Employment Agreement - ChinaMallUSA.com Inc. and Max P. Chen


                              EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT,  dated as of October  22,  1999,  by and between
ChinaMallUSA.com,  Inc., a Utah corporation (the "Company"), and Max P. Chen, an
individual residing at 108-31 66 Rd. Forest Hills, NY 11375 (the "Executive").

                              W I T N E S S E T H:
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         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 Chief Executive  Officer and
Director of the Company,  subject to the terms and  conditions set forth in this
Agreement.

         Section 2. DUTIES.  The  Executive  shall serve as the Chief  Executive
Officer and Director and shall  properly  perform the duties of Chief  Executive
Officer of the Company  and duties as may be lawfully  assigned to him from time
to time by the Board of Directors  of 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 Board of Directors.



         Section 3. TERM OF EMPLOYMENT; VACATION.
                    -----------------------------

                  The term of the Executives  employment  shall be commencing on
the date hereof and end on December  31, 2002 (the  "Term"),  subject to earlier
termination in accordance with the terms of this Agreement.  The Executive shall
be entitled to four (4) weeks vacation during each year of the Term.

         Section 4. COMPENSATION OF EXECUTIVE
                    -------------------------

         4.1  SALARY.  The  Company  shall pay the  Executive a base salary (the
"Base  Salary")  during the time  periods and in the amounts set forth  opposite
such time period,  less such  deductions  as shall be required to be withheld by
applicable law and regulations, as set forth below:

                     TIME PERIOD                  ANNUAL SALARY RATE
                     -----------                  ------------------

                 6/1/99 - 11/30/99                        $60,000
                12/1/99 -  5/31/00                        $96,000
                 6/1/01 -  5/31/02                       $192,000
                 6/1/02 - 12/31/02                       $384,000

         The Base  Salary  payable  to  Employee  shall be paid at such  regular
weekly,  biweekly or semi-monthly  time or times as the Company makes payment of
its regular  payroll in the regular course of business.  Commencing on the first
anniversary of the date hereof,  and on each anniversary  thereafter  during the
term of this Agreement,  the Base Salary may be increased in the sole discretion
of the Company's Board of Directors.

         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  all  as

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determined by the Company's  Board of Directors (or the  Compensation  Committee
thereof). Executive understands and acknowledges that the Board of Directors (or
the Compensation  committee, as the case may be) may conclude that a Performance
Bonus has not been earned by the Executive,  and therefore, no Performance Bonus
will be paid.

         4.3 STOCK OPTIONS. Upon the execution of this Agreement,  the Executive
shall be granted options to purchase a total of Three million (3,000,000) shares
of the Company's  Common Stock at an exercise price equal to $0.56250 per share.
The price is close market on  10.22.1999.  The options shall be  exercisable  in
three  traunches  and shall expire  three years after the  Effective  Date.  The
options shall vest with respect to 30% of the shares or (900,000  shares) within
the first  year of the  employment;  with  respect to an  additional  35% of the
shares (or 1,050,000  shares within the second year of the employment;  and with
respect to the remaining 35% of the shares (or 1,050,000 shares) within the last
year of the employment.

         Exercise of any of the Options by Executive  shall be by written notice
to Company  accompanied by Executive's  certified or bank check for the purchase
price of the shares  being  purchased.  Upon receipt of such notice and payment,
Company  shall  cause to be issued the number of shares for which the Option has
been exercised,  registered in the name of Executive.  Such shares, when issued,
shall be fully paid and non-assessable.

         4.4  EXPENSES.  During  the  Term,  the  Company  shall  reimburse  the
Executive  for  all   reasonable  and  necessary   travel   expenses  and  other
disbursements incurred by the Executive on behalf of the Company, in performance
of the  Executive's  duties  hereunder,  assuming  Executive has received  prior
approval for such travel expenses and  disbursements by the Company's  President
to the extent possible.

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         4.5  BENEFITS.  The  Executive  shall be  permitted  during the Term to
participate in any hospitalization or disability insurance plans, D&O insurance,
3 million life insurance health programs,  pension plans, bonus plans or similar
benefits that may be available to 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 be covered 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 of 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 180 days during any period of 360  consecutive  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.

         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 neglect
of duties or

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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
Executive engages in conduct which, in the opinion of management, is subordinate
or  abusive  to  the  Company's  management  or  executive  officers,  (iv)  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, (v) the  Executive's  abuse of alcohol or other drugs
or controlled  substances,  or conviction of a crime involving moral  turpitude,
(vi) 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 notification of such breach or (vii) the
Executive's death or resignation  hereunder.  A termination  pursuant to Section
6(a)(i), (ii), (iv) (other than as a result of a conviction of a crime involving
moral turpitude) or (v) shall take effect 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)(iii),  (iv) (as result of a conviction of a
crime involving moral turpitude) or (vi) shall take effect  immediately upon the
giving of the notice contemplated hereby.

         (b) The Company may 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  Employment  Period without Cause by giving the
Executive written notice of such

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termination,  to be  effective  15 days  following  the  giving of such  written
notice. For convenience of reference, the date upon which any termination of the
employment of the Executive pursuant to Sections 5 or 6 shall be effective shall
be hereinafter referred to as the "Termination Date".

         Section 7. EFFECT OF TERMINATION OF EMPLOYMENT.


         (a) Upon the termination of the Executive's employment for (i) Cause or
(ii) 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 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 therefore
been reimbursed,  (the "Expense  Reimbursement Amount") and (iii) unpaid amounts
owed  to  the  Executive  for  accrued  an  unused  vacation  days  through  the
Termination  Date,  (iv) stock  option of  1,000,000  shares fully vested on the
Termination  Date and exercisable  with 6 months of the Termination  Date in the
case of Executive  being  terminated  for causes under Section b(i),  (ii),  and
(iii).

         (b) Upon the termination of the  Executive's  employment for other than
Cause or 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, (ii) the Expense  Reimbursement  Amount, and (iii)
severance  compensation  equal  to the Base  Salary  for the  lesser  of (i) the
remainder of the Term (as if this Agreement was not  terminated) or (ii) six (6)
months,  50% of which is  payable  on the  Termination  Date and 50% of which is
payable in equal monthly

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installments  during  the  period  commencing  sixty  (60)  days  following  the
Termination Date and continuing for a period of twelve (12) months thereafter.

         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 her 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 the 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):

                  (i) except as provided in Subsection (c) below,  be engaged in
         the sale,  marketing or distribution of __________  products or provide
         technical    assistance,    advice   or   counseling    regarding   the
         ________________  industry  in any state in the United  States in which
         the Company or any affiliate thereof is engaged in business,  either on
         her  own  behalf  or as an  officer,  director,  stockholder,  partner,

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         consultant,  associate,  employee, owner, agent, creditor,  independent
         contractor, or co-venturer of any third party; or

                  (ii)  employ or engage,  or cause or  authorize,  directly  or
         indirectly,  to be employed or engaged,  for or on behalf of herself or
         any third party,  any employee or agent of the Company or any affiliate
         thereof.

         (b) Executive  hereby agrees that he will not,  directly or indirectly,
for or on behalf of herself 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.

         (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 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.

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         (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

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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 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
such 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 date  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.

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         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.

                                               CHINAMALLUSA.COM, INC.


                                               By:/s/ Kristy Ye
                                                  ------------------------------
                                                  Name: Secretary
                                                  Title:


                                                  /s/ Max P. Chen
                                                  ------------------------------



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