Exhibit 10.33


                   TECHNICAL SERVICES AND LICENSING AGREEMENT

This agreement is made by the Tranco Ltd. (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, for the provision of technical services and licensing (patent
technology) 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,
      administration 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 "Equipment Purchase Agreement".

2.    The patent technology and exclusive technology provided by Party B to
      Party A shall not involve any industrial property right of other countries
      or companies and Party A shall be legally protected that it has the legal
      right of utilization.

3.    Without written permission of Party B, Party A shall not transfer the
      patent technology or exclusive technology to any third party, nor Party A
      shall duplicate the equipment provided by Party B. Without the permission
      of Party B, Party A shall not allow business or technical personnel of
      other party to examine the production line or give any technical
      information from Party B to any third party.

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 equipment will produce 750-850 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.
      The travel expenses of experts from Party B shall be assumed by Party B.

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 can be extended to three or four weeks, the
      cost of such extension shall be


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      assumed by Party A.

6.    Party B shall cover the cost of providing the complete technology
      (including the cost of providing technical details, operation rules,
      maintenance rules, inspection and testing rules, administration system,
      drawings and information and software and the compensation and travel
      expenses of experts from Party B coming to China) and the cost of patent
      technology and exclusive technology licensing, and staff training. All
      these costs are included in the equipment purchase cost paid by Party A.
      With the exception of the equipment purchase cost, Party A shall pay no
      additional fee. In addition, at least in the first half year after the
      actual production starts, Party B shall send one to three technical staff
      to stay in Party A's site to help Party A produce and to provide technical
      support. The cost of which shall be assumed by Party B.

7.    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 "Equipment Purchase Agreement".

8.    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.

9.    This agreement shall become effective on the date signed by both parties.

10.   This agreement contains four original copies.


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PARTY A:
Tranco Ltd.
Company Representative: (signature)
August 10, 2001

PARTY B:
The American Pacific Aviation & Technology Corporation
Company Representative: (signature)
August 10, 2001


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