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EXHIBIT 4.8.1
   
 th
 1.
    
    The Vendor sells and the Purchaser purchases:-
 (a)
    
    the land described in the First Schedule hereto (the Property) for the
residue of the term of years with the right of renewal (if any) created by or (as the
case may be) for the entitlement to a government lease under the Government Lease
referred to in the First Schedule hereto (the Government Lease) absolutely Subject
to the payment of the due proportion of the Government rent and the performance and
observance of the provisions/Government Lessees covenants and conditions payable and
to be performed and observed in respect of the same; and(b)
    
    the fixtures and the furniture in the Property described in the First
Schedule hereto (if any) (the Fixtures and the Furniture).
 2.
    
    (a) 
  The purchase price for the Property and the Fixtures and the Furniture is the sums set
out in Part I of the Second Schedule hereto (the Purchase Price) which shall be paid and
satisfied by the Purchaser in manner set out in Part II of the Second Schedule hereto.
 (b)
    
    (i)
    In respect of each payment of the Purchase Price or any part thereof
required to be made hereunder, the party making such payment (the Payer) shall
deliver to the party to whom such payment is to be made (the Payee) on the date on
which such payment is required to be made hereunder a cashiers order issued by a
licensed bank in Hong Kong or a solicitors cheque drawn on a licensed bank in Hong
Kong in favour of the Payee for the relevant amount.
 (ii)
    
    Where the Purchase Price or any part thereof is required to
be applied by the Payee to discharge an existing mortgage, charge or
incumbrance, or to pay any person(s) who will be a party to the assignment on
completion of the sale and purchase herein, the Payee or the Payees
solicitors shall be entitled, by giving the Payer or Payers solicitors prior
notice in writing, to require the Payer to split such payment and deliver to
the Payees solicitors one or more cashiers order(s) or solicitors cheque(s)
issued in favour of the person(s) or party(ies) entitled to such payment(s)
and a separate
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cashiers order or solicitors cheque in favour of the Payee for the
balance. The provisions of sub-clause (i) above shall apply to such
cashiers orders or solicitors cheques.(iii)
    
    A Payer shall not be deemed to have discharged the
obligation to make payment hereunder unless in making such payment, the Payer
also complies with the provisions of this Clause.
       (a)
    
    the physical state and condition, quality or fitness of the fittings and
finishes or the installations incorporated in the Property or in the building of which
the Property forms part (the Building);(b)
    
    the physical state and condition of the Property or the Building;(c)
    
    the area of the Property;(d)
    
    the composition of the Property or the Building or the nature or manner of
their construction;(e)
    
    the fitness of the Property for development or the redevelopment potential of
the Property; and(f)
    
    the construction of the Property in accordance with plans approved by the
Building Authority or otherwise.
  10.
    
    (a)    Each party shall pay his own Solicitors costs of and incidental to the preparation,
approval and completion of this Agreement and the Assignment
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made pursuant to this Agreement Provided however that if the Purchaser shall
sub-sell the Property or any part or parts thereof to any sub-purchaser(s) at a
price or for a total price higher than the Purchase Price mentioned herein then the
excess of the cost (at half scale charge and by reference to the consideration in
the sub-sale contract(s)) charged by the Vendors solicitors shall be paid by the
Purchaser and Provided Further that if the Purchaser shall require the Vendor to
execute more than one assignment in respect of the Property on completion, then the
additional costs (at half scale charge) (if any) charged by the Vendors Solicitors
for approving such assignment or assignments shall be borne by the Purchaser.(b)
    
    All land registration fees and stamp duty payable in connection with this
sale and purchase (including but not limited to the land registration fees and stamp
duty payable on the agreement for sale (if any) referred to in Clause 1 in the Fifth
Schedule hereto and this Agreement and its counter-part and the Assignment made
pursuant to this Agreement) shall be borne by the Purchaser who shall indemnify and
keep the Vendor indemnified against any loss or damage suffered by the Vendor
resulting from any delay or default in payment of the said stamp duty.
  12.
    
    (a)    The Vendor shall give good title to the Property. The Vendor shall prove his title to
the Property in accordance with Section 13 of the Conveyancing and Property Ordinance, Cap.
219 at his own expense and shall at the like expenses make and furnish to the Purchaser or his
solicitors such certified copies of any deeds or documents of title wills and matters of
public record as may be necessary to prove such title. The costs of verifying the title by
inspection and examination, including search fees, shall be borne by the Purchaser who shall
also, if the Purchaser requires certified copies of any documents in the Vendors possession
relating to other premises retained by the Vendor as well as to the Property pay the costs of
such certified copies.
 (b)
    
    Such of the title deeds and documents as relate exclusively to the Property
will be delivered to the Purchaser. All other title deeds and documents in the
possession of the Vendor will be retained by the Vendor and the Vendor will, if
required on completion, give to the Purchaser a covenant for safe custody thereof and
for production and delivery of certified copies thereof, such covenant to be prepared
by and at the expenses of the Purchaser.(c)
    
    Any requisition or objection in respect of the title shall be delivered in
writing to the Vendors solicitors not later than seven (7) business days after the
date of receipt of the title deeds in respect of the Property by the Purchasers
Solicitors and any further requisition or objection arising upon any reply to a former
requisition shall be delivered in writing to the Vendors solicitors not later than
seven (7) business days after the date of receipt of
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such reply by the Purchasers solicitors, otherwise the same shall be deemed
waived.(d)
    
    If the Purchaser shall make and insist on any objection or requisition in
respect of the title, conveyance or any matter appearing on the title deeds or
particulars or conditions or otherwise of the Property which the Vendor shall be
unable or (on the grounds of difficulty, delay or expense or on any other reasonable
ground) unwilling to remove or comply with or if the title of the Vendor shall be
defective, the Vendor shall notwithstanding any previous negotiation or litigation be
at liberty on giving to the Purchaser or his solicitors not less than three (3)
business days notice in writing to annul the sale in which case, unless the objection
or requisition shall have been in the meantime withdrawn by the Purchaser or the same
shall have been removed or complied with by the Vendor, the sale shall at the
expiration of the notice be annulled the Purchaser being in that event entitled to a
return of all the said deposit or deposits but without interest, costs or compensation
and the parties hereto shall at their own respective costs enter into and cause to be
registered at the Land Registry an Agreement for Cancellation.
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23.
    
    (a)   If the Purchaser shall fail (other than due to the default of the Vendor) to complete the
purchase in accordance with the terms and conditions of this Agreement:-
 (i)
    
    all sums paid by the Purchaser up to 10% of the Purchase
Price by way of deposit shall be forfeited to the Vendor; and(ii)
    
    the Vendor may determine this Agreement without the need to
tender an assignment to the Purchaser.
 (b)
    
    Upon determination of this Agreement pursuant to Sub-clause (a) of this
Clause, the Vendor may resell the Property either by public auction or private
contract or in such other manner as the Vendor may in his discretion deem fit and
subject to such stipulations as the Vendor may think fit and any increase in price on
a resale shall belong to the Vendor. On a resale, any deficiency in price (after
taking into the amount forfeited) shall be made good and all reasonable expenses
attending such resale or attempted resale shall be borne by the Purchaser and such
deficiency and expenses shall be recoverable by the Vendor.(c)
    
    On the exercise of the Vendors right to determine this Agreement pursuant to
Sub-clause (a) of this Clause the Vendor shall have the right, if this Agreement shall
have been registered at the Land Registry, to register at the Land Registry an
instrument signed by the Vendor alone evidencing determination of the sale of the
Property as aforesaid.(d)
    
    This Clause shall not preclude or be deemed to preclude the Vendor from
taking other steps or remedies to enforce the Vendors rights under this Agreement or
otherwise.
    (a)
    
    the expressions specified below shall have the following meanings attributed
to them:-
 (i)
    
    business day  a day on which licensed banks in Hong Kong
are open for normal banking business;(ii)
    
    business hours  9:00 a.m. to 5:00 p.m. on a week day other
than Saturday and 9:00 a.m. to 1:00 p.m. on Saturday.
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(iii)
    
    Hong Kong  the Hong Kong Special Administrative Region of
the Peoples Republic of China.
 (b)
    
    If any of the date or dates stipulated herein for payment or for completion
shall fall on a day which is not a business day or shall fall on a day when typhoon
signal No.8 or above or black rainstorm signal is hoisted in Hong Kong at any time
during business hours, such date or dates for payment or completion (as the case may
be) shall automatically be postponed to the next business day.
   29.
    
    (a)   The Vendor hereby declares and confirms that he is the sole legal and beneficial owner of
the Property and that no third party (whether related or otherwise) has any right or interest
whatsoever, whether legal or equitable, in the Property. The Vendor hereby further declares
and confirms that the Vendor has the absolute right and interest in the Property and the
Property was purchased with the Vendors own monies.
 (b)
    
    If there shall be any third party claim to the proprietary interest in the
Property, whether legal or equitable, on or before the date for completion, the Vendor
shall serve written notice to the Purchaser to annul the sale of the Property
hereunder whereupon the Vendor shall forthwith return to the Purchaser the deposit
monies paid hereunder by the Purchaser and without prejudice to the Purchasers right
to claim against the Vendor for all losses and damages sustained by the Purchaser by
reason of the Vendors failure and/or inability to complete the sale in accordance
with the terms hereof and it shall not be necessary for the Purchaser to tender an
Assignment to the Vendor for execution.
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FIRST SCHEDULE
 1.
    
    The Property -
 (a)
    
    Lot number, sections, undivided shares, description and address etc.:ALL THOSE 366 equal undivided 33,888th parts or shares of and in ALL THAT piece
or parcel of ground registered in the Land Registry as INLAND LOT NO.8517 (the
Lot) And of and in the messuages erections and buildings thereon known as SHUN
TAK CENTRE, NOS.168-200 CONNAUGHT ROAD CENTRAL, HONG KONG (the Buildings)
TOGETHER with the sole and exclusive right and privilege to hold use occupy and
enjoy FIRST ALL THAT the FIFTEENTH FLOOR of CHINA MERCHANTS TOWER, SHUN TAK
CENTRE ((CHINESE CHARACTERS)) (formerly known as EAST TOWER, SHUN TAK CENTRE
((CHINESE CHARACTERS))), NOS.168-200 CONNAUGHT ROAD CENTRAL, HONG KONG which said Floor is
for the purpose of identification only shown on the 15th Floor Plan annexed to an
Assignment registered in the Land Registry by Memorial No.UB8384727 (the 1st
Assignment) and thereon coloured Pink and SECONDLY ALL THAT CAR PARKING SPACE
NO.96 on the SIXTH FLOOR of the Buildings which said Car Parking Space is shown
on the Car Park Floor Plan annexed to an Assignment registered in the Land Registry
by Memorial No.UB3250935 (the 2nd Assignment) and thereon coloured Pink.(b)
    
    Exceptions and reservations, etc.:Except and reserved as in the Government Lease hereinafter described and the 1st
Assignment and the 2nd Assignment are respectively excepted and reserved.(c)
    
    Easements and other appurtenant rights, if any:Subject to all subsisting rights rights of way as are described in the 1st
Assignment and 2nd Assignment.
 2.
    
    The Government Lease -A Government Lease in respect of the Lot is deemed to have been issued under and by virtue
of Section 14 of the Conveyancing and Property Ordinance Chapter 219 of the Laws of Hong
Kong upon compliance with the conditions precedent contained in certain Agreement and
Conditions of Grant deposited and registered in the Land Registry as Conditions of Grant
No.11612 (as varied or modified by a Modification Letter registered in the Land Registry by
Memorial No.UB2945695), such compliance being evidenced by two Letters of Compliance dated
27th June 1986 and 9th December 1996 and registered in the Land
Registry by Memorial Nos.UB3084129 and UB6935042 respectively. Particulars of the said
Conditions of Grant No.11612 are as follows:-
 (a)
    
    Date:The 26th day of May 1982.
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(b)
    
    Parties:Shun Tak Centre Limited of the one part and the Governor of Hong Kong of the other
part.(c)
    
    Term:75 years from the 31st day of December 1980 with a right of renewal for a further
term of 75 years.(d)
    
    Lot No:Inland Lot No.8517.
 3.
    
    The Fixtures and the Furniture -All the fittings, fixtures, partitions, furniture, appliances, equipment and installation
in the office of the Property and being existing at the time of inspection prior to the
signing of the Provisional Agreement for Sale and Purchase, other than personal goods and
chattels (if any).
 SECOND SCHEDULE
 Part I (Purchase Price)
   Part II (Manner of Payment)
 (a)
    
    HK$3,000,000.00 as an initial deposit has been paid by the Purchaser to the Vendor before
signing of this Agreement.(b)
    
    HK$13,000,000.00 to the Vendor as a further deposit to be paid on or before signing of this
Agreement.(c)
    
    HK$144,000,000.00 being the balance of Purchase Price to be paid to the Vendor on completion.
 Part III
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THIRD SCHEDULE
 1.
    
    A Deed of Mutual Covenant and Management Agreement registered in the Land Registry by
Memorial No.UB3018018 and re-registered by Memorial No.UB4861400.2.
    
    A Sub-Deed of Mutual Covenant and Management Agreement registered in the Land Registry by
Memorial No.UB6748378.3.
    
    Management Agreements registered in the Land Registry by Memorial Nos.UB4892765 and UB7083261
(so long as the same are subsisting and capable of affecting the Property).4.
    
    A Sub-Sub-Deed of Mutual Covenant registered in the Land Registry by Memorial No.UB7768219.
 FOURTH SCHEDULE
 1.
    
    (a)   It is an essential term and condition of this Agreement that the Purchaser shall not be
entitled to purchase the Property and the Fixtures and the Furniture separately and they shall
remain at the Property and be delivered to the Purchaser on an as is and where is basis on
completion .
 (b)
    
    The Purchaser hereby declares that he has inspected the Fixtures and the
Furniture and shall take the same in such state as they are regard being had to the
deterioration by fair wear and tear thereof. No warranty or representation on the
part of the Vendor is given or to be implied as to the state quality or fitness
thereof.(c)
    
    The Vendor hereby declares and warrants that he has good right and full power
to sell the Fixtures and the Furniture to the Purchaser free from all incumbrances and
that the same are not subject to any hire purchase, bill of sale, lien, credit sale
agreement or other third party claims.
 FIFTH SCHEDULE
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SIGNED by
    
    
    ))))for and on behalf of the Vendor
    
    
    ))whose signature is verified by :-
    
    
    )
 
 R E C E I V E D on or before
    
    
    ))the day and year first above written of
    
    
    ))and from the Purchaser the above-
    
    
    ))mentioned deposits in the total sum
    
    
    ))of HK$16,000,000.00.
    
    
    )
 Vendor




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SIGNED by
    
    
    ))))for and on behalf of the Purchaser
    
    
    ))in the presence of / whose signature
    
    
    ))is verified by :-
    
    
    )




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