Employment Agreement - ChinaMallUSA.com Inc. and James Chyn


                              EMPLOYMENT AGREEMENT
                              --------------------

EMPLOYMENT  AGREEMENT,  dated  as of  the  13th  day  of  September,  1999  (the
"Effective  Date"),  by  and  between  ChinaMallUSA.com,   Inc.,  Inc.,  a  Utah
Corporation  doing  business at 1 World Trade Center,  Suite 2201,  New York, NY
10048 (the "Company") and James Chyn, an individual  residing at 337 Dodds Lane,
Princeton, NJ 08540(the "Executive").

                                   WITNESSETH:

WHEREAS,  the Company  desires to secure the services of the Executive  upon the
terms and conditions hereinafter set forth; and

WHEREAS,  the Executive desires to render services to the Company upon the terms
and conditions hereinafter set forth.

NOW, THEREFORE, the parties mutually agree as follows:

SECTION 1:        EMPLOYMENT
----------------------------

The Company  hereby  employs  Executive  and the Executive  hereby  accepts such
employment,  as the Vice  President,  Marketing and Business  Development of the
Company, subject to the terms and conditions set forth in this Agreement.

SECTION 2:        DUTIES
------------------------

The  Executive  shall  serve  as the  Vice  President,  Marketing  and  Business
Development and shall (i) perform the services and functions  required by and/or
relating to such office and  position and (ii) perform any and all duties as may
be lawfully  assigned to him from time to time by the  Company.  If requested by
the  Company,  the  Executive  shall  serve  on the  Board of  Directors  or any
committee  thereof  without  additional  compensation.  During  the term of this
Agreement,  the  Executive  shall  devote  all  of  his  business  time  to  the
performance of his duties hereunder unless otherwise authorized by the Company.

SECTION 3:        TERM OF EMPLOYMENT
------------------------------------

The term of the Executive's  employment shall be for a period of Thirty Six (36)
months  (the  "Term")  commencing  on the  Effective  Date,  subject  to earlier
termination  by the parties  pursuant  to Sections 5 and 6 hereof The  Executive
shall be entitled to Four (4) weeks of vacation during each year of the Term.

SECTION 4:        COMPENSATION OF EXECUTIVE.
--------------------------------------------

4.1)     SALARY.  The  Company  shall  pay to  Executive  a base  salary  of Two
         Thousand  Five  Hundred  Dollars  ($2,500) per month for the first four
         months of the Term;  Five Thousand  dollars  ($5,000) per month for the
         following twelve months of the Term; and Ten Thousand dollars ($10,000)
         per  month for the  remaining  twenty  months of the Term.  At any time
         during the Term of this Agreement,  the base salary may be increased if
         so



         determined  by and at the sole  option  of the  Company.  All  salaries
         payable to Executive shall be paid at such regular weekly,  biweekly or
         semi-monthly  time or times as the Company makes payment of its payroll
         in the regular course of business.

4.2)     PERFORMANCE BONUS. During each year of the term, the Executive shall be
         entitled to receive a performance bonus (the "Performance Bonus") based
         upon  the  Company's   financial   performance   and  the   Executive's
         performance  of his  duties as  determined  by the  Company's  Board of
         Directors (or the Compensation Committee thereof).

4.3)     STOCK  OPTIONS.  Upon the  execution of this  Agreement,  the Executive
         shall  receive  options  to  purchase a total of Two  Hundred  Thousand
         (200,000)  shares of the Company's Common Stock at an exercise price of
         ninety cents ($0.90) per share,  which shall be exercisable and subject
         to the terms and  conditions of any Option  Agreement  that the Company
         requires  its  executives  or  employees  to  execute.  So  long as the
         Executive  continues  to remain  in the  employ  of the  Company,  such
         options  shall  vest  as  follows:  60,000  options  shall  vest on the
         Effective  date of this  agreement;  70,000  options  shall vest on the
         first  anniversary date of this agreement and 70,000 options shall vest
         on the second anniversary date of this agreement.

4.4)     EXPENSES.  During the Term,  the Company shall  reimburse the Executive
         for all reasonable  and necessary  travel,  entertainment  expenses and
         other disbursements incurred by the Executive on behalf of the Company,
         and  in  performance  of the  Executive's  duties  hereunder.  However,
         Execution shall obtain and receive prior approval for such expenses and
         disbursements by the Executive's supervisor.

4.5)     BENEFITS.   The  Executive  shall  be  permitted  during  the  Term  to
         participate  in any  hospitalization  or  disability  insurance  plans,
         health  programs,  pension plans,  bonus plans,  stock plans or similar
         benefits that may be generally available to all other executives of the
         Company to the extent the Executive is eligible under the terms of such
         plans or programs.  The Company  agrees to provide the Executive with a
         paid health insurance plan comparable to insurance  coverage granted to
         the other Company  Executives.  In the event that the Executive  elects
         not to be covered by the benefit  plans  provided by the Company to its
         other  executives,  the Company  shall pay to the  Executive  an amount
         equal to the amount  the  Company  would  have paid on the  Executive's
         behalf for such benefits, less customary withholding.

SECTION 5:        DISABILITY OF THE EXECUTIVE
---------------------------------------------

If the Executive is incapacitated or disabled by accident, sickness or otherwise
so as to render the Executive mentally or physically incapable of performing the
services  required to be performed  under this  Agreement  for a period of Sixty
(60)  consecutive  days,  or for a period of One Hundred  and Eighty  (180) days
during any period of Three  Hundred and Sixty (360) days (a  "Disability"),  the
Company may, at the time or any time  thereafter,  at its option,  terminate the
employment of the Executive  under this  Agreement  immediately  upon giving the
Executive written notice to that effect. This contract shall then be deemed null
and void and the Company shall be released of all its obligations hereunder.

                                      -2-



SECTION 6:        TERMINATION
-----------------------------

a)       The Company may  terminate  the  employment of the Executive and all of
         the Company's  obligations  under this  Agreement at any time for Cause
         (as  hereinafter  defined)  by  giving  the  Executive  notice  of such
         termination, with reasonable specificity of the details thereof "Cause"
         shall mean (i) the  Executive's  misconduct  that could  reasonably  be
         expected to have a material  adverse effect on the business and affairs
         of the Company,  (ii) the Executive's  disregard of lawful instructions
         of the Company's  Board of Directors or its  president/chief  executive
         officer,  or neglect of duties or failure to act,  which, in each case,
         could  reasonably be expected to have a material  adverse effect on the
         business  and  affairs  of the  Company,  (iii) the  commission  by the
         Executive  of an act  constituting  common law fraud,  or a felony,  or
         criminal act against the Company or any affiliate thereof or any of the
         assets of any of them, (iv) the  Executive's  material breach of any of
         the agreements contained herein provided Executive shall have the right
         to cure such breach  during the Sixty (60) day period  after  receiving
         written  notice  of  such  breach  or  (v)  the  Executive's  death  or
         resignation  hereinunder.  A termination  pursuant to Section  6(a)(i),
         (ii)  shall  take  effect  Ten (10) days after the giving of the notice
         contemplated  hereby  unless the  Executive  shall,  during such 10-day
         period, remedy to the reasonable satisfaction of the Board of Directors
         of the Company the misconduct,  disregard, abuse or breach specified in
         such notice; provided, however, that such termination shall take effect
         immediately upon the giving of such notice if the Board of Directors of
         the Company shall,  in its sole  discretion,  have determined that such
         misconduct,  disregard,  abuse  or  breach  is  not  remediable  (which
         determination  shall be stated in such notice). A termination  pursuant
         to Section  6(a)(iii) shall take effect  immediately upon the giving of
         the notice contemplated hereby.

b)       The Company  may at its sole option  terminate  the  employment  of the
         Executive and all of the  Company's  obligations  under this  Agreement
         (except as  hereinafter  provided)  at any time during the Term without
         Cause  provided  that the  Executive is given a written  notice of such
         termination.  The  termination  shall be  effective  Thirty  (30)  days
         following  the giving of such written  notice.  This right to terminate
         can be  exercised  at any  time  by the  Company.  For  convenience  of
         reference,  the date  upon  which  any  termination  of this  Agreement
         pursuant  to Sections 5 or 6 is  effective  shall be referred to as the
         "Termination Date".

SECTION 7:        EFFECT OF TERMINATION OF EMPLOYMENT
-----------------------------------------------------

a)       Upon the termination of the Executive's  employment for Cause,  neither
         the Executive nor the  Executive's  beneficiaries  or estate shall have
         any  further  rights  under this  Agreement  or any claims  against the
         Company arising out of this Agreement,  except the right to receive (i)
         the unpaid  portion of the Base  Salary  provided  for in Section  4.1,
         computed  on a pro rata  basis to the  Termination  Date  (the  "Unpaid
         Salary  Amount"),  (ii)  reimbursement  for any  expenses for which the
         Executive shall not have  theretofore  been  reimbursed,  (the "Expense
         Reimbursement  Amount") and (iii) unpaid  amounts owed to the Executive
         for accrued and unused vacation days through the Termination  Date (the
         "Vacation Amount").

                                      -3-


b)       Upon the termination of the Executive's employment for other than Cause
         including without Cause, or for a Disability, neither the Executive nor
         the Executive's  beneficiaries  or estate shall have any further rights
         under this Agreement or any claims  against the Company  arising out of
         this  Agreement,  except  the right to receive  (i) the  Unpaid  Salary
         Amount as defined in (a) above, (ii) the Expense  Reimbursement  Amount
         as defined in (a) above,  (iii) the  Vacation  Amount as defined in (a)
         above and (iv)  severance  compensation  equal to the Base  Salary  for
         Twelve (12) months, 50% of which is payable on the Termination Date and
         50% of which is payable in equal monthly installments during the period
         commencing   thirty  (30)  days  following  the  Termination  Date  and
         continuing for a period of six months thereafter.

c)       In the event of an early  termination  of this  Agreement,  all options
         granted to the  Executive  that have been vested  pursuant to Section 4
         shall be exercisable in accordance with the standard  Option  Agreement
         that the Company  requires its  executives and employees to execute and
         shall be  deemed  null and void if they are not  exercised  within  the
         period  provided in the Option  Agreement or one year (1)  whichever is
         later,  along  with any and all  unvested  portion of the  options  and
         Company's obligations under Section 4 shall terminate.

SECTION 8:        DISCLOSURE OF CONFIDENTIAL INFORMATION
--------------------------------------------------------

Executive  recognizes that he has had and will continue to have access to secret
and confidential information regarding the Company, including but not limited to
its  customer  list,   products,   know-how,   and  business  plans.   Executive
acknowledges  that such  information is of great value,  to the Company,  is the
sole  property  of the  Company,  and has been and  will be  acquired  by him in
confidence.  In  consideration  of the  obligations  undertaken  by the  Company
herein,  Executive  will  not,  at any  time,  during  or after  his  employment
hereunder, reveal, divulge or make known to any person, any information acquired
by  Executive  during  the  course  of  his  employment,  which  is  treated  as
confidential  by the Company.  The  provisions  of this Section 8 shall  survive
Executive's employment hereunder.

SECTION 9:        COVENANT NOT TO COMPETE
-----------------------------------------

a)       Executive recognizes that the services to be performed by him hereunder
         are special,  unique and extraordinary.  The parties confirm that it is
         reasonably  necessary  for the  protection  of Company  that  Executive
         agree, and accordingly, Executive does hereby agree, that he shall not,
         directly or  indirectly,  at any time during the term of the  Agreement
         and the "Restricted  Period",  as defined in Section 9(e) below, employ
         or  engage,  or cause  or  authorize,  directly  or  indirectly,  to be
         employed  or engaged,  for or on behalf of himself or any third  party,
         any employee or agent of Company or any affiliate thereof.

b)       Executive hereby agrees that he will not,  directly or indirectly,  for
         or on behalf of himself or any third party, at any time during the term
         of  the  Agreement  and  during  the  Restricted  Period,  solicit  any
         customers of the Company or any affiliate thereof.

                                      -4-


c)       If any of the restrictions  contained in this Section 9 shall be deemed
         to be unenforceable  by reason of the extent,  duration or geographical
         scope thereof,  or otherwise, then the court making such  determination
         shall  have the right to reduce  such  extent,  duration,  geographical
         scope, or other provisions hereof, and in its reduced form this Section
         shall then be enforceable in the manner contemplated hereby.

d)       This Section 9 shall not be construed to prevent Executive from owning,
         directly or indirectly,  in the aggregate, an amount not exceeding five
         percent (5%) of the issued and  outstanding  voting  securities  of any
         class of any company whose voting capital stock is traded on a national
         securities  exchange  or on  the  over-the-counter  market  other  than
         securities of the Company.

e)       The term "Restricted Period," as used in this Section 9, shall mean the
         period of  Executive's  actual  employment  hereunder  plus twelve (12)
         months after the Termination Date.

f)       The  provisions  of this Section 9 shall survive the end of the Term as
         provided in Section 9(e) hereof.

SECTION 10:       MISCELLANEOUS
-------------------------------

10.1)    INJUNCTIVE  RELIEF.  Executive  acknowledges  that the  services  to be
         rendered  under the  provisions  of this  Agreement  are of a  special,
         unique and  extraordinary  character  and that it would be difficult or
         impossible to replace such services. Accordingly, Executive agrees that
         any  breach  or  threatened  breach by him of  Sections  8 or 9 of this
         Agreement  shall  entitle  Company,  in  addition  to all  other  legal
         remedies   available  to  it,  to  apply  to  any  court  of  competent
         jurisdiction to seek to enjoin such breach or threatened breach.

         The parties  understand and intend that each  restriction  agreed to by
         Executive  hereinabove  shall be construed as separable  and  divisible
         from  every  other  restriction,   that  the  unenforceability  of  any
         restriction shall not limit the enforceability, in whole or in part, of
         any other restriction, and that one or more or all of such restrictions
         may be enforced in whole or in part as the  circumstances  warrant.  In
         the event that any  restriction in this  Agreement is more  restrictive
         than  permitted  by law in the  jurisdiction  in  which  Company  seeks
         enforcement  thereof,  such restriction  shall be limited to the extent
         permitted by law.

10.2)    ASSIGNMENTS.  Neither  Executive nor the Company may assign or delegate
         any of their rights or duties under this Agreement  without the express
         written consent of the other.

10.3)    ENTIRE AGREEMENT.  This Agreement constitutes and embodies the full and
         complete  understanding  and  agreement  of the parties with respect to
         Executive's employment by Company,  supersedes all prior understandings
         and agreements, whether oral or written, between Executive and Company,
         and shall not be amended,  modified or changed  except by an instrument
         in writing  executed  by the party to be  charged.  The  invalidity  or
         partial  invalidity of one or more  provisions of this Agreement  shall
         not  invalidate  any other  provision of this  Agreement.  No waiver by
         either party of any  provision  or  condition to

                                      -5-


         be  performed  shall be  deemed  a  waiver  of  similar  or  dissimilar
         provisions  or  conditions  at the same time or any prior or subsequent
         time.

10.4)    BINDING  EFFECT.  This  Agreement  shall  inure to the  benefit  of, be
         binding  upon and  enforceable  against,  the parties  hereto and their
         respective successors, heirs, beneficiaries and permitted assigns.

10.5)    HEADINGS.  The headings contained in this Agreement are for convenience
         of  reference  only and shall  not  affect  in any way the  meaning  or
         interpretation of this Agreement.

10.6)    NOTICES.  All  notices,  requests,  demands  and  other  communications
         required or  permitted  to be given  hereunder  shall be in writing and
         shall be deemed to have been duly given when personally delivered, sent
         by registered or certified  mail,  return  receipt  requested,  postage
         prepaid,  or by private  overnight mail service (e. g. Federal Express)
         to the party at the address set forth above or to such other address as
         either  party  may  hereafter  give  notice of in  accordance  with the
         provisions  hereof.  Notices shall be deemed given on the sooner of the
         dates actually received or the third business day after sending.

10.7)    GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
         accordance  with the  laws of the  State  of [New  York]without  giving
         effect to such  State's  conflicts of laws  provisions  and each of the
         parties hereto  irrevocably  consents to the  jurisdiction and venue of
         the federal and state courts  located in the State of New York,  County
         of New York.

10.8)    COUNTERPARTS.  This Agreement may be executed  simultaneously in two or
         more counterparts,  each of which shall be deemed an original,  but all
         of which together shall constitute one of the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date set forth above.

                                               CHINAMALL, INC.


                                               By:  /s/ Max P. Chen
                                                  ------------------------------
                                                  Name:  Max P. Chen
                                                  Title: Chief Executive Officer

                                               By:   /s/ James Chyn
                                                  ------------------------------
                                                  Name:  James Chyn

                                      -6-