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                                                                    Exhibit 10.7

                AGREEMENT FOR THE LEASE OF HANGZHOU REAL PROPERTY

                                     BETWEEN

                          Huawei Technologies Co. Ltd.

                                       AND

                    Hangzhou Huawei-3Com Technology Co., Ltd.

                                   ----------

                                 January 1, 2004

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PARTIES TO THIS AGREEMENT:

The lessor of the real property:

Huawei Technologies Co. Ltd., a limited liability company registered in Shenzhen
city of Guangdong province and legally existing pursuant to the PRC laws
(hereinafter "Huawei" or "Party A")

AND

The lessee of the real property: Hangzhou Huawei-3Com Technology Co., Ltd., a
limited company established and legally existing pursuant to the PRC laws
(hereinafter "Party B").

(Together " the Parties")

WHEREAS, Huawei, 3Com Corporation, a Delaware corporation ("3Com") and 3Com
Technologies, a corporation organized under the laws of the Cayman Islands,
entered into that certain Contribution Agreement, dated March 19, 2003 (the
"Contribution Agreement"), pursuant to which Huawei agreed to lease the Hangzhou
Real Property to Party B; and

WHEREAS, the Parties wish to enter into this Agreement for the Lease of Hangzhou
Real Property (this "Agreement") and this Agreement is signed pursuant to
provisions of the relevant State and local published laws and regulations
published and available to foreign investors and according to the principles of
equality, voluntariness and consideration for use.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth and intending to be legally bound hereby, the
Parties hereby agree as follows:

1.   SCOPE OF LEASE

     Party A hereby leases to Party B that certain portion of the Hangzhou Real
     Property referred to in Clause 2.5 as the "Premises" in accordance with
     this Agreement. Ownership of the land over the Hangzhou Real Property shall
     belong to the People's Republic of China ("PRC"). The right to lease of the
     real property over the land does not include any underground natural
     resources, buried objects and municipal and public utilities.

2.   TITLE AND LOCATION OF THE HANGZHOU REAL PROPERTY

     2.1  Subject to Articles 16 and 17 hereof, Party A warrants that it has and
          will maintain, throughout the Term of the Lease (as hereinafter
          defined in Clause 3), (i) full ownership of the Buildings and other
          improvements located on the Hangzhou Real Property and (ii) the right
          to use the


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          Hangzhou Real Property for the purposes set forth herein and for a
          period of not less than fifty (50) years pursuant to a land use
          certificate ("Land Use Certification") granted by the PRC, free and
          clear of (a) any liens, encumbrances, covenants, charges, burdens or
          claims except those which do not materially and adversely affect the
          operation of the Hangzhou Real Property by Party B and (b) any future
          liens, mortgages or other encumbrances which provide that this
          Agreement shall be subject to forfeiture or termination following a
          foreclosure of such mortgage or other encumbrance. Party A further
          warrants that Party B, on making the payments to Party A in accordance
          with this Agreement and fulfilling its other obligations hereunder,
          shall and may peaceably and quietly manage and operate the Hangzhou
          Real Property during the entire Term of the Lease.

     2.2  Notwithstanding anything to the contrary herein, Party A shall defend,
          indemnify, protect and hold harmless Party B from and against any and
          all liability, loss, claim, damage and cost (including reasonable
          attorneys' fees) due to any termination of this Agreement or Party B's
          right to occupy the Premises prior to the expiration of the Term of
          the Lease as a result of any default by Party A under any current or
          future mortgage or financing arrangement secured by the Hangzhou Real
          Property or as a result of a failure to comply with any governmental
          requirements.

     2.3  Party A shall pay and discharge any ground rents or other rental
          payments, concession charges and any other charges payable by Party A
          in respect of the Hangzhou Real Property and, at its own expense,
          undertake and prosecute all appropriate actions, judicial or
          otherwise, required to assure such quiet and peaceable possession to
          Party B. Party A shall further pay all real estate taxes and
          assessments which may become a lien on the Hangzhou Real Property or
          which may be due and payable during the Term of the Lease unless
          payment thereof is in good faith being contested by Party A and
          enforcement thereof is stayed. Party A shall not later than twenty
          (20) days following written demand by Party B furnish to Party B
          copies of official tax bills and assessments and tax receipts showing
          the payment of such taxes and assessments.

     2.4  The term "Hangzhou Real Property" as used herein means the office and
          manufacturing facilities and other improvements and buildings,
          including, without limitation, the Improvements defined and described
          in Clause 9.1 hereof (the "Buildings") and the land upon which such
          office and manufacturing facilities and other improvements and
          buildings are located (the "Land") in Hangzhou, PRC and commonly known
          as Huawei Hangzhou Production Centre. The location and size of the
          Hangzhou Real Property is as follows:

               Lot Number 11-01-(002)-0003 located on Liuhe Road,
               Zhijiang Sci-Tech Industrial Park, Binjiang District,


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               Hangzhou, Zhejiang Province, PRC, with a total land area of
               132,938 square meters and a total property gross floor area of
               69,777.2 square meters which shall be determined by and recorded
               in the Real Estate Certificate issued by the Hangzhou local
               government. Such total property gross floor area includes (i)
               7,687.34 square meters for the office tower (the "Office Tower
               Space"), (ii) 4,204.72 square meters for the canteen (the
               "Canteen Space"), (iii)31,592.87 square meters for the production
               space, excluding the Expansion Premises (the "Initial Production
               Space") and (iv)24,714.01 square meters for the Expansion
               Premises.

          The specific location of the Hangzhou Real Property is shown per the
          co-ordinates in the maps attached hereto as Schedule 1. The
          measurements provided in this Clause 2.4 are subject to confirmation
          by the Real Estate Certificate as set forth in Clause 5.2 hereof.

     2.5  The term "Premises" as used herein means that portion of the Hangzhou
          Real Property to be leased to Party B on the Commencement Date (as
          defined herein) consisting of the entire Hangzhou Real Property less
          approximately 24,714.01 square meters of gross floor area located on
          the second floor of the plant/production building (the "Expansion
          Premises"), which Premises are more particularly described on Schedule
          2 attached hereto.

     2.6  Notwithstanding anything to the contrary herein, with the prior
          consent of Party A, which consent shall not be unreasonably withheld,
          Party B shall have the continuing right during the Term of the Lease
          (as defined in Clause 3 below) to lease from Party A all or any
          portion of the Expansion Premises for the remainder of the Term of the
          Lease at the applicable rental rate specified in Clause 5.1 of this
          Agreement for the Initial Production Space and otherwise upon the same
          terms and conditions of this Agreement (the "Expansion Right"). Party
          B may exercise such Expansion Right from time to time during the Term
          of the Lease by delivering to Party A written notice (an "Expansion
          Notice") specifying (i) the location and size of any portion of the
          Expansion Premises to be leased and (ii) the date upon which Party B
          intends to lease such Expansion Premises (or portion thereof), which
          date shall be not less than thirty (30) days after the date of such
          notice (each such date, an "Expansion Space Commencement Date").
          Effective as of each Expansion Space Commencement Date, the Premises
          herein shall be deemed to include that portion of the Expansion
          Premises described in the applicable Expansion Notice and the rent
          payable by Party B hereunder shall be increased by an amount equal to
          the product of the gross floor


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          area of the portion of the Expansion Space set forth in the Expansion
          Notice and the rental rate applicable from time to time to the Initial
          Production Space set forth in Clause 5.1 of this Agreement. Party A
          shall deliver the Expansion Premises (or any portion thereof) to Party
          B in the condition required pursuant to Clause 3 hereof. The Expansion
          Right shall continue until the earlier to occur of (i) the leasing of
          the entire Expansion Premises by Party B pursuant to this Clause 2.6
          and (ii) the termination or expiration of this Agreement.

3.   TERM

          Subject to the any provisions in this Agreement regarding the
          expiration or early termination of this Agreement, the term of the
          lease for the Premises shall be sixty (60) months (the "Term of the
          Lease") commencing on the later of January 1, 2004 or the date by
          which all of the following have occurred: (i) Party A has
          substantially completed the Improvements (as defined in Clause 9) in
          accordance with this Agreement; (ii) Party A has delivered possession
          of the Premises to Party B in good, vacant, broom clean condition,
          with all building systems in good working order, with all Utilities
          (as defined in Clause 7.5 hereof) completed and installed and serving
          the Hangzhou Real Property and otherwise in compliance with all laws
          and in the condition required under this Agreement; and (iii) Party A
          has obtained all approvals, certificates and permits from the
          appropriate governmental authorities required for the legal occupancy
          of the Hangzhou Real Property for the permitted use, including,
          without limitation, the permits and approvals described in Clause 7.1
          (a) - (c) hereof (the "Commencement Date"). Party B acknowledges that
          Party A may not obtain the Real Estate Certificate, the building
          ownership certificate and the registration of this Agreement with the
          local government authorities (collectively, the "Outstanding Permits")
          prior to the Commencement Date; however, Party A shall use its best
          efforts to obtain such items as soon as possible and shall deliver a
          notice or a copy of each such item to Party B within 15 days of the
          date each such item is obtained.

4.   USE OF THE HANGZHOU REAL PROPERTY

          4.1  The Hangzhou Real Property may be used for the following
               purposes:

               4.1.1 industrial purposes including but not limited to the
                    production, manufacturing, blending, packaging, processing,
                    transportation, supply, distribution, marketing, sale and
                    storage of industrial products;

               4.1.2 office, laboratory, warehouse and factory purposes and
                    other ancillary facilities in support of the activities
                    listed in paragraph 4.1.1 above;

               4.1.3 for any purposes of the operation of Party B including but
                    not


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                    limited to dormitories of employees, food and beverage
                    facilities, public, medical and recreation facilities; and

               4.1.4 for all other lawful commercial and business purposes and
                    any other uses incidental or related to the foregoing.

               Party A represents and warrants that each of the uses described
               in this Clause 4.1 are authorized by applicable law and
               governmental certificates and permits in effect as of the date of
               this Agreement and shall be permitted under the Real Estate
               Certificate and the building ownership certificate.

     4.2  If the purpose of the Hangzhou Real Property specified in this
          Agreement needs to be changed during the Term of the Lease beyond the
          usage scope of the Hangzhou Real Property set forth in Clause 4.1 and
          approved by the appropriate governmental authorities, the consent of
          Party A shall be obtained by Party B, a new lease contract or relevant
          amendment contract shall be executed, the rents for the lease of the
          Premises shall be increased or decreased in accordance with the fee
          charge criteria for the land use right of the Hangzhou Real Property
          by the PRC and the relevant formalities of registering the land use
          rights and real property shall be completed, all in accordance with
          the relevant published laws and regulations available to foreign
          investors.

5.   RENT, TAXES, INSURANCE, OPERATING EXPENSES AND UTILITIES

     5.1  Party A guarantees to Party B that save for the payment due under this
          Clause 5, Party B shall not be required to pay any other fees, rates,
          levies, expenses, charges or taxes of' any kind (such as land contract
          tax, stamp duties, acquisition of agricultural land tax and
          reclamation fees) related to or payable for the Outstanding Permits or
          the signature of this Agreement, or any fees, compensation or taxes
          payable for compensation of crops and trees and for removal or
          relocation of existing users or occupants (if any) on the Hangzhou
          Real Property. Party B agrees to pay Party A the rents in respect of
          the Premises for the period from the Commencement Date to the date of
          termination of the "Term of the Lease" (provided that the specific
          payment terms and conditions shall be in accordance with the
          provisions of Clause 6). The rents shall be calculated from the
          Commencement Date.

          Both Parties hereby agree and confirm that the monthly rents for the
          Premises shall be as follows:

               For the period beginning on the Commencement Date and continuing
               through the expiration of the Term of the Lease, the monthly
               rents shall be (i) RMB 60 yuan/square meter/month of the gross
               floor area of the Office Tower Space and the Canteen Space


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               and (ii) RMB 40 yuan/square meter/month of the gross floor area
               of the Initial Production Space.

     5.2  The Parties acknowledge that the Real Estate Certificate has not been
          issued as of the execution date of this Agreement. The Parties
          covenant and agree to jointly instruct the Hangzhou local government
          authority to issue the Real Estate Certificate so as to include
          separate measurements of the gross floor area for each floor of each
          Building. Upon receipt of the Real Estate Certificate in the required
          form, the Parties agree to calculate the gross floor area for each of
          the Office Tower Space, the Canteen Space, the Initial Production
          Space and the Expansion Premises based on such Real Estate Certificate
          and, if such amounts differ from those currently set forth in Clause
          2.4 hereof, either revise such amounts in Clause 2.4 hereof or execute
          a separate memorandum or agreement which sets forth such information.
          If the gross floor area amounts set forth in the Real Estate
          Certificate differ from those set forth in Clause 2.4, within thirty
          (30) days of notice from either Party, Party B shall pay any
          underpayment or Party A shall refund any overpayment made as a result
          of payment of monthly rents prior to such date based on the gross
          floor area amounts set forth in Clause 2.4.

     5.3  Party A shall be responsible for and shall pay when due any and all
          real estate taxes and assessments in connection with the Hangzhou Real
          Property. Party A shall furnish to the Party B copies of (i) any tax
          invoice or receipt or any other evidence of tax payment and (ii) any
          notice or documents from the tax authority in relation to the tax
          payment or tax fine. Party B agrees to coordinate with Party A for any
          claims that may arise relating to the taxation of the Hangzhou Real
          Property and Party A shall indemnify, defend, protect and hold
          harmless Party B from and against any actual costs, claims or expenses
          incurred therefore by Party B (including, without limitation, all
          legal fees and expenses).

     5.4  Party A shall, at its expense, at all times during the Term of the
          Lease procure and maintain adequate insurance to cover the full
          replacement cost of the Hangzhou Real Property against loss or damage
          to the Hangzhou Real Property from fire, explosion, aircraft, water
          apparatus, flood, earthquake, boiler and machinery breakdown and such
          other perils considered necessary, customary or practical in fully
          protecting the Hangzhou Real Property and maintain adequate
          comprehensive general liability insurance fully protecting Party A
          arising out of the ownership, possession and use of the Hangzhou Real
          Property.

          All such liability insurances shall note the interest of Party B as an
          "additional insured".

          Party A shall furnish to Party B satisfactory evidence of all
          insurances maintained by Party A pursuant to this Clause.


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     5.5  Subject to the provisions of this Contact, Party B shall be
          responsible for and bear the full cost for the operation of its
          business at the Premises and for all utilities (including heating,
          cooling and ventilating) and telecommunications (including
          telephone/fax and internet connection) used by Party B at the
          Premises. Party B agrees to pay all electricity, water and gas (if
          any) consumed by Party B at the Premises on the basis of separate
          meters installed or to be installed at Party B's option and/or to
          refund to Party A the costs thereof on reasonable written notice to
          Party B (in case any of the same are payable or charged in respect of
          the Party A's account). In case any of the foregoing costs in this
          Clause are paid or charged in respect of Party A's account, they shall
          be refunded by Party B to Party A within thirty (30) days after
          receipt by Party B of written notice and upon Party B's verification
          of the costs are correct and in order.

6.   PAYMENT AND CURRENCY

     Party B will pay the rents for the Premises in RMB.

     Party B will pay to Party A as a security deposit an amount equal to the
     monthly rent for the first two (2) months of the Term of the Lease. Such
     security deposit will be refunded to Party B within fifteen (15) days of
     the date of the expiration of the Term of the Lease or the date of its
     early termination in accordance with Clause 13 of this Agreement or
     otherwise.

     Both Parties hereby agree the payment terms are as follows:

     6.1  Within 15 days after the Commencement Date, Party B will pay Party A
          in one installment the rent at the rates set forth in Clause 5.1.1
          from the Commencement Date through the last day of the calendar
          quarter in which the Commencement Date occurs.

     6.2  Commencing from the first day of the calendar quarter immediately
          succeeding the calendar quarter in which the Commencement Date occurs
          through the remainder of the Term of the Lease, Party B shall pay rent
          at the rates set forth in Clause 5.1.1 quarterly on the fifth day of
          the first month of each calendar quarter (January 5, April 5, July 5
          and October 5) of each year of the Term of the Lease.

     6.3  For any lease period shorter than a quarter, the rent thereof shall be
          calculated on a daily basis.

     6.4  Party A shall issue to Party B the relevant payment notice in respect
          of any payment 30 days before the due payment date. If Party A has not
          issued any payment notice in time, the relevant due payment period
          shall be extended correspondingly. Party A shall issue to Party B the
          official receipt within 5 days after any payment of Party B has been
          effected in the bank account designated by Party A.


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     6.5  With 60 days of the expiry or termination of the Term of the Lease of
          the Premises, Party A shall refund to Party B any advance payment
          (including rent).

7.   GUARANTEES BY PARTY A

     Party A hereby guarantees to Party B that:

     7.1  Party A has received (a) the land use rights certificate relating to
          the Hangzhou Real Property pursuant to which the PRC has granted to
          Party A the right to use the Hangzhou Real Property for the purposes
          specified herein for a period of not less than fifty (50) years, (b)
          the approval relating to the change in scope of use and (c) the
          approval of the renovations of the Hangzhou Real Property and the
          construction of the Improvements. Party A agrees to use its best
          efforts to obtain the building ownership certificate as soon as
          possible and will provide a copy to Party B within 15 days after
          obtaining it.

     7.2  Party A has the right to sign this Agreement with and lease the
          Hangzhou Real Property to Party B, and Party A has completed all
          necessary formalities and obtained all documents, permits and
          approvals as necessary for the signature and performance of this
          Agreement as well as the lease of the Hangzhou Real Property hereunder
          and the construction of the Improvements, including but not being
          limited to completing the relevant registration and obtaining the
          relevant approvals, approval documents and certificates (except
          registration of this Agreement with the local government, which Party
          A agrees to use its best effort to obtain as soon as possible and will
          provide a copy to Party B within 15 days after obtaining it).

     7.3  No Hazardous Materials are present on the Hangzhou Real Property,
          except in compliance with applicable Environmental Laws. The
          operations and activities conducted by Party A, and its agents,
          employees and contractors on the Hangzhou Real Property, including,
          without limitation, the construction of the Improvements, have been
          conducted at all times during the past two years, in compliance with
          all applicable Environmental Laws and Environmental Permits. To the
          knowledge of Party A, no Action is pending or threatened under any
          Environmental Laws against or relating to the Hangzhou Real Property,
          Party A or the operations and activities conducted by Party A on the
          Hangzhou Real Property.

     7.4  Except as contemplated by this Agreement, Party A has not leased or
          subleased any portion of the Hangzhou Real Property to any other
          Person, and, to the knowledge of Party A, no other Person has any
          right to the use, occupancy or enjoyment thereof, nor has Party A
          assigned any of its interest under the Hangzhou Real Property. The
          execution, delivery and


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          performance of this Agreement will not materially adversely affect the
          continued use or possession of Hangzhou Real Property.

     7.5  As of the Commencement Date, all telephone, telecommunication, water,
          sewer, gas, steam and electrical lines and cables and surface drainage
          systems necessary for the use of the Hangzhou Real Property by Party B
          and the conduct of its business and operations thereon (collectively,
          the "Utilities") will be completed and installed on the Hangzhou Real
          Property in compliance with all applicable laws. As of the
          Commencement Date, all utility lines serving the Premises will be
          separately metered and located in the rights of way of public roadways
          bordering the Hangzhou Real Property and will be set up to serve the
          Hangzhou Real Property independently of the neighboring properties.

     7.6  Capitalized terms used but not otherwise defined in this Clause 7
          shall have the meanings set forth in the Contribution Agreement.

8.   GUARANTEES BY PARTY B

     Party B hereby guarantees to Party A during the Term of the Lease when
     Party B shall remain the lessee that it shall:

     8.1  pay rents for the Premises in accordance with this Agreement;

     8.2  not use the Premises for any illegal purpose, or beyond the purpose
          described in Clause 4.1; and

     8.3  abide by the publicly applicable laws and regulations of the PRC
          affecting the use of the Premises.

9.   CONSTRUCTION OF IMPROVEMENTS

     9.1  Party A shall construct improvements and renovations to the Hangzhou
          Real Property (the "Improvements") in accordance with (i) the plans
          and specifications (the "Plans") previously delivered to and approved
          in writing by 3Com, (ii) the estimate of the total cost of the
          Improvements (the "Cost Estimate") attached hereto as Schedule 3 and
          (iii) the terms of this Agreement.

     9.2  Party A represents that it has submitted the Plans to all appropriate
          governmental agencies and has obtained all governmental approvals
          required for such Plans and the construction of the Improvements.
          Party A shall have no right to require extra work or change orders
          with respect to the construction of the Improvements. Party B shall
          have the right to request changes to the Plans by way of written
          change orders (each, a "Change Order", and collectively, "Change
          Orders"). Provided such Change Order is reasonably acceptable to Party
          A, Party A shall prepare and submit promptly to Party B a memorandum
          setting forth the impact


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          on cost and schedule resulting from said Change Order (the "Change
          Order Memorandum of Agreement"). Party B shall, within three (3) days
          following Party B's receipt of the Change Order Memorandum of
          Agreement, either (i) execute and return the Change Order Memorandum
          of Agreement to Party A, or (ii) retract its request for the Change
          Order. Party B shall pay to Party A, upon completion of the
          Improvements, any increase in the actual total cost to construct the
          Improvements solely resulting from the Change Order, as set forth in
          the Change Order Memorandum of Agreement.

     9.3  The Improvements shall be constructed by Party A in accordance with
          all rules, regulations, codes, ordinances, statutes, and laws of any
          governmental or quasi-governmental authority and in accordance with
          the Plans as amended.

     9.4  Party B shall have the right to submit a written "punch list" to Party
          A setting forth any defective item of construction, and Party A shall
          promptly cause such items to be corrected. Party B's acceptance of the
          Premises or submission of a "punch list" shall not be deemed a waiver
          of Party B's rights to have defects in the Improvements or the
          Hangzhou Real Property repaired at no cost to Party B. Party B shall
          give notice to Party A whenever any such defect becomes reasonably
          apparent, and Party A shall repair such defect as soon as possible.

     9.5  Notwithstanding anything to the contrary in this Agreement, effective
          upon delivery of the Premises to Party B, Party A does hereby warrant
          that (i) the construction of the Improvements was performed in
          accordance with all rules, regulations, codes, statutes, ordinances,
          and laws of all governmental and quasi-governmental authorities, in
          accordance with the Plans, and in a good and workman-like manner, (ii)
          all material and equipment installed in the Hangzhou Real Property
          conformed to the Plans and was new and otherwise of good quality,
          (iii) the electrical, plumbing, and mechanical systems servicing the
          Hangzhou Real Property are in working order and in good condition, and
          (iv) the roof is in good condition and water tight.

     9.6  Party A shall pay for all costs of the design, permitting,
          development, construction and installation of the Improvements;
          provided, however, that, within thirty (30) days after the later of
          the Commencement Date and the date that Party A delivers to Party B
          paid invoices and such other documents as may be reasonably required
          by Party B to evidence the payment by Party A of the Party B Costs (as
          hereinafter defined), Party B shall reimburse Party A for (i) the
          costs and expenses of those portions of the Improvements identified on
          Schedule 4 attached hereto and (ii) any increase in the actual total
          cost to construct the Improvements solely resulting from any Change
          Order, as set forth in any Change Order Memorandum of Agreement that
          has been accepted and approved by


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          Party B (collectively, the "Party B Costs"). Notwithstanding anything
          to the contrary herein, Party B's obligation to pay the Party B Costs
          described in clause (i) of the immediately preceding sentence shall in
          no event exceed $5,250,000 (U.S.). Party B shall have the right to
          review and audit the construction documents, contractor quotations and
          contracts, change orders, invoices and applications for payment
          submitted by Party A's contractors.

     9.7  The Party B Costs shall not include and in no event shall Party B have
          any obligation to pay for the following: (i) costs for improvements
          which are not shown on or described in the Plans unless otherwise
          approved by Party B; (ii) costs incurred to remove Hazardous Materials
          (as defined in the Contribution Agreement) from the Hangzhou Real
          Property or the surrounding area; (iii) attorneys' fees incurred in
          connection with negotiation of construction contracts, and reasonable
          attorneys' fees, experts' fees and other costs in connection with
          disputes with third parties; (iv) costs incurred as a consequence of
          delay (unless the delay is caused by Party B), construction defects or
          default by a contractor; (v) costs recoverable by Party A upon account
          of warranties and insurance; (vi) restoration costs in excess of
          insurance proceeds as a consequence of casualties; (vii) penalties and
          late charges attributable to Party A's failure to pay construction
          costs, delay or default under any construction contract; (viii) costs
          to bring the Hangzhou Real Property into compliance with applicable
          laws and restrictions, including, Environmental Laws (as defined in
          the Contribution Agreement); (ix) wages, labor and overhead for
          overtime and premium time; (x)offsite management or other general
          overhead costs incurred by Party A; and (xi) construction management,
          profit and overhead charges. Party B shall be entitled to surrender
          the Improvements upon the termination of this Agreement.

     9.8  So long as such occupancy does not interfere with Party A's
          construction of the Improvements, with prior approval of Party A,
          which approval shall not be unreasonably withheld, Party B shall have
          the right to enter the Hangzhou Real Property prior to the completion
          of the Improvements for the purpose of installing its equipment, data,
          telecommunications systems and trade fixtures. Such occupancy shall be
          subject to all of the terms of this Agreement except the obligation to
          pay rent.

10.  TERMS AND CONDITIONS OF THE HANGZHOU REAL PROPERTY LEASE

     10.1 Positioning of Boundary Markers

          Prior to the official signing of this Agreement, Party A and Party B
          shall have inspected and ascertained the boundary markers at various
          boundary location points from the marks at various boundary location
          points shown on the Hangzhou Real Property and shall have confirmed
          the areas of the Hangzhou Real Property.


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     10.2 Vacant Possession of the Hangzhou Real Property

          10.2.1 Party A shall clear the Hangzhou Real Property and deliver the
               same to Party B free of inhabitants and cleared of all buildings,
               structures, foundations thereof, and other properties, articles
               and materials that Party B considers to be unnecessary. Party B
               shall not have any responsibility for or be liable to any
               inhabitant or other person claiming to have any right with
               respect to the Hangzhou Real Property or for any land use right,
               building, structure and foundation thereof, or other property,
               articles and materials remaining on the Hangzhou Real Property
               belonging to such other persons after the delivery of the
               Hangzhou Real Property by Party A to Party B.

          10.2.2 Party A shall be responsible for the payment of any
               compensation or taxes payable to the existing inhabitants or
               occupants of the Hangzhou Real Property for their relocation,
               resettlement or the loss of their buildings, structures or other
               properties, crops or trees and shall indemnify, defend, protect
               and hold harmless Party B in full amount against any expenses or
               costs (including, without limitation, legal fees and expenses)
               incurred by Party B or claims against Party B as a result of a
               breach of Party A's obligations under this clause.

     10.3 Delivery

          10.3.1 Party A represents that it expects the Commencement Date to
               occur on or about January 1, 2004 and guarantees that the
               Commencement Date shall occur by February 1, 2004 (the "Outside
               Date").

               For the avoidance of doubt, both Parties agree and confirm that
               commencing from the Commencement Date, Party B shall have the
               right to use the Premises according to the uses as provided in
               this Agreement.

          10.3.2 In addition to and without prejudice to other rights and
               remedies of Party B, in the event that Party A fails to deliver
               the Premises to Party B on or before the Outside Date as a result
               of Party A's action or omission, Party B shall have the right to
               terminate this Agreement partly or wholly, and Party A shall
               indemnify, defend, protect and hold harmless Party B against any
               loss, cost, claim or damage suffered by Party B in connection
               therewith. Upon any termination of this Agreement by Party B
               pursuant to this Clause 10.3.2, any monies previously paid by
               Party B to Party A in connection with this Agreement shall be
               returned to Party B.


                                       12

<PAGE>

     10.4 Environmental Protection and Breach of Guarantees

          10.4.1 Party A warrants that as at the date of this Agreement:

               10.4.1.1 The Hangzhou Real Property complies with all
                    Environmental Laws and Environmental Permits; and

               10.4.1.2 Party A shall retain, remain liable for and indemnify,
                    defend, protect and hold harmless Party B from and against
                    and under no circumstances shall Party B be liable for any
                    Liabilities, obligations, judgments, penalties, fines, costs
                    or expenses (including reasonable attorneys' fees and
                    environmental consultant costs) of any kind or nature, or
                    the duty to indemnify, defend or reimburse any Person with
                    respect to: (i) the presence on or before the Commencement
                    Date of any Hazardous Material in the soil, groundwater,
                    surface water, air or building materials of the Hangzhou
                    Real Property, or known to be migrating to the Hangzhou Real
                    Property as of the Commencement Date or otherwise resulting
                    from the operations of Party A, and its agents, employees
                    and contractors, at the Hangzhou Real Property prior to the
                    Commencement Date ("Pre-Existing Contamination"); (ii) the
                    migration at any time prior to or after the Commencement
                    Date of Pre-Existing Contamination to any other real
                    property, or the soil, groundwater, surface water, air or
                    building materials thereof; (iii) the exposure of any Person
                    to Pre-Existing Contamination or to Hazardous Materials in
                    the course of or as a consequence of any activities of Party
                    A and its agents, employees and contractors on the Hangzhou
                    Real Property, without regard to whether any health effect
                    of the exposure has been manifested as of the Commencement
                    Date; (iv) the violation of any Environmental Laws relating
                    in any manner to the operations of Party A and its agents,
                    employees and contractors or the Hangzhou Real Property
                    prior to the Commencement Date; (v) any actions or
                    proceedings brought or threatened by any third party with
                    respect to any of the foregoing; and (vi) any of the
                    foregoing to the extent they continue after the Commencement
                    Date.

               10.4.1.3 Notwithstanding anything to the contrary herein, Party A
                    agrees to assist and cooperate with Party B to obtain any
                    Environmental Permits required to be obtained by Party B in
                    connection with the conduct of its business at


                                       13

<PAGE>

                    the Premises.

               10.4.1.4 For purposes of this Clause 10.4.1, capitalized terms
                    used but not otherwise defined in this Agreement shall have
                    the meanings set forth in the Contribution Agreement.

               The above warranties shall be true and correct as of the date of
               this Agreement and the Commencement Date.

          10.4.2 Party A shall indemnify, defend, protect and hold harmless
               Party B and hold Party B harmless from and against all expenses,
               liability, loss, damages, including (but not limited to) interest
               and fines, incurred by, or claims against, Party B as a result of
               a breach of the warranties in Clauses 7 and 10.4.1.

          10.4.3 Party B shall indemnify, defend, protect and hold Party A
               harmless from and against all expenses, liability, loss, damages,
               including (but not limited to) interest and fines, incurred by or
               claims against, Party A as a result of a breach of Clause 8 of
               this Agreement.

     10.5 Rights of Way

          10.5.1 Party A shall, free of any charge over and above the rents,
               also provide or procure the provision of all necessary
               permissions and rights (including but not being limited to
               convenient and safe rights of way as necessary for the access to
               the Hangzhou Real Property and rights of access without
               obstruction) for the use, construction, operation and maintenance
               by Party B and/or its contractors/licensors/suppliers/ patentees
               of the following facilities or infrastructure outside the
               Hangzhou Real Property for the duration of the Term of the Lease:

               10.5.1.1 storm water drainage corridor and perimeter storm drain
                    channel and outfall;

               10.5.1.2 pipelines including the effluent discharge pipeline;

               10.5.1.3 access for roads and utility provisions; and

               10.5.1.4 others; ditches, tunnels, bridges etc.

     10.6 Erection of Fences, Walls etc.

          Party B shall be entitled, based on the relevant regulations, to erect
          or install in accordance with PRC laws such fences, walls, rails or
          other partitions on and within the boundaries of the Hangzhou Real
          Property as


                                       14

<PAGE>

          it sees fit and to affix, exhibit, erect or paint any nameplate,
          signboard, placard, poster or other advertisement or boarding on such
          partitions or on the Hangzhou Real Property.

     10.7 Quiet Enjoyment

          Party A guarantees that for the duration of the Term of the Lease,
          Party B shall enjoy the undisturbed use of the Hangzhou Real Property
          and shall peaceably and quietly have, hold and enjoy the Premises for
          the Term of the Lease, without disturbance, hindrance, ejection or
          molestation by or from Party A or anyone claiming by, through or under
          Party A, and free of any encumbrance created or suffered by Party A.

11.  EXPIRATION OF THE TERM OF THE LEASE

     11.1 Party B shall return the Premises to Party A at the expiration of the
          Term of the Lease in the condition existing at the Commencement Date,
          ordinary wear and tear, casualties, condemnation or other taking or
          repossession by the PRC, Hazardous Materials (other than those
          released or emitted by Party B), alterations or other interior
          improvements which it is permitted to surrender at the termination of
          this Agreement and repairs, replacements and renewals for which Party
          A is responsible hereunder, excepted.

12.  REPAIRS AND CHANGES

     12.1 Repairs and Maintenance.

          12.1.1 In this Clause:

               12.1.1.1 "the specific problems" means:

                    (i)  fire or any other event against which Party A is
                         obliged to insure under Clause 5.3 or has insured;

                    (ii) any non-performance by Party A of its obligations under
                         subclauses 12.1.3 or 12.1.4 of this Clause or under any
                         other provision of this Agreement;

                    (iii) any lack of repair in the Hangzhou Real Property
                         arising from or caused by any defect in design
                         workmanship or materials in the construction or fitting
                         out of the Hangzhou Real Property by Party A or any
                         alterations carried out to the Hangzhou Real Property
                         by Party A or any other latent defect;

                    (iv) any repairs or work to the Hangzhou Real Property
                         required in order to comply with any requirement or


                                       15

<PAGE>

                         recommendation of any statute, statutory instrument,
                         by-law or any public governmental or statutory
                         authority or person or by insurers.

               12.1.1.2 "Plant Machinery and Equipment" means all the pipes,
                    cabling and equipment, be it a fitting, fixture, or chattel
                    in the Hangzhou Real Property used in connection with, or
                    involved in providing the following:

                    (i)  heating, ventilation and air-conditioning;

                    (ii) plumbing, sprinkler systems, drainage, water
                         purification and sewage or surface water disposal;

                    (iii) electricity, telecommunications installations,
                         aerials, facsimile, telex, lighting, radio alarm,
                         security, fire safety, public address and intercom
                         systems, computer systems including any hardware and
                         keying;

                    (iv) filter pumps, pumping stations, and all other equipment
                         plant and machinery on the Hangzhou Real Property;

                    (v)  sanitary ware and fitted furniture;

                    (vi) elevators and escalators; and

                    (vii) all other building systems and services within the
                         Hangzhou Real Property.

          12.1.2 Party B, subject to the provisions of this Clause 12, shall
               maintain the Premises and the Plant Machinery and Equipment
               serving the Premises in the state of repair and condition
               existing at the Commencement Date excluding (i) any work of
               renewal or replacement other than renewal or replacement of
               insubstantial components of the Plant Machinery and Equipment
               which renewal or replacement would be involved in normal routine
               maintenance and servicing and (ii) any loss or damage or lack of
               repair constituting or resulting from fair wear and tear and/or
               the specific problems or any of them. Party B shall keep the
               interior of the Premises well and suitably decorated at all
               times.

          12.1.3 Notwithstanding anything to the contrary herein, Party A shall
               at its expense throughout the Term of the Lease where reasonably
               necessary renew replace and rebuild the whole or any part of the
               structure and fabric of the Hangzhou Real Property together with
               any extensions, additions, alterations and improvements thereto
               and shall further remedy any damage or defect constituting or
               resulting from the specific problems or any of them.


                                       16
<PAGE>

          12.1.4 Party A shall at its expense where reasonably necessary renew
               or replace the whole or any part of the Plant Machinery and
               Equipment and in particular shall be obliged to effect such
               renewal or replacement at the request of Party B if the same has
               ceased to be fit for its purpose or has ceased to be of the
               standard appropriate for the proper operation of the Hangzhou
               Real Property or if maintenance and/or servicing of the same
               ceases to be reasonably economic.

          12.1.5 In clarification of the foregoing, Party A agrees that Party A
               shall perform and construct, and Party B shall have no
               responsibility to perform or construct, any repair, maintenance
               or improvements to the Hangzhou Real Property, including, without
               limitation, the Plant Machinery and Equipment (i) necessitated by
               the acts or omissions of Party A or its agents, employees or
               contractors, (ii) for which Party A has a right of reimbursement
               from others, (iii) to the structural portions of the Hangzhou
               Real Property and (iv) which could be treated as a "capital
               expenditure" under generally accepted accounting principles.

          12.1.6 Notwithstanding anything to the contrary herein, in the event
               Party A fails to perform any of its obligations under this
               Agreement and (except in case of emergency posing an immediate
               threat to persons or property, in which case no prior notice
               shall be required) fails to cure such default within thirty (30)
               days after written notice from Party B specifying the nature of
               such default where such default could reasonably be cured within
               said thirty (30) day period, or fails to commence such cure
               within said thirty (30) day period and thereafter continuously
               with due diligence prosecute such cure to completion where such
               default could not reasonably be cured within said thirty (30) day
               period, then Party B may, in addition to its other remedies, cure
               any default of Party A at Party A's cost and deduct the cost of
               such cure from rent.

     12.2 Party B shall have the right to make, from time to time, such
          alterations, additions or improvements in or to the Hangzhou Real
          Property ("Alterations") which are customarily made in the operation
          of the Hangzhou Real Property or reasonably required by Party B
          subject to the prior approval of Party A, which shall not be
          unreasonably withheld or delayed. The cost of such customary
          alterations, additions or improvements shall be paid for by Party B in
          line with the relevant laws and regulations of the PRC.
          Notwithstanding anything to the contrary herein, Party B may construct
          non-structural alterations, additions and improvements in or to the
          Hangzhou Real Property without Party A's prior approval, if the cost
          of any such project does not exceed 207,000 RMB ("Permitted
          Alterations"); provided, however, that Party A shall


                                       17

<PAGE>

          assist and cooperate with Party B to obtain any consents or approvals
          from the relevant governmental authorities required in connection with
          any Alterations performed or requested by Party B.

     12.3 If at any time during the Term of the Lease, repairs (other than as
          required under 12.1 of this Article), changes in the Hangzhou Real
          Property, or replacements shall be required by reason of any laws,
          ordinances or regulations, or by any order of governmental authority,
          or shall be essential to the functioning of the Hangzhou Real
          Property, such repairs, changes or replacements shall be paid for by
          Party A and shall be made promptly and with as little hindrance to the
          operation of the Hangzhou Real Property as possible.

     12.4 Any extensions, alterations, additions or improvements not provided
          for in 12.1, 12.2 and 12.3 of this Article shall, if mutually agreed
          upon, be made promptly by Party A and shall be paid for by Party A in
          line with the relevant laws and regulations of the PRC.

     12.5 Notwithstanding anything to the contrary herein, in the event that the
          Hangzhou Real Property suffers damages caused by the specific
          problems, Party A shall remedy, repair and rebuild the Hangzhou Real
          Property immediately and use its best efforts to guarantee Party B's
          normal use of the Hangzhou Real Property during the course of such
          repairs. Party A shall pay all costs and expenses of and related to
          such repairs and remedies. If Party A does not perform its obligation
          to make remedies as set forth above, Party B may make the remedies
          itself and responsibility for the fees relating to the remedies shall
          be born by Party A. If, after the aforesaid serious damages occur,
          which affect Party B's ability to normally use the Premises, and Party
          A can not, or fails to, fully remedy the same within ninety (90) days
          thereafter, Party B may choose to issue written notice to Party A,
          asking for termination of this Agreement. If Party B's use of the
          Premises is interfered with due to any damage caused by the specific
          problems which is not due to Party B's negligence or willful
          misconduct, commencing five (5) days after the occurrence of such
          damage, Party B's obligation to pay rent shall be equitably abated
          based on the extent to which Party B's use of the Premises has been
          diminished. If Party B's use of the Premises is interfered with due to
          any damage caused by the specific problems which is due to Party B's
          negligence or willful misconduct, then there shall be no abatement of
          rent as aforesaid; provided, however, that, rent shall abate (or Party
          B shall receive a refund of rent already paid) in an amount equal to
          the proceeds of any rental loss insurance that Party A may be entitled
          to receive in connection with such damage. In the event Party B elects
          to terminate this Agreement, Party B's obligation to pay rent
          hereunder shall terminate as of the occurrence of such event.

     12.6 Notwithstanding anything to the contrary herein, the Parties release
          each


                                       18

<PAGE>

          other and their respective agents, employees, successors, assignees
          and subtenants from all liability for injury to any person or damage
          to any property that is caused by or results from a risk which is
          actually insured against, which is required to be insured against
          under this Agreement, or which would normally be covered by all risk
          property insurance, without regard to the negligence or willful
          misconduct of the entity so released. All of Party A's and Party B's
          repair and indemnity obligations under this Agreement shall be subject
          to the waiver contained in this paragraph.

13.  EARLY TERMINATION

     Both Parties agree and confirm that, notwithstanding anything to the
     contrary herein, Party B may, at any time after two (2) years following the
     Commencement Date of this Agreement, partly or wholly early terminate this
     Agreement with respect to all or any portion of the Hangzhou Real Property
     based on the sole discretion of Party B without any liability (including
     that Party B shall have no further no liability to pay rents and other fees
     after such termination). The relevant rents shall be adjusted accordingly,
     and Party A shall refund to Party B any overpaid rents or charges. Party B
     shall give Party A at least six (6) month's prior written notice of
     termination. As a consideration of the early termination, Party B agrees to
     pay Party A the equivalent of one month's rent of the Premises under this
     Agreement upon Party B's delivery of notice of termination.

14.  REMOVAL OF ASSETS AND OTHERS

     14.1 Upon the expiry, or early termination of the Term of the Lease, Party
          B shall be entitled and obligated to remove all of its movable trade
          fixtures, furniture, equipment and other personal property (including
          any which Party B may have in the Hangzhou Real Property under Party
          B's control) (the "Personal Property"), and in the event of Party B's
          failure to do so, Party A shall be entitled to cause any such property
          on the Hangzhou Real Property to be removed and stored for the account
          of Party B; and Party B shall be entitled but not obligated to remove
          fixtures, fittings and other assets affixed or fastened to or upon the
          Hangzhou Real Property. Notwithstanding anything to the contrary
          herein, (i) Party B shall not be required to remove any portion of the
          Improvements constructed on the Hangzhou Real Property upon the
          expiration or early termination of this Agreement and (ii) Party A
          shall have no lien or other interest in the Personal Property.

     14.2 Party A shall allow Party B ten (10) days after the expiry or early
          termination of the Term of the Lease to carry out the procedures for
          the removal of the assets referred to in Clause 14.1 above. Party B
          shall be exempted from paying any rents or other fees during this
          period.

     14.3 Party A shall ensure that Party B and any party, shall not be claimed,


                                       19

<PAGE>

          sued, prosecuted and penalized for using the Hangzhou Real Property
          according to the uses as provided in this Agreement and otherwise
          shall fully indemnify, defend, protect and hold harmless Party B and
          other parties for losses, damages, liabilities, claims, attorneys'
          fees, costs and expenses arising from (i) such claims, suits,
          prosecutions and penalties, (ii) the negligence or willful misconduct
          of Party A or its agents, contractors, licensees or invitees, (iii)
          Party A's violation of any law, order or regulation, (iv) a breach of
          Party A's obligations or representations under this Agreement or (v)
          Party A's failure to have the Outstanding Permits. In addition, Party
          B shall indemnify, defend, protect and hold harmless Party A from all
          losses, damages, liabilities, claims, attorneys' fees, costs and
          expenses arising from the negligence or willful misconduct of Party B
          or its agents, contractors, licensees or invitees, Party B's violation
          of any law, order or regulation, or a breach of Party B's obligations
          or representations under this Agreement.

15.  RESUMPTION OR REMOVAL OF THE HANGZHOU REAL PROPERTY

     15.1 During the subsistence of this Agreement, Party A shall not resume,
          remove or consent to remove the Hangzhou Real Property for any reason
          (including but not limited to urban planning). However, if the
          People's Government of the Municipality of Hangzhou resume, remove or
          consent to remove the Hangzhou Real Property prior to the expiration
          of the Term of the Lease for the need of public welfare in accordance
          with the relevant legal procedures under extraordinary and compelling
          circumstances, then the remaining Term of the Lease and all rent and
          other obligations of Party B hereunder shall cease as of the date of
          such termination. The aforesaid extraordinary and compelling
          circumstances shall in no circumstance include any actions or
          involvement by Party A' that initiate or would otherwise result in a
          taking of the Hangzhou Real Property.

     15.2 In the event Party A has to resume, remove or consent to remove the
          Hangzhou Real Property in accordance with Clause 15.1, Party B shall
          be entitled to remove its assets on the Hangzhou Real Property in
          accordance with Clause 14. Party A shall give Party B sufficient time
          of notice of such event. In addition, in the event that any award or
          other monetary compensation is made in connection with such event,
          Party B shall be entitled to receive a portion of such award or
          monetary compensation equal to an amount determined by multiplying the
          total amount of such award or monetary compensation by a fraction, the
          numerator of which shall be the amount of the Party B Costs and the
          denominator of which shall be the total construction cost for the
          Hangzhou Real Property, which total construction cost shall not exceed
          USD $55,000,000 for purposes of such calculation. Notwithstanding the
          foregoing, if the governmental authorities provide any assistance or


                                       20

<PAGE>

          compensation intended for lessees of the Hangzhou Real Property, then
          Party B shall be entitled to seek and retain such assistance or
          compensation and such assistance or compensation shall not be included
          in the calculation described in the immediately previous sentence.

16.  TRANSFER

     16.1 Party B shall use the Premises only in accordance with the terms and
          condition of this Agreement. During the Term of the Lease, with prior
          consent of Party A, which consent shall not be unreasonably withheld,
          Party B may assign, relet or sublet in whole or part the Premises.
          Notwithstanding anything to the contrary herein, (i) Party B may,
          without Party A's prior written consent but with prior written notice
          to Party A, sublet the Premises or assign this Agreement to (a) an
          entity controlling, controlled by or under common control with Party
          B, (b) a successor entity related to Party B by merger, consolidation,
          nonbankruptcy reorganization, or government action, or (c) a purchaser
          of substantially all of Party B's assets located at the Premises and
          (ii) a sale or transfer of Party B's capital stock shall not require
          any consent of Party A; provided; however, that Party A agrees to
          assist and cooperate with Party B to obtain any required governmental
          consent or approval in connection with any assignment of this
          Agreement, sublease of the Premises or sale or transfer of Party B's
          capital stock or other transaction or event that may constitute an
          assignment or sublease under applicable law.

     16.2 In the event Party B assigns part or all of its rights and obligations
          under this Agreement to an unrelated third party, Party B shall obtain
          the prior written consent from Party A, which shall not be
          unreasonably withheld. Upon the occurrence of any assignment of all or
          any portion of this Agreement by Party B, whether to an unrelated
          party or otherwise, the assignee shall be responsible for the payment
          of rent or for the performance of any other obligations so assigned
          and Party B shall be released and exempted from the payment and
          performance of such rent and other obligations from and after the date
          of such assignment.

     16.3 During the lease period, Party A shall not transfer the Hangzhou Real
          Property or its rights under this Agreement or its ownership of the
          state-owned land use right with respect to the Hangzhou Real Property
          to any third party, including, without limitation, to its parent or
          any subsidiary or affiliate in whole or part unless Party A has
          complied with the terms of Article 17 hereof.

17.  RIGHT OF FIRST NEGOTIATION AND RIGHT OF FIRST REFUSAL

     17.1 Party A covenants and agrees that, if Party A at any time intends to
          sell, market for sale or otherwise transfer its interest in the
          Hangzhou Real Property during the Term of the Lease, Party A shall
          deliver to Party B a written notice (the "Right of First Negotiation
          Notice") thereof and shall negotiate in good faith exclusively with
          Party B for a period of twenty


                                       21

<PAGE>

          (20) business days after Party B's receipt of such Right of First
          Negotiation Notice (the "Standstill Period") to sell the Hangzhou Real
          Property to Party B for a purchase price equal to the fair market
          value of the Hangzhou Real Property (excluding the value of any
          improvements or alterations to the Premises paid for by Party B) and
          upon such other reasonable terms and conditions as to which Party A
          and Party B may agree (the "Right of First Negotiation"). During the
          Standstill Period, Party A shall not solicit any other offers for the
          purchase or sale of the Hangzhou Real Property or otherwise market the
          Hangzhou Real Property or negotiate with any other potential
          transferees of the Hangzhou Real Property. If the Parties fail to
          agree on terms for the sale of the Hangzhou Real Property during the
          Standstill Period, then, subject to the Right of First Refusal below
          and any other applicable provisions of this Agreement, Party A shall
          thereafter be free to market and sell the Hangzhou Real Property;
          provided, however, that if Party A fails to sell the Hangzhou Real
          Property within one hundred eighty (180) days after the expiration of
          such Standstill Period, then Party B shall again have a Right of First
          Negotiation in the event Party A thereafter intends to or continues to
          sell, market for sale or otherwise transfer its interest in the
          Hangzhou Real Property during the Term of the Lease (including any
          extensions thereof).

     17.2 If at any time during the Term of the Lease, Party A shall solicit or
          receive an offer (an "Offer") to purchase or otherwise acquire Party
          A's interest in the Hangzhou Real Property that it is willing to
          accept, then Party B shall have a right of first refusal (the "Right
          of First Refusal") to purchase the Hangzhou Real Property on the same
          terms and conditions set forth in the Offer. Party A, promptly
          following Party A's receipt of the Offer, shall deliver written notice
          to Party B (the "Offer Notice") specifying the terms and conditions
          contained in the Offer, together with a copy of the Offer. Party B may
          exercise its Right of First Refusal by providing Party A with written
          notice of its exercise within ten (10) business days after the date of
          receipt of the Offer Notice (the "Offer Acceptance Period"); provided,
          however, that if Party B receives an Offer Notice within a Standstill
          Period, the Offer Acceptance Period shall not commence until the
          expiration of the Standstill Period. If Party B fails to exercise its
          Right of First Refusal within such Offer Acceptance Period, then Party
          B shall be deemed to have elected not to exercise its Right of First
          Refusal with respect to the particular Offer at issue. Notwithstanding
          the foregoing, if Party A negotiates with the proposed purchaser terms
          that differ from those contained in the Offer, then Party A shall be
          required to submit such different terms to Party B and Party B shall
          have an additional ten (10) business days after the receipt of such
          different terms to accept or reject such revised Offer.
          Notwithstanding anything to the contrary herein, if Party A receives
          an Offer and Party A has not delivered a Right of First Negotiation
          Notice to Party B within one


                                       22

<PAGE>

          hundred eighty (180) days prior to Party A's receipt of such Offer,
          then Party B shall be entitled to exercise both the Right of First
          Negotiation and the Right of First Refusal; provided, however, that if
          Party B exercises the Right of First Negotiation in connection with
          any such Offer, then the Offer Acceptance Period shall not commence
          until the expiration of the Standstill Period.

     17.3 The Right of First Refusal and Right of First Negotiation shall be
          continuous during the Term of the Lease. Party B's rejection of any
          particular Offer or Right of First Negotiation Notice shall not
          relieve Party A of its obligation to again deliver an Offer Notice or
          Right of First Negotiation Notice to Party B with respect to any
          subsequent Offer received or solicited by Party A or any subsequent
          intention by Party A to sell, market for sale or otherwise transfer
          its interest in the Hangzhou Real Property. Any transfer of the
          Hangzhou Real Property or Party A's interest therein shall be subject
          to the terms and conditions of this Agreement. Notwithstanding
          anything to the contrary herein, Party A may not sell, market for sale
          or otherwise transfer its interest in less than all of the Hangzhou
          Real Property.

18.  LIABILITY FOR BREACH OF AGREEMENT

     18.1 Subject to the following provisions, in the event that a Party commits
          a breach of one or more of its obligations under this Agreement, then
          the non-breaching Party shall deliver notice to the breaching Party
          promptly upon the non-breaching Party's knowledge of such breach, and,
          upon receipt of such notice, the breaching Party shall be liable to
          pay damages to the non-breaching Party for any loss suffered by such
          non-breaching Party that was reasonably foreseeable as likely to
          result from the breach.

     18.2 If Party B fails to pay any amount payable hereunder on the date that
          such payment is due under this Agreement, Party A shall be entitled,
          for as long as the said breach continues to prevail, to issue a notice
          in writing (the "Notice of Breach") to Party B requiring Party B to
          remedy the breach within thirty (30) days of the Notice of Breach (the
          "Remedy Period"). If Party B still fails to pay the required amount
          within the Remedy Period, Party B shall pay to Party A a penalty on
          the overdue amount from the thirty-first (31st) day after the amount
          becomes overdue to the date of actual payment at the rate of five one
          hundredths of a percent (0.05%) per day.

          If Party B fails to pay the required amount within thirty (30) days
          after the expiry of the Remedy Period and such failure is not due to a
          breach by Party A of any provision of this Agreement, Party A shall
          have the right to terminate this Agreement forthwith by written notice
          to Party B. In the event that Party A chooses to terminate this
          Agreement, Party B shall not be discharged any liability for payment
          of any overdue amount and any


                                       23

<PAGE>

          penalty assessed pursuant to the immediately preceding paragraph
          payable by Party B to Party A under this Agreement.

19.  APPLICABLE LAW

     19.1 This Agreement, including but not by way of limitation its validity,
          application, interpretation and implementation, and the merits of any
          dispute, controversy or claim arising out of or relating to this
          Agreement, shall be governed by PRC Law

     19.2 In this Agreement, PRC Law means the laws, regulations, provisions,
          measures, rules, and decrees of the PRC which are of general
          application ("PRC Law").

     19.3 The Parties have entered into this Agreement in reliance on the terms
          as set out herein and a reasonable interpretation thereof.

     19.4 If Party B in implementing this Agreement or in carrying out its
          activities would encounter any material difficulties in or as a result
          of the implementation, application or interpretation of PRC Law, Party
          A shall, at the request of Party B, render all reasonable assistance
          with respect to the same.

20.  SOVEREIGN IMMUNITY

     Each Party hereby irrevocably and unconditionally waives and agrees not to
     claim or plead:

     20.1 any right of immunity (whether characterized as sovereign immunity or
          otherwise) in respect of itself or any of its property or assets,
          including immunity from jurisdiction, immunity, from attachment prior
          to entry of judgment, immunity of attachment in aid of execution of
          judgment, and immunity from execution of judgment; or

     20.2 any defense based on the fact or allegation that it is an agency or
          instrumentality of a sovereign state;

          all in respect of any legal suit, action or proceeding arising out of
          or relating to this Agreement. The term "judgment" as used herein
          shall also refer to the recognition and enforcement of an arbitral
          award.

21.  PARTIAL INVALIDITY

     21.1 The validity, of the remaining provisions of this Agreement shall not
          be affected by a decision by a court, arbitration panel,
          administrative board or agency or other institution having competent
          jurisdiction to the effect that any provision of this Agreement is
          void, illegal, unenforceable or contrary to law or public policy.


                                       24

<PAGE>

     21.2 If as a result of such decision any of the rights or obligations of a
          Party hereto are adversely affected, then such Party shall be entitled
          to notify the other Party in writing thereof, asking for joint
          consultations specifying the rights or obligations so affected and the
          amendment proposed. Thereupon the Parties shall promptly meet and
          negotiate in good faith to arrive at an amendment of the provision of
          this Agreement so affected, in such manner as will most closely and
          accurately reflect the intents and purposes of this Agreement so that
          such provision becomes legal, enforceable and consistent with the law
          and public

     21.3 If the Parties within a period of two (2) months from the date of
          commencement of such consultations do not agree that the Party's
          rights or obligations have been adversely affected or do not agree
          upon an appropriate amendment to this Agreement, then there shall be
          deemed to exist a dispute that may be referred to arbitration pursuant
          to Clause 23.

22.  CHANGE IN THE LAW

     22.1 Unless otherwise expressly specified in the laws and regulations of
          the PRC, any subsequent legislation or subsequent amendments to laws
          and regulations shall have no retroactive force.

     22.2 The Parties may, if they so agree in writing, make variation or
          amendments to this Agreement according to subsequent legislation or
          laws and regulations.

     22.3 If any relevant provisions of the current regulations and/or documents
          of the Zhejiang Province or Hangzhou Municipality are amended or any
          relevant new provisions are stipulated by the regulations and/or
          documents of the Zhejiang Province or Hangzhou Municipality or any act
          or decision by an authority, is taken or made which adversely affect
          Party B's rights or obligations under this Agreement, the Parties
          hereby agree that these rights and obligations can still be exercised
          and performed by Party B on the basis of this Agreement.

     22.4 Subject to Clause 22.3, Party A further agrees that if any relevant
          provisions of the current PRC law are amended or any relevant new
          provisions are stipulated by PRC law or any act or decision by an
          authority is taken or made (any such event hereinafter referred to as
          an "Event of Change") which adversely affect Party B's rights or
          obligations under this Agreement, then the Parties shall, at Party B's
          request, promptly meet and discuss in good faith and in a spirit of
          mutual understanding and cooperation to determine the action that
          should be taken by Party A to put Party B as closely or as accurately
          as possible back into the position it was in prior to the Event of
          Change. Party A shall use its best endeavors to assist Party B in this
          regard.


                                       25

<PAGE>

     22.5 If the Parties within a period of two (2) months from the date of
          commencement of such consultations do not agree that the Parties'
          rights or obligations have been materially affected or do not agree
          upon an appropriate amendment to this Agreement, then there shall be
          deemed to exist a dispute that may be referred to arbitration pursuant
          to Clause 23.

23.  ARBITRATION

     23.1 The Parties shall endeavor to resolve any dispute, claim or
          controversy which may arise out of or in connection with this
          Agreement or the application, implementation, validity, breach or
          termination thereof (a "Dispute") through friendly consultations
          between them.

          In the event that any Dispute cannot be or has not been solved through
          consultation within a period of two (2) months from the date of
          commencement of such consultations or any Party refuses to enter into
          or persistently delays in entering into consultations, such Dispute
          shall be exclusively submitted to and finally settled by arbitration
          by the China International Economic and Trade Arbitration Commission
          ("CIETAC") in Beijing under the Arbitration Rules of CIETAC in force
          on the date of this Agreement (the "CIETAC Rules"). In the event of
          any conflict between the CIETAC Rules and the provisions of this
          Agreement, the provisions of this Agreement shall prevail to the
          extent permitted by the PRC Law and the CIETAC Rules.

     23.2 The number of arbitrators shall be three (3). Each of the Parties
          shall appoint one (1) arbitrator. The Chairman of CIETAC shall appoint
          the third arbitrator who shall be the chairman of the arbitration
          panel.

     23.3 The arbitrators shall in all respects be impartial and independent. So
          far as possible, the arbitrators shall not be nationals or former
          nationals of the PRC.

     23.4 The arbitration proceedings shall be conducted in both the Chinese and
          English languages.

     23.5 The arbitration award shall be in lieu of any other remedy, shall be
          final and binding on the Parties and shall in all respects be fully
          valid and enforceable against the Parties or their assets wherever
          they may be found.

     23.6 At any oral hearing of evidence in connection with the arbitration,
          each Party thereto or its legal counsel shall have the right to
          examine its witnesses and to cross-examine the witnesses of the
          opposing Party. No evidence of any witness shall be presented in
          written form unless the opposing Party shall have the opportunity to
          cross-examine such witness, except as the Parties to the Dispute
          otherwise agree in writing or except


                                       26

<PAGE>

          under extraordinary circumstances where the arbitrators determine that
          the interests of justice require a different procedure.

     23.7 Without in any way limiting the foregoing and notwithstanding anything
          herein to the contrary, the Parties may, upon the prior mutual written
          consent, submit any Dispute to one expert or as the case may be three
          experts acceptable to the Parties for consideration and advice. Each
          Party agrees, in the event such submission is made, to reasonably
          consider the advice of such expert in connection with such Dispute and
          to bear the cost of obtaining such advice in equal shares. Prior to
          submitting such Dispute to such an expert or such experts, the Parties
          may agree that the advice of the expert or experts shall be binding on
          the Parties.

     23.8 This Agreement shall be performed continuously by the Parties during
          the course of arbitration except for matters in dispute and any matter
          reasonably relating thereto.

24.  FORCE MAJEURE

     24.1 Any obligation of a Party and the corresponding obligation of the
          other Party shall be temporarily suspended during the period in which
          such Party is unable to perform by reason of a Force Majeure Event,
          but only to the extent of such inability to perform.

     24.2 The Party asserting the occurrence of a Force Majeure Event shall
          before the occurrence of a Force Majeure Event if it is predicted, and
          in any case immediately after the commencement of a Force Majeure
          Event notify the other Party of the occurrence of such Event,
          specifying the estimated period and degree of suspension or disruption
          of its operations. Such notice shall be by the most rapid and
          effective means available in the circumstances.

     24.3 The Party asserting such suspension of obligations shall have the
          burden of proving that the circumstances constitute valid grounds
          therefore under this Clause.

     24.4 For the purposes of this Agreement, "Force Majeure Event" means any of
          the following objective circumstances which is unforeseeable,
          unavoidable and not able to be overcome:

          24.4.1 Act of God, fire, explosion, earthquake, thunder, storm,
               typhoon, tornado, hurricanes, landslide, flood, washout or
               epidemic;

          24.4.2 war, riot, civil war, blockade, insurrection, sabotage, acts of
               public enemies, civil disturbances;

          24.4.3 boycott, strike (including a general strike), lockout or other


                                       27

<PAGE>

               similar industrial disturbance; and

          24.4.4 any other act or omission beyond the reasonable control of the
               Party asserting the occurrence of the Force Majeure Event.

               An order, judgment, ruling, decision or other act, or failure to
               act, of any governmental, civil or military authority shall not
               be considered a "Force Majeure Event".

25.  NOTICES

     25.1 All notices and communications required or permitted to be delivered
          hereunder shall be in writing and delivered by hand or sent by post or
          by facsimile to the other Party. Such notices or communications shall
          be deemed to have been received, unless proved otherwise:

          25.1.1 if delivered by hand, when left at the other Party's address
               against written receipt:

          25.1.2 if sent by post, ten (10) days after the date of posting; and

          25.1.3 if sent by facsimile upon receipt by the sender of the
               recipient Party's answer back code at the end of transmission.

     25.2 All notices and communications shall be delivered to the addresses or
          fax number set out in the "Schedule of Notice Address and Account
          Information" attached to the execution clause to this Agreement until
          such address or fax number is changed by written notice from one Party
          to the other Party in accordance with the procedures of this Clause.

26.  EFFECT

     This Agreement shall come into force and effect upon signature by the legal
     or authorized representatives of the Parties and affixing by them the
     official chop of the Parties.

27.  LANGUAGE

     This Agreement is written in both the Chinese and English language. Both
     language versions shall have equal effect.

28.  EXECUTION

     This Agreement is executed as of January 1, 2004.

29.  AMENDMENT AND WAIVER

     29.1 No amendment of any of the provisions of this Agreement or waiver of
          any rights or obligations of the Parties under this Agreement shall be
          valid


                                       28

<PAGE>

          and effective unless it is in writing, refers specifically to this
          Agreement and:

          29.1.1 In the case of an amendment, is signed by both Parties: or

          29.1.2 In the case of a waiver, is signed by the Party waiving its
               right or the other Party's obligation.

     29.2 The waiver by a Party of its right to either exercise any right it has
          under this Agreement or enforce any obligation the other Party has
          under this Agreement shall not operate as a waiver such Party's right
          to exercise such right or enforce such obligation on any future
          occasion, unless the waiver is expressly stated to have such effect.

30.  FILING

     Party A shall be responsible for any registrations related to this
     Agreement from time to time throughout the Term of the Lease including the
     filing of this Agreement with applicable local authorities in charge of
     land and building registration within 15 days from the execution of the
     Agreement and including any additional filings, registrations or permits
     required from time to time to maintain this Agreement; provided, however,
     that Party B shall cooperate with Party A in connection with any such
     filing or registrations. The costs and fees for such filings and
     registrations shall be borne by the Parties in accordance with applicable
     law and custom; however, Party A shall indemnify, defend, protect and hold
     harmless Party B from any failure to file this Agreement or obtain such
     registrations.

31.  EFFECTIVENESS

     The Agreement shall be in effective upon the execution thereof by all
     Parties.

32.  ADDITIONAL IMPROVEMENTS

     Notwithstanding anything to the contrary herein, Party B shall have the
     continuing right during the Term of the Lease (as defined in Clause 3
     below) to lease from Party A any additional buildings and improvements
     constructed by Party A on the Land (the "Additional Improvements") upon the
     same terms and conditions of this Agreement, including the applicable
     rental rate hereunder. Party A agrees to notify Party B of its intent to
     construct any such Additional Improvements and to allow Party B to
     participate in the design and planning of such Additional Improvements,
     including any interior tenant finishes and improvements, which shall be
     constructed and paid for pursuant to the framework set forth in Clause 9 of
     this Agreement.

33.  THIRD PARTY BENEFICIARY

     The Parties hereby acknowledge and agree that 3Com shall be an express
     third


                                       29

<PAGE>

     party beneficiary to this Agreement and that, so long as 3Com continues to
     be a shareholder of the JVCO (as such term is defined in the Contribution
     Agreement), this Agreement may not be amended or modified without the prior
     written consent of 3Com.

34.  COUNTERPART SIGNATURES

     This Agreement may be executed in two or more counterparts, each of which
     shall constitute an original, but all of which, taken together, shall
     constitute but one agreement.


                                       30

<PAGE>

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written

HUAWEI TECHNOLOGIES CO., LTD.

[COMPANY CHOP]


By: /s/ MR. DU CHUNPING
    ---------------------------------
Name: Mr. Du Chunping
Title: Head of Facilities


HANGZHOU HUAWEI-3COM TECHNOLOGY CO., LTD.

[COMPANY CHOP]


By: /S/ DANTE YIP
    ---------------------------------
Name: Dante Yip
Title: General Counsel

<PAGE>

               SCHEDULE OF NOTICE ADDRESS AND ACCOUNT INFORMATION

PARTY A

Legal Address:

Huawei Technologies Co., Ltd.
4th Fl., R&D Building
Huawei Industrial Base
Bantian, Longgang
Shenzhen 518129, China
Attention: Zhang Xu Ting
           General Counsel
Fax:       86-755-2878-7544

Payment Recipient Bank Account Name: Huawei Technologies Co., Ltd.
Account Opening Bank: [SPECIFIC INFORMATION OMITTED]
Account No.: [SPECIFIC INFORMATION OMITTED]

PARTY B

Legal Address:

Huawei Hangzhou Manufacture Base
East of Liuhe Road, Zhijiang Science Park
Hangzhou Hi-tech Industry Park
Hangzhou 310053, China
Attention: Chief Operating Officer & General Counsel
Fax No:    86-571-8676-0025

Bank: [SPECIFIC INFORMATION OMITTED]
Account No.: [SPECIFIC INFORMATION OMITTED]

With a copy to:

3Com Corporation
350 Campus Drive
Marlborough, MA 01752
U.S.A.
Attention: Chief Financial Officer
           General Counsel
Fax:       (1-508) 323-1111

<PAGE>

          [Schedules of Maps and Related Build-Out Information Omitted]