<PAGE>

                                                                    EXHIBIT 10.7

                       Dated the 3rd  day of   May  2000
                       ---------------------------------



                                MONANCE LIMITED
                                 (as Landlord)


                                      AND


                            IASIAWORKS (HK) LIMITED
                                  (as Tenant)



            -------------------------------------------------------




                               TENANCY AGREEMENT

                                      of

                     27th Floor of Hongkong Telecom Tower,
                    979 King's Road, Quarry Bay, Hong Kong



            -------------------------------------------------------
<PAGE>


                            INDEX
                            -----
<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
SECTION I : AGREEMENT

<S>                    <C>                                                   <C>
                       Agreement                                              1
                       Parties                                                1
                       Recitals                                               1
1.01                   Premises                                               2
                       Term                                                   3
                       Rent                                                   4

SECTION II : PAYMENT OF RENT AND OTHER CHARGES

2.01                   Rent                                                   4
                       Air-conditioning Charges                               4
                       Management Charges                                     5
2.02                   Rates etc.                                             6
2.03                   Utility Charges and Deposits                           7
2.04                   Cleaning Charges                                       7
2.05                   No further charges                                     7

SECTION III : TENANTS OBLIGATIONS

3.01                   No breach of Ordinances                                8
3.02                   To permit access                                       8
3.03                   Fitting out                                            9
3.04                   To keep the Interior in good repair                   l5
3.05                   Installation of wires cables and services             15
3.06                   Repair of Electrical Installations                    18
3.07                   Good Repair of Toilets and Water Apparatus            18
3.08                   Cleaning of Drains                                    18
3.09                   Repair of Windows and Glass                           19
3.10                   Indemnification of Landlord and Insurance             19
3.11                   Protection from Typhoon                               20
3.12                   To permit Landlord to enter and view                  20
3.13                   To execute repair on receipt of notice                21
3.14                   Outside Windows                                       21
3.15                   Inform Landlord of Damage                             21
3.16                   Cleaning and Cleaning Contractors                     21
3.17                   Refuse and Garbage Removal                            22
3.18                   Installation of Telephone Cables                      22
3.19                   Directory Boards                                      22
3.20                   Contractors/Employees/Invitees and Licensees          23
3.21                   Damage to Building                                    23
3.22                   Building Rules and Regulations                        23
3.23                   User                                                  24
3.24                   Yielding up Premises and Handover                     24
3.25                   Inform Landlord of change of business name            26

SECTION IV : LANDLORD OBLIGATIONS AND RIGHTS

4.01                   Quiet Enjoyment                                       26
4.02                   Government Rent                                       26
</TABLE>
<PAGE>

<TABLE>
<S>                    <C>                                                   <C>
4.03                   Roof and Main Structure                               27
4.04                   Maintenance of Common Areas                           27
4.05                   Maintenance of Services                               28
4.06                   Air-conditioning                                      28
4.07                   Observance of Head Lease                              29
4.08                   Rights Reserved to the Landlord                       29

SECTION V : RESTRICTIONS AND PROHIBITIONS

5.01                   Installation and Alterations                          32
5.02                   Injury to Walls or Floors                             34
5.03                   No Alterations to Exterior                            34
5.04                   Obstructions to Outside Windows                       34
5.05                   Not erect gates or grilles                            34
5.06                   Noise                                                 35
5.07                   Signs                                                 35
5.08                   Auctions Sales                                        36
5.09                   Illegal or Immoral Use                                36
5.10                   Sleeping or Domestic use                              36
5.11                   Storage Of Merchandise and Hazardous Goods            37
5.12                   User                                                  37
5.13                   Obstructions in Passages                              38
5.14                   Parking & Loading                                     38
5.15                   Deliveries and use of Passenger Lifts                 38
5.16                   Preparation of food and Prevention of Odours          39
5.17                   Not to misuse lavatories                              39
5.18                   Animals, Pets and Infestation                         40
5.19                   No Touting                                            40
5.20                   Breach of Government Lease or Conditions or Deed of   40
                       Mutual Covenant
5.21                   Breach or Insurance Policy                            41
5.22                   A1ienation                                            41
5.23                   Advertising of Premises                               43
5.24                   Not to commit breach of Head Lease                    44

SECTION VI : EXCLUSIONS

6.01                   (a) Lifts/Air-conditioning/Utilities                  44
                       (b) Fire and Overflow of Water                        45
                       (c) Security                                          45

SECTION VII : ABATEMENT OF RENT

7.01                   Suspension of Rent in case of Fire, etc               46

SECTION VIII : DEFAULT

8.01                   Default                                               48
8.02                   Interest                                              50
8.03                   Acceptance of Rent                                    50
8.04                   Acts of Employees Invitees and Licensees              51
</TABLE>
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<TABLE>
<S>                    <C>                                                   <C>
8.05                   Distraint                                             51

SECTION IX : DEPOSIT

9.O1                   Deposit                                               51
9.02                   Increase in Deposit                                   52
9.03                   Repayment of Deposit                                  53

SECTION X : REGULATIONS

10.01                  Introduction of Regulations                           53
10.02                  Conflict                                              54

SECTION XI : INTERPRETATION AND MISCELLANEOUS

11.01                  Marginal Notes, Headings and Index                    54
11.02                  Definitions                                           54
11.03                  Gender                                                56
11.04                  Lettable Floor Area                                   56
11.05                  Name of Building                                      56
11.06                  Alterations to the Building                           57
11.07                  Condonation not a waiver                              57
11.08                  Letting Notices and Entry                             58
11.09                  Service of Notice                                     58
11.10                  Stamp Duty and Costs                                  58
11.11                  Deed of Mutual Covenant                               59
11.12                  No Key Money                                          59
11.13                  Entire Agreement                                      60
11.14                  Landlord's warranty                                   60

SECTION XII : SPECIAL CONDITIONS

12.                    Special Conditions                                    60

FIRST SCHEDULE

Part I                 Parties                                               62
Part II                The Building and the Premises                         62
Part III               Management of Charges                                 63
Part IV                Rent free period                                      63

SECOND SCHEDULE

Part I                 Particulars of Rent                                   65
Part II                Particulars of Air-conditioning Charges               65
Part III               Management Charges                                    65
Part IV                Deposit                                               65

THIRD SCHEDULE

Part I User                                                                  66
FOURTH SCHEDULE
</TABLE>
<PAGE>

<TABLE>
<S>                    <C>                                                   <C>
                       Special Conditions                                    67

Signature                                                                    72
</TABLE>

Plan(s) annexed
<PAGE>

                                   SECTION 1
                                   ---------
                                   AGREEMENT

<TABLE>
<S>                <C>
                   1.   This Agreement made this 3rd day of May, Two Thousand BETWEEN

Parties            (i)  MONANCE LIMITED whose registered office is situate at 39/F, Hong Kong
                        Telecom Tower, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong ("the
                        Landlord" which expression shall include its successors in title and assigns) of
                        the one part and

                   (ii) The party particulars of whom are set out in Part I of the First Schedule
                        hereto, ("the Tenant") of the other part.

Recitals           WHEREAS :-

                   (1)  Under and by virtue of an Agreement for Lease dated 21st May 1992 and
                   registered in the Land Registry by Memorial No. 5342490 and the Lease to be
                   issued pursuant thereto (collectively "the Head Lease"), Parker Valley Estates
                   Limited ("the Head Landlord") as Owner agreed to let and the Landlord as lessee
                   agreed to take the Building more particularly described in Part II of the First
                   Schedule ("the Building") for the term of 999 years from and

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                                      -1-
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<TABLE>
<S>                <C>
                   including the 2nd February 1882, less the last 3 days thereof.

                   (2)  The Landlord has agreed to grant to the Tenant a tenancy of the Premises
                   ("the Premises") more particularly described in Part II of the First Schedule
                   and forming part of the Building for the term and subject to the conditions
                   hereinafter appearing, for which the Head Landlord's approval has been given.

                   (3)  This Agreement is a Permitted Short Term Underlease within the meaning of
                   the Head Lease.

                   NOW IT IS HEREBY AGREED as follows:-

Premises           1.01  The Landlord hereby agrees to let to the Tenant and the Tenant hereby
                   agrees to take a tenancy of ALL THOSE the Premises forming part of all that the
                   Building TOGETHER WITH the use in common with the Landlord the Head Landlord and
                   all others having the like right of (i) the landlord's driveways, entrances,
                   staircases, landings and passages in the Building in so far as the same are
                   necessary for the proper use and enjoyment of the Premises; (ii) the lift
                   service and air-conditioning service in the Building and (iii) the free and
                   uninterrupted passage
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<TABLE>
<S>                <C>
                   and running of water soil gas electricity and other services through the sewers
                   drains pipes cables wires and other service media in or upon the Building or the
                   raised floors therein and serving the Premises and subject to the terms of the Head
                   Lease FOR THE TERM specified in Part III of the First Schedule hereto ("the Term")
                   YIELDING AND PAYING therefor throughout the Term the rent set out in Part I
Rent               of the Second Schedule (subject to a rent-free period as provided for and subject
                   to the terms as set out in Part IV of the First Schedule) and by way of the
                   air-conditioning charges and management charges as set out Parts I, II and III
                   of the Second Schedule which rent shall be paid exclusive of rates in advance
                   free and clear of all deductions on the first day of each calendar month
                   throughout the Term the first and last of such payments to be apportioned
                   according to the number of days in the calendar month in which the Term
                   commences or ends.
</TABLE>

                                   SECTION II
                                   ----------
                       PAYMENT OF RENT AND OTHER CHARGES

<TABLE>
<S>                <C>
                   2.  The Tenant hereby agrees with the Landlord as
                          follows:-
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                                      -3-
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<TABLE>
<S>                <C>
Rent               2.01  To pay on the days and in the manner hereinbefore provided without
                   deduction or set off in Hong Kong Currency the rent and the following:

Air-conditioning   (a)   the Air-Conditioning Charges from time to time payable by the Tenant as set
Charges                  out in Part II of the Second Schedule;

                   (b)   in addition to the Air-Conditioning Charges referred to in Part II of the
                         Schedule, if at any time during the Term the cost of providing the
                         air-conditioning service including (without limitation) the amount payable in
                         respect thereof by the Landlord to the Manager under the Head Lease, the cost of
                         maintenance, staff, replacement parts, depreciation, electricity and all other
                         costs related to such service shall have increased, the Landlord shall be
                         entitled to increase the Air-Conditioning Charges payable by the Tenant by a
                         reasonable amount proportionate to the lettable area of the Premises and
                         proportionate to the increase in the cost to cover the increase in the cost of
                         providing the service in the first instance since the date hereof and on each
                         occasion thereafter since the last increase and not less than one
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<TABLE>
<S>                <C>
                        month's notice in writing of each increase shall be served setting out the
                        reasons for the increase.

                   (c)  any Air-Conditioning Charges payable by the Tenant for additional
                        air-conditioning services provided by the Landlord from time to time as provided
                        in Clause 4.06(b) of Section IV, and

Management         (d)  Management Charges for management services provided by the Manager and/or
Charges                 the Landlord and the monthly recurring amounts (except those of a capital or
                        non-recurring nature) expended by the Landlord in relation to the management and
                        maintenance of all non-structural portions of the Development which are not let
                        or intended to be let to or occupied by individual tenants ("the Common Areas")
                        from time to time payable by the Tenant as set out in Part III of the Second
                        Schedule.

                   (e)  in addition to the Management Charges referred to in Part III of the Second
                        Schedule, if at any time or times during the Term the cost to the Landlord of
                        providing
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                                      -5-
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<TABLE>
<S>                <C>
                         the management service to the Common Areas, including (without limitation) the
                         amount payable in respect thereof by the Landlord to the Manager under the Head
                         Lease, the cost of maintenance of plant and machinery, staff, replacement of
                         parts, depreciation, cost of electricity or other services and all other costs
                         related to such service shall have increased, the Landlord shall have the right
                         to increase the amount of the Management Charges payable by the Tenant by a
                         reasonable amount proportionate to the lettable area of the Premises to cover
                         the increase in the cost to the Landlord of providing the management service
                         since in the first instance the date hereof and thereafter since the date of the
                         last increase and not less than one month's prior notice in writing notifying
                         the Tenant of an increase in the Management Charge and setting out the reason
                         for the increase shall be served.

Rates etc.         2.02  To pay and discharge all rates, taxes, charges and outgoings of an annual,
                         non-capital or recurring nature now or hereafter to be imposed or levied on the
                         occupier of the Premises by the Government of Hong Kong
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<TABLE>
<S>                <C>
                   (Government Rent and Property Tax and payments of a capital or non-recurring
                   nature alone excepted). Without prejudice to the generality of this sub-clause
                   the Tenant shall pay all rates imposed on the Premises in the first place to the
                   Landlord who shall settle the same with the Hong Kong Government.

Utility Charges    2.03  To pay and discharge all deposits and charges in respect of water,
and Deposits       electricity and telephone as may be shown by or operated from the Tenant's own
                   metered supplies or by accounts rendered to the Tenant by the appropriate
                   utility companies in respect of all such utilities consumed on or in the
                   Premises.

Cleaning Charges   2.04  To pay the cost of the daily cleaning of the Premises including the
                   passenger and the service lift lobbies on the floor(s) of the Building on which
                   the Premises are situated and of the removal litter therefrom.

No further         2.05  Other than the charges herein expressly mentioned to be payable by the
charges            Tenant, no further charges shall be payable by the Tenant to the Landlord in
                   respect of the Premises or any part thereof.

</TABLE>

                                      -7-
<PAGE>

                                  SECTION III
                                  -----------

                              TENANT'S OBLIGATIONS

<TABLE>
<S>                <C>
                   3.  The Tenant hereby agrees with the Landlord:-

No breach of       3.01  Not to commit any breach and to indemnify the Landlord against the breach
Ordinances         of all ordinances, regulations, bye-laws, rules and requirements of any
                   Governmental or other competent authority relating to the use and occupation of
                   the Premises by the Tenant or any other act, deed, matter or thing done,
                   permitted, suffered or omitted therein or thereon by the Tenant or any employee
                   agent licensee or permitted sub-tenant of the Tenant and without prejudice to
                   the foregoing to obtain and maintain in force and to observe and comply with the
                   terms of any approval licence or permit required by any Governmental or other
                   competent authority in connection with the Tenant's use and occupation of the
                   Premises prior to the commencement of the Tenant's business and to indemnify the
                   Landlord against the consequences of any breach of this provision provided that
                   the Landlord shall provide the Tenant with a copy of the occupation permit in
                   respect of the Premises;

To permit access   3.02  To permit the Landlord and all persons
</TABLE>

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<TABLE>
<S>                <C>
                   authorised by it upon prior appointment (except in the case of emergency) to
                   enter upon the Premises for any purpose which in the reasonable opinion of the
                   Landlord is necessary to enable it to comply with the covenants on the part of
                   the lessee and the conditions contained in the Head Lease.

Fitting out        3.03  To fit out the interior of the Premises in accordance with such plans and
                   specifications as shall have been first submitted to and approved by the
                   Landlord in writing (such approval not to be unreasonably withheld) in a good
                   and proper workmanlike manner, such fitting out to include but not be limited to
                   the following:-

                   (a)  Connection and reticulation of all electrical wiring including wiring to
                        light fittings together with control switching etc. within the Premises (whether
                        underneath the raised flooring above the false ceilings or otherwise);

                   (b)  All floor finishes and partitioning within the Premises provided that any
                        partitioning installed by the Tenant within the Premises shall be dry
                        partitioning only;

                   (c)  Any alteration to the sprinkler system
</TABLE>

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<TABLE>
<S>                <C>
                        necessitated by the Tenant's layout of the Premises
                        the same to be in all respects in accordance with all
                        permits and consents and in compliance with the
                        requirements of the Fire Services Department;

                   (d)  Any alteration to the air-conditioning ducting
                        that may be required by the Tenant's internal layout
                        of the Premises;

                   (e)  Internal decoration, furnishings and specialised
                        Tenant's equipment;

                   (f)  Any alteration to the raised flooring including
                        the alignment, re-alignment or removal of the raised
                        flooring system, the creation, of openings in the
                        raised floor panels and the cutting or sub-division
                        of the raised floor panels;

                        Provided:

                        (A)  The Tenant shall at its own cost prepare and
                             submit to the Landlord suitable drawings, plans and
                             specifications of the works to be carried out by the
                             Tenant together with
</TABLE>

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<TABLE>
<S>                <C>
                        schematic sketches showing intent as to the Tenant's
                        design and layout proposals (hereinafter collectively
                        called "the Tenant's Plans") to enable the Premises
                        to be fitted out and completed for the purposes
                        specified in this Agreement. The Tenant's Plans
                        shall, without limitation :-

                   (a)  include detailed drawings, plans and specifications
                        for all interior layout, decorations, fittings,
                        installations, partitionings and floor coverings;

                   (b)  include detailed drawings, plans and specifications of
                        all electrical installations which shall be connected
                        to the electrical system installed by the Landlord;

                   (c)  include details of any proposed amendments, additions
                        or alterations to any electrical mechanical or other
                        building services;

                   (d)  not be in breach of all relevant Ordinances,
                        regulations and bye-laws
</TABLE>

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<TABLE>
<S>                     <C>
                            from time to time issued by the Government of Hong
                            Kong;

                   (B)  The Landlord shall inform the Tenant within 7
                        days from the submission or re-submission of the
                        Tenant's Plans to the Landlord as to whether the
                        Tenant's Plans are approved or disapproved or whether
                        any modifications thereto are required;

                   (C)  The Tenant acknowledges and agrees that no delay
                        howsoever occasioned in submitting or re-submitting
                        the Tenant's Plans including any delay on the part of
                        the Landlord in the approval of the same shall
                        entitle him to any extension of the rent free period
                        as specified in Part IV of the First Schedule, and
                        subject to Clause 1.2 of the Fourth Schedule hereto
                        all interior fitting out and decoration works
                        (including any alterations required to the Building's
                        services) shall be at the Tenant's own cost and
                        expense;

                   (D)  Under no circumstances shall the Tenant be
                        entitled to commence any fitting out work to the
                        Premises before the Tenant's Plans shall have been
                        approved by the Landlord unless
</TABLE>

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<TABLE>
<S>                <C>
                        otherwise agreed in writing by the Landlord;

                   (E)  Any and all work involving any alteration to or
                        modification of or in any way associated with the
                        electrical system, the sprinkler system, the security
                        system, the plumbing and drainage system and piping
                        and the fixed air-conditioning ducting, chilled water
                        pipes and air-conditioning controls shall be carried
                        out only by contractors in respect of whom the prior
                        approval in writing of the Landlord shall have been
                        obtained (such approval not to be unreasonably
                        withheld or delayed) IT BEING AGREED that in no
                        circumstances shall any such work be commenced or be
                        permitted to be commenced by any contractor who shall
                        not first have been approved in writing by the
                        Landlord. All works to be carried out by the Tenant
                        its contractors or sub-contractors shall be carried
                        out in accordance with any FITOUT RULES as may be
                        issued by the Landlord or the Manager from time to
                        time provided that the Landlord shall provide a copy
                        of the Fitout Rules to the Tenant at the Landlord's
                        expense and provided that the same shall be
                        reasonable and the Tenant shall pay and reimburse to
                        the Landlord on demand any
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<TABLE>
<S>                <C>
                        reasonable fees and/or costs incurred by the Landlord
                        in consulting outside architect and/or outside
                        specialist consultants in respect of the Tenant's
                        fitting out plans provided that the outside architect
                        and/or specialist consultants and the fees proposed
                        to be charged by them shall be subject to the prior
                        approval of the Tenant, such approval not to be
                        unreasonably withheld or delayed;

                   (F)  That the Tenant will not cause or permit to be
                        made any subsequent variation to the approved fitting
                        out plans and specifications or to the approved
                        interior design or layout of the Premises without the
                        previous approval in writing of the Landlord (such
                        approval not to be unreasonably withheld or delayed)
                        and in the event of such approval being requested it
                        shall be a condition precedent to the granting
                        thereof that the Tenant shall pay to the Landlord any
                        reasonable fees and/or costs incurred by the Landlord
                        in consulting outside architect and/or outside
                        specialist consultants in respect of such variations
                        provided that the outside architect and/or specialist
                        consultants and the fees proposed to be charged by
                        them shall be subject to the

</TABLE>

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<TABLE>
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                         prior approval of the Tenant, such approval not to be unreasonably withheld;

To Keep the        3.04  To keep and maintain at the expense of the Tenant all the non-structural
interior in good         interior parts of the Premises including the flooring raised flooring and cables
repair                   and wires installed thereunder the interior plaster or other finishing material
                         or rendering to walls floors and ceilings and the Landlord's fixtures and
                         fittings therein including (without limitation) all doors, windows, electrical
                         installations and wiring, light fittings, suspended ceilings, fire fighting
                         apparatus and air-conditioning ducting and all non-concealed waste, drain, water
                         and other pipes and sanitary apparatus and fittings therein and all painting,
                         papering and decoration thereof in good clean tenantable substantial and proper
                         repair and condition and as may be appropriate from time to time properly
                         painted and decorated (fair wear and tear and structural and inherent defects
                         and damages caused by matters mentioned in Clause 7.01 hereof excepted);

Installation of    3.05  (a)  To install all wires pipes and cables and other services serving the
wires cables and              Premises

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<TABLE>
<S>                <C>
services                in and through the ducts trunkings and conduits in the Building provided by the
                        Landlord for such purposes and at all times in accordance with the Landlord's
                        directions and not to install any such wires pipes cables or other services
                        without first providing the Landlord with full particulars and a fully detailed
                        plan and diagram of such intended installation and obtaining the Landlord's
                        consent in regard thereto (which consent shall not be unreasonably withheld or
                        delayed);

                   (b)  To provide to the Landlord a full diagram of all electrical wiring to be
                        installed by the Tenant within or serving or connected to the Premises and/or
                        within the ducts, trunkings or conduits provided by the Landlord within the
                        Building for the installation of electrical and/or fibre-optical or other wires
                        or cables or means of passing receiving or transmitting information and all
                        telephone and other service wires conduits and cables installed by or at
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<TABLE>
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                   the order of the Tenant and to clearly label and in
                   accordance with any directions given by the Landlord
                   colour-code all such wires conduits and cables to
                   identify the same as being the Tenant's and if
                   required by the Landlord at the expiration or sooner
                   determination of the Term at the Tenant's expense to
                   remove the same from all ducts conduits or trunkings
                   within the Building taking care not to disturb damage
                   or interfere with any wires cables or other means of
                   communication belonging to the Landlord or to other
                   occupiers of any part or parts of the Building or of
                   any other part of the Development that may have been
                   installed within any such ducts conduits or trunkings
                   and making good any damage caused by the Tenant
                   in so doing and the Tenant will indemnify and hold
                   the Landlord harmless against any claim action or
                   demand that may be brought by any person suffering
                   any loss or damage or interference with business or
                   inconvenience caused by or arising from the Tenant's
                   action in
</TABLE>

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<TABLE>
<S>                <C>
                             complying with its obligations hereunder;

Repair of          3.06  To repair or replace if so required by the appropriate utility company,
Electrical         authority or statutory undertaker as the case may be under the terms of the
Installations      Electricity Supply Ordinance or any statutory modification or re-enactment
                   thereof or any Orders in Council or Regulations made thereunder all the
                   electrical wiring installations and fittings within the Premises installed by
                   the Tenant and the wiring from the Tenant's Meter or Meters to the Premises;


Good Repair of     3.07  To maintain all toilets and sanitary and water apparatus located within
Toilets and        the Premises (or elsewhere if used exclusively by the Tenant its employees
Water              invitees and licensees) in good clean and tenantable state and in proper repair
Apparatus          and condition (excepted as in Clause 3.04 hereof is excepted) at all times
                   during the Term in accordance with the Regulations of the Public Health or other
                   Government Authority concerned;



Cleaning of        3.08  To pay on demand to the Landlord the cost incurred by the Landlord in
Drains             cleansing and clearing any of the drains within or exclusively serving the
                   Premises that become choked or stopped up owing to the improper or careless use
                   of any toilet or water or sanitary or drainage equipment by the Tenant or

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                                      -18-
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<TABLE>
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                   its employees invitees contractors or licensees;

Repair of          3.09  To reimburse to the Landlord the reasonable cost of repairing or replacing
Windows            all broken or damaged windows or glass or glass curtain wall of or corresponding
and Glass          to the Premises if the same be broken or damaged by the negligence of the
                   Tenant, and to pay or reimburse to the Landlord the cost of repairing and
                   replacing all broken or damaged part or parts of the glass curtain wall of any
                   other part or parts of the Building or of the Development whether or not used
                   exclusively by the Tenant if the damage is caused by the act, default, neglect
                   or omission of the Tenant or any of its servants, agents, employees, contractors
                   or licensees;


Indemnification    3.10  Save where arising as a result of the act, neglect or default of the
of Landlord and    Landlord, its servants or agents, to be responsible for any loss damage or
Insurance          injury caused to any person whomsoever or to any property whatsoever directly
                   through the defective or damaged condition (structural and inherent defects and
                   damages caused by matters mentioned in clause 7.01 hereof excepted) or operation
                   of any part of the interior of the Premises or any machinery or plant or any
                   fixtures or fittings or wiring or piping therein for the repair of which the
                   Tenant is responsible hereunder or in any way or by or owing to the spread


</TABLE>

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<TABLE>
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                   of fire smoke or fumes or the leakage or overflow of water of whatsoever origin
                   from the Premises or any part thereof or through the act default or neglect of
                   the Tenant its servants agents contractors licensees partners or customers and
                   to make good the same by payment or otherwise and to indemnify the Landlord
                   against all costs claims demands actions and legal proceedings whatsoever made
                   upon the Landlord by any person in respect of any loss damage or injury as
                   aforesaid and all costs and expenses incidental thereto;

Protection from    3.11  To take all reasonable precautions to protect the interior of the Premises
typhoon            from storm or typhoon damage;

To permit          3.12  To permit the Landlord its agents and all persons authorized by it with or
Landlord to        without workmen or others and with or without appliances at all reasonable times
enter and view     and upon prior appointment (save in the case of an emergency) to enter upon the
                   Premises to view the condition thereof and to take inventories of the Landlord's
                   fixtures and fittings therein and to carry out any work or repair required to be
                   done provided that in the event of an emergency the Landlord its servants or
                   agents may enter without notice and forcibly if need be and the Landlord shall
                   exercise its rights in this respect in a manner that


</TABLE>

                                      -20-
<PAGE>

<TABLE>
<S>                <C>
                   is reasonable in all the circumstances;

To execute         3.13  To proceed to make good all defects and wants of repairs to the Premises
repair             for which the Tenant may be liable hereunder within the space of one month from
on receipt of      the receipt of written notice from the Landlord to repair and make good the
notice             same, and if the Tenant shall fail to proceed to execute such works or repairs
                   as aforementioned to permit the Landlord to enter upon the Premises and execute
                   the same and the reasonable cost thereof shall be a debt due from the Tenant to
                   the Landlord and be recoverable forthwith by action;

Outside windows    3.14  To keep all windows of the Premises closed at all times;

Inform Landlord    3.15  To give notice to the Landlord or its agent of any damage that the
of Damage          Premises may suffer and of any defect in the water and gas pipes electrical
                   wiring or fittings, fittings fixtures or other utility supply equipment provided
                   by the Landlord as soon as reasonably practicable upon the Tenant becoming aware
                   of any such damage and defect;

Cleaning and       3.16  To keep the Premises at all times in a clean and sanitary state and
Cleaning           condition, and for the better observance hereof to employ as cleaners of the
Contractors        Premises (at the expense of the Tenant) a firm of


</TABLE>

                                      -21-
<PAGE>

<TABLE>
<S>                <C>
                   specialist cleaners to be nominated by the Landlord;

Refuse and         3.17  To be responsible for the removal of refuse and garbage from the Premises
Garbage Removal    to such location within or adjacent to the Building as shall be specified by the
                   Landlord or the Manager from time to time and to use only such type of refuse
                   container as is specified by the Landlord from time to time. In the event of the
                   Landlord or the Manager providing collection service for refuse and garbage the
                   same shall be used by the Tenant to the exclusion of any other similar service
                   and the Tenant shall bear an appropriate proportion of the reasonable cost of
                   such service;

Installation of    3.18  Subject to sub-clause 3.03(E) of this Clause the Tenant shall make its own
Telephone Cables   arrangements with regard to the installation of telephones or other
                   communication systems in the Premises, but the installation of telephone and
                   communication lines outside the Premises must be in the common ducting provided
                   in the Building for that purpose and in all respects in accordance with the
                   Landlord's directions;

Directory Boards   3.19  To pay the Landlord immediately upon demand the reasonable cost of
                   affixing repairing or replacing as necessary the Tenant's name and/or such name
                   as specified by the Tenant in lettering to the
</TABLE>

                                      -22-
<PAGE>

<TABLE>
<S>                <C>
                    directory board at the entrances to the Building and to the directory board on
                    the floor on which the Premises are situated;

Contractors        3.20  To be liable for any act default negligence or omission of the Tenant's
Employees          contractors employees invitees licensees as if it were the act default
Invitees and       negligence or omission of the Tenant and to indemnify the Landlord against all
Licensees          costs claims demands expenses or liability to any third party in connection
                   therewith;

Damage to          3.21  To pay to the Landlord immediately on demand the reasonable costs of
Building           repairing any part of the Building or the Development or any of the lifts or
                   other services and facilities installed therein that may be damaged by reason of
                   any act wilful default or neglect on the part of the Tenant its agents servants
                   invitees or licensees;

Building Rules     3.22  To obey and comply with the Building Rules and Carpark Rules made by the
and Regulations    Manager from time to time pursuant to the provisions of the Head Lease and also
                   such Regulations as may from time to time be made or adopted by the Landlord in
                   accordance with Section X hereof provided that the Landlord shall provide with
                   the Tenant copies of such Rules and Regulations at the Landlord's expense;
</TABLE>

                                      -23-
<PAGE>

<TABLE>
<S>                                        <C>
User                                       3.23     To use the Premises for the purposes described in the Third Schedule and
                                           for no other purposes whatsoever;

Yield    Up                                3.24     To yield up the Premises with all fixtures fittings and additions therein
Premises  &                                and thereto (other than the Tenant's fixtures and fittings) at the expiration or
Handover                                   sooner determination of this Agreement in good clean and tenantable repair and
                                           condition (fair wear and tear and damage sustained as a result of structural or
                                           inherent defect excepted) in accordance with the stipulations hereinbefore
                                           contained (excepted as in Clause 3.04 hereof is excepted) together with all keys
                                           giving access to all parts of the Premises Provided That the Tenant shall at the
                                           Tenant's sole cost and expense remove or do away with all or any alterations
                                           fixtures fittings or additions made or installed by the Tenant or any part or
                                           portion thereof and to make good and repair in a proper and workmanlike manner
                                           any damage to the Premises and the Landlord's fixtures and fittings therein as a
                                           result thereof and reinstate the Premises or any part thereof to the original
                                           condition thereof as at the date when possession was first handed over to the
                                           Tenant before delivering up the Premises to the Landlord (fair wear and tear
                                           and damage sustained as a result of structural or inherent defect excepted)
                                           PROVIDED FURTHER THAT
</TABLE>

                                     -24-
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<TABLE>
<S>                                        <C>
                                           without limitation to the generality of the foregoing
                                           it is hereby expressly agreed that :-


                                           (a)    the Tenant shall remove all or any fixtures or fittings
                                                  purchased by the Tenant from the Landlord;

                                           (b)    if the Tenant removes any of the raised floor panels
                                                  with or without the approval of the Landlord the Tenant
                                                  shall at its own risk cost and expense store all panels
                                                  so removed and shall upon the expiration or sooner
                                                  determination of this Agreement at its cost and expense
                                                  reinstate the raised floor panels at the relevant part
                                                  of the Premises; and

                                           (c)    if the Tenant carries out any other work to the
                                                  raised flooring system with or without the approval
                                                  of the Landlord the Tenant shall upon the expiration
                                                  or sooner determination of this Agreement, at its own
                                                  cost and expense reinstate the raised flooring system
                                                  to the same condition as at the commencement of this
                                                  Agreement (excepted as in Clause 3.04 hereof is
                                                  excepted) (fair wear and tear and damage sustained as
                                                  a result of structural or inherent defect excepted)
                                                  and to the extent
</TABLE>

                                     -25-
<PAGE>

<TABLE>
<S>                                        <C>
                                           to which such reinstatement cannot be effected the Tenant shall at its own cost
                                           and expense replace the relevant part of the raised flooring system.


Inform Landlord                            3.25     to inform the Landlord forthwith in writing of any change of the Tenant's
of change of                               business name.
business name

</TABLE>


                                  SECTION IV
                                  ----------
                       LANDLORD'S OBLIGATIONS AND RIGHTS

<TABLE>
<CAPTION>
                                           4.       The Landlord agrees with the Tenant as follows:
<S>                                        <C>

Quiet Enjoyment                            4.01     To permit the Tenant (duly paying the rent, the Air-Conditioning Charges
                                           the Management Charges and rates and other payments hereby agreed to be paid on
                                           the days and in manner herein provided for payment of the same and observing and
                                           performing the agreements stipulations terms conditions and obligations herein
                                           contained) to have quiet possession and enjoyment of the Premises during the
                                           Term without any interruption by the Landlord or any person lawfully claiming
                                           under or through or in trust for the Landlord;


Government Rent                            4.02     To pay the Government Rent, Property Tax and
</TABLE>

                                     -26-
<PAGE>

<TABLE>
<S>                                                             <C>
                                           all payments of a capital or non-recurring nature necessary for the proper
                                           discharge of the Landlord's obligations and duties hereunder attributable to or
                                           payable in respect of the Premises and to pay all taxes, assessments, duties,
                                           impositions and charges now or hereafter imposed or levied on the Landlord or
                                           owner of the Premises by the Government of Hong Kong;


Roof and Main                              4.03     To maintain and keep or cause the Manager to maintain and keep the main
Structure                                  structure roofs main electricity supply cables main drains water pipes main
                                           walls and exterior window frames of the building in a proper and substantial
                                           state of repair and condition Provided that the Landlord shall not be liable for
                                           breach of this Clause unless and until written notice of any defect or want of
                                           repair shall have been given to the Landlord by the Tenant and the Landlord
                                           shall have failed to take reasonable steps to repair or remedy the same within a
                                           reasonable period after the service on it of such notice;


Maintenance of                             4.04     To carry out or cause the Manager to carry out all necessary maintenance
Common Areas                               to the Common Areas and to keep or cause the Manager to keep the Common Areas
                                           and the passenger and service lift lobbies on the floors of the Building on
                                           which the Premises are situated in a clean and sanitary condition in all
                                           respects in a style and state of maintenance
</TABLE>

                                     -27-
<PAGE>

<TABLE>
<CAPTION>
                                           appropriate to a first class office building and to provide or cause the Manager
                                           to provide a proper and efficient building security service;
<S>                                        <C>


Maintenance of                             4.05     To use its reasonable endeavours to maintain or cause the Manager to
Services                                   maintain the escalators, lifts, fire services equipment, security installations
                                           and air-conditioning plant and water chilling apparatus and other services
                                           provided within the Building not within the Premises in proper working order and
                                           condition;


Air-conditioning                           4.06(a)  The Landlord shall subject to Sub-clause 4.08(c) of this Section and to Sub-
                                                    clause 6.01(a) of Section VI of this Agreement provide and maintain or cause the
                                                    Manager to provide and maintain for the Premises during Normal Business Hours as
                                                    hereinafter defined an air-conditioning service at a charge to the Tenant as set
                                                    out in Part II of the Second Schedule;

                                               (b)  Subject to Sub-clause 4.08(c) of this Section and to Sub-clause 6.01(a) of
                                                    Section VI of this Agreement the Landlord shall supply or cause the Manager to
                                                    supply the Tenant with an air-conditioning service outside Normal Business Hours
                                                    as specified hereunder upon
</TABLE>

                                     -28-
<PAGE>

<TABLE>
<S>                                        <C>
                                                    request being made by the Tenant to the Landlord. The cost for such additional
                                                    hours of air-conditioning service, including the cost of running the necessary
                                                    air-conditioning plant and equipment, is currently HK$180.00 per hour for each
                                                    floor comprised in the Premises (subject to reasonable change as determined by
                                                    the Landlord and notified to the Tenant from time to time) and the mutual
                                                    agreement between the parties hereto and shall be paid on demand by the Tenant
                                                    to the Landlord as additional rent;

Observance of                              4.07     To observe and perform all the covenants and conditions of the Head Lease
the Head Lease                             and on the lessee's part to be observed and performed, so far as they relate to
                                           the remaining parts of the Building other than the Premises, or so far as the Tenant is
                                           not liable for such performance under this Agreement.


Rights Reserved                            4.08     It is hereby agreed and expressly confirmed that the following rights are
to the Landlord                            excepted and reserved to the Head Landlord, the Landlord, the Manager and their
and the Manager                            respective successors and assigns and all persons having the like right
                                           throughout the Term:-


                                           (a)      the right of free and uninterrupted passage
</TABLE>

                                     -29-
<PAGE>

<TABLE>
<S>                                        <C>
                                                    and running of water, soil, gas, drainage,
                                                    electricity and all other services or supplies
                                                    through such  sewers, watercourses, conduits, pipes,
                                                    wires, cables and ducts as are now or may hereafter
                                                    be in, on or under the Premises and serving or
                                                    capable of serving the Building or any adjoining or
                                                    neighbouring property TOGETHER WITH the right to
                                                    enter upon the Premises upon prior appointment to
                                                    inspect repair replace or maintain any such sewers,
                                                    watercourses, conduits, pipes, wires, cables and
                                                    ducts Provided That the exercise of this right shall
                                                    be in a manner that is reasonable in all the
                                                    circumstances;


                                           (b)      the full and free right and liberty to enter upon
                                                    the Premises in the circumstances in which the
                                                    agreements by the Tenant contained in these presents
                                                    permit such entry and in particular but without
                                                    prejudice to the generality of the foregoing the
                                                    right to enter into and upon the Premises at all
                                                    times by prior appointment with the Tenant for the
                                                    purpose of obtaining access to and egress from any
                                                    machinery or switch rooms or the like remaining under
                                                    the control of the Head
</TABLE>

                                     -30-
<PAGE>

<TABLE>
<S>                                       <C>
                                                    Landlord, the Landlord or the Manager and located on
                                                    any of the floors of the Building on which any
                                                    portion of the Premises is situated;

                                           (c)      the right from time to time on giving prior
                                                    reasonable written notice to the Tenant (such notice
                                                    not to be required in case of emergency or breakdown)
                                                    and causing as little inconvenience to the Tenant as
                                                    reasonably possible to suspend the air-conditioning
                                                    system, lifts, escalators (if any), electric power,
                                                    water supply and any other building service provided
                                                    in or serving the Building for the purpose of
                                                    servicing, maintaining, repairing, renewing,
                                                    improving or replacing the same and any of them
                                                    Provided however that (except in case of unavoidable
                                                    breakdown or emergency which puts or requires all the
                                                    lifts servicing the Premises to be put out of action
                                                    simultaneously) at least one of the lifts serving the
                                                    Premises shall be maintained in operation at all times.
</TABLE>

                                                     SECTION V
                                                     ---------
                                          RESTRICTIONS AND PROHIBITIONS

                                     -31-
<PAGE>

<TABLE>
<S>                                        <C>
                                           5.       The Tenant agrees with the Landlord and undertakes:-

Installation and                           5.01     (a)   Not to make or permit or suffer to be made any alterations in or
Alterations                                               additions to the Premises or to the sprinkler system, electrical wiring
                                                          installations, air-conditioning ducting lighting fixtures or other
                                                          Landlord's fixtures or to install any plant apparatus or machinery (other
                                                          than normal office machinery) therein without first having obtained the
                                                          written consent of the Landlord (such consent shall not be unreasonably
                                                          withheld or delayed);

                                                    (b)   Not to place on any part of the Premises any object of any kind including
                                                          any safe of a weight in excess of the maximum floor loading capacity of
                                                          the Premises;

                                                    (c)   Not to install any air-conditioning plant or equipment of any kind on or
                                                          within or at any part of the Premises without the prior consent of the
                                                          Landlord in writing (such consent
</TABLE>

                                     -32-
<PAGE>

<TABLE>
<S>                                                       <C>
                                                          shall not be unreasonably withheld or delayed) AND
                                                          the Tenant shall comply with the reasonable
                                                          directions and instructions of the Landlord regarding
                                                          installation and shall at its own expense be
                                                          responsible for their periodic inspection maintenance
                                                          and repair and for the replacement of defective
                                                          wiring and the Tenant shall be strictly liable for
                                                          any damage caused by the installation operation
                                                          defect or removal of such units;


                                                    (d)   Not to make or permit or suffer to be made any
                                                          alterations in or additions to the mechanical or
                                                          electrical installations in the Building nor to
                                                          install or permit or suffer to be installed any
                                                          equipment, apparatus or machinery which exceeds the
                                                          loading of the electrical installations in the
                                                          Building nor to install or permit or suffer to be
                                                          installed any equipment, apparatus or machinery which
                                                          exceeds the loading of the electrical main or wiring
                                                          or which consumes electricity not metered through the
                                                          Tenant's
</TABLE>

                                     -33-
<PAGE>

<TABLE>
                                                          separate meter;
<S>                                                       <C>
                                                    (e)   Not to make or permit or suffer to be made any alterations to any
                                                          installation or fixture so as to affect or be likely to affect the
                                                          supply of water, electricity or other utility or service to or in
                                                          the Building;

Injury to Walls                            5.02     Not to cut maim or injure or permit or suffer to be cut maimed or injured
or Floors                                  any doors windows window frames walls beams slabs structural members raised
                                           floors or other part of the fabric of the Premises or lay or use any floor
                                           covering or do anything which may damage or penetrate the raised flooring or
                                           slab without the prior written consent of the Landlord (such consent shall not
                                           be unreasonably withheld or delayed where the structure of the Premises is not
                                           affected);


No Alterations                             5.03     Not to affix anything or paint or make any alteration whatsoever to the
to Exterior                                exterior of the Premises;


Obstructions to                            5.04     Not to block up, darken or obstruct or obscure any of the windows or
Outside Windows                            lights belonging to the Premises;


Not Erect Gates                            5.05     Not without the prior written consent of the
</TABLE>

                                     -34-
<PAGE>

<TABLE>
<S>                                        <C>
or Grilles                                 Landlord to erect or install doors, gates, grilles, shutters or other similar
                                           installation whatsoever whether temporary or permanent at the doorway or
                                           entrance to the Premises or at any of the fire exits therefrom or erect any such
                                           door or grille or shutter or gate that might in any way contravene the
                                           regulations from time to time in force of the Fire Services Department or other
                                           competent authority concerned, nor in any other respect to contravene the said
                                           regulations;

Noise                                      5.06     Not to cause or produce or suffer or permit to be produced on or in the
                                           Premises any sound or noise (including sound produced by broadcasting from
                                           Television, Radio and any apparatus or instrument capable of producing or
                                           reproducing music and sound) or any vibration or resonance or other form of
                                           disturbance or other acts or things in or on the Premises which is or are or may
                                           be or become nuisance or annoyance to the tenants or occupiers of adjacent or
                                           neighbouring premises within the Building or in any other part of Taikoo Place
                                           or elsewhere;

Signs                                      5.07     Not without the prior written approval of the Landlord to exhibit and
                                           display within or on the exterior on the Premises any writing sign signboard or
                                           other device whether illuminated or not which may
</TABLE>

                                     -35-
<PAGE>

<TABLE>
<S>                                        <C>
                                           be visible from outside the Premises nor without the Landlord's prior written
                                           consent to affix any writing sign signboard or other device in at or above any
                                           Common Area, lobby, landings or corridors of the Building provided that
                                           notwithstanding any provision to the contrary herein, the Tenant shall have the
                                           right to display (a) two signs within the interior of each floor of the Premises
                                           and (b) signs (one strip per floor of the Premises) showing the name(s) of the
                                           Tenant, sub-tenant(s), occupant(s) of the Premises as permitted by the Landlord
                                           under clause 2 of the Fourth Schedule hereof and the Tenant's Related Companies
                                           at the Directory Board at the main lobby of the Building;


Auction Sales                              5.08     Not to conduct or permit any auction fire bankruptcy close out or similar
                                           sale of things or properties of any kind to take place on the Premises;


Illegal or                                 5.09     Not to use or cause permit or suffer to be used any part of the Premises
Immoral Use                                for gambling or for any illegal immoral or improper purposes or in any way so as
                                           to cause nuisance annoyance inconvenience or damage or danger to the Landlord or
                                           the tenants or occupiers of adjacent or neighbouring premises;


Sleeping or                                5.10     Not to use or permit the Premises or any part thereof to be used as
Domestic Use                               sleeping quarters or as domestic premises within the meaning of any ordinance

</TABLE>

                                     -36-
<PAGE>

<TABLE>
<S>                                        <C>
                                           for the time being in force provided that notwithstanding any provision of the
                                           contrary, the Tenant shall have the right to post one watchman on each floor of
                                           the Premises to look after its contents overnight and to allow the Tenant's own
                                           staff to remain overnight for the purpose of the Tenant's business;


Storage of                                 5.11     Not to use the Premises for the manufacture of goods or merchandise or for
Merchandise and                            the storage of goods or merchandise other than in small quantities consistent
Hazardous Goods                            with the nature of the Tenant's trade or business by way of samples and exhibits
                                           nor to keep or store or cause or permit or suffer to be kept or stored thereat
                                           any arms or ammunition, gun-powder, salt-petre, petroleum, liquified petroleum
                                           gas, butane gas, kerosene or other explosive or dangerous hazardous or
                                           prohibited goods within the meaning of the Dangerous Goods Ordinance (Cap. 295)
                                           and the regulations made thereunder or any Statutory modification or
                                           re-enactment thereof from time to time in force;


User                                       5.12     Not to use the Premises for any purpose other than the purpose specified
                                           in the Third Schedule and in particular but without prejudice to the generality
                                           of the foregoing not to use the Premises for the purpose of a Buddhist hall or
                                           temple or for the
</TABLE>

                                     -37-
<PAGE>

<TABLE>
<S>                                       <C>
                                          performance of the ceremony known as Ta Chai or for any similar ceremony or for
                                          any other religious purpose or the performance of any religious ceremony;

Obstructions in                           5.13      Not to place or leave or suffer or permit to be placed or left by any
Passages                                  contractor employee invitee or licensee of the Tenant any boxes furniture
                                          articles or rubbish in the entrance or any of the staircases passages or
                                          landings of the Building used in common with other tenants or the Landlord or
                                          otherwise encumber the same;

Parking &                                 5.14      Not to park any vehicle in or obstruct or otherwise use or permit any
Loading                                   vehicle to be parked in or be obstructed or otherwise used by any employee agent
                                          or licensee of the Tenant any of those areas of the Building allocated to
                                          parking or for the movement of or access for vehicles or designated as
                                          loading/unloading areas other than in accordance with the Building Rules and the
                                          Carpark Rules made from time to time by the Manager under the Head Lease and the
                                          Regulations made from time to time by the Landlord;

Deliveries and                            5.15      Not without the prior written consent of the Landlord to take delivery to
use of Passenger                          the Premises of furniture or other large objects during Normal Business Hours as
Lifts                                     hereinafter defined (except by the service lifts in the Building) and not to
                                          cause or

</TABLE>

                                     -38-
<PAGE>

<TABLE>
<S>                                        <C>
                                           suffer or permit passenger lifts to be used for delivery purposes at any time or
                                           load or permit or suffer to be loaded into any service lift or passenger lift in
                                           the Building a weight greater than such lift is designed or permitted to carry;

Preparation of                             5.16     Not to cook or prepare or permit or suffer to be cooked or prepared any
food and                                   food (except for small quantities that may be for consumption or testing by the
prevention of                              Tenant's employees or customers Provided that the Tenant shall first apply for
odours                                     appropriate licences for such purposes from the relevant government authorities
                                           as may be required by law) or prepared food in microwave oven or permit any
                                           offensive or unusual odours to be produced upon or emanate from the Premises;

Not to Misuse                              5.17     Not to use or permit or suffer to be used any lavatory facilities whether
Lavatories                                 shared with other tenants or occupiers of the Building or reserved exclusively
                                           for the use of the Tenant for any purpose other than that for which they are
                                           intended and not to throw or permit or suffer to be thrown into any W.C. pan,
                                           urinal, basin sink or other lavatory fitting any foreign or deleterious
                                           substance of any kind and to pay to the Landlord on demand the cost of any
                                           breakage, blockage or damage resulting from a breach of this provision;
</TABLE>

                                     -39-
<PAGE>

<TABLE>
<S>                                        <C>
Animals, pets                              5.18     Not to keep or permit or suffer to be kept any animals or pets inside the
and                                        Premises and to take all such steps and precautions to the reasonable
infestation                                satisfaction of the Landlord as shall be necessary to prevent the Premises or
                                           any part thereof from becoming infested by termites rats mice roaches or any
                                           other pests or vermin and for the better observance hereof the Landlord may
                                           require the Tenant to employ at the Tenant's cost such pest extermination
                                           contractors as the Landlord may approve (which approval shall not be
                                           unreasonably withheld or delayed);


No Touting                                 5.19     Not to tout or solicit or procure or permit any touting or soliciting for
                                           business or the distribution of any pamphlets notices or advertising matter
                                           outside the Premises or anywhere within the Building by any of the Tenant's
                                           servants agents licensees or permitted sub-tenants;


Breach of                                  5.20     Not to commit any breach of the negative covenant or provisions of the
Government Lease                           Government Lease or Conditions under which the Development is held from the
or Conditions or                           Government or of the Head Lease or of the Deed of Mutual Covenant (if any) or
Deed of Mutual                             any Sub-Deed of Mutual Covenants affecting the Building and/or the Development
Covenants                                  and to indemnify the Landlord against the consequences of any such breach;

</TABLE>

                                     -40-
<PAGE>

<TABLE>
<S>                                        <C>
Breach of                                  5.21     Not to cause suffer or permit to be done any act or thing whereby the
Insurance Policy                           policy or policies of insurance on the Premises against damage by fire or
                                           liability to third parties for the time being subsisting may become void or
                                           voidable or whereby the rate of premium or premia thereon may be increased and
                                           to repay to the Landlord on demand all sums paid by the Landlord by way of
                                           increased premium or premia thereon and all expenses incurred by the Landlord in
                                           and about any renewal of such policy or policies arising from or rendered
                                           necessary by such breach;


Alienation                                 5.22     Subject to the clause 2 of the Fourth Schedule, the Tenant shall not
                                           assign underlet or otherwise part with the possession of the Premises or any
                                           part thereof in any way whether by way of subletting lending sharing or other
                                           means whereby any person or persons not a party to this Agreement obtains the
                                           use or possession of the Premises or any part thereof irrespective of whether
                                           any rental or other consideration is given for such use or possession and in the
                                           event of any such transfer subletting sharing assignment or parting with the
                                           possession of the Premises (whether for monetary consideration or not) this
                                           Agreement shall absolutely determine and the Tenant shall forthwith vacate the
                                           Premises on notice to that effect from the Landlord.
</TABLE>

                                     -41-
<PAGE>

<TABLE>
<S>                                        <C>
                                           The Tenancy shall be personal to the Tenant named in
                                           the First Schedule to this Agreement and without in
                                           any way limiting the generality of the foregoing the
                                           following acts and events shall unless approved in
                                           writing by the Landlord be deemed to be breaches of
                                           this Clause:-


                                           (a)      In the case of a tenant which is a partnership
                                                    the taking in of one or more new partners whether on
                                                    the death or retirement of an existing partner or
                                                    otherwise;


                                           (b)      In the case of a tenant who is an individual
                                                    (including a sole surviving partner of a partnership
                                                    tenant) the death insanity or disability of that
                                                    individual to the intent that no right to use possess
                                                    occupy or enjoy the Premises or any part thereof
                                                    shall vest in the executors administrators personal
                                                    representatives next of kin trustee or committee of
                                                    any such individual;


                                           (c)      In the case of a tenant which is a corporation
                                                    any voluntary liquidation thereof (but not if the
                                                    liquidation is for amalgamation or reconstruction of
                                                    a solvent company);
</TABLE>

                                     -42-
<PAGE>

<TABLE>
<S>                                        <C>
                                           (d)      The giving by the Tenant of a Power of Attorney or similar authority
                                                    whereby the donee of the Power obtains the right to use possess occupy or enjoy
                                                    the Premises or any part thereof or does in fact use possess occupy or enjoy the
                                                    same;

                                           PROVIDED that the sharing of the Premises or any part(s) thereof as Licensee(s)
                                           only with any one or more company or companies which is/are and remain(s) at all
                                           times a Related Company of the Tenant (as hereinafter defined) shall not be a
                                           breach of this clause provided that the Tenant provides full particulars
                                           beforehand to the Landlord of such sharing and of the Related Company of the
                                           Tenant concerned and provided that such sharing of occupation is terminated
                                           forthwith in the event that such company ceases to be a Related Company of the
                                           Tenant as so defined.

Advertising of                             5.23     Not to erect upon the Premises, the Building or any part thereof any sign
Premises                                   or display advertising the Premises or any part thereof as being available for
                                           letting or sub-letting or issue any pamphlet publicity or advertisement in any
                                           form whatsoever with regard to any proposed letting or sub-letting of

</TABLE>

                                     -43-
<PAGE>

<TABLE>
<S>                                        <C>
                                           the Premises.

Not to commit                              5.24     Not to do omit suffer or permit in relation to the Premises anything in
breach of Head                             contravention of any of the lessee's covenants and other provisions in the Head
Lease                                      Lease contained or any act or thing which would or might cause the Landlord to
                                           be in breach of the Head Lease.





                                                    SECTION VI
                                                    ----------
                                                    EXCLUSIONS

                                           6.01     IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the Landlord shall
                                           not in any circumstances (other than those arising from its own gross negligence
                                           or wilful default or that of its servants contractors agents or licensees) be
                                           liable to the Tenant or any other person whomsoever:-

Lifts, Air-                                (a)      In respect of any loss of profit or of business or loss of life or loss,
conditioning,                                       injury or damage to person or property or for any disruption or inconvenience
Utilities                                           caused to or suffered or sustained by the Tenant or any other person caused by
                                                    or through or in any way owing to or arising out of or connected with any defect
                                                    in or breakdown or suspension


</TABLE>

                                     -44-
<PAGE>

<TABLE>
<S>                                                 <C>
                                                    of service of the lifts air-conditioning system, electric power or water
                                                    supplies, or any other building service provided in or serving the Building, or

Fire and                                   (b)      In respect of any loss of profit or of business or loss of life or loss
overflow                                            injury or damage to person or property or for any disruption or inconvenience
of water                                            caused to or suffered or sustained by the Tenant or any other person caused by
                                                    or through or in any way owing to or arising out of or connected with any escape
                                                    of fumes smoke fire or any other substance or thing or the overflow of water
                                                    from anywhere within the Building or any part of the Development or in any way
                                                    attributable to fire storm tempest flood Act of God or other inevitable
                                                    accident, or

Security                                   (c)      For the security or safekeeping of the Premises or any contents therein and
                                                    in particular but without prejudice to the generality of the foregoing the
                                                    provision by the Landlord or the Manager of watchmen and caretakers shall not
                                                    create any obligation on the part of the Landlord or the Manager as to the
                                                    security of the Premises or any contents therein and the responsibility for
</TABLE>

                                     -45-
<PAGE>

<TABLE>
<S>                                        <C>
                                                    the safety of the Premises and the contents thereof shall at all times rest with
                                                    the Tenant.




                                                    SECTION VII
                                                    -----------
                                                 SUSPENSION OF RENT



Suspension of                              7.01     If the Premises or the Building or any part thereof shall at any time
Rent in case of                            during the Term be destroyed or damaged or become inaccessible owing to fire
fire etc.                                  water storm typhoon defective construction white ants earthquake subsidence of
                                           the ground or any calamity beyond the control of the Landlord or the Tenant so
                                           as to render the Premises or any part thereof unfit for commercial use or
                                           inaccessible and the policy or policies of insurance for such risk effected by
                                           the Landlord shall not have been vitiated or payment of the policy moneys
                                           refused in whole or in part in consequence of any act or default of the Tenant
                                           or if at any time during the continuance of this tenancy the Premises shall be
                                           condemned as a dangerous structure or a demolition order or closing order shall
                                           become operative in respect of the Premises or any part thereof then the rent
                                           and other charges hereby reserved or a fair proportion thereof according to the
                                           nature and extent of the damage
</TABLE>

                                     -46-
<PAGE>

                   sustained or order made shall be suspended, rent and other
                   charges paid in advance in respect of the current month being
                   refunded, until the Premises shall again be rendered
                   accessible and fit for commercial use PROVIDED THAT in
                   circumstances when the whole or substantially the whole of
                   the Premises have been rendered inaccessible or unfit for
                   commercial use and should the Premises not have been
                   reinstated in the meantime either the Landlord or the Tenant
                   may at any time after two months from the occurrence of such
                   damage or destruction or order give to the other of them
                   notice in writing to determine this Agreement and thereupon
                   the same and everything herein contained shall cease and be
                   void as from the date of the occurrence of such destruction
                   or damage or order or of the Premises or any part thereof
                   becoming inaccessible or unfit for commercial use save for
                   the refund of the rental deposit payable under clause 9.01
                   hereof to the Tenant by the Landlord but without prejudice to
                   the rights and remedies of either party against the other in
                   respect of any antecedent claim or breach of the agreements
                   stipulations terms and conditions herein contained or of the
                   Landlord in respect of the rent payable hereunder prior to
                   the coming into effect of the suspension.

                                 SECTION VIII
                                 ------------

                                      -47-
<PAGE>

                                    DEFAULT


                   8. It is hereby expressly agreed and declared as follows:-

Default            8.01 If the rent and/or the Air-Conditioning Charges or
                   Management Charges or any other moneys payable hereunder or
                   any part thereof shall be in arrear for fifteen (15) days
                   after the same shall have become payable (whether formally
                   demanded or not) or if there shall be any breach or non-
                   performance of any of the stipulations conditions or
                   agreements herein contained and on the part of the Tenant to
                   be observed or performed and the Tenant shall fail to remedy
                   within 14 days of receipt of a written notice calling upon
                   the Tenant to observe and perform or if the Tenant shall stop
                   or suspend payment of its debts or be unable to or admit
                   inability to pay its debts as they fall due or enter into any
                   scheme of arrangement with its creditors or have an
                   encumbrancer take possession of any of its assets or have a
                   receiving order made against it or in such circumstances as
                   aforesaid fail to satisfy any judgement that may be given in
                   any action against it after final appeal or go into
                   liquidation (save for the purposes of amalgamation or
                   reconstruction) or if the Tenant shall suffer execution to be
                   levied upon the Premises (except upon such part thereof

                                      -48-
<PAGE>

                   which has been sublet with the Landlord's consent) or
                   otherwise on the Tenant's goods or if in such circumstances
                   as aforesaid the Tenant shall suspend or cease or threaten to
                   suspend or cease to carry out its business or should any
                   event occur or proceeding be taken with respect to the Tenant
                   in any jurisdiction to which the tenant is subject which has
                   an effect equivalent or similar to any of the events or
                   circumstances described above then and in any such case it
                   shall be lawful for the Landlord at any time thereafter to
                   re-enter on and upon the Premises or any part thereof in the
                   name of the whole and thereupon this Agreement shall
                   absolutely determine but without prejudice to any right of
                   action or non-observance or non-performance by the Tenant of
                   any of the terms of this Agreement. A written notice served
                   by the Landlord on the Tenant in manner hereinafter provided
                   to the effect that the Landlord thereby exercises the power
                   of determination and/or re-entry hereinbefore contained shall
                   be a full and sufficient exercise of such power without
                   physical entry on the part of the Landlord notwithstanding
                   any statutory or common law provision to the contrary. All
                   reasonable costs and expenses incurred by the Landlord in
                   demanding payment of the rent and other charges payable
                   hereunder (if the Landlord elects to demand) and in
                   exercising its rights and/or remedies or in

                                      -49-
<PAGE>

                   attempting to do so shall be paid by the Tenant and shall be
                   recoverable from the Tenant as a debt;

Interest           8.02 Notwithstanding anything herein contained in the event
                   of default in payment of rent or other monies payable by
                   the Tenant hereunder (whether formally demanded or not)
                   the Tenant shall pay to the Landlord on demand daily
                   interest on all such sums outstanding at the prime lending
                   rate of the Hongkong and Shanghai Banking Corporation Limited
                   from time to time calculated from the date on which the same
                   shall be due for payment (in accordance with the provisions
                   contained in that behalf herein) until the date of payment
                   provided that the demand and/or receipt by the Landlord of
                   interest pursuant to this Clause shall be without prejudice
                   to and shall not affect the right of the Landlord to exercise
                   any other right or remedy hereof (including but without
                   prejudice to the generality of the foregoing the right of re-
                   entry) exercisable under the terms of this Agreement;

Acceptance of      8.03 The acceptance or payment of any rent by the Landlord or
Rent               the Tenant (as the case may be) shall not be deemed to
                   operate as a waiver by the Landlord or the Tenant of any
                   right to proceed against the other in respect of any breach
                   non-observance or non-performance by that party of any of the
                   agreements

                                      -50-
<PAGE>

                   stipulations terms and conditions herein contained and on the
                   part of that party to be observed and performed;

Acts of            8.04 For the purpose of these presents any act default
Employees          neglect or omission of any guest visitor servant contractor
Invitees and       employee agent invitee or licensee of the Tenant shall be
Licensees          deemed to be the act default neglect or omission of the
                   Tenant and any act default neglect or omission of any guest
                   visitor servant contractor employee agent invitee or licensee
                   of the Landlord shall be deemed to be the act default neglect
                   or omission of the Landlord;

Distraint          8.05 For the purposes of Part III of the Landlord and Tenant
                   (Consolidation) Ordinance (Chapter 7) and of these presents,
                   the rent payable in respect of the Premises shall be and be
                   deemed to be in arrear if not paid in advance at the times
                   and in the manner hereinbefore provided for payment thereof.



                                  SECTION IX
                                  ----------
                                    DEPOSIT

Deposit            9.01 The Tenant shall on the signing hereof deposit with the
                   Landlord in cash the sum or sums specified in paragraph (1)
                   of Part IV of the Second Schedule to secure the due
                   observance and performance

                                      -51-
<PAGE>

                   by the Tenant of the agreements stipulations terms and
                   conditions herein contained and on the part of the Tenant to
                   be observed and performed which deposit shall be held by the
                   Landlord throughout the currency of this Agreement free of
                   any interest to the Tenant with the right for the Landlord
                   (without prejudice to any other right or remedy hereunder) to
                   deduct therefrom the amount of any rent rates and other
                   charges payable hereunder and any costs expenses loss or
                   damage sustained by the Landlord as the result of any non-
                   observance or non-performance by the Tenant of any of the
                   agreements, stipulations, obligations or conditions. In the
                   event of any deduction being made by the Landlord from the
                   deposit in accordance herewith during the currency of this
                   Agreement the Tenant shall forthwith on demand by the
                   Landlord make a further deposit equal to the amount so
                   deducted and failure by the Tenant so to do shall entitle the
                   Landlord forthwith to re-enter upon the Premises and to
                   determine this Agreement as hereinbefore provided.

Increase in        9.02  The amount of the cash deposit in Clause
Deposit            9.01 shall be increased, following each and any increase in
                   Air-Conditioning Charges and/or Management Charges, so that
                   the total amount of the deposit shall be for a sum equal to
                   (i) three months' rent at the rent payable after the review
                   in question; (ii) three months' Air-Conditioning Charges

                                      -52-
<PAGE>

                   at the rate at that time payable by the Tenant hereunder and
                   (iii) three months' Management charges at the rate at that
                   time payable by the Tenant hereunder.

Repayment of       9.03 Subject as aforesaid the deposit and any further
Deposit            deposits paid shall be refunded to the Tenant by the Landlord
                   without interest within fourteen days after the expiration or
                   sooner determination of this Agreement and delivery of vacant
                   possession to the Landlord and after settlement of the last
                   outstanding claim by the Landlord against the Tenant for any
                   arrears of rent rates and other charges and for any breach
                   non-observance or non-performance of any of the agreements
                   stipulations terms and conditions herein contained and on the
                   part of the Tenant to be observed or performed whichever
                   shall be the later.


                                   SECTION X
                                   ---------
                                  REGULATIONS

Introduction of    10.01 The Landlord shall be entitled from time to time and by
Regulations        notice in writing to the Tenant to make introduce and
                   subsequently amend adopt or abolish if necessary such
                   Regulations as it may reasonably consider necessary for the
                   proper operation and maintenance of the Building provided the
                   Landlord

                                      -53-
<PAGE>

                   shall provide a copy of such Regulation to the Tenant at the
                   Landlord's expense.

Conflict           10.02 Such Regulations shall be supplementary to the terms
                   and conditions contained in this Agreement and shall not in
                   any way derogate from such terms and conditions. In the event
                   of conflict between such Regulations and the terms and
                   conditions of this Agreement the terms and conditions of this
                   Agreement shall prevail.



                                   SECTION XI
                                   ----------
                        INTERPRETATION AND MISCELLANEOUS

Marginal Notes,    11.01 The Marginal Notes, Headings and Index are intended for
Headings and       guidance only and do not form a part of this Agreement nor
Index              shall any of the provisions of this Agreement be construed or
                   interpreted by reference thereto or in any way affected or
                   limited thereby.

Definitions        11.02 In this Agreement the following expressions whenever
                   used shall (save where the context otherwise requires) have
                   the following meanings :-

                   "the Building" means that part of the two commercial/office
                    ------------
                   towers constructed as part of the Development known as
                   Hongkong Telecom Tower of which particulars are contained in
                   Part II of the First

                                      -54-
<PAGE>

                   Schedule hereto;


                   "the Development" means the development comprising two
                    ---------------
                   office/commercial towers with car-parking and other
                   facilities erected on some part or parts of the piece or
                   parcel of land at Taikoo Place, Quarry Bay, Hong Kong know
                   and registered at the Land Registry as SECTION S AND THE
                   REMAINING PORTION OF QUARRY BAY MARINE LOT NO. 1 comprising
                   both the tower block now known as "Dorset House" and the
                   Building and the podium on which the same are constructed;


                   "the Manager" means the Manager from time to time of the
                    -----------
                   Development appointed pursuant to the provisions of the Head
                   Lease.


                   "Normal Business Hours" means the hours other than on Sundays
                    ---------------------
                   and Public Holidays, between 8.00 a.m. and 7.00 p.m. on each
                   Monday to Friday and between 8.00 a.m. and 2.00 p.m. on each
                   Saturday which is not a Public Holiday;


                   "Related Company" means the Tenant's subsidiary company(ies)
                    ---------------
                   and any other entity:

                   (a) not less than 10% of whose voting shares or securities;
                       or

                   (b) not less than 10% of the composition of whose

                                      -55-
<PAGE>

                       board of directors; or

                   (c  not less than 10% of whose issued share capital or
                       ownership interest are now or hereafter owned or
                       controlled directly or indirectly by iAsiaWorks (HK)
                       Limited.

Gender             11.03 In this Agreement unless the context otherwise requires
                   words importing the singular number shall include the plural
                   number and vice versa and words importing a gender shall
                   include every gender and references to persons corporate or
                   unincorporate.

Lettable Floor     11.04 For the purposes of special Conditions 1, 2 and 3 of
Area               the Fourth Schedule hereto, the lettable floor area of the
                   Premises therein shall be deemed to be as follows:-


                                        Premises     Lettable Floor Area
                                        --------     -------------------
                                        27th Floor   14,441 square feet

Name of Building   11.05 The Landlord reserves the right to name the Building
                   with any such name or style as it in its sole discretion may
                   determine and at any time and from time to time to change,
                   alter, substitute or abandon any such name without thereby
                   becoming liable to compensate the Tenant for any loss expense
                   or inconvenience caused to the Tenant as a consequence
                   thereof provided that the Landlord shall give the Tenant and
                   the Postal and other relevant Government

                                      -56-
<PAGE>

                   Authorities not less than three months' notice of its
                   intention so to do.

Alterations to     11.06 The Landlord reserves the right from time to time to
the Building       improve extend or add to or reduce the Building or in any
                   manner whatsoever to alter or deal with the Building (other
                   than the Premises) provided that the Landlord shall exercise
                   its rights in this respect in a manner that is reasonable in
                   all the circumstances.

Condonation not    11.07 No condoning, excusing or overlooking by the Landlord
a waiver           of any default, breach or non-observance or non-performance
                   by the Tenant at any time or times of any of the agreements
                   stipulations terms and conditions herein contained shall
                   operate as a waiver of the any party's rights hereunder in
                   respect of any continuing or subsequent default, breach or
                   non-observance or non-performance or so as to defeat or
                   affect in any way the rights and remedies of that party
                   hereunder in respect of any such continuing or subsequent
                   default or breach and no waiver by that party shall be
                   inferred from or implied by anything done or omitted by that
                   party, unless expressed in writing and signed by that party.
                   Any consent given by the Landlord shall operate as a consent
                   only for the particular matter to which it relates and shall
                   in no way be considered as a waiver or release of any

                                      -57-
<PAGE>

                   of the provisions hereof nor shall it be construed as
                   dispensing with the necessity of obtaining the specific
                   written consent of the Landlord in the future, unless
                   expressly so provided.

Letting Notices    11.08 During the three months immediately before the
and Entry          expiration or sooner determination of the Term the Landlord
                   shall be at liberty to affix and maintain without
                   interference or disturbance to the business of the Tenant
                   upon any external part of the Premises a notice stating that
                   the Premises are to be let and such other information in
                   connection therewith as the Landlord shall reasonably
                   require.

Service of         11.09 Any notice required to be served on the Tenant shall be
Notices            sufficiently served if delivered or despatched by registered
                   post to or left at the Premises. Any notice required to be
                   served on the Landlord shall be sufficiently served if
                   delivered or despatched by registered post to its registered
                   office from time to time. A notice sent by registered post
                   shall be deemed to be given at the time and date of posting.

Stamp Duty and     11.10 Each of the parties hereto shall bear its own legal
Costs              costs in relation to the preparation approval and execution
                   of this Agreement. The stamp duty hereon and Land Registry
                   fees (if any) shall be borne by the Landlord and the Tenant
                   in equal shares.

                                      -58-
<PAGE>

Deed of Mutual     11.11 The Tenant shall not do anything in contravention of
Covenant           any of the negative covenants terms and provisions in any
                   Deed of Mutual Covenant and Management Agreement now or at
                   any future time in force relating to the Building so far as
                   they relate to the Premises and shall indemnify the Landlord
                   against the breach non-observance or non-performance of this
                   Clause provided however that such documents shall not contain
                   any covenants or conditions expressed to be binding upon the
                   owner or occupier or any Tenant of any portion of the
                   Building which shall be incompatible with or place any
                   unreasonable restriction upon the proper use of the Premises
                   by the Tenant for the purposes of its legitimate business as
                   described in the Third Schedule and shall not derogate from
                   any of the rights and privileges granted to the Tenant by
                   virtue of the provisions of this Agreement.

No Key Money       11.12 The Tenant hereby expressly declares that for the grant
                   of the Term no key money or premium or construction money or
                   other consideration otherwise than the rent and other
                   payments herein expressly reserved and expressed to be
                   payable has been paid or will be payable to the Landlord or
                   to any person whomsoever.

                                      -59-
<PAGE>

Entire Agreement   11.13 This Agreement sets out the full agreement between the
                   parties. No warranties or representatives express or implied
                   of any kind other than those set out herein (if any) are or
                   have been made or given by the Landlord or by anybody on his
                   behalf and if any such warranties or representations express
                   or implied have been made, the same are withdrawn or deemed
                   to have been withdrawn immediately before the execution of
                   this Agreement.

Landlord's         11.14 The Landlord warrants to the Tenant that the Landlord
warranty           has the full and unrestricted right to let the Premises to
                   the tenant on the aforesaid terms and all consents and
                   permissions required for the grant of this Agreement by the
                   Landlord has been obtained by the Landlord. The Landlord must
                   keep the Tenant fully indemnified for any loss or damage they
                   may suffer by reason of the breach of such warranty.


                                  SECTION XII
                                  -----------
                              SPECIAL CONDITIONS

Special            12. The parties hereto further agree that they shall
Conditions         respectively be bound by and entitled to the benefit of the
                   Special conditions set forth in Schedule 4.

                                      -60-
<PAGE>

                   IN WITNESS whereof the parties have caused this document to
                   be executed the day and year first above written.

                                      -61-
<PAGE>

                           [FLOOR PLAN APPEARS HERE]

                                      -62-
<PAGE>

                     THE FIRST SCHEDULE ABOVE REFERRED TO
                     ------------------------------------



                                    PART I
                                    ------

LANDLORD                   :  MONANCE LIMITED

REGISTERED OFFICE          :  39th Floor, Hongkong Telecom Tower, Taikoo Place,
                              979 King's Road, Quarry Bay, Hong Kong

TENANT                     :  IASIAWORKS (HK) LIMITED

PLACE OF                   :  HONG KONG
INCORPORATION

REGISTERED OFFICE/         :  31st Floor, Shell Tower, Times Square, Causeway
PRINCIPAL PLACE               Bay, Hong Kong
OF BUSINESS


                                    PART II
                                    -------

THE BUILDING               :  The multi-storeyed commercial/office building
                              erected as part of the Development erected on
                              Section S and The Remaining Portion of Quarry Bay
                              Marine Lot No. 1 and known as:

                              HONGKONG TELECOM TOWER.
                              Taikoo Place,
                              979 King's Road,
                              Quarry Bay,
                              Hong Kong.

                                     -63-
<PAGE>

                        :  All Those 27th Floor of the Building which for the
                           purposes of identification only are shown and
                           coloured Pink on the 27th Floor Plan hereto annexed.


                                   PART III
                                   --------

TERM                    :  A term of three (3) years commencing on the 15/th/
                           day of March 2000 and expiring on the 14/th/ day of
                           March 2003 (both days inclusive).


                                    PART IV
                                    -------


RENT FREE PERIOD        :  Notwithstanding anything to the contrary herein, a
                           rent free period of seven (7) months in the following
                           manner shall be given:

                                First three (3) months in year 1, i.e. 15.3.2000
                           to 14.6.2000, First two (2) months in year 2, i.e.
                           15.3.2001 to 14.5.2001 and First two (2) months in
                           year 3, i.e. 15.3.2002 to 14.5.2002, during which
                           rent free period the Tenant

                           (a)  shall not be required to pay rent or, subject to
                                sub-clause (c) below, Air-Conditioning Charges;

                                     -64-
<PAGE>

                           (b)  but shall be obliged to pay rates and Management
                                Charges and other outgoings payable by the
                                Tenant in manner hereinafter mentioned; and

                           (c)  in the event of air-conditioning being supplied
                                to any part of the Premises at the request of
                                the Tenant during the rent-free period, the
                                Tenant shall pay Air-Conditioning Charges at the
                                rate set out in Part II of the Second Schedule
                                hereto for the airconditioning supply during
                                Normal Business Hours, and at the rate mentioned
                                in Section IV, Clause 4.06(b) hereof for any
                                supply outside Normal Business Hours.

                                     -65-
<PAGE>

                     THE SECOND SCHEDULE ABOVE REFERRED TO
                     -------------------------------------

                                    PART I
                                    ------

                                     RENT
                                     ----

The rent shall be Hong Kong Dollars THREE HUNDRED AND THREE THOUSAND TWO HUNDRED
AND SIXTY-ONE Only (HK$303,261.00) per calendar month.

                                    PART II
                                    -------

                    PARTICULARS OF AIR-CONDITIONING CHARGES
                    ---------------------------------------

The Air-Conditioning Charge that will be payable with effect from the
commencement of the Term for air-conditioning supplied to the Premises during
Normal Business Hours will be HK$50,543.50 per month (subject to review).

                                   PART III
                                   --------

                              MANAGEMENT CHARGES
                              ------------------

The Management Charge that will be payable with effect from the commencement of
the Term as a due proportion of the cost to the Landlord of providing the
management services to the Common Areas and services of the Development will be
HK$33,214.30 per month (subject to review).

                                    PART IV
                                    -------

                                    DEPOSIT
                                    -------

The amount of the deposit that shall be paid to the Landlord in cash on the
signing hereof in accordance with Clause 9.01 of Section IX shall be in the sum
HK$1,161,056.40.

                                     -66-
<PAGE>

                     THE THIRD SCHEDULE ABOVE REFERRED TO
                     ------------------------------------

                                     USER
                                     ----

The Tenant will use the Premises for commercial offices for the purposes of the
business of the Tenant and/or its Related Companies only and for no other
purpose whatsoever.

                                     -67-
<PAGE>

                     THE FOURTH SCHEDULE ABOVE REFERRED TO
                     -------------------------------------

                              SPECIAL CONDITIONS

      HANDING OVER OF POSSESSION
      --------------------------

1.1   Vacant possession of the Premises shall be given by the Landlord to the
Tenant on the date of commencement of the Term.

1.2   Possession of the Premises shall be handed over by the Landlord to the
Tenant in the "as is" condition with the following fixtures and fittings.

(a)   Fully fitted suspended ceilings light boxes, air conditioning grills,
      diffusers, ducting, sprinkler system, grid and tiles.

(b)   A raised floor system incorporating floor tiles and the underfloor power
      grid.

(c)   The voice/data cable, subject to the Tenant and Landlord agreeing a fair
      purchase price. If no agreement can be reached, the voice/data cable shall
      be left in situ at no cost to the Tenant.

(d)   All pantries in an "as is" condition with the exception of the moveable
      fittings.

(e)   Blinds around the windows.

1.3   From the date of possession of the Premises handed over to the

                                     -68-
<PAGE>

      Tenant until the date of commencement of the Term the Premises shall be
      deemed to be held by the Tenant as the Landlord's licensee free of payment
      of rent but subject to payment by the Tenant during such period of all
      rates, Air-Conditioning Charges and Management Charges which would be
      payable in respect of the Premises during the Term, and to the observance
      and performance by the Tenant of the same terms and conditions of this
      Agreement which the Tenant would be obliged to observe and perform during
      the Term.

2.    TENANT'S RIGHT OF SUB-LETTING
      -----------------------------

      Notwithstanding the provisions of Clause 5.22 of this Agreement, the
Tenant may (subject to obtaining the prior written consent of the Head Landlord
and the Landlord such consent not to be unreasonably withheld) sublet the
Premises to any third party Provided that:

(a)   if the Tenant shall be desirous of sub-letting any portion of the Premises
      it shall notify the Landlord in writing of its intention so to do and
      shall provide to the Landlord particulars of:-

      (i)   the name and address of the proposed sub-tenant,
      (ii)  the portion of the Premises proposed to be sub-let ("the Sub-Let
            Portion) accompanied by a plan showing the position and dimensions
            thereof,
      (iii) the business proposed to be carried on by the proposed sub-tenant at
            the Sub-Let Portion;
      (iv)  the term of the proposed sub-letting,
      (v)   the proposed rent and other charges to be paid by the

                                     -69-
<PAGE>

                proposed sub-tenant PROVIDED THAT the rent payable by the sub-
                tenant shall not be less than the then current market rental and
                shall in any event not be less than the PSF Tenant's Rental as
                defined in sub-clause (d)(ii) hereof;

(b)   no sub-tenancy shall be granted for a period which would extend beyond
      the expiry date of the Term;

(c)   the lettable floor area of the Sub-Let Portion, when aggregated with the
      lettable floor area of all portions of the Premises in respect of which
      there shall be a subsisting sub-tenancy granted pursuant to this Special
      Condition 2, shall not exceed 5,776 square feet in the aggregate;

(d)   if the Tenant shall derive a profit from the sub-letting of the Sub-Let
      Portion, the Tenant shall be required to share such profit with the
      Landlord in accordance with the following formula:-
      (i)   the rent per square foot of the lettable floor area of the Sub-Let
            Portion derived by the Tenant from the sub-letting ("the PSF Sub-
            Letting Rental") shall be reasonably determined by the Landlord;
      (ii)  the rent per square foot of the lettable floor area of the Premises
            payable by the Tenant under this Agreement ("the PSF Tenant's
            Rental") shall be reasonably determined by the Landlord;
      (iii) if the PSF Sub-Letting Rental exceeds the PSF Tenant's Rental, the
            Tenant will in respect of each square foot of the lettable floor
            area of the Sub-Let Portion share the

                                     -70-
<PAGE>

              excess equally with the Landlord;

       (iv)   payment of the proportion of the PSF Sub-Letting Rental to which
              the Landlord is entitled under this sub-clause shall be made to
              the Landlord within 7 days from the date the relevant sub-letting
              rental is received by the Tenant;

       (v)    Air-Conditioning Charges and Management Charges shall not be taken
              into account for the purposes of this Clause and the Tenant will
              pass on all Air-Conditioning Charges and Management Charges and
              rates to its sub-tenant(s) at cost;

(e)    prior to entering into any sub-letting permitted hereunder, the Tenant
       shall procure that the sub-tenant enter into:

       (i)    direct covenants with the Head Landlord to perform and observe all
              the lessee's covenants and the other provisions of the Head Lease
              insofar as they relate to the Sub-Let Portion;

       (ii)   direct covenants with the Landlord to perform and observe all the
              covenants and conditions herein contained and on the Tenant's part
              to be performed and observed, insofar as they relate to the Sub-
              Let Portion;

(f)    any sub-letting permitted hereunder shall be on terms and conditions in
       every respect compatible with and contain covenants and restraints on the
       part of the sub-tenant no less onerous than those imposed upon the Tenant
       in this Agreement and the sub-tenant shall have no further right of sub-
       letting whatsoever;

                                     -71-
<PAGE>

(g)    The PSF Sub-Letting Rental exceeds the PSF Tenant's Rental, then all
       legal costs, stamp duty, registration fee and agency fee reasonably
       incurred by the Landlord and/or the Tenant in connection with any sub-
       letting permitted hereunder shall be shared equally between the Landlord
       and the Tenant and shall be paid out of the Sub-Letting Rental received
       by the Tenant before any sharing is made pursuant to Special Condition
       2(d)(iii) hereof;

(h)    if the PSF Sub-Letting Rental is less than the PSF Tenant's Rental, the
       Tenant shall upon production of the relevant receipt(s) reimburse to the
       Landlord all reasonable legal costs incurred by the Landlord in respect
       of the approval of the sub-tenancy agreement;

(i)    the Tenant shall not erect upon the Premises or the Building or any part
       thereof any sign or other display advertising the availability of the
       Premises or any part thereof for letting or sub-letting or issue any
       pamphlet, publicity or advertisement in any form whatsoever with regard
       to any proposed letting or subletting without the prior written consent
       of the Landlord which may be withheld or granted subject to conditions at
       the entire discretion of the Landlord;

(j)    the Tenant shall upon the reasonable request of the Landlord use its best
       endeavours to enforce the terms and conditions of the sub-tenancy on the
       part of the sub-tenant to be observed and performed.

                                     -72-
<PAGE>

MONANCE LIMITED (the Landlord)                  )
                                                )
In the presence of:                             )
                                                )
                                                )



SIGNED by JoAnn Patrick-Ezzell,                 )
                                                )     For and on behalf of
its Director                                    )     iAsiaWorks (H.K.) Limited
                                                )
for & on behalf of IASIAWORKS (HK) LIMITED      )     /s/ JoAnn Patrick-Ezzell
                                                      ------------------------
                                                )     Authorized Signature
(the Tenant)                                    )
                                                )
in the presence of:                             )

  /s/  illegible
       HR DIRECTOR



RECEIVED the day and year first above written   )
                                                )
the sum of HONG-KONG DOLLARS ONE MILLION ONE    )   HK$1,161,056.40
                                                )   ===============
HUNDRED AND SIXTY ONE THOUSAND AND FIFTY SIX    )
                                                )
AND FORTY CENTS ONLY being the Deposit payable  )
                                                )
by the Tenant hereunder on signing hereof in    )
                                                )
accordance with Section IX Clause 9.01 hereof   )
                                                )
and Part IV of the Second Schedule hereto.      )

                                    -73-
<PAGE>

                           [FLOOR PLAN APPEARS HERE]