AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT  AGREEMENT (the "Restated  Agreement")
effective as of August 1, 1998, (the "Effective  Date"),  amends and restates in
its entirety the Agreement made and entered into effective  January 1, 1996 (the
"Old Employment Agreement"), by and between Glas-Aire Industries Group Ltd. (the
"Company"), a Nevada corporation,  and Mr. Alex Y.W. Ding (the "Executive"),  an
individual residing at 2676 E22nd Ave., Vancouver, B.C., Canada.

     WHEREAS,  the  Executive has served in various  capacities  for the Company
including as the President, Chief Operating Officer, and Treasurer; and

     WHEREAS,  the leadership of the Executive has constituted a major factor in
the  development  of the  Company  and the  Company  is  greatly  in need of the
Executive's continued leadership so that the further and uninterrupted  progress
of the Company will be assured;

     WHEREAS,   the  Company  acknowledges  and  recognizes  the  value  of  the
Executive's services,  including the capacity for service of special, unique and
extraordinary character; and

     WHEREAS,  the Company desires to amend the Old Employment Agreement entered
into with Executive in order to provide Executive with additional incentives for
remaining in the employ of the Company and  assisting  with the possible sale of
the  Company or its assets to a  strategic  partner or another  entity,  and the
Company believes that it is necessary,  proper, and in the best interests of the
Company and its  shareholders to encourage  Executive to remain in the employ of
the Company and to assist with the  possible  sale of the Company or its assets;
and

     WHEREAS,  the Company desires to employ,  retain and make secure for itself
the experience and  outstanding  abilities and services of the Executive for the
period of at least two years from the Effective Date hereof; and

     WHEREAS,  both  parties  desire to  embody  the  terms  and  conditions  of
employment of the Executive into a written agreement;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the parties hereby agree as follows:

     1. Definitions

          (A) "Board" shall mean the Board of Directors of the Company, together
with an executive  committee thereof (if any), as same shall be constituted from
time to time.

          (B) Cause" for termination  shall mean (i) Employee's final conviction
of a felony involving a crime of moral  turpitude,  (ii) acts of Employee which,
in the judgment of the Board,  constitute  willful fraud on the part of Employee
in connection with his duties under this Restated  Agreement,  including but not
limited to  misappropriation  or embezzlement in the performance of duties as an
employee of the Company,  or willfully engaging in conduct materially  injurious
to the Company and in violation  of the  covenants  contained  in this  Restated
Agreement,  or (iii) gross misconduct,  including but not limited to the willful
failure of Employee either to (a) continue to obey lawful written instruction of
the Board after thirty (30) days notice in writing of  Employee's  failure to do
so and the  Board's  intention  to  terminate  Employee  if such  failure is not
corrected,  or (b) correct any conduct of Employee  that  constitutes a material
breach of this  Restated  Agreement  after thirty (30) days notice in writing of
Employee's  failure to do so and the Board's intention to terminate  Employee if
such failure is not corrected.


<PAGE>


          (C) "Change of Control"  shall mean the  occurrence  of one or more of
the following three events:

               (1) After the  effective  date of this  Restated  Agreement,  any
person  becomes  a  beneficial  owner  (as such term is  defined  in Rule  13d-3
promulgated under the Securities Exchange Act of 1934) directly or indirectly of
securities  representing  33% or more of the total  number of votes  that may be
cast for the  election of  directors  of the Company or 33% or more of the total
number of votes that may be cast for the  election  of  directors  of any of the
Company's  subsidiaries,  including but not limited to Multicorp  Holdings Inc.,
Glas-Aire Industries Ltd., or Glas-Aire Industries Inc.;

               (2)   Within   two   years   after   a   merger,   consolidation,
Reorganization,  liquidation  or sale of  assets  involving  the  Company,  or a
contested  election of a Company director,  or any combination of the foregoing,
the  individuals  who were  directors of the Company  immediately  prior thereto
shall cease to constitute a majority of the Board; or

               (3) Within two years after a tender  offer or exchange  offer for
voting  securities of the Company,  the  individuals  who were  directors of the
Company  immediately  prior  thereto shall cease to constitute a majority of the
Board.

          (D)  "Disability"  shall mean a written  determination  by a physician
mutually  agreeable to the Company and Employee  (or, in the event of Employee's
total  physical or mental  disability,  Employee's  legal  representative)  that
Employee is  physically  or mentally  unable to perform his duties of President,
Chief Operating  Officer,  and Treasurer under this Restated  Agreement and that
such  disability  can reasonably be expected to continue for a period of six (6)
consecutive  months or for shorter  periods  aggregating  one hundred and eighty
(180) days in any twelve-(12)-month period.

          (E) "Employee" shall mean Alex Y.W. Ding and, if the context requires,
his heirs, personal representatives, and permitted successors and assigns.

          (F)  "Person"  shall mean any  natural  person,  incorporated  entity,
limited  or   general   partnership,   business   trust,   association,   agency
(governmental  or private),  division,  political  sovereign,  or subdivision or
instrumentality, including those groups identified as "persons" inss.ss.13(d)(3)
and 14(d)(2) of the Securities Exchange Act of 1934.

          (G)  "Reorganization"  shall  mean any  transaction,  or any series of
transactions  consummated  in a 12-month  period,  pursuant  to which any Person
acquires (by merger,  acquisition, or otherwise) all or substantially all of the
assets of the Company or the then outstanding  equity  securities of the Company
or any of its  Subsidiaries  and the Company or the  Subsidiary or  Subsidiaries
that are involved are not the surviving entity or entities,  the Company and any
Subsidiary  being  deemed  surviving if and only if the majority of the Board of
Directors of the  surviving  entity were  directors of the Company or Subsidiary
involved with the transaction prior to the reorganization.

<PAGE>


          (H)  "Subsidiary"  or  "Subsidiaries"  shall mean any of the following
corporations--Multicorp  Holdings Inc.,  Glas-Aire Industries Ltd., or Glas-Aire
Industries Inc.

     2.  Employment  Period and Duties.  The Company hereby agrees to employ the
Executive  as General  Manager,  and the  Executive  hereby  agrees to serve the
Company in such capacities for a period commencing on the Effective Date of this
Restated  Agreement and  continuing  for two (2) years  thereafter  (unless such
employment  shall be terminated as hereafter  provided) and thereafter from year
to year unless and until  terminated  as  hereafter  provided  (the  "Employment
Period").
 
     3.  Services.  The  Executive  agrees to devote  his full time and  efforts
during the  Employment  Period to the  business  of the  Company and to serve as
Director of the Company, if elected as such, provided, however, that he shall be
entitled  to a  minimum  vacation  period as  provided  in  Paragraph  6 of this
Restated Agreement.

     4. Compensation.

          (A) Base Salary.  The  remuneration  of the Executive for his services
hereunder  shall be at the base rate of C$120,000.00  per year ("Minimum  Annual
Compensation"),  together  with  any such  increments  thereto  as the  Board of
Directors  of the  Company  may from time to time  determine,  payable  in equal
bi-weekly  installments in arrears, the first of such installments to be payable
on the 1st day of August,  1998.  C$7,800.00 of C$120,000.00 will be paid as car
expenses at a rate of C$650.00 per month.

          (B) Bonuses.  In addition to the foregoing  base salary and the Profit
Sharing Program  described  below,  the Executive may be paid an annual bonus in
the  sole  discretion  of the  Board  of  Directors.  Any  such  bonus  shall be
determined  and paid not later  than May 31 of each year and shall be based upon
the  Board  of  Directors'  evaluation  of the  Company's  and  the  Executive's
performance  for the prior fiscal year, and the  achievement of mutually  agreed
upon goals for that fiscal year.

          (C) Profit Sharing  Program.  In addition to the foregoing base salary
and bonuses, the Executive shall be entitled to 25% of 10% of the profits before
taxes.

     5.  Reimbursement  of Expenses.  The Executive  shall be reimbursed for all
reasonable,   out-of-pocket  expenses,  including  but  not  limited  to  travel
expenses,  actually and properly  incurred by him in connection  with his duties
hereunder,  upon presentation of vouchers therefor.  The Executive shall furnish
to the Treasurer of the Company receipts for all expenses in excess of $25.

     6. Vacation.  The Executive  shall be entitled to take and be paid for four
vacation weeks per calendar  year, to be taken at times  mutually  acceptable to
the Company and the Executive.  Any unused vacation may be accumulated from year
to year if mutually  agreed upon by the  Company and the  Executive.  Four weeks
vacation  will be  increased  to six weeks  vacation  during  the tenth  year of
executive's employment with the Company). Any unused vacation may be accumulated
from year to year if mutually agreed upon by the Company and the Executive.

<PAGE>


     7.  Participation  in Benefit  Plans.  The  Executive  will be eligible for
employee  benefits on the same terms and subject to the same  conditions as such
benefits are provided for or made available to other full-time  employees of the
Company.

     8. Termination.

          (A) Termination by Company for Other Than Cause. If during the term of
this Restated  Agreement the Company  terminates the employment of Executive and
such  termination is not for Cause,  then, the Company shall pay to Executive an
amount equal to the monthly portion of Executive's  Minimum Annual  Compensation
(C$120,000.00)  multiplied  by the  greater  of  eighteen  (18) or the number of
months remaining in the term of this Restated Agreement (the "Severance Period")
until such time as Executive  shall become  reemployed in a position  consistent
with Executive's  experience and stature.  If Executive  obtains such a position
but  Executive's  annual  compensation  shall be less  than the  Minimum  Annual
Compensation,  then the difference shall be paid to Executive for the balance of
the Severance  Period.  Such  difference  shall be  calculated  as follows:  The
difference  between  Executive's  Minimum Annual  Compensation  for any year, or
lesser period,  in which this Restated  Agreement  would have been in effect and
the annualized compensation payable to Executive in his new position during such
period  shall be payable in the same manner as the Minimum  Annual  Compensation
was paid prior to termination over the period of such  reemployment  during such
period.  If the Executive's  employment in a new position shall terminate,  then
for the  purposes  of  this  Paragraph  8(A)  Executive  shall  be  entitled  to
continuation  of the Minimum  Annual  Compensation  until he shall again  become
reemployed, in which case only the difference shall be payable as aforesaid; and
so on. If the  Executive's  employment  shall  terminate  as aforesaid or if the
Executive's reemployment in a new position shall terminate,  Executive shall use
his best  efforts  to become  reemployed  as soon as  reasonably  possible  in a
position  consistent with Executive's  experience and stature.  The Company will
start paying the executive compensation payments no later than 30 days after the
date of  termination.  The Company will also pay the  executive,  the executiv s
accumulated unused vacation no later than 30 days after the date of termination.

          (B)  Constructive  Discharge.  If the Company  engages in any material
breach of the terms of this  Restated  Agreement,  Executive  may at his  option
terminate  his  employment  and such  termination  shall be  considered  to be a
termination  of  Executive's  employment  by the Company for reasons  other than
"Cause."

          (C)  Termination by the Company for Cause.  The Company shall have the
right to terminate the  employment  of Executive for Cause.  Effective as of the
date that the  employment  of  Executive  terminates  by  reason of Cause,  this
Restated  Agreement shall terminate and no further  payments of the Compensation
described in Paragraph 4 (except for such  remaining  payments of Minimum Annual
Compensation under Paragraph 4(A) relating to periods during which Executive was
employed by the  Company,  Benefits  that are required by  applicable  law to be
continued, and reimbursement of prior expenses under Paragraph 5) shall be made.

<PAGE>


          (D) Change in Control.  If any time  during the term of this  Restated
Agreement there is a Change of Control and Executive's  employment is terminated
by the Company for reasons other than "Cause" within the greater of one (1) year
following  the  "Change  in  Control"  or the  remaining  term of this  Restated
Agreement,  the Company shall pay to Executive the greater of C$120,000.00  plus
the accumulated, unused vacation of the employee within 30 days of the Change in
Control.

          (E)  Termination  on Account  of  Executive's  Death.  In the event of
Executive's  death during the term of this  Restated  Agreement,  this  Restated
Agreement shall terminate.

          (F)  Termination  on Account of Executive's  Disability.  If Executive
ceases to  perform  services  for the  Company  because he is  suffering  from a
medically determinable  disability and is therefore incapable of performing such
services,  the  Company  shall  continue  to pay  Executive  an amount  equal to
two-thirds (2/3) of Executive's  Minimum Annual Compensation as in effect on the
date of  Executive's  cessation  of  services by reason of  disability  less any
amounts paid to Executive as Workers  Compensation,  Social Security  Disability
benefits (or any other disability benefits paid to Executive as federal,  state,
provincial,  or local disability  benefits) and any amounts paid to Executive as
disability  payments under any disability plan or program for a period ending on
the  earlier  of:  (a) the date  that  Executive  again  becomes  employed  in a
significant manner and on a substantially  full-time basis, or (b) the date that
the Company has paid Executive disability  compensation under this Paragraph for
six months.

     9. Restrictive Covenants.

          (A) Best Efforts Covenant. Executive will, to the best of his ability,
devote  his  full  professional  and  business  time  and  best  efforts  to the
performance of his duties for the Company and its subsidiaries and affiliates.
 
          (B) Exclusivity Covenant.  During the Agreement's term, Executive will
not  undertake  or  engage  in any  other  employment,  occupation  or  business
enterprise other than a business enterprise in which Executive does not actively
participate.  Further,  Executive agrees not to acquire,  assume, or participate
in, directly or indirectly,  any position,  investment,  or interest  adverse or
antagonistic to the Company, its business or prospects,  financial or otherwise,
or  take  any  action  towards  any of the  foregoing.  The  provisions  of this
Paragraph  shall not prevent  Executive  from owning shares of any competitor of
the  Company so long as such  shares (i) do not  constitute  more than 1% of the
outstanding  equity  of such  competitor,  and (ii) are  regularly  traded  on a
recognized  exchange  or listed for  trading  by NASDAQ in the  over-the-counter
market.

          (C)  Post-Employment  Noncompetition  Covenant.  Except with the prior
written consent of the Board, Executive shall not engage in activities either on
Executive's own behalf or that of any other business organization,  which are in
direct or  indirect  competition  with the  Company for a period of one (1) year
subsequent to Executive's  voluntary withdrawal from employment with the Company
(except for a  termination  pursuant to a Change in Control),  or the  Company's
termination  of  Executive's  employment  for Cause.  Executive  and the Company
expressly  declare that the time  limitations  contained in this  Paragraph  are
entirely  reasonable at this time and are properly and necessarily  required for
the  adequate  protection  of the  business  and  intellectual  property  of the
Company. If the territorial or time limitations in this Restated  Agreement,  or
any  portions  thereof,  are deemed to be  unreasonable  by a court of competent
jurisdiction,  whether  due to  passage  of time,  change  of  circumstances  or
otherwise,  Executive and the Company  agree to a reduction of said  territorial
and/or time limitations to such areas and/or periods of time as said court shall
deem reasonable.

<PAGE>


          For  a  period  of  one  year  subsequent  to  Executive's   voluntary
withdrawal from  employment with the Company (except for a termination  pursuant
to a Change in Control), or the Company's termination of Executive's  employment
for Cause,  Executive will not without the express prior written approval of the
Board (i) directly or indirectly,  in one or a series of transactions,  recruit,
solicit or otherwise induce or influence any proprietor,  partner,  stockholder,
lender, director,  officer,  executive,  sales agent, joint venturer,  investor,
lessor, supplier,  customer, agent, representative or any other person which has
a business relationship with the Company or had a business relationship with the
Company  within the  twenty-four-(24)  month  period  preceding  the date of the
incident in question, to discontinue,  reduce, or modify such employment, agency
or business  relationship with the Company,  or (ii) employ or seek to employ or
cause any  business  organization  in direct or  indirect  competition  with the
Company  to employ or seek to employ  any person or agent who is then (or was at
any time within six months prior to the date the  Executive  or the  competitive
business  employs or seeks to employ  such  person)  employed or retained by the
Company.  Notwithstanding  the  foregoing,  nothing  herein  shall  prevent  the
Executive from providing a letter of  recommendation to an employee with respect
to a future employment opportunity.

          (D) Confidential  Information.  Executive  recognizes and acknowledges
that the Company's  trade secrets and proprietary  information and know-how,  as
they may exist from time to time  ("Confidential  Information"),  are  valuable,
special and unique assets of the Company's business,  access to and knowledge of
which  are  essential  to  the  performance  of  Executive's  duties  hereunder.
Executive  will not,  during or after the term of his employment by the Company,
in whole or in part,  disclose  such  secrets,  information  or  know-how to any
Person for any reason or purpose whatsoever, nor shall Executive make use of any
such property for his own purposes or for the benefit of any Person  (except the
Company)  under any  circumstances  during or after the term of his  employment,
provided  that after the term of his  employment  these  restrictions  shall not
apply to such  secrets,  information  and know-how  which are then in the public
domain (provided that Executive was not responsible, directly or indirectly, for
such secrets,  information  or processes  entering the public domain without the
Company's  consent).  Executive  shall  have  no  obligation  hereunder  to keep
confidential any Confidential Information if and to the extent disclosure of any
thereof is specifically  required by law; provided,  however,  that in the event
disclosure  is required by  applicable  law,  the  Executive  shall  provide the
Company with prompt notice of such requirement,  prior to making any disclosure,
so that the Company may seek an appropriate  protective order.  Executive agrees
to hold  as the  Company's  property  all  memoranda,  books,  papers,  letters,
customer lists, processes,  computer software,  records,  financial information,
policy and procedure manuals, training and recruiting procedures and other data,
and all copies  thereof and  therefrom,  in any way  relating  to the  Company's
business  and  affairs,  whether  made  by  him or  otherwise  coming  into  his
possession, and on termination of his employment, or on demand of the Company at
any time, to deliver the same to the Company.  Executive agrees that he will not
use or  disclose  to other  employees  of the  Company,  during the term of this
Restated Agreement, confidential information belonging to his former employers.


<PAGE>

          Executive  shall use his best  efforts to prevent  the  removal of any
Confidential Information from the premises of the Company, except as required in
his normal  course of employment  by the Company.  Executive  shall use his best
efforts to cause all persons or entities  to whom any  Confidential  Information
shall be disclosed  by him  hereunder  to observe the terms and  conditions  set
forth herein as though each such person or entity was bound hereby.

          (E)  Nonsolicitation.  Except  with the prior  written  consent of the
Board,  Executive  shall not solicit  customers,  clients,  or  employees of the
Company or any of its  affiliates  for a period of twelve  (12)  months from the
date  of the  expiration  of  this  Restated  Agreement.  Without  limiting  the
generality of the foregoing,  Executive will not willfully  canvas,  solicit nor
accept any such  business in  competition  with the business of the Company from
any customers of the Company with whom Executive had contact during, or of which
Executive had knowledge  solely as a result of, his  performance of services for
the Company pursuant to this Restated Agreement.  Executive will not directly or
indirectly  request,  induce or advise any  customers  of the Company  with whom
Executive had contact  during the term of this  Restated  Agreement to withdraw,
curtail or cancel their business with the Company.  Executive will not induce or
attempt to induce any  employee of the Company to terminate  his/her  employment
with the Company.

          (F) Records, Files. All records, files, drawings, documents, equipment
and the like  relating to the business of the Company which are prepared or used
by Executive  during the term of his  employment  under this Restated  Agreement
shall be and shall remain the sole property of the Company.

          (G)  Hired  to  Invent.   Executive  agrees  that  every  improvement,
invention,  process,  apparatus,  method,  design,  and any other  creation that
Executive  may  invent,  discover,  conceive,  or  originate  by  himself  or in
conjunction  with any other  Person  during the term of  Executive's  employment
under this  Restated  Agreement  that relates to the business  carried on by the
Company during the term of Executive's  employment under this Restated Agreement
shall be the exclusive property of the Company.  Executive agrees to disclose to
the Company every patent application, notice of copyright, or other action taken
by  Executive  or any  affiliate  or assignee to protect  intellectual  property
during the 12 months  following  Executive's  termination  of  employment at the
Company,  for  whatever  reason,  so that the Company may  determine  whether to
assert a claim under this  Paragraph  or any other  provision  of this  Restated
Agreement.

          (I) Equitable Relief.  Executive acknowledges that his services to the
Company  are of a  unique  character  which  give  them a  special  value to the
Company. Executive further recognizes that violations by Executive of any one or
more of the  provisions  of this  Paragraph 9 may give rise to losses or damages
for which the Company  cannot be  reasonably  or  adequately  compensated  in an
action at law and that such  violations may result in irreparable and continuing
harm to the Company.  Executive agrees that, therefore, in addition to any other
remedy  which the  Company may have at law and  equity,  including  the right to
withhold  any  payment  of  compensation  under  Paragraph  4 of  this  Restated
Agreement,  the Company shall be entitled to  injunctive  relief to restrain any
violation, actual or threatened, by Executive of the provisions of this Restated
Agreement.

<PAGE>


     10. Executive's Rights Under Certain Plans. The Company agrees that nothing
contained  herein  is  intended  to or  shall be  deemed  to be  granted  to the
Executive in lieu of any rights and privileges  under any  retirement,  pension,
profit, insurance, hospitalization,  moving expense reimbursement or other plans
which may now be in effect or which  will,  during  the  Employment  Period,  be
adopted.

     11. Binding  Agreement,  Nonassignability.  This Restated Agreement and the
rights and  obligations  of the  parties  shall bind and inure to the benefit of
each of the  parties  hereto and shall also bind and inure to the benefit of any
successor  or   successors   of  the  Company  by   reorganization,   merger  or
consolidation  and any assignee of all or substantially  all of its business and
properties,  but, except as to any successor or assignee of the Company, neither
this Restated  Agreement nor any rights or benefits hereunder may be assigned by
the Executive.

     12. Governing Law. This Restated  Agreement has been executed and delivered
in the Province of British Columbia,  Canada, and its validity,  interpretation,
performance, and enforcement shall be governed by the laws of said Province.

     13.  Counterparts.  This  Restated  Agreement  may be  executed  in several
counterparts,  each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the Company has caused this Restated  Agreement to be
executed  and its seal to be affixed  hereunto  by its  officer  thereunto  duly
authorized and the Executive has signed this Restated  Agreement,  all as of the
day and year written above.

                                        THE EXECUTIVE

                                        ----------------------------------------
                                        Mr. Alex Y.W. Ding

                                        GLAS-AIRE INDUSTRIES GROUP LTD.



                                        By: 
                                        ----------------------------------------
                                        Mr. Edward Ting, Chief Executive Officer


<PAGE>





                        Amendment to Employment Agreement

This  is an  amendment  to the  "Bonuses"  (paragraph  C) of the  "Compensation"
(section 4) of the "Amended and Restated Employment Agreement" between Glas-Aire
Industries Group Ltd. (the "Company"),  a Nevada corporation,  and Mr. Alex Y.W.
Ding (the "Executive"),  an individual residing at 2676 E 22nd Ave.,  Vancouver,
B.C., Canada, dated August 1, 1998.

Following statement is added to the existing text in "Bonuses"  (paragraph C) of
the  "Compensation"   (section  4)  of  the  "Amended  and  Restated  Employment
Agreement"  and the  following  statement  will become an  integral  part of the
"Amended and Restated Employment Agreement":

     The Company will issue common  shares to the  Executive  valued one half of
     the Executive's bonus as quantified in this paragraph C, within 30 days.


                                      THE EXECUTIVE



                                      -------------------------February 26, 1999
                                      Mr. Alex Y.W. Ding

                                      GLAS-AIRE INDUSTRIES GROUP LTD.



                                      By: 
                                        -----------------------February 26, 1999
                                        Mr. Edward Ting, Chief Executive Officer