TERMINATION OF CONSULTING AGREEMENT

    THIS TERMINATION OF CONSULTING AGREEMENT (the "Agreement") is entered into
by and among American Pacific Technology, Inc. (a/k/a Chipcards, Inc.), a
California corporation (the "Company") and Ross H. Mandell (the "Consultant"),
on this 23rd day of January, 2002 (the "Execution Date").

                                    Recitals

    WHEREAS, on March 20, 2000, the Company and the Consultant entered into a
Consulting Agreement (the "Consulting Agreement"); and

    WHEREAS, on October 31, 2001, Mandell sub-contracted a portion of his
consulting duties under the Agreement to St. James Holdings, LLC ("St. James")
and, as consideration therefor, transferred 500,000 shares of the common stock
to St. James;

    WHEREAS, the parties wish to terminate the Consulting Agreement (including
the rights and obligations of St. James) and provide for the payment of $200,000
in cash to the Consultant; and

    NOW THEREFORE, in consideration of these mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                                   AGREEMENT

    1. Termination. Effective as of the date hereof, the Consulting Agreement
(including the rights and obligations of St. James thereunder) shall be
terminated and shall be of no further force or effect.

    2. Payment to Consultant. In consideration of the termination of the
Consulting Agreement, the Company agrees to pay to the Consultant $200,000 in
immediately available funds by cashiers check or wire transfer to an account
designated by Consultant. Such payment shall be made on the date of the closing
of the Company's initial public offering or any private offering in which the
Company receives net proceeds of $4,000,000 or more.

    3. Effect of Termination. Notwithstanding the termination of the Consulting
Agreement, the Company acknowledges that all consideration previously delivered
to the Consultant (including by operation of Paragraph 3 of the Consulting
Agreement) shall be deemed earned and the Consultant shall retain all right,
title and interest to such consideration.

    4. Governing Law. This Agreement, and the legal relations between the
parties, shall be governed by, and construed in accordance with, the substantive
laws of the state of New York.

    5. Representations and Warranties. The Company has the full power and
authority to execute, deliver and perform this Agreement. This Agreement when
executed and delivered by the





Company will constitute a valid and legally binding obligation of the Company,
enforceable in accordance with its terms.

    6. Counterparts. The Agreement may be executed in any number of
counterparts, or duplicate originals, both of which shall be regarded as one
and the same instrument, and which are the official and governing version
of the interpretation of this Agreement.

    7. Entire Agreement. This Agreement supercedes all prior written and oral
understandings, promises, and agreements between the parties hereto with respect
to the Consultant's employment with the Company. This Agreement constitutes the
entire agreement between the parties hereto with respect to the Consultant's
employment with the Company, and may be amended, waived, modified or superseded
only by a written agreement signed by both parties hereto and is binding on the
parties hereto and their respective successors, assigns, and personal
representatives.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                          COMPANY:

                                          American Pacific Technology Inc.
                                          (a/k/a Chipcards.com Inc.)

                                          Allen Yue
                                          -----------------------------------
                                          Allen Yue
                                          President

                                          CONSULTANT:

                                          Ross H. Mandell

                                          ----------------------------------






Company will constitute a valid and legally binding obligation of the Company,
enforceable in accordance with its terms.

    6. Counterparts. The Agreement may be executed in any number of
counterparts, or duplicate originals, both of which shall be regarded as one and
the same instrument, and which are the official and governing version of the
interpretation of this Agreement.

    7. Entire Agreement. This Agreement supercedes all prior written and oral
understandings, promises, and agreements between the parties hereto with respect
to the Consultant's employment with the Company. This Agreement constitutes the
entire agreement between the parties hereto with respect to the Consultant's
employment with the Company, and may be amended, waived, modified or superseded
only by a written agreement signed by both parties hereto and is binding on the
parties hereto and their respective successors, assigns, and personal
representatives.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


                                         COMPANY:
                                         American Pacific Technology Inc.
                                         (a/k/a Chipcards.com Inc.)


                                         --------------------------------
                                         Name:
                                         Title:

                                         CONSULTANT:

                                         Ross H. Mandell

                                         Ross H. Mandell
                                         -------------------------------