORCE MAJURE

      Except as may be otherwise specifically provided herein, no party shall be
      deemed responsible with respect to its failure to perform any term or
      condition of this Agreement if such failure wholly or partly, is due to
      war (whether declared or not), civil commotion, invasion, rebellion,
      sabotage, hostilities, strikes, labor disputes, closure, other work
      stoppages, governmental (national, state, prefectural, municipal or other)
      regulations or controls taken or issued in sovereign capacity, or acts of
      God and in each case the failure or circumstance is outside of its
      control.


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13    DURATION AND TERMINATION

13.1  This Agreement shall come into force on the date of this Agreement and,
      subject as provided in clauses 13.3, shall continue in force for the
      interim period from the date of the Sale and Purchase Agreement until the
      date of consummation and approval by the PRC authority of the Acquisition
      of the Agent by the Principal as contemplated under the Sale and Purchase
      Agreement.

13.2  Either party shall be entitled forthwith to terminate this Agreement by
      written notice to - the other if

      13.2.1 that other party commits a material breach of any of the provisions
             of this Agreement and such party fails to remedy the same (unless
             waived in writing) within thirty (30) days after receipt of a
             written notice (including notice to Maritime Logistics) giving full
             particulars of the breach and requiring it to be remedied; or

      13.2.2 the parties mutually agree to terminate this Agreement in writing
             with the consent of Maritime Logistics.

13.3  For the purposes of clause 13.2.1, a material breach shall be considered
      capable of remedy if the party in breach can substantially comply with the
      provision to the satisfaction of the other party.

13.4  Any waiver by either party of a breach of any provision of this Agreement
      shall not be considered as a waiver of any subsequent breach of the same
      or any other provision of this Agreement.

13.5  The rights to terminate this Agreement given by this clause shall be
      without prejudice to any other right or remedy of either party in respect
      of the breach concerned (if any) or any other breach.


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14    CONSEQUENCES OF TERMINATION

14.1  Upon the termination of this Agreement for any reason:

      14.1.1 the Agent shall within thirty (30) days send to the Principal, or
             otherwise dispose of in accordance with the directions of the
             Principal, all advertising and promotional material or information
             relating to the Services then in the possession of the Agent;

      14.1.2 the Agent shall cease to promote, market, advertise or solicit
             customers for the Services;

      14.1.3 the provisions of clauses 8 and 11 shall continue in force in
             accordance with its terms;

      14.1.4 the Agent shall have no claim against the Principal for
             compensation for loss of agency rights, loss of goodwill or any
             similar loss (except unpaid commission); and

      14.1.5 subject as otherwise provided in this Agreement and to any rights
             or obligations which have accrued prior to termination, neither
             party shall have any further obligation to the other under this
             Agreement.

14.2  The costs incurred by the Agent in complying with clause 11.1.1 shall,
      where the termination is by the Agent under clause 10.2, be for the
      account of the Principal and, in any other case, be for the account of the
      Agent.

15    NATURE OF AGREEMENT

15.1  The Principal shall be entitled to perform any of the obligations
      undertaken by it and to


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      exercise any of the rights granted to it under this Agreement through any
      other company which at the relevant time is its holding company or
      subsidiary (as defined by section 2 of the Companies Ordinance of Hong
      Kong) or the subsidiary of any such holding company of Maritime Logistics
      and any act or omission of any such company shall for the purposes of this
      Agreement be deemed to be the act or omission of the Principal.

15.2  Upon the prior consent of Maritime Logistics, the Principal may assign
      this Agreement and the rights and obligations under this Agreement.

15.3  This Agreement is personal to the Agent, which may not without the written
      consent of the Principal, assign, mortgage, charge, encumber or dispose of
      any of its rights under this Agreement.

15.4  Nothing in this Agreement shall create, or be deemed to create, a
      partnership or the relationship of employer and employee between the
      parties.

15.5  This Agreement contains the entire Agreement between the parties with
      respect to the subject matter of this Agreement, supersedes all previous
      agreements and understandings between the parties with respect thereto,
      and may not be modified except by an instrument in writing signed by the
      duly authorized representatives of the parties.

15.6  Each party acknowledges that, in entering into this Agreement, it does not
      do so on the basis of, and does not rely on, any representation, warranty
      or other provision except as expressly provided in this Agreement, and all
      conditions, warranties or other terms implied by statute or common law are
      by this Agreement excluded to the fullest extent permitted by law.

15.7  If any provision of this Agreement is held by any court or other competent
      authority to be void or unenforceable in whole or part, this Agreement
      shall continue to be valid as to the


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      other provisions of this Agreement and the remainder of the affected
      provision.

16    PROPER LAW AND JURISDICTION

      This Agreement shall be governed by and construed in all respects in
      accordance with the laws of Hong Kong, and each party hereby submits to
      the non-exclusive jurisdiction of the Hong Kong Courts.

17    NOTICES AND SERVICE

17.1  Any notice or other information required or authorised by this Agreement
      to be given by either party to the other may be given by hand or sent (by
      first class pre-paid post, cable, facsimile transmission, e-mail or
      comparable means of communication) to the other party at the address
      referred to in clause 17.4.

17.2  Any notice or other information given by post pursuant to clause 17.1
      which is not returned to the sender as undelivered shall be deemed to have
      been given on the third day after the envelope containing the same was so
      posted; and proof that the envelope containing any such notice or
      information was properly addressed, pre-paid, registered and posted, and
      that it has not been so returned to the sender, shall be sufficient
      evidence that such notice or information has been duly given.

17.3  Any notice or other information sent by facsimile transmission, e-mail or
      comparable means of communication shall be deemed to have been duly sent
      on the date of transmission, provided that a confirming copy is sent by
      first class pre-paid post to the other party at the address referred to in
      clause 17.4 within twenty-four (24) hours after transmission.

17.4  Service of any legal proceedings concerning or arising out of this
      Agreement and any notice


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      to a party hereto pursuant to this Agreement shall be effected by causing
      the same to be delivered to the party to be served at the following
      address:

      If to the Principal:

      Sea Master Logistics (Holding) Limited
      Rooms 2102-3 China Insurance Group Building
      141 Des Voeux Road, Central, Hong Kong
      Attention: Peter Stone

      If to the Agent:
      Sea Master Logistics (China) Limited
      Room 704-Y, 710 Si Ping Road
      Shanghai, the PRC 200040
      Attention:

      or to such other address as may from time to time be notified in writing
      by the party concerned.


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IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.

   SIGNED by                                      )
                                                  )
   for and on behalf of                           )
   SEA MASTER LOGISTICS (HOLDING) LIMITED         )
   in the presence of:                            )

   SIGNED by                                      )
                                                  )
   for and on behalf of                           )
   SEA MASTER LOGISTICS                           )
   (CHINA) LIMITED                                )
   in the presence of:


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                                   SCHEDULE A

                   ADDITIONAL SERVICES TO BE PROVIDED BY AGENT

1. The Principal appoints the Agent as its agent to sell and promote the sale of
freight transportation, in accordance with the Principal's conditions of
carriage and standard policies.

2. The Agent will submit reports to the Principal at its head office, except
that accounting may specifically be required by the Principal to be made to
other offices of the Principal.

3. The Agent will exercise its best efforts and use the utmost skill, care and
attention (and employ persons with experience and the capability) to undertake
for the Principal all acts and duties relating to the import and export of
goods, including, documentation preparation and the transportation, warehousing
and distribution of goods.

4. Where the Principal consigns cargo to the Agent, the Agent shall arrange for
efficient handling of the cargo in its Territory in compliance with the
instruction and working procedures prescribed by the Principal and to provide
the following services:

      (a) to maintain favorable customer relations with the Principal's clients
or prospective clients;

      (b) to arrange for the solicitation, procuring and engagement of the
maximum quantity of cargo, space and commodity limitations prescribed by the
Principal;

      (c) to co-ordinate and give notice to every consignees of the cargo and/or
the agents of the arrival of the cargo and to respond promptly to any quires
from the consignee;


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      (d) to arrange for reception, discharge and release of cargo and to issue
delivery order, which is only exchanged against actual presentation/receive of
they least one original house airway bills and house bills of lading duly
endorsed or notification of an express release;

      (e) to obtain and/or prepare, issue and sign all shipping documents
related to freight traffic (such as manifests, dock receipts, airway bills,
bills of lading, etc.) on behalf of the Principal, and according to accepted
trade customs;

      (f) to deliver all relevant documents to the consignees and/or their
designated customs brokers or to arrange for customs clearance of the cargo on
behalf of the consignees;

      (g) to obtain, sign, seal, endorse and deliver all bonds, permits, airway
bills, bills of lading, bills of exchange, declarations, claims of any nature,
or other means of payment or collateral security into the Agent's possession,
including drawbacks and claims of any nature for reimbursement of duties or
taxes;

      (h) to arrange warehousing and inland transport of the cargo as many are
necessary for delivery of cargo to the consignee;

      (i) to receive all payments and pay all sums of money, freight and other
charges as are now due or become due and payable by Principal as instructed by
Principal; and endorse for Principal, as instructed by Principal, for
Principal's account all such payments, and shall fully and accurately account to
Principal for all collections and payments to Principal, monthly, and as
requested by Principal. In the absence of prior written consent from the
Principal, no credit shall be extended to any consignees and if any such credit
is extended, it shall be at the sole risk and expenses of the Agent. For bank
consignment, Agent must obtain original bill of lading with proper bank
endorsement issued by the Principal prior to the release of the shipment. Agent
will be accountable if there is a failure to do so by the Agent;


                                       23
<PAGE>

      (j) to be responsible for filing all rates in Principal's tariffs prior to
receipt of cargo;

      (k) to issue Principal's airway bills and bills of lading and other
documentation for all services performed on Principal's behalf, and Principal's
name and license number shall be shown on all shipping documentation;

      (l) to show Principal or itself as "agent for Sea Master Logistics
(Holding) Limited" in the shipping documentation of all Master airway bills and
bills of lading;

      (m) to co-ordinate the activities of all forwarders, customs brokers,
governmental departments and agencies and other authorities and trade
organizations in connection with the handling of the cargo in the Territory;

      (n) to investigate and notify the Principal immediately on becoming aware
of any actions, suits or claims in connection with the Principal damages to the
cargo affecting the Principal's interest;

      (o) to assist in the processing of cargo or any other claims in accordance
with the direction from the Principal, at all times holding third parties liable
in writing and informing the Principal of any such claim or liabilities by
e-mail or facsimile;

      (p) not to incur any liability or enter any contractual commitment on
behalf of the Principal in connection with cargo or other claims other than with
the Principal's prior written approval;


                                       24
<PAGE>

      (q) to assist the Principal's lawyers, surveyors, and other parties
advising on claims on behalf of the Principal in the performance of their tasks
in the Territory;

      (r) to consolidate and deconsolidate less than containerload shipments as
required;

      (s) to ensure all invoices issued are paid within the terms stated in
Principal's invoices, and Agent shall abide by Principal's shipping
documentation procedures;

      (t) to maintain a system of internal control sufficient to provide
reasonable assurance to the Principal that all transactions related to this
Agreement are executed and that transactions are properly recorded in its books
and records;

      (u) to ensure Agent will comply with all tariffs, rules and regulations,
receipts, airway bills, bills of lading, and other forms or reports reasonably
requested by Principal; all transportation services sold by Agent hereunder
shall be subject to Principal's terms of carriage in its tariffs, airway bills,
bills of lading or other documentation, and Agent shall inform Principal of all
information, instructions or requests to enable Principal to render efficient
service to its clients;

      (v) maintain a separate account for the Principal and keep full and
accurate records of all its activities in connection with this Agreement and to
permit Principal or its employees to inspect all records of Agent, including
books, vouchers, bills of lading, invoices, and accounts relating to the sale of
ocean/air transportation services offered by Principal, and Principal may obtain
information from any director or officer of Agent; and


                                       25
<PAGE>

      (w) to remit to the Principal all freights and other monies belonging to
the Principal by bank draft/telegraphic transfers on the 10th day of each month
for all money received in the prior month.


                                       26
<PAGE>

                                   SCHEDULE B
                          RENUMERATION AND COMPENSATION

           AIR SHIPMENT:

           Pay the reasonable cost of Agent, subject to inspection
           by SeaMaster Hong Kong on a quarterly basis.

           OCEAN SHIPMENT:

           Pay the reasonable cost of Agent, subject to inspection
           by SeaMaster Hong Kong on a quarterly basis.

SEAMASTER LOGISTICS (HOLDING)               SEAMASTER LOGISTICS (CHINA) LIMITED
LIMITED


____________________________________        ____________________________________
NAME:                                       NAME
TITLE:                                      TITLE:

Date:                                       Date:


                                       27
<PAGE>

                                   SCHEDULE C

1.    The Principal's airway bills or bills of lading shall only be issued to
      the Principal's nominated cargo or any cargo consigned to the Principal's
      office.

2.    Both parties shall issue on board bills of lading to shipper only after
      shipment is confirmed on board by the carrier. The Principal's airway
      bills or bills of lading on board date shall match the carrier's airway
      bills/bills of lading on board date.

3.    No airway bills or bills of lading shall be issued prior to receiving
      cargo.

4.    Both parties shall only issue clean on board airway bills or bills of
      lading to cargo received in good and original condition. Any
      irregularities must be marked in airway bills or bills of lading.

5.    The Agent using Principal's airway bills or bills of lading shall forward
      a copy of such documents to Principal on monthly basis for recordkeeping.

6.    All Principal airway bills and/or bills of lading issued shall be in
      accordance to Principal's selling rate and/or tariff filed with
      governmental authorities. For any rates, commodities other than the
      Principal's selling rates and/or tariff, the Agent must inform the
      Principal's office in writing for proper filing and obtain the Principal's
      approval prior to releasing the airway bills/bills of lading to shipper.
      The Agent shall be liable for any penalty assessed by any governmental
      authority for its failure to comply with this provision.

7.    The Agent agrees to share any loss and damage claim against the
      Principal's airway bills and/or bills of lading under the liabilities of
      terms and conditions stated on the airway bills and bills of lading.


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