Employment Agreement

Employment Agreement

by Yifan Communications Inc
August 14th, 2000

                              EMPLOYMENT AGREEMENT

      This  Employment   Agreement  is  made  and  entered  into  between  Yifan
Communications,  Inc.,  a Delaware  corporation,  having a place of  business at
41-60 Main  Street,  Flushing,  Queens,  New York (the  "Company")  and Sally A.
Fonner an individual resident of Clearwater, Florida (the "Employee").

      WHEREAS,  the Employee has been the sole member of the Company's  Board of
Directors and the sole manager of its business affairs since April 2, 2000; and

      WHEREAS,  the Company has  recently  entered  into a business  combination
agreement with  Yifan.com,  Inc., a New York  corporation,  that has resulted in
substantial  changes in the  ownership,  management and business of the Company;
and

      WHEREAS,  the  Company  is  desirous  of  making  appropriate  long-term
arrangements for the management of its business affairs; and

      WHEREAS, the Company is desirous of retaining the Employee to serve as its
Director of Regulatory Affairs on the conditions set forth herein for the entire
term of this Agreement, and

      WHEREAS, in such capacity, the Employee will develop or have access to all
of the business methods and confidential information relating to the Company and
its business activities, its operational and financial matters, its contemplated
property  acquisition plans, its personnel training and development programs and
its industry relationships.

      NOW  THEREFORE,  in  consideration  of the  promises  and  of  the  mutual
covenants and agreements herein contained, the parties hereto agree as follows:

      1. Employee  Representations  and Warranties.  The Employee represents and
warrants to the Company that she is free to accept employment hereunder and that
she has no prior or other  obligations or commitments of any kind to anyone that
would in any way  hinder  or  interfere  with her  acceptance  of,  or the full,
uninhibited and faithful  performance of this Agreement,  or the exercise of her
best efforts as an executive officer of the Company.

      2.  Employment  and Duties.  The Company  shall employ the Employee as its
Director of Regulatory Affairs,  or in such other comparable  executive capacity
as the Board of Directors of the Company  shall  specify from time to time.  The
Employee's initial responsibilities shall include the following:

(a)The Employee  shall  continue to serve as a member of the Company's  Board of
   Directors  until the next annual  meeting of the Company's  stockholders,  or
   until her successor is elected and qualified;

(b)The  Employee  shall  manage,  operate and  maintain  all  required  internal
   accounting and external financial  reporting systems on behalf of the Company
   until such  operations  have  expanded  to a point  where it is  economically
   feasible for the Company to retain its own in-house  accounting and financial
   reporting staff;

(c)The  Employee  shall  manage  all of the  Company's  relationships  with  its
   transfer  agents,  financial  printers,  public  relations firms and investor
   communications firms, but shall not have the power to bind the Company to any
   agreements with any such firms without the express authorization of the Board
   of Directors; and

(d)The Employee shall manage the preparation and filing of all required  reports
   and registration statements with the Securities and Exchange Commission,  the
   National  Association  of  Securities  Dealers,  Inc.  and  other  regulatory
   authorities and self-regulatory associations;

In addition, the Employee shall, from time to time, perform such other functions
and  duties in  connection  with the  business  of the  Company  as the Board of
Directors may entrust or delegate to her.

      3.  Conduct of  Employee.  During the entire Term of this  Agreement,  the
Employee shall devote as much time,  effort,  skill and attention to the affairs
of the Company and its  subsidiaries  as may be  reasonably  required  under the
circumstances.  The Employee  will use her best efforts to promote the interests
of the  Company,  and will  discharge  her  responsibilities  in a diligent  and
faithful manner, consistent with sound business practices. In furtherance of the
foregoing:

     (a) The Employee  represents  that her  employment  by the Company will not
         conflict with any obligations  which she has to any other person,  firm
         or  entity.  The  Employee  specifically  represents  that  she has not
         brought to the Company  (during  the period  before the signing of this
         Agreement)  and she will not  bring to the  Company  any  materials  or
         documents  of  a  former  or  present  employer,  or  any  confidential
         information or property of any other person, firm or entity.

     (b) The Employee shall not, without disclosure to and approval of the Board
         of Directors of the Company, directly or indirectly,  assist or have an
         active  interest  in  (whether  as a  principal,  stockholder,  lender,
         employee,  officer, director,  partner, consultant or otherwise) in any
         person,  firm,  partnership,   association,   corporation  or  business
         organization,  entity or enterprise that competes with or is engaged in
         a  business  which is  substantially  similar  to the  business  of the
         Company  except that  ownership of not more than 5% of the  outstanding
         securities of any class of any  publicly-held  corporation shall not be
         deemed a violation of this sub-paragraph 3(b).

     (c) The Employee shall  promptly  disclose to the directors of the Company,
         in accordance with the Company's policies,  full information concerning
         any interests,  direct or indirect,  she holds (whether as a principal,
         stockholder,  lender, Employee,  director, officer, partner, consultant
         or  otherwise)  in any  business  which,  as  reasonably  known  to the
         Employee  purchases or provides services or products to, the Company or
         any of its  subsidiaries,  provided that the Employee need not disclose
         any such interest  resulting  from ownership of not more than 5% of the
         outstanding securities of any class of any publicly-held corporation.

     (d) The Employee  shall not disclose to any person or entity (other than to
         the  Company's  Board of  Directors  or to others as  required,  in her
         judgment,  in the due  performance of her duties under this  Agreement)
         any confidential or secret  information with respect to the business or
         affairs of the Company, or any of its subsidiaries or affiliates.

      Nothing in this  Agreement  shall be deemed to preclude the Employee  from
participating in other business opportunities if and to the extent that (i) such
business  opportunities  are not  directly  competitive  with or  similar to the
business of the Company, and (ii) the Employee's activities with respect to such
opportunities  do not have a material  adverse effect on the  performance of the
Employee's duties hereunder.

      4.    Conditions of Employment.

     (a) Term of Employment.  Unless  terminated  earlier in accordance with the
         provisions  of this  Agreement,  the  Employee  will be employed by the
         Company for a period  commencing on August 1, 2000 and  terminating  on
         July  31,  2001  (the  "Term").  Thereafter,  this  Agreement  shall be
         renewable  on such  reasonable  terms  and for such  periods  as may be
         negotiated between the Employee and the Company.

     (b) Place of  Employment.  The Employee shall work for the Company from her
         office  in  Clearwater,  Florida.  All  expenses  associated  with  the
         operation and maintenance of the Employee's office,  including the cost
         of any required  support staff,  shall be paid by the Employee from her
         own  funds  and the  Company  shall  have  no  obligation  to make  any
         contribution  to such costs The Employee  shall not be required  during
         the Term of this Agreement to relocate from Clearwater,  Florida to any
         other business location maintained by the Company although the Employee
         expressly  agrees that regular travel shall be necessary as part of her
         duties.

     (c) Ownership  of Company  Records and  Reports.  The  Employee  shall not,
         except in the  performance of her duties  hereunder,  at any time or in
         any manner make or cause to be made any copies,  pictures,  duplicates,
         facsimiles,  or other  reproductions  or recordings or any abstracts or
         summaries of any reports, studies, memoranda, correspondence,  manuals,
         records,  plans or other written or otherwise recorded materials of any
         kind whatever  belonging to or in the possession of the Company,  or of
         any  subsidiary or affiliate of the Company,  including but not limited
         to  materials  describing  or in any  way  relating  to  the  Company's
         business  activities  including,  but not limited  to, its  proprietary
         radioactive logging techniques and technologies,  its proprietary water
         handling and disposal technologies,  its proprietary reservoir analysis
         and modeling  techniques,  its property selection methods and criteria,
         its proprietary oil and gas production techniques,  its operational and
         financial   matters,   its   contemplated   property   acquisition  and
         development plans, its personnel training and development  programs and
         its industry relationships.  The Employee shall have no right, title or
         interest in any such material,  and the Employee agrees that, except in
         the  performance  of her duties  hereunder,  she will not,  without the
         prior written  consent of the Company remove any such material from any
         premises of the Company, or any subsidiary or affiliate of the Company,
         and  immediately  upon the termination of her employment for any reason
         whatsoever  Employee  shall return to the Company all such  material in
         her possession.

     (d) Company's  Trade  Secrets.  Without  the prior  written  consent of the
         Company,  the Employee  shall not at any time (whether  during or after
         her employment with the Company) use for her own benefit or purposes or
         for the  benefit or purposes of any other  person,  firm,  partnership,
         association,   corporation   or   business   organization,   entity  or
         enterprise,  or disclose in any manner to any person, firm, partnership
         association,   corporation   or   business   organization,   entity  or
         enterprise,  except in the  performance  of her duties  hereunder,  any
         trade  secrets,   or  any  information  data,   know-how  or  knowledge
         constituting  trade secrets belonging to, or relating to the affairs of
         the Company, or any subsidiary,  former subsidiary, or affiliate of the
         Company.

      5.    Compensation.  The Company shall  compensate  the Employee for all
services to be rendered by her during the Term as follows:

(a)As her sole  compensation for services to be rendered during the initial term
   of this agreement, the Employee shall receive 180,000 shares of the Company's
   $0.008 par value  common  stock.  Such shares  will be fully  earned upon the
   execution  of this  agreement  and shall  have an  agreed  value of $0.89 per
   share,  an  amount  which is equal to the  price  paid by the last  person to
   purchase shares of Yifan.com, Inc. for cash. These shares will be issuable to
   the  Employee  upon  the  effectiveness  of an  amendment  to  the  Company's
   Certificate of Incorporation  that authorizes the issuance of such $0.008 par
   value common stock.

(b)The Employee  expressly  acknowledges and agrees that (a) the shares provided
   for herein will be issued to her  compensation  for services  rendered to the
   Company,  (b) this  agreement  relates  solely to  day-to-day  services as an
   employee  of the  Company  and the  Employee's  compensation  for any  future
   "capital   raising   transactions"   will  be   established   by  a  separate
   transaction-specific   agreement   (c)  the   Employee   has   paid  no  cash
   consideration  to the  Company  for the  shares  that  will be  issued to her
   pursuant to the terms of this  agreement  and no portion of the proceeds from
   any resale of such shares will be remitted to the Company or used directly or
   indirectly  for the  payment  of any  expenses  of the  Company or any of its
   affiliates,  (d) Employee will not be directly  involved in any activity that
   promotes or otherwise  maintains a market for the  securities of the Company,
   (e) as long as the Employee is the beneficial  owner of any securities of the
   Company,  she will not  engage  in  "buy-side"  trading  activities,  hedging
   transactions  or other  activities  that  could  reasonably  be  expected  to
   influence  the  market  price of such  securities,  (f) she will not sell any
   shares in a transaction that is effected at a price lower than the quoted bid
   price of the  securities at the time of sale,  (g) if she engages in multiple
   sales in any five consecutive  business days, she will not sell any shares in
   a transaction  that is effected at a price lower than the last price received
   by us for the same  securities,  and (h) she will not sell more  than  15,000
   shares in any calendar month.

(c)   The Employee shall not participate in any compensation  plans adopted by
   the shareholders of the Company.

(d)The   Employee   shall   not   participate   in   the   Company's    standard
   medial/hospitalization  insurance and group life insurance, however, she will
   be entitled to  participate  in any  retirement  plans that are  subsequently
   adopted by the Company from time to time.

(e)During the Term of this  Agreement,  the Company will  reimburse the Employee
   for all reasonable  out-of-pocket business expenses incurred by her on behalf
   of the Company in the performance of her duties  hereunder upon  presentation
   of vouchers,  receipts or other evidence of such expenses in accordance  with
   the policies of the Company,  and provided  that the Employee  shall incur no
   costs  or  expenses   that  exceed  five  hundred   dollars   without   prior
   authorization of the Company.

(f)Notwithstanding any other provision of this Agreement,  it is agreed that the
   Employee shall be entitled to receive such incentive  bonuses,  stock options
   and other  benefits as may be granted by the board of directors  from time to
   time.

      8.    Termination of Employment.

(a)This  Agreement  and the  compensation  payable to Employee  hereunder  shall
   terminate and cease to accrue forthwith upon Employee's death.

(b)The  Employee's   employment  under  the  terms  of  this  Agreement  may  be
   terminated by the Company at any time,  with or without  cause,  upon written
   notice to the Employee;

(c)If this Agreement is terminated by the Company  without  cause,  the Employee
   shall  not  be  obligated  to  surrender  any  portion  of  the  compensation
   previously paid to her pursuant to the terms of this Agreement.

(d)If this  Agreement  is  terminated  by the  Company for cause,  however,  the
   Employee  shall be obligated to  surrender  to the Company  15,000  shares of
   Common  Stock for each full  month  remaining  in the  original  term of this
   Agreement.

(e)As used herein,  "cause"  shall mean (i) any material  failure by Employee to
   observe or perform her Agreements  herein  contained,  (ii) any fraudulent or
   dishonest  conduct in the performance of the Employee's duties and functions,
   (iii) any gross  negligence or willful breach of the  Employee's  obligations
   under this  Agreement,  (iv) any  intentional  disregard  of the policies and
   instructions established by the Board of Directors of the Company, or (v) any
   use of illegal or controlled substances.

(f)The  Employee's   employment  under  the  terms  of  this  Agreement  may  be
   terminated by the Employee at any time,  with or without cause,  upon written
   notice to the  Company.  If this  Agreement  is  terminated  by the  Employee
   without cause,  however,  the Employee shall be obligated to surrender to the
   Company  15,000  shares of Common Stock for each full month  remaining in the
   original term of this Agreement.

      9. Specific  Performance.  If any portion of this  Agreement is found by a
court of competent  jurisdiction  to be too broad to permit  enforcement of such
restriction to its full extent,  then such restriction  shall be enforced to the
maximum  extent  permitted by law, and the Employee  hereby  consents and agrees
that such scope may be judicially modified accordingly in any proceeding brought
to enforce such restriction. All provisions of this Agreement are severable, and
the  unenforceability  or  invalidity of any single  provision  hereof shall not
affect any remaining  provision.  The Employee  acknowledges and agrees that the
Company's remedy at law for any breach of any of her obligations hereunder would
be inadequate,  and agrees and consents that temporary and permanent  injunctive
relief  may be  granted in any  proceeding  that may be  brought to enforce  any
provision of this Agreement  without the necessity of proof of actual damage and
without any bond or other  security being  required.  Such remedies shall not be
exclusive  and shall be in  addition to any other  remedy  which the Company may
have.

      10.   Miscellaneous.

     (a) The failure of a party to insist on any occasion upon strict  adherence
         to any Term of this Agreement shall not be considered to be a waiver or
         deprive  that  party of the  right  thereafter  to insist  upon  strict
         adherence to that Term or any other Term of this Agreement.  Any waiver
         must be in writing.

     (b) All notices and other  communications  under this Agreement shall be in
         writing and shall be delivered personally or mailed by registered mail,
         return receipt  requested,  and shall be deemed given when so delivered
         or mailed,  to a party at such  address  as a party  may,  from time to
         time, designate in writing to the other party.

     (c) This Agreement shall be assigned to and inure to the benefit of, and be
         binding  upon,  any  successor to  substantially  all of the assets and
         business  of  the  Company  as a  going  concern,  whether  by  merger,
         consolidation,  liquidation or sale of substantially  all of the assets
         of the Company or otherwise.

     (d) This Agreement  constitutes  the entire  Agreement  between the parties
         regarding the above matters, and each party acknowledges that there are
         no other  written or verbal  Agreements or  understandings  relating to
         such subject matter between the Employee and the Company or between the
         Employee  and any other  individuals  or entities  other than those set
         forth herein.  No amendment to this Agreement shall be effective unless
         it is in writing and signed by both the parties hereto.

     (e) This Agreement shall be construed according to the laws of the State of
         Florida  pertaining  to  Agreements  formed and to be performed  wholly
         within the State of Florida.  In the event action be brought to enforce
         any  provisions  of this  Agreement,  the  prevailing  party  shall  be
         entitled  to  reasonable  attorney's  fees as fixed by the  court.  The
         Employee  represents  and warrants that she has reviewed this Agreement
         in  detail  with  her  legal  and  other  advisors,  as  she  considers
         appropriate,  and that she fully understands the consequences to her of
         its  provisions.  The  Employee is relying on her own  judgment and the
         judgment  of her  advisors  with  respect  to  this  Agreement  and she
         understands  that the  Company  is  making  no  representations  to her
         concerning taxes or any other matters respecting this Agreement.

     (f) Any dispute  between the parties to this Agreement  shall be determined
         and settled by binding  arbitration  in  Clearwater,  Florida under the
         rules of the American  Arbitration  Association.  Judgment on any award
         rendered  by  the  arbitrators  may be  entered  in  any  court  having
         jurisdiction over the party adversely by such award.

     (g) This Agreement may be executed in any number of  counterparts,  each of
         which shall be deemed to be an original for all purposes hereof.

      IN WITNESS  WHEREOF,  the parties hereto have set their hands on this 30th
day of July, 2000.

     YIFAN COMMUNICATIONS, INC.   SALLY A. FONNER

By:           /s/                                          /s/
    --------------------------               -----------------
     Yifan He, Chief Executive Officer