Exhibit 10(j)

Letter of Agreement between Yellowstone (Hong Kong) Limited and
Westpark Capital, Inc. dated March 21, 2002 with regard to
referral fees for referring of business by Yellowstone (Hong Kong)
Limited


                      WESTPARK CAPITAL, INC.
                        INVESTMENT BANKING
                         Member NASD/SIPC

March 21, 2002

Yellowstone (Hong Kong) Limited / WestPark (Hong Kong) Limited
Suite 1201, Alexandra House
16-20 Chater Road
Central, Hong Kong
Hong Kong

Attention:   Mr. King Kwok Yu

Dear King:

This  is  to confirm our understanding whereby WestPark  Hong  Kong
Limited (a subsidiary to be incorporated by Yellowstone (Hong Kong)
Limited in Hong Kong and hereinafter referred to as ("the Company")
will  receive  a Finder's Fee for the purposes of finding  suitable
company  clients  for both private and public funding,  identifying
and  securing sources of institutional, private equity and  venture
capital on behalf of WestPark Capital, Inc.

The  Finders  Fee  on  all  completed  public  equity  transactions
introduced by the Company will be .75% to 1% of the gross  proceeds
raised in such transactions completed by Westpark Capital, Inc. and
5% of the Underwriter warrants received by WestPark Capital, Inc.

For   the  placement  of  all-private  placements  and  venture  capital
introduced by the Company, WestPark Capital, Inc. will share its selling
concession with the Company.  The split will be determined on a case-by-
case basis, but in no case will the Company receive less than 50% of the
selling  concession  of the amount it places.  On public  offerings  the
Company will get the standard selling concession.

The  finder's  fee on retail private placements introduced  to  WestPark
Capital,  Inc. by the Company will be 20% of the net fee's  received  by
WestPark  Capital,  Inc. and 10% of any warrants  received  by  WestPark
Capital, Inc.

Finder's fees on institutional private placements introduced to WestPark
Capital,  Inc. by the Company will be 15% of the net fee's  received  by
WestPark  Capital,  Inc. and 10% of any warrants  received  by  WestPark
Capital, Inc.

Finder's fees for consulting engagements introduced to WestPark Capital,
Inc.  by the Company will be 20% of the net fees and 10% of any warrants
received by WestPark Capital, Inc.

The  finders fee on Merger & Acquisition deals introduced by the Company
will  be 15% of the net fees received by WestPark Capital, Inc. and  10%
of any warrants received by WestPark Capital, Inc.

Should  there  be any disagreement between Yellowstone  Hong  Kong,  the
Company and WestPark Capital, Inc. regarding the interpretation  of  the
provisions  of  this  letter, Yellowstone Hong  Kong,  the  Company  and
WestPark Capital, Inc. agree to binding arbitration under California law
to resolve such dispute.

All  finders  fee payable to Yellowstone Hong Kong shall be  settled  by
wire  transfer within twenty-one (21) days after successful  closing  of
the transactions referred.

Please  indicate your agreement to this letter by signing in  the  space
indicated and returning one copy to WestPark Capital, Inc.

Sincerely,


/s/ Richard A. Rappaport
---------------------------
Richard A. Rappaport
Chief Executive Officer


ACCEPTED AND AGREED THIS 21st DAY OF MARCH 2002.


/s/ King Kwok Yu
---------------------------
By: Mr. King Kwok Yu
Yellowstone (Hong Kong) Limited