EXHIBIT 10.37


                   TECHNICAL SERVICES AND LICENSING AGREEMENT
                                      2001
                   Technical Services and Licensing Agreement

This agreement is made by the Shandong Lu Neng Huang Tai Industrial Group
(hereinafter referred as Party A) and the American Pacific Aviation & Technology
Corporation (hereinafter referred as Party B), based on the principle of mutual
benefits and through friendly negotiations, and in accordance to the Equipment
Purchase Agreement, for the provision of patent technology and technical
services) by Party B to Party A for the production of contactless smart cards.

1.   Party B shall provide the full set of technology (including technical
     process, operation rules, maintenance rules, inspecting and testing rules,
     management system and all drawings, information, software or patent
     technology) for the production of contactless smart cards and shall
     guarantee that the production equipment and products produced by Party A
     meet the requirements of the "Agreement for Purchase of Equipment".

2.   Without the written permission of Party B, Party A shall not give the
     patent technology to any third party or shall not allow any third party to
     duplicate the equipment of Party B.

3.   Party B shall be liable to any claim brought forth by any third party
     against Party A for the legitimate use of the patent technology.

4.   Party B shall be responsible for providing all technical services of
     installation, trouble shooting, test running, receipt and acceptance, and
     shall solve all technical problems before receipt and acceptance to
     guarantee that the entire equipment set will produce 2500 pieces/hour.
     Party A shall provide lodging and food for technical experts of Party B and
     shall assign special staff to coordinate the project to ensure that
     installation, trouble shooting and test running go through smoothly. The
     period for installation and test running the equipment shall be two weeks.
     Expense of experts of Party B shall be assumed by Party B. Meal inside the
     factory and transportation within the city shall be provided by Party A.

5.   Party B shall train the staff of Party A for a period of two weeks. Party A
     shall select qualified staff to receive training. In the event that members
     from Party A fail to master the production technology during the training
     period, said period



                                                                              20








     can be extended to three or four weeks, the cost of such extension shall
     be assumed by Party A.

6.   Party B shall provide two technical staff to help Party A produce and
     provide technical support for six months when actual production begins.
     Expense of which shall be assumed by Party B.

7.   Any expense involved in this agreement shall be included in the cost of
     purchasing the equipment. This agreement shall become effective at the same
     time with the "Equipment Purchase Agreement" and its supplementaries.

8.   Default
     Both parties shall execute the provisions of the agreement sincerely. In
     the event any party fails to execute any of the above provisions that
     causes the economic loss of other party, the defaulting party shall
     compensate the loss. Claims and penalties shall be executed according to
     Chapter IX of the "Agreement for Purchase of Equipment".

9.   Settlement of Dispute
     Any dispute over the agreement by Parties A and B shall be settled through
     friendly negotiation. In the event negotiation fails to settle the dispute,
     it shall be arbitrated by the China Economic and Foreign Trade Arbitration
     Committee in Beijing. Fee for arbitration shall be paid by the losing
     party.

10.  This agreement shall contain four original copies, with each party holding
     two copies; and six copies of duplicates, with each party holding three
     copies. All copies bear equal validity.

PARTY A:
Shandong Lu Neng Huang Tai Industial Group (on behalf of the Shanghai Lu Neng
China Card Smartcard Company Limited [tentative name]) Company Representative:
(signature)

PARTY B:
The American Pacific Aviation & Technology Corporation
Company Representative: (signature)

DATE SIGNED: September 6, 2001, at Pu Dong, Shanghai


                                                                              21



                            STATEMENT OF DIFFERENCES
                           -------------------------

The degree symbol shall be expressed as...........................     [d]
The plus minus sign shall be expressed as.........................      +-