Execution
      Copy


    Exhibit
      4.5c

     

    Dated
      the 30th
      day
      of July 2004

     

    KORD
      HOLDINGS INC.

     

    and


     

    LI
      SAN TUNG

     

      
        

      

    

     

    SERVICE
      AGREEMENT

     

    
      

    

     

    WOO,
      KWAN, LEE & LO

    27th
      Floor, Jardine House

    1
      Connaught Place

    Central

    Hong
      Kong

    


    BL/TL/04

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      THIS
        AGREEMENT is
        made
        the 30th day of July 2004

       

      BETWEEN:

       

      
        	
                (1)

              	
                KORD
                  HOLDINGS INC., a company incorporated in the British Virgin Islands
                  whose
                  registered office is at Sea Meadow House, Blackburne Highway, Road
                  Town,
                  Tortola, British Virgin Islands with its principal place of business
                  at
                  Unit A, 12/F., Century Industrial Building, Shek Pai Tau Road,
                  Lot 192,
                  Tuen Mun, New Territories, Hong Kong (the “Company”);
                  and

              


      

       

      
        	
                (2)

              	
                LI
                  SAN TUNG (____) holder of Hong Kong Identity Card No. D087428(l), of
                  Unit A, 12/F, Century Industrial Building, Shek Pai Tau Road, Lot
                  192,
                  Tuen Mun, New Territories, Hong Kong (the
                  “Executive”).

              


      

       

      BY
        WHICH IT IS AGREED
        as
        follows:

       

      
        	
                1.

              	
                Purpose
                  and Interpretation

              


      

       

      
        	
                1.1

              	
                This
                  Agreement sets out the terms and conditions upon and subject to
                  which the
                  Company agrees to employ the Executive and the Executive agrees
                  to serve
                  the Company as Managing Director (or in such other capacity with
                  such job
                  title as the Company may reasonably
                  require).

              


      

       

      
        	
                1.2

              	
                In
                  this Agreement, unless the context otherwise requires, the following
                  words
                  and expressions bear the following
                  meanings:

              


      

       

      
        
          	 	
                  “Agreement”

                	 	
                  means
                    this agreement as may from time to time be amended, modified
                    or
                    supplemented pursuant to Clause 20;

                
	 	 	 	 
	 	
                  “Appointment”

                	 	
                  the
                    appointment of the Executive as Managing Director (or in such
                    other
                    capacity with such job title as the Company may reasonably require)
                    of the
                    Company pursuant to Clause 2;

                
	 	 	 	 
	 	
                  “Board”

                	 	
                  the
                    board of directors of the Company;

                
	 	 	 	 
	 	
                  “Business”

                	 	
                  in
                    respect of the Group means the business of the creation, design
                    and/or
                    manufacturing of gifts, party items, plastic products, printing,
                    rubber
                    products and such other business of the Group as may be carried
                    on from
                    time to time;

                
	 	 	 	 
	 	
                  “Companies

                	 	
                  the
                    Companies Ordinance (Chapter 32 of the Laws of Hong
                    Kong);

                
	 	 	 	 
	 	
                  “Group”

                	 	
                  the
                    Company, its subsidiaries and associated companies from time
                    to
                    time;

                
	 	 	 	 
	 	
                  “Hong
                    Kong”

                	 	
                  the
                    Hong Kong Special Administrative Region of the PRC;

                
	 	 	 	 
	 	
                  “month”

                	 	
                  means
                    calendar month;

                


        

         

        
          
             

          

          
            1

            
              

            

          

          
             

          

        

         

        
          	 	
                  “PRC”

                	 	
                  the
                    People’s Republic of China;

                
	 	 	 	 
	 	
                  “Salary”

                	 	
                  means
                    the salary payable to the Executive pursuant to
                    Clause 4;

                
	 	 	 	 
	 	
                  “subsidiary”

                	 	
                  shall
                    have the meaning ascribed thereto in Section 2 of the Companies
                    Ordinance;

                
	 	 	 	 
	 	
                  “working
                    day”

                	 	
                  means
                    Monday to Saturday, a Saturday being reckoned as a half working
                    day, in
                    each case except where such day falls on a statutory holiday,
                    and

                
	 	 	 	 
	 	
                  “HK$”

                	 	
                  Hong
                    Kong dollars, the lawful currency of Hong
                    Kong.

                


        

      

       

      
        	
                1.3

              	
                Words
                  and phrases defined in Section 2 of the Companies Ordinance shall
                  where the context so admits, be construed as having the same meaning
                  in
                  this Agreement.

              


      

       

      
        	
                1.4

              	
                References
                  to Clauses are references to the clauses of this
                  Agreement.

              


      

       

      
        	
                1.5

              	
                Words
                  importing gender or the neuter includes both genders and the
                  neuter.

              


      

       

      
        	
                1.6

              	
                Words
                  importing persons include individuals, firms, companies, corporations
                  and
                  unincorporated bodies of persons.

              


      

       

      
        	
                1.7

              	
                Words
                  importing the singular include the plural and vice
                  versa.

              


      

       

      
        	
                1.8

              	
                The
                  headings in this Agreement are for convenience only and do not
                  affect the
                  interpretation hereof.

              


      

       

      
        	
                1.9

              	
                References
                  in this Agreement to any Ordinance, regulation or other statutory
                  provision include references to such Ordinance, regulation or statutory
                  provision as may be modified, consolidated or re-enacted from time
                  to
                  time.

              


      

       

      
        	
                1.10

              	
                The
                  rule known as ejusdem genes shall not apply, so that words and
                  phrases in
                  general terms following or followed by specific examples shall
                  be
                  construed in the widest possible sense and shall not be construed
                  as
                  limited or related to the examples
                  given.

              


      

       

      
        	
                2.

              	
                Appointment
                  and Term

              


      

       

      The
        Company shall employ the Executive and the Executive shall serve the Company
        as
        Managing Director or in such other capacity with such job title as the Company
        may reasonably require. Subject to Clause 11, the Appointment shall be for
        an initial term of five (5) years commencing from the date hereof and shall
        continue thereafter unless and until terminated by either the Company or
        the
        Executive giving to the other such period of notice in writing as may be
        mutually agreed between the parties hereto to determine the same, such notice
        not to be given at any time on or before 30 July 2006. For the avoidance
        of
        doubt, the Company and the Executive agree and acknowledge that the Executive’s
        employment with the Company or members of the Group have commenced since
        the
        Executive first joined the Company or relevant members of the Group and that
        the
        entering into this Agreement will not affect the continuity of employment
        between the Executive and the Company or relevant members of the
        Group.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                Duties

              


      

       

      
        	
                3.1

              	
                The
                  Executive shall during his Appointment under this
                  Agreement:

              


      

       

      
        	 	
                (a)

              	
                perform
                  the duties and exercise the powers and functions which from time
                  to time
                  may reasonably be assigned to or vested in him by the Board as
                  are
                  necessary for the proper and efficient administration, supervision
                  and
                  management of the Business and for the proper discharge of the
                  duties of
                  his office as the Managing Director (or such other capacity with
                  job title
                  as the Company may reasonably require) of the
                  Company;

              


      

       

      
        	 	
                (b)

              	
                in
                  the discharge of such duties as shall be reasonably required by
                  the Board
                  and in the exercise of such powers observe and comply with the
                  constitutional documents of the Company and all reasonable and
                  lawful
                  resolutions, regulations and directions from time to time made
                  or given by
                  the Board in connection with the conduct of the Business and promptly
                  provide such explanations, information and assistance as to his
                  activities
                  or the Business as the Board may reasonably
                  require;

              


      

       

      
        	 	
                (c)

              	
                during
                  working hours devote the whole of his time, attention and ability
                  to his
                  duties hereunder and shall faithfully and loyally serve the Group
                  to the
                  best of his ability and use his utmost endeavours to promote its
                  interests
                  in all respects; and

              


      

       

      
        	 	
                (d)

              	
                not
                  engage in any other business, profession or occupation whatsoever
                  without
                  the prior written consent of the
                  Board.

              


      

       

      
        	
                3.2

              	
                Notwithstanding
                  the provisions of Clause 3.1, the Company shall have the right to
                  require the Executive at any time to carry out such special projects
                  or
                  functions commensurate with his abilities as the Company shall
                  in its
                  absolute discretion determine.

              


      

       

      
        	
                3.3

              	
                The
                  Executive may be required to work at the principal place of business
                  of
                  the Company in Hong Kong or such other location in Hong Kong or
                  elsewhere
                  as the Board may from time to time reasonably direct for the proper
                  performance and exercise of his duties and powers under this Agreement
                  and
                  the Executive shall also be required to travel and work outside
                  Hong Kong
                  as directed by the Board from time to
                  time.

              


      

       

      
        	
                4.

              	
                Remuneration

              


      

       

      
        	
                4.1

              	
                During
                  the continuance of the Appointment, the Company shall pay to the
                  Executive
                  a Salary of HK$180,000 per month (which shall be deemed to accrue
                  on a
                  daily basis) payable in arrears on or before the last working day
                  of each
                  calendar month provided that if the Appointment is terminated prior
                  to the
                  end of a calendar month, the Executive shall only be entitled to
                  a
                  proportionate part of such Salary in respect of the period of service
                  during the relevant month up to the date of termination. The Board
                  may
                  from time to time in its absolute discretion review the Salary
                  and the
                  Salary may be adjusted with effect from any such review. For the
                  avoidance
                  of doubt, such Salary shall be inclusive of any other sums which
                  the
                  Executive may receive as directors fees or other remuneration to
                  which he
                  may be or become entitled as a director of the Company or of any
                  of its
                  subsidiaries.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                4.2

              	
                At
                  the absolute discretion of the Board, the Executive may be eligible
                  for a
                  performance-based annual bonus as may be approved by the Board,
                  subject to
                  such terms and conditions as the Board may
                  determine.

              


      

       

      
        	
                4.3

              	
                The
                  Executive shall solely account to the appropriate authorities for
                  all
                  taxes payable in respect of the Salary and other allowances and
                  benefit(s)
                  provided to him or to which he is otherwise entitled under this
                  Agreement,
                  and hereby undertakes to indemnify the Company on a full indemnity
                  basis
                  for any losses, costs, liabilities or expenses incurred by the
                  Company
                  resulting from his failure to do
                  so.

              


      

       

      
        	
                5.

              	
                Pension
                  and Insurance Benefits

              


      

       

      
        	
                5.1

              	
                The
                  Executive shall be entitled to become and during the continuance
                  of the
                  Appointment to remain a member of any pension scheme or mandatory
                  provident fund operated by the Company. The Executive’s membership of such
                  scheme(s) shall be subject to the provisions thereof as amended
                  from time
                  to time.

              


      

       

      
        	
                5.2

              	
                The
                  Executive shall be entitled to become and during the continuance
                  of the
                  Appointment to remain a member of any medical scheme as may be
                  maintained
                  by the Company from time to time. The Executive’s membership of such
                  medical scheme (if any) shall be subject to the provisions thereof
                  as
                  amended from time to time. The Company has the absolute discretion
                  to
                  amend its arrangements for or withdraw the provision of such benefits
                  as
                  it sees fit

              


      

       

      
        	
                6.

              	
                Expenses

              


      

       

      If
        the
        same is in compliance with the Company’s business and travel expenses policy (as
        may be amended from time to time), the Company shall reimburse to the Executive
        all travelling, hotel and other out-of-pocket expenses properly and reasonably
        incurred by him in the performance of his duties hereunder strictly in
        connection with the Business and properly claimed and vouched upon presentation
        to the Company of expenses statements or vouchers or such other supporting
        information as the Company may require. Notwithstanding the aforesaid,
        exceptions to the Company’s business and travel expenses policy may be allowed
        with the special approval of the Chairman of the board of directors of
        Cornerstone Overseas Investment Limited, the controlling shareholder of the
        Company.

       

      
        	
                7.

              	
                Annual
                  Leave

              


      

       

      
        	
                7.1

              	
                In
                  addition to statutory labour holidays, the Executive shall be entitled
                  to
                  the number of working days’ paid annual leave during each calendar year
                  set out as follows:

              


      

       

      
        	
              	-
                after one year:	
                7
                  working days;

              


        	 	- after two
                years: 	11 working
                days;


        	 	- after
                five years:	16.5
                working days; and


        	 	- after
                ten years:	22 working
                days,


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      with
        such
        annual leave to be taken at such time or times as may be agreed with the
        Board.
        For the avoidance of doubt, any period of employment of the Executive with
        the
        Group prior to the date hereof shall be included for calculating the annual
        leave or any other contractual or statutory entitlement of the
        Executive.

       

      
        	
                7.2

              	
                Any
                  annual leave if not taken during the relevant year, cannot be carried
                  forward to a subsequent year. No payment will be made by the Company
                  (during the continuance of this Agreement) in lieu of holidays
                  not
                  taken.

              


      

       

      
        	
                7.3

              	
                For
                  the calendar year during which the Appointment commences or terminates,
                  the Executive shall be entitled to such proportion of his annual
                  leave
                  entitlement as the period of his employment in each such year bears
                  to one
                  calendar year. Upon termination of his employment for whatever
                  reason he
                  shall if appropriate either be entitled to a payment in lieu of
                  any
                  outstanding annual leave entitlement or be required to pay to the
                  Company
                  any salary received in respect of annual leave taken in excess
                  of his
                  proportionate annual leave
                  entitlement.

              


      

       

      
        	
                8.

              	
                Sickness/Incapacity

              


      

       

      
        	
                8.1

              	
                If
                  the Executive shall be prevented by illness, accident or other
                  incapacity
                  from properly performing his duties hereunder he shall report this
                  fact
                  forthwith to the Board.

              


      

       

      
        	
                8.2

              	
                If
                  he Executive shall be absent from his duties hereunder owing to
                  illness,
                  accident or other incapacity duly certified in accordance with
                  the
                  provisions of Clause 8.1 he shall be paid his full remuneration
                  during any periods of absence up to a maximum of 120 days in any
                  period of
                  12 months or such other period as is required under the Employment
                  Ordinance (Chapter 57 of the Laws of Hong Kong) and subject to the
                  provisions of Clause 11 such remuneration as the Board shall in its
                  absolute discretion allow PROVIDED THAT there shall be deducted
                  from such
                  remuneration any benefits payable to the Executive including any
                  sums
                  recoverable from a third party.

              


      

       

      
        	
                9.

              	
                Confidential
                  Information

              


      

       

      
        	
                9.1

              	
                The
                  Executive shall not during the Appointment (save in the proper
                  course
                  thereof) or at any time after its termination for any reason whatsoever
                  disclose to any person whatsoever or otherwise make use (whether
                  for his
                  own benefit or the benefit of any other person) of any confidential
                  or
                  secret information which he has or may have acquired either in
                  any period
                  prior to the date hereof or in the course of his employment hereunder
                  concerning the Business, finance, customers or trade connections
                  of the
                  Group or any of its suppliers, agents, distributors or customers
                  and shall
                  use his best endeavours to prevent or permit the unauthorised publication
                  or disclosure of any such confidential or secret information. The
                  Executive hereby acknowledges that such confidential or secret
                  information
                  shall at all times belong to and be the absolute property of the
                  Company.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                9.2

              	
                Without
                  prejudice to the above, the
                  Executive:

              


      

       

      
        	 	
                (a)

              	
                must
                  not disclose any trade secrets or other information of a confidential
                  or
                  secret nature relating to the Group or the Business or in respect
                  of which
                  the relevant company owes an obligation of confidence to any third
                  party
                  during or after the term of his Appointment, except in the proper
                  cause of
                  his employment or as required by
                  law.

              


      

       

      
        	 	
                (b)

              	
                must
                  not, save in the proper discharge of his duties hereunder, remove
                  any
                  documents, or tangible items which belong to the Company or which
                  contain
                  any confidential or secret information from the Company’s premises at any
                  time.

              


      

       

      
        	 	
                (c)

              	
                must
                  return to the Company upon request and, in any event, upon the
                  termination
                  of his employment hereunder, all documents and tangible items which
                  belong
                  to the Company or which contain or refer to any confidential or
                  secret
                  information and which are in his possession or under his
                  control.

              


      

       

      
        	 	
                (d)

              	
                must
                  upon request and, in any event, upon the termination of his employment
                  hereunder, delete all confidential or secret information from any
                  re-usable material and destroy all other documents and tangible
                  items
                  which contain or refer to any confidential or secret information
                  and which
                  are in his possession or under his
                  control.

              


      

       

      
        	
                9.3

              	
                In
                  the event of the Executive’s breach of any of the above terms, the Company
                  will be entitled to claim damages or exercise any other right,
                  power or
                  remedy under (and subject to and in accordance with the terms of)
                  this
                  Agreement or as otherwise provided by
                  law.

              


      

       

      
        	
                10.

              	
                Restrictions
                  on the Executive

              


      

       

      
        	
                10.1

              	
                Since
                  the Executive will in the course of the Appointment obtain knowledge
                  of
                  the trade secrets and other confidential information with regard
                  to the
                  Business and the Group, the Executive hereby agrees and undertakes
                  to the
                  Company that he shall not without the prior written consent of
                  the Board
                  (such consent to be withheld only so far as may be reasonably necessary
                  to
                  protect the legitimate interests of the
                  Company)

              


      

       

      
        	 	
                (a)

              	
                during
                  the Appointment and for a period of two calendar years after the
                  termination for whatever reason of his employment hereunder be
                  engaged or
                  interested (whether as a director, shareholder, principal, consultant,
                  agent, partner or employee) in any business concern (of whatever
                  kind)
                  which shall in Hong Kong or the PRC be in competition with the
                  Group
                  PROVIDED ALWAYS that nothing in this Clause 10.1 (a) shall restrain
                  the Executive from engaging or being interested as aforesaid in
                  any such
                  business concern in so far as his duties or work relate principally
                  to
                  services or goods of a kind with which the Executive was not concerned
                  during the period of two calendar years prior to the termination
                  of his
                  employment hereunder;

              


      

       

      
        	 	
                (b)

              	
                during
                  the Appointment and for a period of two calendar years after the
                  termination for whatever reason of his employment hereunder either
                  on his
                  own behalf or on behalf of any other person, firm or company in
                  respect of
                  any services of a kind provided or any goods of a kind sold or
                  supplied by
                  the Company in respect of the provision or sale or supply of which
                  the
                  Executive may have been engaged during his employment with the
                  Company:

              


      

       

      
        	 	
                (i)

              	
                canvass,
                  solicit or approach or cause to be canvassed, solicited or approached
                  for
                  orders; or

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	 	
                (ii)

              	
                directly
                  or indirectly deal with

              


      

       

      any
        person, firm or company who at the date of the termination of this Agreement
        or
        within two years prior to such date is or was a client or customer of the
        Group
        or was in the habit of dealing under contract with the Group; and

       

      
        	 	
                (c)

              	
                during
                  the period of Appointment and for a period of two calendar years
                  after the
                  termination for whatever reason of his Appointment hereunder either
                  on his
                  own behalf or on behalf of any other person, firm or
                  company:

              


      

       

      
        	 	
                (i)

              	
                directly
                  or indirectly solicit or entice or endeavour to solicit or entice
                  away
                  from the Group any employee engaged in its or their business and
                  with whom
                  the Executive had dealings at any time during the last year of
                  his
                  Appointment hereunder; and

              


      

       

      
        	 	
                (ii)

              	
                interfere
                  or seek to interfere with the continuance of supplies to the Group
                  (or the
                  terms relating to such supplies) from any suppliers who have been
                  supplying goods, materials or services to the Group at any time
                  during the
                  last year of his Appointment
                  hereunder.

              


      

       

      
        	
                10.2

              	
                Whilst
                  each of the restrictions in Clauses 10.1(a), 10.1(b) and 10.1(c) is
                  considered by the parties hereto to be reasonable in all the circumstances
                  as at the date hereof it is hereby agreed and declared that if
                  any one or
                  more of such restrictions shall be judged to be void as going beyond
                  what
                  is reasonable in all the circumstances for the protection of the
                  interests
                  of the Company but would be valid if words were deleted therefrom
                  the said
                  restrictions shall be deemed to apply with such modifications as
                  may be
                  necessary to make them valid and effective and any such modification
                  shall
                  not thereby affect the validity of any other restriction contained
                  herein.

              


      

       

      
        	
                10.3

              	
                The
                  Executive hereby undertakes to the Company (except with the prior
                  consent
                  in writing of the Company) that during the Appointment, the Executive
                  will
                  not either on his own account or in conjunction with or on behalf
                  of any
                  person, firm or company, directly or indirectly, carry on, be engaged
                  in,
                  concerned with or interested in, whether as shareholder (interested
                  in
                  more than 5% of the issued shares of such company), director, employee,
                  consultant, partner, representative, agent or otherwise, any business
                  (other than as a holder (directly or through nominees) of the issued
                  shares or debentures of any company listed on any recognized stock
                  exchange or unlisted companies.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                11.

              	
                Termination
                  on the Happening of Certain
                  Events

              


      

       

      
        	
                11.1

              	
                The
                  Company may, without prejudice to any remedy which it may have
                  against the
                  Executive for the breach or non-performance of any of the provisions
                  of
                  this Agreement, by notice in writing to the Executive forthwith
                  determine
                  this Agreement if the Executive
                  shall:

              


      

       

      
        	 	
                (a)

              	
                commit
                  any serious or persistent breach of any of the provisions herein
                  contained;

              


      

       

      
        	 	
                (b)

              	
                be
                  persistently guilty of any grave misconduct or wilful default or
                  neglect
                  in the discharge of his duties
                  hereunder;

              


      

       

      
        	 	
                (c)

              	
                become
                  bankrupt or have a bankruptcy order made against him or suspend
                  payment of
                  his debts or compound with or make any arrangement or composition
                  with his
                  creditors generally;

              


      

       

      
        	 	
                (d)

              	
                become
                  a lunatic or of unsound mind or become a patient for any purpose
                  of any
                  statute relating to mental health;

              


      

       

      
        	 	
                (e)

              	
                be
                  guilty of any serious conduct tending to bring himself or any member
                  of
                  the Group into disrepute;

              


      

       

      
        	 	
                (f)

              	
                be
                  prohibited by law or other competent authority from being a director
                  of a
                  company or from fulfilling his duties
                  hereunder;

              


      

       

      
        	 	
                (g)

              	
                persistently
                  refuse to carry out any reasonable or lawful order given to him
                  in the
                  course of his Appointment;

              


      

       

      
        	 	
                (h)

              	
                be
                  convicted of any criminal offence (other than an offence which
                  in the
                  reasonable opinion of the Board does not affect his position under
                  this
                  Agreement);

              


      

       

      
        	 	
                (i)

              	
                be
                  guilty of any act of dishonesty whether relating to the Company,
                  any other
                  employee of the Company or any member of the Group during the Appointment;
                  or

              


      

       

      
        	 	
                (j)

              	
                improperly
                  divulge to any unauthorized person, firm or company any confidential
                  information or any other business secret or details of the organization,
                  business or clientele of the Group.

              


      

       

      
        	
                12.

              	
                Obligations
                  upon Termination of
                  Appointment

              


      

       

      
        	
                12.1

              	
                Upon
                  the date of termination of his Appointment hereunder for whatever
                  reason
                  the Executive shall:

              


      

       

      
        	 	
                (a)

              	
                forthwith
                  tender his resignation without compensation (if he has not already
                  done
                  so) from all offices held by him in the Company and its subsidiaries
                  and
                  the Executive hereby irrevocably appoints the Company to be his
                  attorney
                  and in his name and on his behalf to sign and execute any document
                  or do
                  anything necessary if the Executive fails to sign and do the
                  same;

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	 	
                (b)

              	
                deliver
                  up to the Company all keys, credit cards, correspondence, plans,
                  documents, specifications, reports, papers and records (including
                  any
                  computer material such as discs or tapes) and all copies thereof
                  and any
                  other property (whether or not similar to the foregoing or any
                  of them)
                  belonging to the Group which may be in his possession or under
                  his
                  control, and (unless prevented by the owner thereof) any such property
                  belonging to others which may be in his possession or under his
                  control
                  and which relates in any way to the Business or affairs of the
                  Group or
                  any supplier, agent, distributor or customer of the Group, and
                  he shall
                  not without written consent of the Board retain any copies thereof;
                  and

              


      

       

      
        	 	
                (c)

              	
                not
                  at any time thereafter represent himself to be connected in any
                  way
                  whatsoever with the Group.

              


      

       

      
        	
                13.

              	
                Effect
                  of Termination of this
                  Agreement

              


      

       

      Termination
        for whatever reason shall not relieve the parties hereto of their respective
        obligations and liabilities arising or accrued prior to the termination of
        the
        Appointment or of obligations and liabilities which expressly or by necessary
        implication continue after termination of the Appointment.

       

      
        	
                14.

              	
                Inventions
                  and other industrial or intellectual
                  property

              


      

       

      
        	
                14.1

              	
                Any
                  discovery or invention or secret process or new or more advanced
                  technology or improvement in procedure made or discovered by the
                  Executive
                  during the Appointment in connection with or in any way affecting
                  or
                  relating either directly or indirectly to the Business, or capable
                  of
                  being used or adapted for use therein or in connection therewith,
                  shall
                  forthwith be disclosed to the Company and shall belong to and be
                  the
                  absolute property of the Company.

              


      

       

      
        	
                14.2

              	
                Any
                  concept, idea, invention, improvement, design, plan, drawing or
                  specification or process or information discovered or copyright
                  work or
                  trade mark or trade name or get-up relating to the Business discovered,
                  created, developed or otherwise acquired by the Executive or communicated
                  to the Executive by any other employee of the Company or any member
                  of the
                  Group during the continuance of the Appointment (capable of being
                  patented
                  or registered and discovered, created, developed or otherwise acquired
                  in
                  the course of his Appointment) in conjunction with or in any way
                  affecting
                  or relating to the Business or capable of being used or adapted
                  for use
                  therein or in connection therewith shall (unless such concept,
                  idea,
                  invention, improvement, design, plan, drawing or specification
                  or process
                  or information discovered or copyright work or trade mark or trade
                  name or
                  get-up were in existence prior to the commencement of a similar
                  business
                  by any company in the Group) forthwith be disclosed in writing
                  to the
                  Company and shall belong to and be the absolute property of the
                  Company or
                  such company in the Group as the Company may direct without any
                  compensation whatsoever to the
                  Executive.

              


      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                14.3

              	
                The
                  Executive, if and whenever required so to do shall, at the expense
                  of a
                  company within the Group, apply or join with such company in applying
                  for,
                  obtaining and/or renewing letters patent or other protection or
                  registration for any such intellectual property in Hong Kong or
                  any other
                  part of the world for such discovery, invention, process, technology
                  or
                  improvement as aforesaid and execute all instruments and do all
                  things
                  necessary for the vesting of the said letters patent or other similar
                  protection when obtained and all right and title to and interest
                  in the
                  same in such company within the Group absolutely as the sole beneficial
                  owner or such other person as the Company may
                  require.

              


      

       

      
        	
                14.4

              	
                The
                  Executive shall promptly disclose to the Company all copyright
                  works
                  originated, conceived, written or made by him alone or with others
                  (except
                  only those works originated, conceived, written or made by him
                  wholly
                  outside his normal working hours and wholly unconnected with his
                  Appointment) and shall until such rights shall be fully and absolutely
                  vested in the Group, hold them on trust for the
                  Company.

              


      

       

      
        	
                15.

              	
                Working
                  Hours

              


      

       

      
        	
                15.1

              	
                The
                  Executive shall attend punctually at such offices of the Company
                  as the
                  Company shall designate during normal office hours of the Company
                  (subject
                  to Clause 15.2) and shall not be absent from work at any time without
                  the consent of the Board. For the avoidance of doubt, the normal
                  office
                  hours of the Company are Monday to Friday 9.00 a.m. - 1.00 p.m.,
                  2.00 p.m.
                  - 6.00 p.m., and Saturday 9.00 a.m. - 1.00
                  p.m.

              


      

       

      
        	
                15.2

              	
                If
                  and whenever it may be necessary for the proper discharge of his
                  duties,
                  the Executive shall attend at the offices of the Company or elsewhere
                  as
                  may be required at such earlier hour or for such longer period
                  as may be
                  required and the Executive shall not be entitled to receive any
                  remuneration for work done outside normal office
                  hours.

              


      

       

      
        	
                16.

              	
                Waiver

              


      

       

      
        	
                16.1

              	
                Time
                  is of the essence of this Agreement but no failure or delay on
                  the part of
                  either party to exercise any power, right or remedy hereunder shall
                  operate as a waiver thereof, nor shall any single or partial exercise
                  by
                  either party of any power, right or remedy preclude any other or
                  further
                  exercise thereof or the exercise of any other power, right or remedy
                  by
                  that party.

              


      

       

      
        	
                16.2

              	
                The
                  remedies provided herein are cumulative and are not exclusive of
                  any
                  remedies provided by law.

              


      

       

      
        	
                17.

              	
                Former
                  employment agreements

              


      

       

      
        	
                17.1

              	
                This
                  Agreement constitutes the entire agreement between the parties
                  hereto in
                  relation to the subject matter hereof and shall be in substitution
                  for and
                  supersedes all and any previous and existing employment agreements
                  entered
                  into between the Executive and any member of the Group and for
                  any terms
                  of employment previously in force between any such company and
                  the
                  Executive, whether or not on a legal or formal basis which shall
                  be deemed
                  to have been cancelled with effect from the date of commencement
                  of the
                  term of the Appointment.

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
        	
                17.2

              	
                The
                  Executive hereby acknowledges that he has no claim of any kind
                  whatsoever
                  against any member of the Group and without prejudice to the generality
                  of
                  the foregoing he further acknowledges that he has no claim for
                  damages
                  against any member of the Group for the termination of any previous
                  employment agreements for the purpose of entering into this
                  Agreement.

              


      

       

      
        	
                18.

              	
                Notices

              


      

       

      
        	
                18.1

              	
                All
                  notices, requests, demands, consents or other communications to
                  or upon
                  the parties under or pursuant to this Agreement shall be in writing
                  addressed to the relevant party at such party’s address set out below (or
                  at such other address or facsimile number as such party may hereafter
                  specify to the other party) and shall be deemed to have been duly
                  given or
                  made: -

              


      

       

      
        	 	
                (a)

              	
                in
                  the case of a communication by letter 5 days (if overseas) or 2
                  days (if
                  local) after despatch or, if such letter is delivered by hand,
                  on the day
                  of delivery; or

              


      

       

      
        	 	
                (b)

              	
                in
                  the case of a communication by telex or facsimile, when sent provided
                  that
                  the transmission is confirmed by the answer back of the recipient
                  (in the
                  case of telex) or by a transmission report (in the case of
                  facsimile).

              


      

      

        
          	 	The
                  Company’s address:
	 	
                  Address:

                	 	
                  Room
                    UG202, Floor UG2, Chinachem Golden Plaza, 77 Mody

                
	 	 	 	
                  Road,
                    Tsimshatsui East, Kowloon, Hong Kong

                
	 	
                  Fax
                    No.:

                	 	
                  (852)
                    2520 5515 / 2520 5049

                
	 	
                  For
                    the attention of: Mr.
                    Henry Hu

                
	 	 
	 	
                  The
                    Executive’s address:

                
	 	
                  Address:

                	 	
                  Unit
                    A, 12/F, Century Industrial Building, Shek Pai Tau Road, Lot


                  192,
                    Tuen Mun, New Territories, Hong Kong

                
	 	
                  Fax
                    No.:

                	 	
                  2456
                    3072

                
	 	
                  For
                    the attention of Li San Tung

                


        

      

      
         

      

      
        	
                19.

              	
                Assignment

              


      

       

      
        	
                19.1

              	
                This
                  Agreement shall be binding upon and endure for the benefit of each
                  party
                  hereto and its successors and assigns and personal representatives
                  (as the
                  case may be), provided always that the Executive shall not assign
                  his
                  obligations and liabilities under this
                  Agreement.

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	
                20.

              	
                Amendment

              


      

       

      
        	
                20.1

              	
                This
                  Agreement may not be amended, supplemented or modified except by
                  a written
                  agreement or instrument signed by or on behalf of the parties
                  hereto.

              


      

       

      
        	
                21.

              	
                Severability

              


      

       

      
        	
                21.1

              	
                Any
                  provision of this Agreement prohibited by or unlawful or unenforceable
                  under any applicable law actually applied by any court of competent
                  jurisdiction shall, to the extent required by such law, be severed
                  from
                  this Agreement and rendered ineffective so far as is possible without
                  modifying the remaining provisions of this Agreement. Where, however,
                  the
                  provisions of any such applicable law may be waived, they are hereby
                  waived by the parties hereto to the full extent permitted by such
                  law to
                  the end that this Agreement shall be a valid and binding agreement
                  enforceable in accordance with its
                  terms.

              


      

       

      
        	
                22.

              	
                Governing
                  Law and Jurisdiction

              


      

       

      
        	
                22.1

              	
                This
                  Agreement shall be governed by, construed and take effect in accordance
                  with the laws of Hong Kong. The courts of Hong Kong shall have
                  the
                  non-exclusive jurisdiction to settle any claim, dispute or matter
                  of
                  difference which may arise out of or in connection with this Agreement
                  (including without limitation claims of set off or counterclaim)
                  or the
                  legal relationships established by this
                  Agreement.

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      IN
        WITNESS whereof
        this Agreement has been entered into the day and year first above
        written

       

      
        
          	
                  SIGNED
                    by HU HAI LIN

                	 	
                  )

                
	
                  for
                    and on behalf of

                	 	
                  )
                    /s/ HU HAI LIN

                
	
                  KORD
                    HOLDINGS INC.

                	 	
                  )

                
	
                  in
                    the presence of:-

                	 	
                  )

                


        

         

        /s/

         

        Lam
          Wai
          Ming

         

        Solicitor,
          Hong Kong SAR

         

        Woo,
          Kwan, Lee & Lo


         

        
          	
                  SIGNED,
                    SEALED and DELIVERED by

                	 	
                  )

                
	
                  LI
                    SAN TUNG

                	 	
                  )
                    /s/ LI SAN TUNG

                
	
                  in
                    the presence of:-

                	 	
                  )

                


        

      

       

       

      /s/

       

      Lam
        Wai
        Ming

       

      Solicitor,
        Hong Kong SAR

       

      Woo,
        Kwan, Lee & Lo

       

      
        
           

        

        
          13