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                                                                    EXHIBIT 4.12

                                   TRANSLATION

                                TENANCY AGREEMENT

         Lessor (Party A)      :    Shekou District Yu Yee Shareholding Co. Ltd.
         Address               :    3-4/F., No. 38 Wan Ha Road, Shekou,
                                    Shenzhen
         "Leased Property Permit":  Certificate of Lease of Property of Shenzhen
                                    No. D10754

         Representative        :
         Address               :

         Lessee (Party B)      :    Jetcrown Industrial (Shenzhen) Limited
         Address               :
         Business Registration No. or Identity Card No. :

                  According to "Shenzhen Special Economic Zone Leased Property
Ordinance" and its executing regulations, and through the sufficient
negotiation of Party A and Party B, they signed this contract.

The contents of the contract are as follows:

         1.       Party A owns and leases the property situate at 1/F-5/F., of
                  Block F, Wing Village Industrial Estate, Nan Shan District,
                  Shenzhen (five floors in total) to Party B. The construction
                  area is 5,442.00 square meters in total.

         2.       The rental period for the said property is five years,
                  starting from 1 January 2003 to 31 December 2007.

         3.       Party B can use the property for industrial purpose. In case
                  Party B use the property for the other purpose, the approval
                  of Party A should be sought. And Party B should complete all
                  the reporting and approval procedures in respect of the change
                  of property use according to the relevant legal regulations.
                  And such change should be comply with the relevant fire
                  prevention and security regulations of the country.

         4.       Party A should make sure the usage of the property as
                  mentioned in Term 3 above complies with the relevant rules and
                  regulations. On the other hand, Party B should make sure the
                  property usage complies with the rules as well during the
                  rental period.

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         5.       The rental for the property is calculated at HONG KONG DOLLARS
                  TWENTY (HKD20.00) per square meter of construction area per
                  month. Total monthly rental is HONG KONG DOLLARS ONE HUNDRED
                  AND EIGHT THOUSAND EIGHT HUNDRED AND FORTY (HKD108,840.00).
                  Rentals shall be paid on or before the 15th day of each month.

         6.       Party A should hand over the property for Party B use. If the
                  hand over date is later than that of the aforementioned, Party
                  B is entitled to request to defer the effective date of the
                  agreement, both parties should provide this term in writing.

         7.       During the rental period, Party A shall be responsible to pay
                  for the property tax, landuse fees and the rental housing
                  management fees of the property. Party B shall be responsible
                  for the water, electricity, cleaning and management charges
                  and related charges.

         8.       For the first month, Party A pay on behalf of Party B for
                  those expenses should be borne by Party B. Party B should
                  repay the said sum within ten days after the first month of
                  usage. After that, Party B should prepay the said expenses.
                  The amount to be prepaid equals to the actual sum for the
                  previous month. The prepayment will be settled in next month.
                  Party A should provide relevant documents to support the
                  amount he collected. If Party B does not prepay the expenses
                  for a month, Party A has the right to request Party B to do
                  so. If Party B doesn't pay for a month, Party A is entitled to
                  stop the provision of the relevant facilities for Party B's
                  use. In case both parties provided otherwise, it will follow
                  their agreement.

         9.       This agreement sets out to provide the deposit guarantee. When
                  Party A hand over the property, he is entitled to collect a
                  guarantee sum. After receiving the guarantee sum from Party B,
                  Party A should provide receipt to Party B. Both parties should
                  take the initiative to comply with all the terms set out in
                  this agreement. If either party breaks the contract, then he
                  should bear the legal responsibilities arising from this
                  break.

         10.      Party A should ensure the security of the property and its
                  internal facilities complies to the relevant provisions of
                  rules and regulations. Party B should use the property in
                  normal way and protect the internal facilities of the property
                  and prevent any abnormal damage. Upon the expiry of the
                  agreement, Party B should hand over the property on time and
                  ensure the property and its facilities are in good conditions
                  (except normal depreciation), and should settle all those
                  expenses borne by Party B.

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         11.      During the rental period, if there is an occurrence of damage
                  or out of order of the property and its facilities which will
                  prevent its safe and normal use, Party B should inform Party A
                  in time and carry out effective measures; Party A after
                  receiving Party B's notice should carry out repairs and
                  maintenance works within fifteen days; if Party B cannot reach
                  Party A or Party A refuses to repair, Party B can repair it
                  instead after getting the certification of the agreement
                  registration authority. Party A should bear the expenses
                  arising from any maintenance (including those paid by Party B
                  on behalf) under this term.

         12.      If there is an occurrence of damage or out of order of the
                  property and its facilities which arising from Party B's
                  improper or unreasonable use, Party B should bear this
                  responsibilities and repair or provide compensation in time.
                  If Party B refuses to repair or compensate, Party A can repair
                  it on behalf of Party B after getting the certification of the
                  agreement registration authority. The repairs and maintenance
                  charges should be borne by Party B.

         13.      During the tenancy period, if Party A wants to alter, expand
                  or renovate the property because of needs, with the agreement
                  of Party B and approval of the relevant government department,
                  improvement works can be carried out then. Both parties should
                  sign a separate written agreement on this area. Similarly,
                  Party B can renovate the property with the agreement of Party
                  A and the approval of the relevant government department.
                  Regarding this area, a separate written agreement is required
                  as well.

         14.      Without the written agreement of Party A, Party B is not
                  allowed to sublet the property to third party either partly or
                  wholly. With Party A's agreement to sublet the property, Party
                  B should complete the registration procedures with the Leasing
                  Property Department. But the period of sublet should not be
                  longer than that of the original tenancy agreement made
                  between Party A and B. Party B should also make sure the third
                  party will not re-sublet the property to the fourth party.

         15.      During the tenancy period, Party A wants to sell the property
                  either wholly or partly, he should give one month notice to
                  Party B. Party B has the first priority to purchase the
                  property under the same conditions offered by the third party.
                  If the property right has been transferred to a third party,
                  Party A should make sure the new owner completed the contract
                  as if the property right hasn't change.

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         16.      During the tenancy period, the contract will be terminated
                  automatically under either one of the following conditions:

                  (1)      an occurrence of natural disasters or accident, and
                           as a result the contract cannot be completed;

                  (2)      the government decides to make a requisition of the
                           land on which the aforesaid property builds and the
                           property has to torn down as a result;

                  (3)      the "Leased Property Permit" of Party A becomes
                           void.

                  If termination of contract is due to (3) above, Party A should
                  indemnify Party B for any loss incurred.

         17.      Party A reserves the right to terminate the contract because
                  of either one of the following conditions. Party B should
                  indemnify Party A for any loss incurred by the latter because
                  of the termination of the contract.

                  (1)      Party B doesn't pay the rental for more than two
                           months;

                  (2)      The miscellaneous expenses should be paid by B
                           becomes overdue;

                  (3)      Without the permission of Party A and the relevant
                           government department, Party B change the use of the
                           property;

                  (4)      Party B in breach of the provision set out in Item
                           (12), in other words, he refused to bear the
                           responsibility of repair and maintenance or paid the
                           related expenses and as a result, the property
                           becomes serious damaged;

                  (5)      Without the written permission of Party A and the
                           relevant government department, Party B renovate the
                           property;

                  (6)      Without the permission of Party A, Party B sublet the
                           property to third party.

                  Party A terminates the contract based on the aforesaid
                  situations, he should order Party B to move out and take
                  possession of the property by giving a written notice. Any
                  remaining balance of the prepaid amount made by Party B should
                  be returned to Party B. But Party B has no right to request
                  the refund of rental deposit.

         18.      Party B reserves the right to terminate the contract because
                  of the following conditions. Party A should compensate Party B
                  for any loss incurred arising from the termination.

                  (1)      Party A delayed the handover of the property for more
                           than two months;

                  (2)      Party A in breach of the contract term (4), as a
                           result, the property cannot be used for the purpose
                           as stated before;

                  (3)      Party A in breach of the contract term (11), in other
                           words, he refused to bear the responsibility of
                           repair and maintenance or paid the related expenses,
                           and as a result, the property cannot be used for the
                           purpose as stated before;

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                  (4)      Without the agreement of Party B and the approval of
                           the relevant government department, Party A carries
                           out the alteration, expansion, or renovation works.

                  Party B terminates the contract because of the aforesaid
                  conditions, he should give a written notice to Party A and he
                  should move out at once. In this situation, Party B has the
                  right to request Party A to compensate two times of the rental
                  deposit, and refund the excess amount of the prepayment.

         19.      Upon the expiry of the tenancy agreement, if Party B wants to
                  renew the contract, he should inform Party A one month before
                  the expiry. If Party A continues to rent out the property,
                  Party B should be given a first priority to be the lessee
                  under the same conditions as offered by third party. If both
                  parties can reach an agreement on renewal, they should sign a
                  new contract, which should be re-registered with the Contract
                  Registration Registry.

         20.      Upon the expiry of the contract, Party B should move out
                  within thirty days of the expiry and then hand over the same
                  to Party A. Party B doesn't move out and hand over the
                  property, Party A can sue Party B through Court of People.

         21.      If Party B doesn't pay the rental, he should pay a delay
                  charge to Party A The delay charge should be number of days
                  times 3% of the monthly rental.

         22.      If Party B sublet wholly or partly of the property to third
                  party without getting the permission of Party A, he is then
                  required to pay an indemnity.

         23.      If either party do not comply with the terms of the contract,
                  and any loss of the other party arises from this, the party
                  who break the contract should indemnify the actual loss and
                  expected income of the victim party.

         24.      If both parties want to insert or delete terms, it can be made
                  in the Supplementary Clause. The provisions of Supplementary
                  Clause and the main contract are of equal validity. If there
                  shall be anything that is not provided for by this agreement,
                  the parties can make any supplement after negotiation, and the
                  supplement will of equal validity with the main contract only
                  after the certification of the Contract Registration Registry.

         25.      If there shall be any dispute arising through fulfillment, it
                  should be solved by the discussions and negotiations of the
                  parties. If there shall be no agreement made in negotiation,
                  mediation can be made through the Contract Registration
                  Registry or (1) request arbitration from the Shenzhen
                  Arbitrating Committee (2) raise a prosecution in People's
                  Court. ( Both parties should choose either one of the above
                  two ways and tick as appropriate on the contract).

         26.      This contract is written in Chinese.

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         27.      This contract is made in four copies, Party A gets two copy
                  and Party B gets one copy and the remaining will be kept in
                  the Contract Registration Registry.

         28.      This contract takes effect after signed by two parties.

         Party A (Signature & Chop):              < Signed >
         Authorized Representative:
         Contact Telephone No.:
         Bank Account No.:
         Authorized Agent (Signature & Chop):

         Party B (Signature & Chop):     < Signed >
         Authorized Representative:
         Contact Telephone No.:
         Bank Account No.:
         Authorized Agent (Signature & Chop):

                                                  December 31, 2002

         Register (Signature & Chop):             < Signed >

                                                  January 2, 2003

         Contract Registration Registry (Signature & Chop):     < Signed >
                                                                January 2, 2003