EXHIBIT 10.2

        EMPLOYMENT AGREEMENT WITH HUMBPHREY CHEUNG DATED JANUARY 1, 2005





                             PRIVATE & CONFIDENTIAL

Mr. Cheung  Kin Kwong[HKID: G 903 617 (1)]                  Date: 1 January 2005


Dear Mr. Cheung,



                              LETTER OF APPOINTMENT

We are pleased to confirm your  employment with Titanium  Technology  Limited on
the terms and conditions under listed: -

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Position              Chief Technology Officer
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Monthly Salary        HK$30,000
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Mode                  Permanent
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Working Hours         9:00 to 18:00 (5 1/2 days)
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Commencement          1 Jan, 2005
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TERMINATION:
Your  appointment  may be  terminated  by either party at any time without cause
assigned by giving to the other party two weeks' written  notice,  or on payment
of two weeks' salary.


ANNUAL LEAVE:
In addition to the gazette general holidays, you will be eligible for paid leave
at the rate of one day's leave for every  completed  month of service subject to
your  completion  of at least 3 months'  service from the date of  assumption of
duty.  Such leave shall be taken during the above  appointment  period but shall
not be included as part of the period of notice of termination  of service.  Any
untaken  leave shall lapse  automatically  upon expiry of the above  appointment
period and cannot be encashed.


SICK LEAVE (APPLY TO PERMANENT STAFF ONLY):
Employees who apply for sick leave must produce a medical  certificate issued by
a registered medical practitioner,  certificates issued by Chinese Herbalists or
Bonesetters will not be accepted.


PERSONAL LEAVE:
Employees who apply for personal leave should submit their  application at least
two days in advance; salary will be deducted for personal leave.


SALARY REVIEW  (APPLY TO PERMANENT STAFF ONLY):
Your salary will be reviewed  once a year on 1st  January.  No salary  increment
will be granted or back paid upon submission of resignation.


TRANSFER:
The   employee    agreed   and   accepted   to   be    transferred    to   other
departments/companies  for work or at the  position of the Company in such other
capacity as the Company shall reasonably  consider to be within the scope of the
employee's capabilities.


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OVERTIME:
The  employee  may be  required  to work  overtime to cover peaks of workload or
ad-hoc basis.  The employee is willing to accept such  arrangement  and you will
have no payment of allowance or leave in lieu in respect of overtime work.


NON-COMPETITIVE

Without the prior written consent of Titanium Technology  Limited,  for a period
of twelve (12) months from the date of their leaving the  employment of Titanium
Technology Limited or any of its subsidiaries:
   a)  Be engaged or interested in any capacity in any business whose activities
       are  substantially  similar  to or  compete  with  any  of  the  business
       activities of Titanium Technology Limited or any of its subsidiaries; or
   b)  Be  involved  in  any  projects  or  products  handled   or  produced  by
       Titanium Technology Limited or its subsidiaries; or
   c)  Deal with any existing customer of  Titanium Technology Limited or any of
       its subsidiaries.


OTHERS:
You will not be eligible for any other benefits except those mentioned above and
those in accordance with the Employment Ordinance.



Any and all industrial  property rights including patent to which you are or may
be  entitled  or which are  created  as a result  of your  services  under  this
agreement shall belong to and be the exclusive  property of Titanium  Technology
Limited.

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We should now be  grateful  if you would,  as soon as  possible,  indicate  your
acceptance of this offer of appointing by signing and returning

Yours sincerely,





Joanne Wong
Human Resources Manager

BT/JN
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To: Human Resources Manager, Titanium Technology Limited

I accept this offer of appointment as embodied in the terms set out above.

Yours faithfully,

Signature         :

Name              :

Date              :

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