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                                                                  EXHIBIT 2.8


                                OFFICE PREMISES

                           DATED 21st FEBRUARY 1997.


                        WIDE HARVEST INVESTMENT LIMITED

                                      and

                NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED


            ********************************************************

                               TENANCY AGREEMENT

                                       of

             Suite Nos.6B, 7, 8 and 9 on the 15th Floor of Tower 1,
                  China Hong Kong City, China Ferry Terminal,
                             Canton Road, Kowloon.

           **********************************************************


                                BAKER & McKENZIE
                                   Solicitors
                              1401 Hutchison House
                                   Hong Kong
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                 AN AGREEMENT made the 21st day of February
                 One thousand nine hundred and ninety-seven


Parties          BETWEEN WIDE HARVEST INVESTMENT LIMITED whose registered
                 office is situate at 11th-12th Floors, Tsim Sha Tsui Centre,
                 Salisbury Road, Kowloon, Hong Kong (hereinafter called "the
                 Landlord which expression shall include its successors and
                 assigns") of the one part and the person, firm or company set
                 out in Part I of the First Schedule hereto (hereinafter called
                 "the Tenant") of the other part.

                 WHEREBY IT IS AGREED as follows:

Premises         1.       In consideration of the rent hereinafter mentioned
                 and of the terms by the Tenant hereinafter contained the
                 Landlord hereby lets and the Tenant hereby takes ALL THAT
                 Portion of the building as set out in Part II of the First
                 Schedule hereto forming part of the Office Towers of CHINA
                 HONG KONG CITY, CHINA FERRY TERMINAL Canton Road, Kowloon,
                 Hong Kong (hereinafter referred to as "the said building")
                 (which said Portion for the purpose of identification only is
                 delineated and described on the Plan hereto annexed and
                 thereon coloured Pink and marked "P") (hereinafter called "the
                 said premises") standing on ALL THAT piece or parcel of ground
                 registered in the Land Registry as KOWLOON INLAND LOT NO.
                 10743 TOGETHER with the use and enjoyment in common with the
                 Landlord and/the other persons entitled thereto of the
                 entrances, staircases, landings, lavatories, corridors and
                 passages in the said building insofar as the same are
                 necessary for the proper use and enjoyment of the said
                 premises AND TOGETHER with the use in common with others
                 having the like right of the lifts escalators and central
                 air-conditioning services serving the said premises whenever
                 the same shall be operating for the term defined in Part III
                 of the First Schedule hereto ("the said term") YIELDING AND
                 PAYING therefor throughout the term such rent and other
                 charges as are from time to time payable in advance and in
                 accordance with the Provisions set out in the Second Schedule
                 and subject to the Tenant's use, occupation and enjoyment of
                 the said premises only for the purposes set out in Part IV of
                 the First Schedule hereto and not for any other purposes
                 whatsoever.

Rental deposit   2.       The Tenant shall on the signing hereof deposit with
                 the Landlord the sum specified in Part V of the First Schedule
                 hereto (adjusted where necessary in the manner hereinafter
                 provided) as security for the due payment of the said rent and
                 the due observance and performance of the terms conditions and
                 stipulations herein contained and on the part of the Tenant to
                 be observed and performed and the said deposit shall be
                 retained by the Landlord throughout the said term free of any
                 interest to the Tenant with power for the Landlord without
                 prejudice to any other right or remedy hereunder to deduct
                 therefrom the amount of any rent. surcharge or other payments
                 that fall due under this Agreement and subject as aforesaid
                 the same or the balance thereof after satisfaction of the
                 amount of any costs, expenses, loss or damage sustained by the
                 Landlord as a result of any non-observance or non-performance
                 by the Tenant of any such agreement stipulation or condition
                 shall be returned to the Tenant without compensation or
                 interest within 45 days
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                 after the Tenant shall have delivered up vacant possession of
                 the said premises pursuant to Clause 5(j) hereof PROVIDED that
                 any sum already paid by way of part payment on account of the
                 deposit shall be automatically transferred as part payment of
                 the monies payable under this Clause and only the balance
                 shall then be payable at the time stipulated herein but
                 without prejudice to the Landlord's rights to claim any
                 further damages which the Landlord has sustained or may
                 sustain.

                 3.       The Tenant to the intent that the obligations
                 hereunder shall continue throughout the said term of tenancy
                 hereby agrees with the Landlord as follows:

Rent and                  (a)     (i)      To pay the said rent (Provided that
surcharge                                  the Tenant shall be entitled to
                                           45-days rent-free period from the
                                           commencement of the said term of
                                           tenancy) and surcharge on the days
                                           in manner aforesaid without any
                                           deduction or set-off.

Computation of                    (ii)     If the day on which the rent,
time of payment                            surcharge or other payments falls
                                           due under this Agreement is a
                                           public holiday, the relevant payment
                                           of rent, surcharge or otherwise
                                           shall be due and payable on the
                                           preceding business day.

                                  (iii)    If payment is made by the Tenant by
                                           cheque, such cheque must reach the
                                           office of the Landlord before 3:30
                                           o'clock in the afternoon if such
                                           payment is made on any weekday
                                           except Saturday, and before 12 noon
                                           if such payment is made on a
                                           Saturday otherwise the payment shall
                                           be deemed to have been paid by the
                                           Tenant on the following business day
                                           and the Tenant shall be deemed to
                                           have defaulted in making due
                                           payment.  For the avoidance of
                                           doubt, business day means a day on
                                           which banks are ordinarily open for
                                           business in Hong Kong.

Adjustment of                     (iv)     If at any time during the said term
charges                                    the operating cost relative to the
                                           supply of the said air-conditioning
                                           and/or the costs and expenses of
                                           management of the said building
                                           shall have risen over costs
                                           prevailing at the commencement
                                           of the said term the Landlord
                                           shall be entitled to serve one
                                           month's notice in writing upon
                                           the Tenant to increase the said
                                           surcharges or any of them by
                                           appropriate amount(s) and thereafter
                                           such increased charges shall
                                           prevail. Further increases shall be
                                           made in the same manner in the event
                                           of costs rising after an earlier 
                                           notice of increase shall have become
                                           operative. The Landlord's
                                           assessments of the appropriate
                                           increase shall be conclusive and
                                           binding on the Tenant.


Additional air-                   (v)      If the Tenant shall require
conditioning                               air-conditioning outside the
charges                                    hours set out in Clause 4(c) hereof,
                                           the same can normally be charges
                                           provided on not less than 48 hours
                                           notice in writing



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                                           stipulating at what time the Tenant
                                           shall require additional
                                           air-conditioning to the Landlord at
                                           such adjusted rates as may be
                                           charged by the Landlord from time to
                                           time.

                                  (vi)     Should the surcharge be increased in
                                           accordance with the provisions of
                                           Clause 3(a)(iv) of this Agreement or
                                           should there be any other increase
                                           in the rent during the term, the
                                           Tenant shall upon such increase
                                           becoming applicable pay to the
                                           Landlord by way of an increase in
                                           the said deposit a sum proportional
                                           thereto in order to restore the
                                           ratio of deposit to the rent plus
                                           the surcharge to that previously
                                           subsisting and the payment of such
                                           increase should be a condition
                                           precedent to the continuation of
                                           this tenancy.

Rates                     (b)     (i)      To pay and discharge punctually
                                           during the said term all rates,
                                           taxes, assessments, duties, charges,
                                           impositions and outgoings of an
                                           annual or recurring nature
                                           whatsoever now or hereafter to be
                                           assessed imposed or charged on the
                                           said premises or upon the owner or
                                           occupier in respect thereof by the
                                           Hong Kong Government or other lawful
                                           authority (Crown rent and Property
                                           Tax and outgoings of a capital or
                                           non-recurring nature only excepted).

                                  (ii)     In the event that an assessment to
                                           rates in respect of the said
                                           premises shall be raised directly
                                           upon the Landlord the Landlord shall
                                           during the month immediately
                                           preceding any quarter in respect of
                                           which such rates may fall due be at
                                           liberty to debit the Tenant with the
                                           amount thereof and the same shall
                                           forthwith be paid by the Tenant to
                                           the Landlord whereupon the Landlord
                                           shall account for the same to the
                                           Government of Hong Kong.

                                  (iii)    In the event that no valuation of
                                           the said premises shall have been
                                           made in accordance with the Rating
                                           Ordinance (Cap. 116) or any
                                           statutory amendment or modification
                                           thereof for the time being in force
                                           the Landlord shall be at liberty and
                                           entitled to make an interim
                                           valuation equivalent to 7.5 % of the
                                           annual rents of the said premises
                                           and to debit the Tenant with the
                                           amount which would be payable upon
                                           such interim valuation and the same
                                           shall forthwith be paid by the
                                           Tenant to the Landlord and any
                                           over-payment or under-payment by the
                                           Tenant on such interim valuation
                                           shall be adjusted when a valuation
                                           under the Rating Ordinance shall
                                           have been made known.

                                  (iv)     The Landlord shall be entitled to
                                           treat non-payment of any amount
                                           debited to the Tenant in accordance
                                           with the





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                                           foregoing provisions of this Clause
                                           or any part thereof in all respects
                                           as non-payment of rent under this
                                           Agreement.

Water, gas and            (c)     To pay and discharge punctually during the
electricity charges               said term all charges (including all necessary
                                  deposits) in respect of water, gas, electric
                                  light, power and telephones as may be shown
                                  by the separate meter or meters installed
                                  upon the said premises or by accounts rendered
                                  to the Tenant.

Cleaning charges          (d)     To keep the said premises in clean and
                                  sanitary condition and to employ cleaning
                                  contractors for the said premises which
                                  cleaning contractors shall be only such
                                  persons or such firm as may be nominated by
                                  the Landlord. Such cleaning contractors shall
                                  be employed at the sole expense of the Tenant
                                  and at the rate agreed by the Landlord with
                                  the contractors and on such terms and
                                  conditions which shall have been previously
                                  approved by the Landlord, all such payments to
                                  be made by the Tenant to such contractors
                                  direct. In case the Tenant shall have for
                                  disposal wet garbage or any garbage of a
                                  perishable nature including but not limited to
                                  food or food remains, the Tenant shall use
                                  plastic bags of such standards, size and
                                  thickness as shall be prescribed by the
                                  Landlord for the removal or disposal of such
                                  garbage and shall direct and procure cleaning
                                  contractors appointed as aforesaid to use such
                                  plastic bags for such purposes at the sole
                                  costs of the Tenant.

Interior Fitting out      (e)     To fit out the interior of the said premises
                                  in accordance with the drawings approved by
                                  the Landlord (which approval shall not be
                                  unreasonably withheld or delayed). The Tenant
                                  will not cause or permit to be made any
                                  variation to the interior design or layout of
                                  the said premises without the prior written
                                  approval of the Landlord first having been
                                  obtained (such approval shall not be
                                  unreasonably withheld).

Fitting up                (f)     To fit up the said premises in a style and
                                  manner appropriate to a first class office
                                  building and so to maintain the same
                                  throughout the said term in good condition and
                                  repair to the satisfaction of the Landlord
                                  (fair wear and tear, inherent defects, damages
                                  caused by fire, whiteants (not attributable to
                                  the act default or neglect of the Tenant),
                                  storm, typhoon, earthquake, acts of God and
                                  Force Majeure excepted).

Decoration works          (g)     To construct at the Tenant's own expense
by the Tenant                     within the said premises or furnish items to
                                  the said premises as follows:-

                                  (i)     (a)      A ceiling of non-combustible
                                                   material and electrical light
                                                   fittings. In case of
                                                   extension or relocation of
                                                   the sprinkler heads and/or
                                                   the smoke detectors and other
                                                   fire services equipment
                                                   installed by the Landlord is





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                                                   needed, the cost of such work
                                                   will be paid by the Tenant.

                                          (b)      Vertical window blinds,
                                                   tracks and fittings at
                                                   Tenant's expenses.

                                  (ii)    Paint and decorate the interior of the
                                          said premises.

                                  (iii)   Furnish and install floor fill and
                                          floor finishes.  PVC tiles shall not
                                          be used unless approved by the
                                          Landlord (which approval shall not be
                                          unreasonably withheld).

                                  (iv)    With the relevant plan showing all the
                                          details including but not limiting to
                                          the gauge of wire, etc. duly approved
                                          in writing in advance by the Landlord
                                          (which approval shall not be
                                          unreasonably withheld or delayed),
                                          complete all internal electrical and
                                          mechanical installations (heating,
                                          ventilation, air-conditioning,
                                          plumbing, drainage and fire services)
                                          of workmanships and materials of a
                                          standard to the reasonable approval of
                                          the Landlord.

                                  (v)     Furnish and install or arrange for the
                                          installation of telephones as well as
                                          other Tenant's requirements within the
                                          said premises together with such
                                          meters as are necessary to measure the
                                          Tenant's consumption thereof.

                                  (vi)    Install, support and connect all
                                          lighting fixtures, including lamps,
                                          switches and wiring, save that in the
                                          case of support involving cutting into
                                          structure prior written approval of
                                          the Landlord will be required (which
                                          approval shall not be unreasonably
                                          withheld or delayed).

                                  (vii)   Install such fire extinguishers or
                                          other means of fire-fighting equipment
                                          inside the said premises as may be
                                          required from time to time by all
                                          relevant Ordinances and regulations of
                                          the Hong Kong Government.

Telephone System         (h)      To install at the Tenant's own expense empty
                                  conduits for telephone service to the said
                                  premises. Telephone service to the premises
                                  shall only be installed by the Hong Kong
                                  Telephone Company Limited and the Tenant shall
                                  leave pull wire in all conduits and pay to the
                                  Landlord the expenses incurred in the
                                  installation of telephone jacks and conduits
                                  to the said premises.

Electrical Testing       (i)      To test all circuits for shorts and ground and
                                  to balance loads on all panels.

Pass for Service         (j)      The Tenant agrees that permanent utility lines
                                  may pass through the




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                                  ceiling cavity of the said premises to service
                                  other premises and areas in the said building.

Building Service         (k)      To employ at the Tenant's expenses only such
& Builders' Work                  contractors as may be nominated by the
                                  Landlord from time to time for the purpose of
                                  designing and carrying out and installing all
                                  the necessary building services and builder's
                                  work as hereinafter defined in the said
                                  premises in manner as prescribed by the
                                  Landlord or its nominated contractors and in
                                  particular to pay the Landlord vetting fees
                                  consultancy fees and relating charges at the
                                  pre-determined scales as set out by the
                                  Landlord and notified to the Tenant. For the
                                  purpose of this sub-clause, subject to
                                  amendments/ alterations from time to time and
                                  to such extent as the Landlord shall in its
                                  discretion deem appropriate or necessary.

                                  (a)     The expression "building services"
                                          shall mean all mechanical and
                                          electrical engineering work and
                                          arrangement related to the said
                                          premises including but not confined to
                                          electrical air-conditioning, plumbing,
                                          building automation and fire fighting
                                          installation.

                                  (b)     The expression "Builders' work" shall
                                          mean all renovation work not specified
                                          under "building service" including but
                                          not confined to light track, light
                                          trough and graphic panel.

Submission of            (1)      (i)     All specifications, prints, copies and
Information                               drawing information or materials are
                                          to be furnished by the Tenant as
                                          required by the Landlord and shall be
                                          delivered to the Landlord's office.

                                  (ii)    Prior to the commencement of
                                          construction of Tenant's work, the
                                          Tenant shall furnish the Landlord with
                                          the following information and items:-

                                          (1)      The name and address of the
                                                   appointed designer/agent for
                                                   the said premises.

                                          (2)      The name(s) and address(es)
                                                   of the general contractor(s)
                                                   the Tenant intends to engage
                                                   in the construction of
                                                   Tenant's work.

                                          (3)      The name and address of the
                                                   Tenant's authorized
                                                   agent/representative, if any.

                                          (4)      The actual commencement date
                                                   of interior decoration and
                                                   the estimated date of
                                                   completion of decoration
                                                   work, fixturing work, and
                                                   date of projected opening.

                                  (iii)   The Tenant when notified by the
                                          Landlord has to submit





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                                          office layout drawing within 2 weeks
                                          to the Landlord for its approval.  The
                                          Landlord shall within 2 weeks of the
                                          Tenant's submission of the plans
                                          notify the Tenant of its approval or
                                          rejection of such plans.  If the
                                          Landlord shall reject such plans, the
                                          Landlord shall in the same notice
                                          specify the reasons for rejection and
                                          the manner in which the Landlord
                                          requires the Tenant to make to such
                                          plans.

                                  (iv)    For the nominated mechanical and
                                          electrical contractors to prepare the
                                          corresponding designs and drawings,
                                          the Tenant shall provide the Landlord
                                          the followings:-

                                          (1)      Three copies of the reflected
                                                   ceiling plan with schedule on
                                                   voltage, type, wattage,
                                                   quantity and location of
                                                   outlets for all light
                                                   fittings and
                                                   air-conditioning.

                                          (2)      Three copies of the floor
                                                   plan with partitions.

                                          (3)      Three layout prints of all
                                                   case work including the
                                                   location of all sockets,
                                                   switches, fuse box, telephone
                                                   points, size, weight and
                                                   location of safe, if any.

                                          (4)      Three sets of elevations to
                                                   describe the space with all
                                                   electric outlets.

Statutes, Codes &        (m)      The Tenant shall have the sole responsibility
Ordinances                        to comply with all applicable statutes, codes,
                                  ordinances and other regulations for all work
                                  performed by or on behalf of the Tenant within
                                  the said premises and the Landlord or the
                                  Landlord's agents or representative's approval
                                  of plans, specifications, calculations or of
                                  the Tenant's work shall not constitute any
                                  implication, representation or certification
                                  by the Landlord that the said improvements are
                                  in compliance with said statutes, codes,
                                  ordinances, and other regulations.

Inspection by            (n)      All Tenant's work shall be subject to the
Landlord                          inspection of the Landlord, the Landlord's
                                  Architect and Landlord's General Contractor
                                  from time to time during the period in which
                                  Tenant's work aforesaid is being performed.

Reimbursement to         (o)      The Landlord shall have the right to perform
                                  on behalf of and for the account of the
                                  Tenant, any of the Tenant's work which is the
                                  responsibility,of the Tenant hereunder. Such
                                  work shall be limited to work which the
                                  Landlord deems necessary to be done on an
                                  emergency basis, work caused by the Tenant's
                                  fault, and work which pertains to structural
                                  components, the general utility systems





                                     - 7 -


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                                  for the said Building and the erection of
                                  temporary safety barricades and temporary
                                  signs during construction.

Good repair of           (p)      To keep all the non-structural parts of the
interior                          interior of the said premises, the flooring
                                  and interior plaster or other finishing
                                  material or rendering to walls floors and
                                  ceilings, and the Landlord's fixtures therein
                                  and all addition thereto including doors,
                                  window, electric wires and installations and
                                  fittings for light and power in good clean,
                                  tenantable and proper repair and condition and
                                  properly preserved and painted as may be
                                  appropriate when from time to time required
                                  and to so maintain the same at the expense of
                                  the Tenant and deliver up the same to the
                                  Landlord at the expiration or sooner
                                  determination of the term in such repair and
                                  the like condition (fair wear and tear
                                  inherent defects, damages caused by fire
                                  whiteants (not attributable to the act default
                                  or neglect of the Tenant), storm, typhoon
                                  earthquake, acts of God and Force Majeure
                                  excepted).

Replacement of           (q)      To reimburse to the Landlord the cost of
windows                           replacing all broken and damaged windows door
                                  glass and fixtures within the said premises
                                  whether the same be broken or damaged by the
                                  negligence of the Tenant or owing to
                                  circumstances beyond the control of the
                                  Tenant.

Good repairs &           (r)      To keep all taps lavatories wash basins sinks
replacement of                    sanitary and water apparatus and other
sanitary apparatus                internal pipes and all drains (if any) in or
& electrical                      belonging to the inside of the said premises
wiring                            clean and in good order and repair and to keep
                                  in clean and good order and repair all other
                                  pipes and all wires cables conduits fittings
                                  and apparatus within or exclusively serving
                                  the said premises and used for or in
                                  connection with the services of water gas or
                                  electricity in the said premises (fair wear
                                  and tear inherent defects, damages caused
                                  by fire whiteants (not attributable to the act
                                  default or neglect of the Tenant), storm,
                                  typhoon earthquake, acts of God and Force
                                  Majeure save and excepted) and to repair or
                                  replace the same (including burnt out
                                  fluorescent tubes or light bulbs) at the
                                  expenses of the Tenant if so required by the
                                  Landlord or other competent authority. In the
                                  event of the Tenant failing to proceed
                                  diligently with the necessary repairs or
                                  replacements so required within 21 days after
                                  the Landlord has notified the Tenant in
                                  writing then the Landlord may proceed with
                                  such repairs or replacement and recover all
                                  costs incurred thereby from the Tenant as a
                                  debt.

Cleansing &              (s)      In the event of the pipes or drains of the
Clearing of Drains                said building becoming choked or stopped up
                                  owing to the careless use by the Tenant its
                                  servants agents licensees invitees the Tenant
                                  shall pay the costs incurred by the Landlord
                                  in cleansing and clearing the same from
                                  obstruction.





                                     - 8 -
<PAGE>   10
Entry by Landlord         (t)     To permit the Landlord or its agents with or
                                  without workmen or other persons authorised by
                                  it and with or without appliances at all
                                  reasonable times and upon prior appointment to
                                  enter into and upon the said premises and to
                                  examine the conditions thereof and thereupon
                                  the Landlord may serve upon the Tenant notice
                                  in writing specifying any repairs necessary to
                                  be done and require the Tenant forthwith to
                                  execute the same and if the Tenant shall not
                                  within 21 days after the service of such
                                  notice proceed diligently with the execution
                                  of such repairs then to permit the Landlord to
                                  enter upon the said premises and execute such
                                  repairs and the costs thereof (the amount
                                  thereof in case of difference to be determined
                                  by the Landlord's agent) together with the
                                  interest thereon at the rate of 2% per month
                                  calculated from the date on which such costs
                                  are incurred by the Landlord to be paid by the
                                  Tenant shall be a debt due from the Tenant to
                                  the Landlord and be forthwith recoverable by
                                  action.

Entry by the             (u)      To permit the Landlord or its authorised,
Landlord to carry                 agents at all reasonable times and with prior
out repairs and                   appointment to enter the said premises for the
take inventories                  purpose of taking inventories of fixtures
                                  therein and carrying out any repairs therein
                                  provided that in the event of emergency the
                                  Landlord or its authorised agents may without
                                  notice enter the said premises forcibly and
                                  the Tenant shall at its own expense reinstate
                                  the entrance to the said premises to its
                                  original position.

Entry by the             (v)      To keep all windows and doors of the said
Landlord to close                 premises closed and to permit the Landlord or
Windows and                       its servants and agents and others from time
doors                             to time during the said term to enter upon the
                                  said premises for the purpose of closing any
                                  doors or windows.

Notify Landlord          (w)      To notify the Landlord in writing of any
of damage                         accidents to or defects in the water pipes gas
                                  pipes electrical wire or fittings fixtures or
                                  other facilities provided by the Landlord in
                                  the said premises whether or not the Tenant is
                                  liable hereunder for the repair of the same
                                  forthwith upon the Tenant becoming aware
                                  whether actually or constructively of the same
                                  arising.

To make good &           (x)      To make good and pay for all damage caused by
take care of all                  the Tenant his Servants or licensees to any
articles provided                 fixtures fittings and other articles in the
by Landlord                       said premises and provided by the Landlord and
                                  shall take reasonable care of the same and
                                  shall not remove any of them from the said
                                  premises.

Repair of                (y)      To permit the Landlord and its duly authorised
neighbouring                      agents workmen and others appointed by it at
premises                          all reasonable times during the said term (but
                                  by prior appointment save in case of
                                  emergency) to enter into and upon the said
                                  premises and to execute any works of renewal





                                     - 9 -
<PAGE>   11
                                  cleansing alteration or repair to any adjacent
                                  or neighbouring premises or to the building of
                                  which the said premises form part.

Combustible or           (z)      Not to store or bring upon the said premises
dangerous goods                   or any part thereof any unlicensed arms
                                  ammunition gun-powder spirits saltpetre or
                                  kerosene any articles of a specially
                                  combustible inflammable or unlawful goods or
                                  dangerous nature.

Storage of goods         (aa)     Not to use the said premises or any part
                                  thereof for the storage of goods or
                                  merchandise other than in small quantities
                                  consistent with the nature of the Tenant's
                                  business by way of samples and exhibits.

Insurance against        (ab)     To indemnify the Landlord against any
loss/damage from                  proceedings actions claims or demands
Interior Defects                  whatsoever by any person for loss and damage
                                  suffered as a result of the want of repair of
                                  the interior of the said premises the repair
                                  of which the Tenant is responsible hereunder
                                  or the spread of fire or the overflow of water
                                  or the escape of any substance or anything
                                  from the said premises due to the default or
                                  negligence of the Tenant its servants agents
                                  licensees or customers; and to effect and
                                  maintain a policy or policies of insurance
                                  which should include the Landlord's properties
                                  and fixtures inside the said premises against
                                  the risks hereinbefore mentioned in a
                                  reputable insurance company to be approved by
                                  the Landlord (which approval shall not be
                                  unreasonably withheld) in such amount as the
                                  Landlord may reasonably determine and to
                                  produce to the Landlord the policy or policies
                                  and the receipt on request provided always
                                  that if the Tenant shall at any time fail to
                                  keep such insurance on foot the Landlord may
                                  do all things necessary to effect and maintain
                                  such insurance and any monies expended by the
                                  Landlord for that purpose shall be recoverable
                                  from the Tenant on demand.

Breach of                (ac)     Not to do or permit to be done anything
Insurance Policy                  whereby the policy or policies of the
                                  insurance of the said building against damage
                                  by fire or other risks for the time being
                                  subsisting may become void or voidable or
                                  whereby the rate of premium thereon may be
                                  increased and the premium and all expenses
                                  incurred by the Landlord in or about any
                                  renewal of such policy or policies rendered
                                  necessary by breach of this term shall be
                                  borne by the Tenant and shall be recoverable
                                  from the Tenant by the Landlord on demand.


Illegal or immoral       (ad)     Not to use or permit or suffer to be used the
purposes                          said premises or any part thereof for any
                                  illegal or immoral purposes.

Installation &           (ae)     (i)     To fit out the interior of the said
Alteration                                premises in accordance with the
                                          drawings approved by the Landlord and
                                          not without the prior written consent
                                          of the Landlord (which consent shall
                                          not be unreasonably withheld) to make
                                          any alteration or addition to the said
                                          premises or any part thereof either




                                     - 10 -

<PAGE>   12
                                          internally or externally or to any
                                          fixtures or fittings or electrical
                                          wiring or electrical mechanical or
                                          air-conditioning installations
                                          therein or to any item therein
                                          (whether or not of a structural
                                          nature).

                                  (ii)    Not to place in or upon any part of
                                          the said premises or the said building
                                          any equipment apparatus machinery or
                                          load likely to or which may cause
                                          damage thereto and not to cause permit
                                          or suffer any load to be placed in any
                                          part of the said premises if the
                                          weight of such load exceeds that
                                          permitted from time to time by the
                                          Landlord in using the said premises or
                                          the said building or any lifts serving
                                          the same or any other thing in or upon
                                          the said premises or the said
                                          building.

                                  (iii)   Not to install set up or affix or
                                          permit to be installed set up affixed
                                          in or upon the said premises or any
                                          part thereof in any manner whatsoever
                                          any engine or machinery or plant or
                                          air-conditioning or heating system.

                                  (iv)    To observe and comply with all rules
                                          regulations and instructions from time
                                          to time prescribed by the Landlord or
                                          its authorised representative or
                                          officer in carrying out any
                                          alterations additions or improvements
                                          to the said premises.

                                  (v)     To observe and comply with all rules
                                          regulations and instructions from time
                                          to time prescribed by The China Light
                                          & Power Company Limited or the
                                          relevant authority relating to the
                                          electrical wiring and installation in
                                          the said premises.

                                  (vi)    Not to cut maim injure damage alter or
                                          interfere with any of the walls
                                          structural members pipes drains
                                          appurtenances electrical cables wires
                                          fixtures or fittings of or in the said
                                          premises or any part thereof or suffer
                                          or permit the same to be done.

                                  (vii)   Not to change or in any way to alter
                                          the standard entrance doors provided
                                          by the Landlord for access to and
                                          egress from the said premises without
                                          having first obtained the written
                                          consent of the Landlord therefor
                                          (which consent shall not be
                                          unreasonably withheld or delayed).

                                  (viii)  Not to install additional locks bolts
                                          or additional fittings to the entrance
                                          doors of the said premises or in any
                                          way to cut or alter the same without
                                          having first obtained the written
                                          consent of the Landlord therefor
                                          (which consent shall not be
                                          unreasonably withheld or delayed).





                                     - 11 -
<PAGE>   13
                                  (ix)    To display and decorate the show
                                          windows up to a first class standard
                                          and in such manner as not to be
                                          offensive to the Landlord who has the
                                          right to require the removal of any
                                          part of the display as in the
                                          Landlord's absolute discretion
                                          considers offensive.

Protection from          (af)     To take all necessary precautions to protect
typhoon                           the interior of the said premises against
                                  damage by storm typhoon heavy rainfall or the
                                  like and in particular to ensure all exterior
                                  doors and windows are securely fastened upon
                                  the threat of such adverse weather conditions.

Subletting               (ag)     Not to assign underlet or otherwise part with
Assigning                         the possession of the said premises or any
                                  part thereof in any way whether by way of
                                  subletting lending sharing or other means
                                  whereby any organization company firm or
                                  person or persons not a party to this
                                  Agreement obtains the use or possession of the
                                  said 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 sub-letting sharing
                                  assignment or parting with the possession of
                                  the said premises (whether for monetary
                                  consideration or not) this Agreement shall
                                  absolutely determine and the Tenant shall
                                  forthwith vacate the said premises on notice
                                  to that effect from the Landlord. The Tenancy
                                  shall be personal to the Tenant named in 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:-

                                  (i)     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.

                                  (ii)    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
                                          said premises or any part thereof
                                          shall vest in the executors
                                          administrators personal
                                          representatives next of kin trustee or
                                          committee of any such individual.

                                  (iii)   In the case of a tenant which is a
                                          corporation any liquidation (save for
                                          the purpose of amalgamation).

                                  (iv)    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 said premises or any part thereof
                                          or does in fact use possess occupy or
                                          enjoy the same.


                                     - 12 -



<PAGE>   14
                                  (v)     The change of the Tenant's business
                                          name without the previous written
                                          consent of the Landlord which consent
                                          the Landlord may give or withhold at
                                          its discretion.

                                  Provided That notwithstanding anything herein
                                  contained the Tenant shall be entitled to
                                  share the use of the said premises with its
                                  subsidiaries or its holding company after
                                  submission of satisfactory proof to the
                                  Landlord.

Compliance with          (ah)     To carry out and comply with all ordinances
ordinance, Crown                  regulations by-laws and rules and all notices
Lease and Deed of                 and requirements of the appropriate government
Mutual Covenant                   authorities in connection with or in relation
                                  to the said premises and not to do anything or
                                  suffer or permit anything to be done in
                                  contravention of the provisions of the
                                  Conditions of Sale or Crown Lease and Deed of
                                  Mutual Covenant under which the Landlord holds
                                  the said premises and to indemnify the
                                  Landlord against any breach of the terms of
                                  this clause.

Noise                    (ai)     Not to do or permit or suffer to be done upon
                                  the said premises or any part thereof any
                                  music noise (including sound produced by
                                  broadcasting from Television, Radio and any
                                  apparatus or instrument capable of producing
                                  or reproducing music and sound) or other act
                                  matter or thing whatsoever which may be or
                                  tend to the nuisance annoyance damage or
                                  disturbance of the Landlord or the owners
                                  tenants lessees or occupiers of any adjoining
                                  or neighbouring premises.

Responsible for          (aj)     To be wholly responsible for and to indemnify
acts of servants                  the Landlord against all damage loss or injury
agents and                        occasioned to the said premises or any part of
licensees                         the said building or any adjacent or
                                  neighbouring premises to any person whether
                                  directly or indirectly through the defective
                                  or damaged conditions of any part of the
                                  interior of the said premises or any fixtures
                                  fittings wiring or piping therein for the
                                  repair of which the Tenant is responsible
                                  hereunder or through or in any way owing to
                                  the spread of fire or smoke or the leakage or
                                  overflow of water including storm or rain
                                  water from the said premises or any part
                                  thereof caused by the act default or neglect
                                  of the Tenant or the servants agents licensees
                                  or invitees of the Tenant.

Preparation of           (ak)     Not to prepare or permit or suffer to be
food                              prepared any food in the said premises.

Sleeping or              (al)     Not without the Landlord's prior permission in
domestic use                      writing, permit any person to remain in the
                                  said premises overnight.  Such permission
                                  shall only be given to enable the Tenant to
                                  post watchmen to look after the contents of
                                  the said premises, which shall not be used as
                                  sleeping quarters or as domestic premises
                                  within the meaning of the


                                     - 13 -

<PAGE>   15

                                  Landlord and Tenant (Consolidation) Ordinance
                                  for the time being in force.

Installation in          (am)     Not to lay, install, affix or attach any
Common Area,                      wiring, cables or other article or thing
etc.                              whatsoever in or upon any areas or parts of
                                  the Building in common use or in any place
                                  which is not hereby exclusively let to the
                                  Tenant.

Obstructions in          (an)     Not to encumber obstruct or permit to be
common area                       encumbered or obstructed with any boxes,
                                  packaging, merchandise, rubbish or other
                                  articles or obstructions of any kind or nature
                                  at any of the entrances, exits, staircases,
                                  landings, passages, lifts, escalators, lobbies
                                  or other parts of the said building not
                                  included in the said premises. In addition to
                                  any other remedies which the Landlord may have
                                  hereunder, the Landlord, its servants or
                                  agents may without any prior notice to the
                                  Tenant remove any such obstruction and dispose
                                  of the same as they may think fit without
                                  incurring any liability therefor and the
                                  Tenant shall on demand pay to the Landlord all
                                  costs and expenses incurred in such removal.

Signs                    (ao)     Not to affix, erect, attach, exhibit, display
                                  or permit or suffer so to be done upon any
                                  part within or on the exterior of the said
                                  premises or to or through any windows thereof
                                  any writing sign, decoration, signboard notice
                                  advertisement placard neon light or other
                                  device whether illuminated or not which may be
                                  visible from outside the said premises except
                                  the display of name-plate or signboard of the
                                  Tenant and their lawful subtenant or licensee
                                  at the entrance to the said premises the size
                                  and position of such name-plate or signboard
                                  shall be subject to the approval of the
                                  Landlord (which approval shall not be
                                  unreasonably withheld). The Landlord or its
                                  authorised agents shall have absolute
                                  discretion in granting or refusing such
                                  approval and any approval to be granted shall
                                  be subject to such conditions as the Landlord
                                  or its authorised agents may think fit. The
                                  Landlord or its authorised agents shall have
                                  the right to remove at the cost and expense of
                                  the Tenant any unauthorised writing, sign,
                                  decoration signboard notice advertisement
                                  placard neon light or device affixed or put up
                                  or displayed without the proper approval of
                                  the Landlord or its agents.

Sale by auction or       (ap)     Not to permit or suffer to be held upon the
etc.                              said premises any sales by auction, fire,
                                  bankruptcy, closing-down or sale of similar
                                  nature or any discount-type of retail business
                                  or any form of unethical business operation
                                  Provided that this clause shall not preclude
                                  genuine promotional, clearance or periodic
                                  seasonal sales.

Movement of safe         (aq)     Not to move any safe heavy machinery equipment
and heavy                         and freight bulky and heavy matter or fixtures
machinery                         in and out of the said building during normal
                                  office hours without first obtaining the
                                  Landlord's written consent



                                     - 14 -

<PAGE>   16
                                  (which consent shall not be unreasonably
                                  withheld).  The Tenant shall keep the Landlord
                                  indemnified against all damages sustained by
                                  any person or property and for any damages or
                                  monies paid out by the Landlord in settlement
                                  of any claim or judgments as well as legal
                                  costs incurred in connection therewith and all
                                  costs incurred in repairing any damage to the
                                  said building or its appurtenances resulting
                                  from movement of any heavy machinery equipment
                                  freight bulky matter or fixtures.  The Tenant
                                  requiring to move to and from the said
                                  building such items undertakes at all times to
                                  use the service lifts provided by Landlord for
                                  such purposes and to notify Landlord and
                                  arrange with the Landlord a suitable time for
                                  such deliveries to be effected.

Adjacent                 (ar)     If any excavation or other building works
excavation or                     shall be made or authorised in the vicinity of
shoring                           said building, the Tenant shall permit shoring
                                  the Landlord his servants or agents to enter
                                  the said premises to do such work as may be
                                  deemed necessary to preserve the exterior wall
                                  of the said building from injury or damage
                                  without any claim for damages or indemnity
                                  against the Landlord.

Floor loading            (as)     The Tenant shall not place any load upon any
                                  floor of the said premises in excess of the
                                  loading capacity for which the floor is
                                  designed. The Landlord preserves the right to
                                  prescribe the weight and position of all safes
                                  and any heavy articles which must be placed so
                                  as to distribute the weight. Business machines
                                  and mechanical equipment authorised by the
                                  Landlord shall be placed and maintained by the
                                  Tenant at the Tenant's expense in settings
                                  sufficient in the Landlord's judgment to
                                  absorb and prevent vibration noise and
                                  annoyance to occupiers of the other portions
                                  of the said building.

Vermin                   (at)     The Tenant shall take all due precautions to
                                  ensure that the said premises do not become
                                  infested with insects or vermin. In the event
                                  of the premises becoming so infested the
                                  Tenant shall pay the cost of extermination as
                                  arranged or approved by the Landlord and the
                                  selected exterminators shall be given full
                                  access to the said premises for such purpose.

Rules and                (au)     To observe faithfully and comply strictly with
Regulations                       such reasonable Rules and Regulations as the
                                  Landlord or the Landlord's agents from time to
                                  time prescribe for the proper management and
                                  maintenance of the said premises and the said
                                  building. Notice of any additional Rules or
                                  Regulations shall be given in such manner as
                                  the Landlord may elect. The Rules and
                                  Regulations set out in the Third Schedule
                                  hereto and such additional Rules or
                                  Regulations shall constitute the initial Rules
                                  and Regulations binding upon the Tenant and
                                  shall have the same force and effect as if set
                                  out in the body of this agreement provided
                                  that in case of any conflict between the Rules
                                  and

                                     - 15 -

<PAGE>   17
                                  Regulations and the context of this Agreement,
                                  the latter shall prevail.

Keep premises            (av)     To keep the said premises well and
well lighted                      sufficiently lighted throughout the business
                                  hours of the Tenant.

No incense to be         (aw)     Not to burn or permit to be burnt incense in
burnt                             the said premises or in any part of the said
                                  building.

Fire Risk                (ax)     Not to do or permit any act or thing to be
                                  done which is likely to cause any fire risk or
                                  other hazard in the said building.

Loading &                (ay)     To ensure that the Tenant's employees servants
Unloading Areas                   agents or visitors do not obstruct those areas
                                  of the building allocated to temporary vehicle
                                  parking or designated as loading/unloading
                                  areas and at all times comply with the
                                  directions of the Landlord staff and
                                  accredited agents in exercising due control of
                                  such areas and the delivery of goods
                                  generally.

Toilet Facilities        (az)     To use in common with others the lavatories
                                  and washing accommodations and facilities
                                  provided by the Landlord in the said building
                                  and not to permit or suffer the same to be
                                  used in any improper manner or whereby the
                                  soil or waste pipes may become impeded or
                                  blocked and at all times to indemnify the
                                  Landlord against liability for damage by the
                                  escape of water caused by the negligence of
                                  the Tenant to the properties or effects of the
                                  tenants or occupiers of the other part of the
                                  said building.

Parking                  (ba)     Not to park in obstruct or otherwise use nor
                                  permit any employee agent or licencee of the
                                  Tenant to park in obstruct or otherwise use
                                  these areas of the said building allocated to
                                  the parking or movement of or access for
                                  vehicles or designated as loading/unloading
                                  areas otherwise than in accordance with the
                                  regulations from time to time made by the
                                  Landlord.

Use of building          (bb)     Not without the previous written consent of
name                              the Landlord to use or permit to be used the
                                  name/logo or any part of the name/logo of the
                                  Landlord or of the said building or any
                                  picture representation or likeness of the
                                  whole or any part of such name/logo or of the
                                  said building or of the said premises in
                                  connection with the business or operations of
                                  the Tenant or for any purpose whatsoever other
                                  than to indicate the address and place of
                                  business of the Tenant.

                 4.      The Landlord hereby, agrees with the Tenant
                         as follows: -

Quiet enjoyment          (a)      To permit the Tenant (duly paying the rent
                                  surcharge and rates and observing and
                                  performing the terms and conditions herein
                                  contained) to have quiet possession and
                                  enjoyment of the said premises during



                                     - 16 -

<PAGE>   18
                                  the said term without any interruption by the
                                  Landlord or any person or persons lawfully
                                  claiming through under or in trust for the
                                  Landlord.

Roof and main            (b)      To amend and repair such defects in the roof,
structure                         main electricity supply cables, main drain
                                  pipes, main walls and exterior windows frames
                                  of the said building and the structural parts
                                  of the said premises and the said building and
                                  the lifts and the central air-conditioning
                                  plant therein as the Landlord shall discover
                                  or as the Tenant or other authorised person or
                                  Authority shall by notice in writing bring to
                                  the attention of the Landlord and to maintain
                                  the same in a proper state of repair and
                                  condition at the cost of the Landlord PROVIDED
                                  that the Landlord shall be entitled to be
                                  given a reasonable period of time wherein to
                                  view any such defects and to amend and repair
                                  the same.

Air-conditioning         (c)      To provide and maintain lifts, escalators
services                          air-conditioning service during the hours of
                                  8:00 o'clock in the forenoon to 6:00 o'clock
                                  in the afternoon on weekdays and during the
                                  hours of 8:00 o'clock in the forenoon to 2:00
                                  o'clock in the afternoon on Saturdays
                                  (excluding Sundays and public holidays). The
                                  supply of air-conditioning shall be controlled
                                  and regulated by the Landlord at its sole
                                  discretion, and also such electricity as is
                                  attributable to lights of the entrances,
                                  passages, corridors, staircases, landings and
                                  lavatories PROVIDED however the Landlord shall
                                  neither be liable to pay compensation to the
                                  Tenant in respect of any period during which
                                  due to circumstances beyond the control of the
                                  Landlord the proper operation of the said
                                  lifts or central air-conditioning plant shall
                                  be interrupted as the result of defects,
                                  mechanical failure or breakdown or need for
                                  repair or overhaul, nor shall the Landlord be
                                  liable thereby to grant any abatement of rent
                                  and/or air-conditioning service charge in
                                  respect of such interruption.

Crown Rent and           (d)      To pay the Crown Rent and Property Tax and
property Tax                      outgoings of a capital or non-recurring nature
                                  for the time being payable in respect of the
                                  said premises.

Maintenance of           (e)      (i)     To be responsible for the maintenance
common parts                              lighting cleaning operating and
                                          servicing of all the common parts of
                                          the said building.

                                  (ii)    To carry out all necessary decoration
                                          to the common parts of the said
                                          building as and when the Landlord
                                          shall in its absolute discretion
                                          decide the same is necessary.

                                  (iii)   To keep the common parts toilets and
                                          other parts of the said building for
                                          common use clean and in proper
                                          condition.


                                     - 17 -

<PAGE>   19
                                  (iv)    To use its best endeavours to maintain
                                          lifts escalators fire and security
                                          services equipment air-conditioning
                                          plant and other facilities of the said
                                          building in proper working order.

Directory board          (f)      To provide and maintain at the main entrances
                                  and in all other appropriate places suitable
                                  directory boards indicating to all persons
                                  entering the said building the whereabouts of
                                  the said premises with the Tenant's name in
                                  such uniform lettering or characters as shall
                                  be designated by the Landlord. For the
                                  avoidance of doubt, the expression "the
                                  Tenant's name" herein contained shall mean the
                                  name of the Tenant as set out in First
                                  Schedule of this Agreement and if the Tenant
                                  carries on business under a name other than
                                  his own name such expression shall mean the
                                  first of his business names as the Landlord
                                  shall be notified by the Tenant. For any
                                  subsequent change of the name of the Tenant or
                                  his business name which necessitates the
                                  replacement of the directory board or name
                                  plates thereon, the costs for the new
                                  directory boards and the new name plates shall
                                  be borne solely by the Tenant.

                 5.      It is hereby expressly provided as follows: -

Default                  (a)      (i)     If the rent or the surcharge reserved
                                  or interest thereon, if any, or any part
                                  thereof shall be unpaid (whether formally or
                                  legally demanded or not) for fifteen days next
                                  after any of the days on which the same ought
                                  to have been paid or in the case of the breach
                                  or non-performance of any of the stipulations
                                  and agreements herein contained on the part of
                                  the Tenant to be kept done or performed or if
                                  the Tenant shall become bankrupt or go into
                                  liquidation (save and except voluntary
                                  liquidation for the purpose of amalgamation)
                                  it shall be lawful for the Landlord at any
                                  time thereafter to re-enter into and upon the
                                  said premises or any part thereof in the name
                                  of the whole and thereupon this Agreement
                                  shall absolutely determine but without
                                  prejudice to the right of action of the
                                  Landlord in respect of any breach by the
                                  Tenant of the terms of this Agreement.  All
                                  costs and expenses incurred by the Landlord in
                                  demanding the rent and the surcharge and other
                                  charges (if the Landlord elects to demand)
                                  shall be paid by the Tenant and shall be
                                  recoverable from him as a debt.

                                  (ii)    Notwithstanding anything hereinbefore
                                          contained in the event of default in
                                          payment of rent and the surcharge on
                                          the date on which the same falls due
                                          for payment, the Tenant shall further
                                          pay to the Landlord on demand interest
                                          on the amount in arrears at the rate
                                          of (1.5%) per month calculated from
                                          the date on which the same became due
                                          for payment (as stipulated in Clause 1
                                          hereof) until the date of payment as


                                     - 18 -
<PAGE>   20
                                          liquidated damages and not as penalty
                                          provided that the demand and/or
                                          receipt by the Landlord of interest
                                          pursuant to this provision shall be
                                          without prejudice to and shall not
                                          affect the right of the Landlord to
                                          exercise any other right or remedy
                                          hereof (including the right of re-
                                          entry) exercisable under the terms of
                                          this Agreement.

                                  (iii)   Notwithstanding anything herein
                                          contained in the event of default in
                                          payment of the surcharge on the date
                                          on which the same falls due for
                                          payment or any interest thereon the
                                          Landlord shall in addition to its
                                          other rights under the terms of this
                                          Agreement be entitled to disconnect
                                          the supply of air-conditioning to the
                                          said premises until the amount in
                                          arrears shall have been fully paid by
                                          the Tenant without incurring any
                                          liability to the Tenant for any loss
                                          or damages suffered by the Tenant as a
                                          result thereof.

Distraint                         (iv)    For the purpose of Part III of the
                                          Landlord and Tenant (Consolidation)
                                          Ordinance relating to distress for
                                          rent or of these presents the rent
                                          payable in respect of the said
                                          premises shall be and be deemed to be
                                          in arrear if not paid in advance at
                                          the time and in manner hereinbefore
                                          provided for payment therefor.  All
                                          costs and expenses for and incidental
                                          to the distraint shall be paid by the
                                          Tenant and shall be recoverable from
                                          him as a debt.

Abatement                 (b)     If the said premises or any part thereof are
                                  rendered uninhabitable or inaccessible by fire
                                  water storm wind typhoon defective
                                  construction white ants earthquake subsidence
                                  of the ground or any calamity beyond the
                                  control of the Landlord and not attributable
                                  to any failure by the Tenant to observe and
                                  carry out the terms of this Agreement the rent
                                  rates and surcharge or a part thereof
                                  proportionate to the extent to which the said
                                  premises shall have been so rendered
                                  uninhabitable shall abate and cease to be
                                  payable until the same shall have been again
                                  rendered fit for occupation or accessible
                                  Provided That the Landlord shall repay to the
                                  Tenant any rent rates or surcharge which has
                                  been paid in advance And Provided Further that
                                  any dispute in relation to this clause shall
                                  be determined by an arbitrator in accordance
                                  with the Arbitration Ordinance Provided always
                                  that the Landlord shall not be required to
                                  reinstate the said premises if by reason of
                                  the condition of the same or any local
                                  Regulations or other circumstances beyond the
                                  control of the Landlord it is not practicable
                                  or reasonable to do so.  If the said premises
                                  shall not be reinstated within two months from
                                  the date of the event rendering the same to be
                                  uninhabitable or inaccessible then the Tenant
                                  shall be entitled to terminate the same by one
                                  month's prior notice in writing to the
                                  Landlord but without prejudice to either
                                  party's antecedent claim against the other and

                                     - 19 -
 
<PAGE>   21
                                  without prejudice to the Tenant's right to the
                                  refund of deposit paid hereunder.

Condemnation            (c)       If at any time during the continuance of this
                                  tenancy the competent authorities shall
                                  condemn the said building as a dangerous
                                  structure and it shall be pulled down or shall
                                  make a demolition order which shall become
                                  operative in respect of the said premises or
                                  any part thereof or a closure order in respect
                                  of a part of the said premises under their
                                  powers the tenancy hereby created shall cease
                                  as from the commencement of the pulling down
                                  of the said premises or from the time when
                                  such demolition or closure order shall become
                                  operative without prejudice to any antecedent
                                  claims by the Landlord or the Tenant and
                                  without prejudice to the Tenant's right to the
                                  refund of the deposit paid hereunder.

Expression               (d)      The expression "the Tenant" shall (where the
of Tenant                         context permits) mean and include the party or
                                  parties specifically named and shall not
                                  include the executors and administrators of
                                  any such party or where such party is a
                                  corporation any liquidator thereof.

Acceptance of rent       (e)      The acceptance of rent by the Landlord hereby
                                  stipulated shall not be deemed to operate as a
                                  waiver by the Landlord of any right to proceed
                                  against the Tenant in respect of a breach by
                                  the Tenant of any of the Tenant's obligations
                                  herein contained.

Fire and overflow        (f)      The Landlord shall not be under any liability
of water                          to the Tenant or to any other person
                                  whomsoever in respect of any loss or damage to
                                  person or property sustained by the Tenant or
                                  any such other person caused by or through or
                                  in any way owing to the overflow of water or
                                  the escape of fumes, smoke, fire or any other
                                  substance or thing from anywhere within the
                                  said building unless the same is caused by the
                                  act default or neglect of the Landlord. The
                                  Tenant shall fully and effectually indemnify
                                  the Landlord from and against all claims and
                                  demands made against the Landlord by any
                                  person in respect of any loss, damage or
                                  injury caused by or through or in any way
                                  owing to the overflow of water or the escape
                                  of fumes, smoke, fire or any other substance
                                  or thing from the said premises caused by the
                                  neglect or default of the Tenant his servants,
                                  agents or licensees or to the defective or
                                  damaged condition of the interior of the said
                                  premises or any fixtures or fittings for the
                                  repair of which the Tenant is responsible
                                  hereunder and against all costs and expenses
                                  incurred by the Landlord in respect of any
                                  such claim or demand.

Injury to Tenant         (g)      The Landlord, shall not be liable for any
caused by lifts,                  injury to the Tenant his servants licensees or
escalators                        invitees caused by any defect in or by the
                                  defective working of any lift or escalators
                                  in the said building by the Landlord's
                                  servants or otherwise unless the same is 
                                  caused by the act, default or neglect of the 
                                  Landlord.



                                     - 20 -

<PAGE>   22

Accidents and            (h)      The Landlord shall not be responsible to the
Injury to Tenant's                Tenant or the Tenant's licensees servants
chattel                           agents or other persons in the said premises
                                  or calling upon the Tenant for any accident
                                  happening or injury suffered or damage to or
                                  loss of any chattel or property sustained on
                                  the said premises or in the said building
                                  unless the same is caused by the act, default
                                  or neglect of the Landlord.

Re-Letting notices       (i)      During the three(3) months immediately
                                  preceding the determination of the said term
                                  of tenancy the Landlord shall be at liberty to
                                  affix and retain without interference upon any
                                  external part of the said premises a notice
                                  for re-letting the same and the Tenant shall
                                  permit persons with written authority from the
                                  Landlord or its agents at reasonable hours of
                                  the day and by prior appointment to view the
                                  said premises or any part thereof.

Delivery of vacant       (j)      The Tenant shall deliver up vacant possession
possession                        of the said premises to the Landlord with all
                                  the Landlord's fixtures fittings and additions
                                  therein and thereto at the expiration or
                                  sooner determination of this Agreement in good
                                  clean and tenantable repair and condition in
                                  accordance with the stipulations herein before
                                  contained together with all keys giving access
                                  to all parts of the said premises provided
                                  that where the Tenant has made any alterations
                                  or installed any fixtures fittings or
                                  additions in or to the said premises and
                                  notwithstanding that the Landlord's consent
                                  for so doing may have been obtained, the
                                  Landlord may at its sole discretion require
                                  the Tenant at the Tenant's sole cost and
                                  expense to reinstate or remove or do away with
                                  all or any such alterations fixtures fittings
                                  or additions or any part or portion thereof
                                  and to make good and repair in a proper and
                                  workman like manner any damage to the said
                                  premises and the Landlord's fixtures and
                                  fittings therein as a result thereof before
                                  delivering up the said premises to the
                                  Landlord.

Landlord not             (k)      The Landlord shall not be bound by any oral
bound by oral                     representations or oral promises with respect
representation                    to the said building and its appurtenances or
                                  in respect of the said premises except as
                                  herein expressly set forth with the object and
                                  intention that the whole of the agreement
                                  between the Landlord and the Tenant shall be
                                  set forth herein and in no way modified by any
                                  oral discussions which may have preceded the
                                  signing of this Agreement.

No waiver                (l)      No condoning excusing or overlooking by the
                                  Landlord of any default breach or
                                  non-observance or non-performance by the
                                  Tenant at any time or times of any of the
                                  Tenant's obligations herein contained shall
                                  operate as a waiver of the Landlord's rights
                                  hereunder in respect of any continuing or
                                  subsequent default breach of non-observance or
                                  non-performance or so as to defeat or affect
                                  in any way the right of the Landlord herein in
                                  respect of any such continuing or subsequent
                                  default or breach and no waiver by the


                                     - 21 -
<PAGE>   23
                                  Landlord shall be inferred from or implied by
                                  anything done or admitted by the Landlord
                                  unless expressed in writing and signed by the
                                  Landlord.

No excuse for            (m)      This Agreement and the obligation of the
non-payment of                    Tenant to pay rent and other sums due
rent                              hereunder and perform the Tenant's obligations
                                  hereunder shall in no way be affected impaired
                                  or excused because the Landlord is unable due
                                  to circumstances beyond his control to fulfil
                                  any of his obligations under this Agreement or
                                  to supply any service expressly or impliedly
                                  to be supplied or is unable to make any repair
                                  additions alterations or decoration or is
                                  unable to supply any equipment or fixtures if
                                  the Landlord is prevented or delayed from so
                                  doing by reason of strike labour troubles
                                  shortage of materials or any outside cause
                                  whatsoever or by reason of any order or
                                  regulation of any department of Hong Kong
                                  Government.

No actual eviction       (n)      The Landlord shall also have the right at any
in certain events                 time without constituting an actual or
                                  constructive eviction of the Tenant and
                                  without incurring any liability to the Tenant
                                  therefor to install or erect at the entrances
                                  passages passageways doorways corridors
                                  landings staircases lobbies or other public
                                  parts of the said building counters showcases
                                  or light boxes or to change the arrangement
                                  and/or location of entrances passageways doors
                                  doorways corridors landings staircases lobbies
                                  lifts escalators toilets or other public parts
                                  of the said building or any service or
                                  apparatus serving the said building and to
                                  change the name number or designation by which
                                  the said building is known.

Stamp Duty and           (o)      Each party shall pay its own legal costs for
legal costs                       the preparation and completion of this
                                  Agreement but the stamp duty payable on this
                                  Agreement shall be borne by the parties hereto
                                  in equal shares and the land registration fee
                                  (if any) shall be paid by the Tenant.

Service of notice        (p)      Any notice hereunder shall be in writing and
                                  any notice to be served by one party on the
                                  other party under the terms of this Agreement
                                  shall be duly served if left at or despatched
                                  by registered post to the last known address
                                  of the other party in Hong Kong.

Approval of              (q)      No approval by the Landlord is valid unless it
Landlord                          is in writing and signed by the Landlord or
                                  its authorised agents.

No premium or            (r)      The Tenant hereby expressly admits and
fine                              declares that no premium or fine or other
                                  consideration or key money has been paid to
                                  the Landlord by the Tenant for the creation of
                                  this tenancy.

Sale and                 (s)      If at any time during the tenancy hereby
redevelopment                     created the Landlord shall enter into a
                                  contract for the sale of the said building or
                                  of any part thereof which shall include the
                                  said premises or if the Landlord

                                     - 22 -
<PAGE>   24
                                  shall resolve to redevelop the said building
                                  or any part thereof whether wholly by
                                  demolition and rebuilding or otherwise, or
                                  partially by renovation, refurbishment or
                                  otherwise (which intention so to redevelop
                                  shall be sufficiently evidenced by a copy of a
                                  Resolution of its Directors certified to be a
                                  true and correct copy by its Secretary) then
                                  in either of such events the Landlord shall be
                                  entitled to give six clear calendar months'
                                  notice in writing expiring at the end of any
                                  calendar month during the tenancy hereby
                                  created terminating this Agreement and
                                  immediately upon the expiration of such notice
                                  this Agreement and everything herein contained
                                  shall cease and be void but without prejudice
                                  to the rights and remedies of either party
                                  against the other in respect of any antecedent
                                  claim or breach of any of the agreements or
                                  stipulations herein set out.

Reservation of            (t)     The Landlord reserves the right exercisable at
Rights                            any time or times:-

                                  (i)     To change the name or description of
                                          the said building or any part thereof,

                                  (ii)    To make or cause to be made any
                                          structural or non-structural
                                          alteration or improvement in or
                                          addition to entrances landings
                                          staircases driveways passages lobbies
                                          or any part of the said building in
                                          common use, without incurring any
                                          liability to make any payment to the
                                          Tenant on any account whatsoever
                                          provided that in the happening of case
                                          (i) hereof the Landlord shall give to
                                          the Tenant and the Postal and other
                                          Government Authorities not less than
                                          three months' notice in writing or any
                                          such change.

                                  (iii)   The Landlord reserves the right from
                                          time to time and by notice in writing
                                          to the Tenant to make and introduce
                                          and subsequently amend adapt or
                                          abolish if necessary such regulations
                                          as it may consider necessary for the
                                          management and maintenance of the said
                                          building as a first class commercial
                                          Building.

                                  (iv)    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.

Special Condition        (u)      The parties hereto hereby agree that the terms
                                  or conditions or matters set out in the Fourth
                                  Schedule hereto (if any) shall apply to this
                                  Agreement and shall be incorporated as an
                                  integral part of the Agreement.

                                     - 23 -
<PAGE>   25
Joint and Several        (v)      In this Agreement where the context so
Liability                         permits or requires the words importing the
                                  singular number shall include the plural
                                  number and vice versa and word importing the
                                  masculine gender shall include the feminine
                                  gender and neuter gender and where there are
                                  two or more persons included in the expression
                                  "the Tenant" covenants expressed to be made by
                                  the Tenant shall be deemed to be made by such
                                  persons jointly and severally.

Marginal notes           (w)      The marginal notes are intended for guidance
                                  only and do not form part of this Agreement
                                  nor shall any of the provisions of this
                                  Agreement be construed or interpreted by
                                  reference thereto or in any way affected or
                                  limited thereby.


                                     - 24 -
<PAGE>   26
                      THE FIRST SCHEDULE ABOVE REFERRED TO

                                     PART I


NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED whose registered office is
situate at Unit 513-520, No. 1 Hung To Road, Kwun Tong, Kowloon, Hong Kong.


                               PART II - PREMISES


Suite Nos.6B, 7, 8 and 9 on the 15th Floor of Tower 1 of China Hong Kong City,
China Ferry Terminal, Canton Road, Kowloon which for the purposes of
identification only is shown on the Floor Plan annexed hereto and thereon
coloured Pink.


                                PART III - TERM


Two years eleven months and eighteen days commencing from the 14th day of
February 1997 to the 31st day of January 2000 (both days inclusive).


                                 PART IV - USER


To use or occupy the said premises or any part thereof solely and exclusively
for the purpose of office which shall not be changed without the previous
written consent of the Landlord and in particular not to use or permit the same
to be used for domestic purpose or for shops or as sleeping quarters and not to
allow any person to remain in the said premises overnight (save and except a
watchman posted by the Tenant).


                                PART V - DEPOSIT


The deposit subject to increase in accordance with Clause 3(a)(vi) of this
Agreement shall be HK$479,514.00.


                                     - 25 -

<PAGE>   27
                     THE SECOND SCHEDULE ABOVE REFERRED TO

                                     PART I

                              PARTICULARS OF RENT


(1)      The rent for the period from 14th February 1997 to 13th February 1999
         shall be HK$138,321.00 per calendar month.

(2)      The rent for the period from 14th February 1999 to 31st January 2000
         shall be at the then prevailing market rent to be agreed by the
         parties hereto.  Failing which it shall be decided by an independent
         valuer who shall be a suitably qualified Surveyor and shall, in the
         absence of agreement between the parties hereto, be appointed by the
         President for the time being of the Hong Kong Institution of Surveyors
         whose decision on the market rent shall be final and binding upon both
         parties.  The costs of the independent valuer shall be borne and paid
         by the Tenant solely.

         Rent is payable on the first day of each and every calendar month.


                                    PART II

                           PARTICULARS OF SURCHARGES


The monthly surcharge to cover the costs of building management and
air-conditioning throughout the said term subject to increase in accordance
with clause 3(a)(iv) of this Agreement shall be HK$21,517.00 per calendar month
payable in advance on the first day of each and every calendar month.


                                     - 26 -

<PAGE>   28
                      THE THIRD SCHEDULE ABOVE REFERRED TO

                             RULES AND REGULATIONS


1.       Plumbing fixture shall be used only for the purposes for which they
         were constructed.  No sweepings rubbish rags or other alien substances
         shall be deposited therein.  All costs for making good damage
         resulting from any misuse of the plumbing fixtures shall be borne by
         the Tenant.

2.       No Tenant shall drill into or in any way deface part of the said
         premises or the said building.  No drilling shall be permitted save
         with prior written approval of the Landlord (which approval shall not
         be unreasonably withheld or delayed) and as the Landlord may direct.

3.       Save with prior written consent of the Landlord, which consent will
         not normally be granted, no flagholes or aerials shall be erected, and
         no flags shall be flown from windows or elsewhere in or upon the said
         building.

4.       Each Tenant must upon the termination of his tenancy restore to the
         Landlord all keys of offices and toilet rooms used by the Tenant.

5.       All removals or the carrying in or out of furniture or bulky matter of
         any description must take place after office hours and during the
         hours which the Landlord or his agent may reasonably determine from
         time to time.  The Landlord reserves the right to exclude goods from
         the said building which violate any of these Rules and Regulations or
         the Agreement of which these Rules and Regulations are a part.

6.       No Tenant nor any of the Tenant's servants employees agents visitors
         or licensees shall bring into any passenger lift in the said building
         any goods effects chattels luggage bulky parcels food trays tiffin
         carriers or other space-occupying items and the Tenant shall ensure
         that such items are restricted to the designated lift.

7.       No Tenant shall do or permit to be done in the said premises or any
         part thereof any act which shall or might subject the Landlord to any
         liability or responsibility for injury to any person or to property.

8.       Windows shall remain closed or locked save in an emergency such as
         fire or break-down of the air-conditioning system and the reasonable
         extent necessary to enable the Tenant to clean the same.

9.       Canvassing touting and peddling in the said building is prohibited and
         each Tenant shall co-operate to prevent the same.

10.      Save with the prior written consent of the Landlord, which consent
         will not normally be granted, no cooking or preparation of food shall
         be permitted by any


                                     - 27 -

<PAGE>   29
         Tenant in the said premises.  No Tenant shall permit any unusual or
         objectionable odours to be produced upon or to permeate from the said
         premises.

11.      Not to do or permit or suffer anything in the said premises or in the
         said building which may be or go to be a nuisance or annoyance to the
         Landlord or any other Tenants or occupiers thereof or of any adjoining
         building or affect the reputation of the said building as a high class
         office building.

12.      The Tenant shall not install in the said premises any partitioning
         other than that supplied or approved by the Landlord (which approval
         shall not be unreasonably withheld or delayed).

13.      Not to keep or permit or suffer to be kept upon any part of the said
         premises any lives-stocks or animals and to carry out such pest
         control for the said premises upon the request by the Landlord for the
         said premises via nominated pest control companies at the Tenant's
         expense.

14.      All blinds and/or curtains used within the said premises shall conform
         externally to standard colour and design and such blinds and/or
         curtains shall be approved by the Landlord (which approval shall not
         be unreasonably withheld or delayed) so as to preserve a uniform
         external appearance.

15.      The Tenant shall not carry on or permit or suffer to be carried on in
         or upon the said premises or any part thereof any trade or business
         which the Landlord shall in its absolute discretion regard as
         dangerous noxious noisy or offensive.


                                     - 28 -



<PAGE>   30
                     THE FOURTH SCHEDULE ABOVE REFERRED TO

                               SPECIAL CONDITION


1.       The Landlord shall be responsible for the removal of the existing
fittings and partitioning in the said premises prior to the commencement of
this Agreement and shall provide new carpet and clean up/repair the fan coil
units within the said premises.

2.       The Landlord shall provide the Tenant with ceiling tiles prior to the
commencement of this Agreement but the Tenant shall install the same at its own
costs and expenses.


                                     - 29 -
<PAGE>   31
         AS WITNESS the hands of the parties hereto the day and year first
above written.


<TABLE>
<S>                                       <C>           <C>
SIGNED by                                 )
                                          )
        Justin Chiu of Sino Real Estate   )
        Agency Limited, a company duly    )
        authorised by the Board of        )             For and on behalf of
        Directors of the Landlord         )             SINO REAL ESTATE AGENCY LTD.
for and on behalf of the                  )             
Landlord whose signature is               )                   [SIG]
verified by: -                            )             ------------------------
                                                          Agent for the landlord for
                                                          the sole purpose of
        /s/ DEBBIE CHEUNG                                 execution of this Agreement
     ------------------------
        Debbie F. Cheung
      Solicitor, Hong Kong


SIGNED by  /s/ TADAO MURAKAMI             )             For and on behalf of
           -----------------------        )             NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED
             Tadao Murakami               )
                                          )                    [SIG]            
for and on behalf of the Tenant           )             ------------------------
in the presence of: -                     )                 Authorized Signature


           /s/ LAM LAI NGO                              For and on behalf of
           ------------------------                     SINO REAL ESTATE AGENCY LTD
              Lam Lai Ngo

R E C E I V E D  the day and year         )                    [SIG]
first above written of and from the       )             ------------------------
Tenant the sum of HONG KONG DOLLARS       )               Agent for the landlord for
FOUR HUNDRED SEVENTY NINE                 )               the sole purpose of
THOUSAND FIVE HUNDRED AND                 )               execution of this Agreement
FOURTEEN being the above mentioned deposit)             
to be paid by the Tenant to the Landlord. )               HK$479,514.00
                                                          =============
</TABLE>



                                     - 30 -

<PAGE>   32



                           [ILLUSTRATION -- TOWER 1]


                        [   9TH - 16TH TOWER FLOOR PLAN   ]