<PAGE>

                                                                    EXHIBIT 4.19


                         DATED the 29th day of July 2002



                                  GOMAN LIMITED



                                       And



                           PENTALPHA HONG KONG LIMITED


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


                                      LEASE


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




                             ROBERT W.H. WANG & CO.
                              SOLICITORS & NOTARIES
                                   21st FLOOR
                            NINE QUEEN'S ROAD CENTRAL
                                    HONG KONG

                            Ref.: 11313-34915/AWG/EYC
                                 (c:\Ta\Ta-21F)

<PAGE>

THIS LEASE made this 29th day of July Two thousand and Two

Parties
-------

BETWEEN

GOMAN LIMITED whose registered office is situate at 13-15 Dai Wang Street, Tai
Po Industrial Estate, Tai Po, New Territories, Hong Kong (hereinafter called
"the Landlord") of the one part AND The Tenant whose name address or registered
office and description are set out in Part I of the First Schedule hereto
(hereinafter called "the Tenant") of the other part.

WITNESSETH as follows :

                                    SECTION I
                                    ---------

                          PREMISES, TERM, RENT AND USER
                          -----------------------------

         IN CONSIDERATION of the rent and the Tenant's agreements and covenants
hereinafter reserved and contained the Landlord hereby demises unto the Tenant
the whole of 21st Floor of the building known as CITICORP CENTRE, 18 WHITFIELD
ROAD, HONG KONG ("the Building") erected on ALL THOSE pieces or parcels of
ground registered in the Land Registry as The Remaining Portion of Inland Lot
No. 2227 and The Remaining Portion of Inland Lot No. 1936 (which said 21st Floor
of the Building is hereinafter called "the Premises" and is for the purpose of
identification delineated on the Plan hereto annexed and thereon coloured pink
and hatched black) Together with the use in common with the Landlord and all
others having the like right of the entrances staircase landings and passages in
the Building in so far as the same are necessary for the proper use and
enjoyment of the Premises and Together with the use in common as aforesaid of
the lifts and escalators in the Building (if any and whenever the same shall be
operating) TO HOLD the Premises unto the Tenant for the term set out in Part II
of the First Schedule hereto ("the Term") YIELDING AND PAYING therefor
throughout the Term such rent and other charges as are from time to time payable
in accordance with the provisions set out in Part III of the First Schedule
hereto and subject to the Tenant's use, occupation and enjoyment of the Premises
only for the purposes set out in Part V of the First Schedule hereto and not for
any other purposes whatsoever but no warranty as to fitness of the Premises for
any specific use is given or deemed to be given by the Landlord and the Tenant
shall at its own costs apply to the relevant Government Departments for approval
on such use.

                                   SECTION II
                                   ----------

                             RENT AND OTHER CHARGES
                             ----------------------

         The Tenant hereby agrees with the Landlord as follows:

(1)      Rent and Management Charges

         (a)      Subject to the rent free periods set out in the Second
                  Schedule hereto, to pay the rent as set out in Part III of the
                  First Schedule hereto in advance exclusive of rates and clear
                  of all deductions on the 1st day of each calendar month, the
                  first and last

<PAGE>

                  of such payments to be apportioned according to the number of
                  days in the month included in the Term; and

         (b)      To pay the said rent on the days and in the manner stipulated
                  herein without any deduction and to pay by way of an
                  additional rent without any deduction whatsoever and on demand
                  interest calculated on a daily basis at an annual rate
                  equivalent to 2% above the best lending rate for the time
                  being quoted by The Hong Kong & Shanghai Banking Corporation
                  Limited in Hong Kong on (i) any sum of money not received by
                  the Landlord within 7 days of the date due for payment
                  (whether demand or not) from the due date aforesaid until the
                  whole of such sum is received by the Landlord (ii) any sum
                  paid by the Landlord in default of the Tenant's obligations
                  under this Lease from the date of payment by the Landlord
                  until the same is received by the Landlord; and

         (c)      To pay the service management and air conditioning charges
                  payable and calculated in accordance with Part IV of the First
                  Schedule hereto;

(2)      Rates

         To pay and discharge before the due date all rates taxes assessments
duties impositions charges and outgoings whatsoever of an annual or recurring
nature now or hereafter to be imposed or levied on the Premises or upon the
owner or occupier in respect thereof by the Government of Hong Kong or other
lawful authority (Property Tax, Government rent and other expenses and outgoings
of a capital or non-recurring nature alone excepted).

(3)      Utility Charges and Deposits

         To pay and discharge all deposits and charges in respect of gas water
electricity air-conditioning and telephone as may be shown by or operated from
the Tenant's own metered supply or by accounts rendered to the Tenant in respect
of all such utilities consumed on or in the Premises.

(4)      Rent Free Periods

         The Landlord shall grant to the Tenant the rent free period(s) as set
out in the Second Schedule hereto (if any) provided that during which period (s)
the Tenant shall be required to pay the rates, management and other utility
service charges payable in respect of the Premises.

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

                              TENANT'S OBLIGATIONS
                              --------------------

         The Tenant further agrees with the Landlord as follows:

(1)      Compliance with Ordinances

         To obey and comply with and to indemnify the Landlord against the
breach of all Ordinances, regulations, bye-laws, rules and requirements of any
Governmental or other

<PAGE>

competent authority relating to the use and occupation of the Premises, or to
any other act, deed, matter or thing done, permitted, suffered or omitted
therein or thereon by the Tenant or any employee, agent or licensee of the
Tenant and without prejudice to the foregoing to obtain any licence approval or
permit required by any Government or other competent authority in connection
with the Tenant's use or occupation of the Premises prior to the commencement of
the Tenant's business and to maintain the same in force during the currency of
this Lease and to indemnify the Landlord against the consequences of a breach of
this provision.

(2)      Fitting out

         To fit out the interior of the Premises in a good and proper
workmanlike fashion using good quality materials and in accordance with the
requirements and provisions of the Third Schedule hereto and to maintain the
same throughout the Term in good condition and repair (fair wear and tear and
inherent defects excepted). In carrying out any approved work hereunder, the
Tenant shall cause his servants agents contractors and workmen to cooperate
fully with the Landlord and all servants and agents and workmen of the Landlord
and with other tenants or contractors carrying out any work in the Building. The
Tenant shall obey and cause his servants agents contractors and workmen to obey
and comply with all reasonable instructions and directions which may be given by
the Landlord's servants or agents or other authorised representatives in
connection with the carrying out of such work. This provision shall further
apply to all subsequent redecoration of the Premises by the Tenant.

(3)      Installation of Telephone Cables

         The Tenant shall make his own arrangements with the Pacific Century
Cyberworks with regard to the installation of telephones in the Premises, but
the installation of telephone lines outside the Premises must be in accordance
with the directions and regulations from time to time stipulated by the
Landlord.

(4)      Good Repair of Interior

         To keep all the interior non-structural parts of the Premises excluding
the main drains, pipes, cable or wire and including the flooring and interior
plaster or other finishing material or rendering to walls floors and ceilings
and the Landlord's fixtures and fittings therein and all additions (whether of
the Landlord or the Tenant) thereto including but not limited to all doors
windows electrical installations and wiring light fittings and fire fighting
apparatus in good clean tenantable substantial and proper repair and condition
(fair wear and tear and inherent defects excepted) and so to maintain the same
at the expense of the Tenant and to deliver up the same to the Landlord at the
expiration or sooner determination of the Term in like condition.

(5)      Replacement of Windows

         To pay or reimburse the Landlord the cost of replacing all broken or
damaged windows or glass of the Premises (or elsewhere if used exclusively by
the Tenant).

<PAGE>

(6)      Repair of Electrical Installations

         To repair or replace if so required by the appropriate Company or
Authority under the terms of the Electricity Supply Ordinance or any statutory
modification or re-enactment thereof or any Regulations made thereunder all the
electricity wiring installations and fittings within the Premises and the wiring
from the Tenant's meter or meters to and within the same.

(7)      Toilets and Water Apparatus

         To keep the sanitary equipment and water apparatus (if any) used by the
Tenant and his employees, agents, licensees and customers in good, clean and
tenantable repair and condition (fair wear and tear and inherent defects
excepted) to the reasonable satisfaction of the Landlord and the Manager of the
Building and in accordance with the regulations or bye-laws of all Public Health
and other Government Authorities concerned.

(8)      Cleaning and Cleaning Contractors

         To keep the Premises including all external windows lights at all times
in a clean and sanitary state and condition and for the better observance hereof
the Tenant shall only employ as cleaners of the Premises such persons or firms
as may be approved by the Landlord (such approval shall not be unreasonably
withheld or delayed). Such cleaners shall be employed at the expense of the
Tenant.

(9)      Clearing of Drains

         To pay on demand to the Landlord the reasonable cost incurred by the
Landlord in cleaning and clearing any of the drains choked or stopped up owing
to improper or careless use by the Tenant or his employees invitees or
licensees.

(10)     To Permit Landlord to Enter and View

         To permit the Landlord its agents and all persons authorised by it with
or without workmen or others and with or without appliances at all reasonable
times upon prior appointment to enter upon the Premises to view the condition
thereof and to carry out any work or repair required to be done and provided
that in the event of an emergency the Landlord its servants or agents may enter
without notice and forcibly if the Landlord deems necessary. In the exercise of
such rights the Landlord will cause as little disturbance to the business of the
Tenant carried on in the Premises as is possible and will remedy any damage
caused to the Premises which is caused by the Landlord's default or negligence.

(11)     To Repair on Receipt of Notice

         To make good all defects and wants of repair to the Premises for which
the Tenant is responsible hereunder within the period of one month from the
receipt of a written notice from the Landlord to repair and make good the same
subject to such extension granted by the Landlord which is justifiable and
reasonable in the circumstances. If the Tenant shall fail to carry out such
works or repairs as aforementioned, the Landlord shall be entitled to enter upon
the

<PAGE>

Premises and carry out the same and the cost thereof shall be a debt owed by the
Tenant to the Landlord and shall be repayable forthwith.

(12)     Protection from Typhoon

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

(13)     Indemnification of Landlord

         To be wholly responsible for any damage or injury caused to any person
whomsoever directly or indirectly through the defective or damaged condition of
any part of the interior of the Premises or any fixtures or fittings therein for
the repair of which the Tenant is responsible hereunder or in any way owing to
spread of fire or smoke or overflow of water originated from the Premises or any
part thereof or through the act default or neglect of the Tenant its servants
agents licensees or customers and to make good the same by payment or otherwise
and to indemnify the Landlord against all costs claims demands actions and legal
proceedings whatsoever made upon the Landlord by any person in respect of any
such loss damage or injury and all costs and expenses incidental thereto, and to
effect adequate insurance cover in respect of such risks in accordance with the
provisions of Clause (14) below.

(14)     Tenant's Insurances

         To effect and maintain during the Term of this Lease adequate insurance
coverage in respect of the following:

         Liability:
         ----------

         For loss injury or damage to any person or property whatsoever caused
         through or by any act default or neglect of the Tenant which may give
         rise to a claim for indemnity under Clause (13) above. The Tenant's
         Group or Block policy of insurance shall be effected with a reputable
         insurance company. The Tenant hereby further undertakes to produce to
         the Landlord as and when required by the Landlord evidence that such
         policy of insurance subsists together with a certificate from the
         insurance company that the policy is in all respects valid and
         subsisting.

(15)     Refuse and Garbage Removal

         To be responsible for the removal of refuse and garbage from the
Premises to such locations as shall be specified by the Landlord from time to
time. In the event of the Landlord providing services for refuse and garbage
collection and charging for a reasonable costs, such services shall be engaged
by the Tenant to the exclusion of any other similar services.

(16)     Service Entrances

         To load and unload goods only at such reasonable times and through such
entrances and by such service lifts (if any) as shall be reasonably designated
by the Landlord for this purpose from time to time.

<PAGE>

(17)     Common Areas

         To pay or reimburse the Landlord the cost of any damage caused to any
part of the common areas of the Building occasioned by the Tenant its licensees
employees agents contractors or invitees or any other person claiming through or
under the Tenant.

(18)     Contractors Employees Invitees and Licensees

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

(19)     Directory Boards

         To pay the Landlord immediately upon demand the cost of repairing or
replacing as necessary the Tenant's name on any directory boards at the
Building.

(20)     Regulations

         To observe and comply with such reasonable rules and regulations as may
from time to time be made or adopted by the Landlord.

(21)     Deliver up Premises and Handover

         To deliver up the Premises at the expiration or sooner determination
of the Term in good clean and tenantable repair and condition (fair wear and
tear and inherent defects excepted) in accordance with the stipulations herein
contained.

(22)     Reinstate Premises

         To reinstate and restore the Premises to its bare shell condition and
to make good all damage caused or occasioned by the erection and removal of
alterations partitions or other erections. The Tenant shall comply with the
reasonable directions of the Landlord and the Manager of the Building in
carrying out such reinstatement and restoration.

(23)     Security Guards

         To employ as security guards of the Premises only such persons or such
firm as may be approved by the Landlord (such approved shall not be unreasonably
withheld or delayed). Such security guards shall be employed at the sole expense
of the Tenant.

(24)     Pipes and Conduits

         To permit the Landlord to use and maintain existing pipes and conduits
in and through the Premises. The Landlord or its agents shall have the right to
enter the Premises to examine the same at all. reasonable times upon prior
appointment and not so as to interfere with the efficient management of the
Tenant's business carried on in the Premises.

<PAGE>

(25)     Air-conditioning

         (i)      The Premises shall be supplied with air-conditioning by
                  variable air volume cooling system and in connection therewith
                  the electric power for any variable air handling units
                  installed within or exclusively for the Premises shall be
                  connected to the Tenant's electricity supply meter and the
                  Tenant shall pay direct to the supply authority or undertaker
                  for the electric power consumed thereby and the Tenant shall
                  permit the Landlord and its servants, accredited agents or
                  contractors access to the Premises at all reasonable times
                  after due notice for the purpose of carrying out necessary
                  maintenance, repair or replacement of any air conditioning
                  plant and equipment installed within the Premises. If the
                  Tenant requires any alterations to the air-conditioning
                  ducting layout, the Tenant shall submit proposals for such
                  alterations to the Landlord, or the Landlord's agent or
                  consultant for its approval and in any event such alteration
                  work shall be carried out by the Landlord at the cost and
                  expense of the Tenant.

         (ii)     To reimburse to the Landlord the cost of repairing or
                  replacing any air conditioning variable air handling units or
                  any other part of the air conditioning system or installation
                  which is damaged or rendered defective by the misuse or
                  negligence of the Tenant or any of the Tenant's employees,
                  agents, licensees or customers.

(26)     Tenant's Private Air-conditioning

         In the event of the Tenant installing private air-conditioning units in
the Premises (subject always to the prior written approval of the Landlord) the
Tenant shall comply with the directions and instructions of the Landlord
regarding their installation and shall at the Tenant's own expense be
responsible for their periodic inspection, maintenance and repair and for
replacement of defective wiring, and shall be strictly liable for any damage
caused directly or indirectly by the installation, operation or removal of such
units.

(27)     Comply with Deed of Mutual Covenant

         To obey observe and comply with all the negative and restrictive
covenants, terms, conditions and provisions in the Deed of Mutual Covenant and
Management Agreement (if any) relating to the Premises and the Building and to
indemnify the Landlord against any breach non-performance or non-observance
thereof.

(28)     Notice of Damage

         To give notice in writing to the Landlord or its appointed agent
immediately of any damage that may be caused to the Premises or suffered by any
persons therein or thereon and of any accident to or defects in the electrical
installations wiring piping fittings fixtures or other facilities provided by
the Landlord.

<PAGE>

                                   SECTION IV
                                   ----------

                             LANDLORD'S OBLIGATIONS
                             ----------------------

         The Landlord agrees with the Tenant as follows:

(1)      Quiet Enjoyment

         Save as herein provided otherwise, to permit the Tenant (having duly
been paying the rent, rates, and other charges hereby covenanted to be paid in
the manner herein provided and observing and performing the agreements terms
conditions and obligations herein contained) to have quiet possession and
enjoyment of the Premises during the Term without any interruption by the
Landlord or any person lawfully claiming under or through or in trust for the
Landlord.

(2)      Property Tax Government rent and Others

         To pay Property Tax, Government rent and other expenses and outgoings
of a capital or non-recurring nature attributable to or payable in respect of
the Premises.

(3)      Roof and Main Structure

         To use reasonable endeavour to procure the Manager of the Building to
maintain and keep the main structure of the Premises and the main drains and
pipes in a proper state of repair and condition Provided that the Landlord shall
not be liable for breach of this Clause unless and until written notice of any
defect or want of repair has been given to the Landlord by the Tenant and the
Landlord has failed to take reasonable steps to procure the Manager of the
Building to repair or remedy the same after the lapse of a reasonable time from
the date of service of such notice.

                                    SECTION V
                                    ---------

                          RESTRICTIONS AND PROHIBITIONS
                          -----------------------------

         The Tenant hereby further agrees with the Landlord as follows:

(1)      Installations and Alterations

         (a)      Not without the previous written consent of the Landlord which
                  prior written consent shall not be unreasonably withheld, to
                  erect install or alter any fixtures partitioning or other
                  erection or installation in the Premises or to make suffer or
                  permit to be made any disturbance alterations or additions to
                  the electrical wiring installation and lighting fixtures or
                  any part thereof or to install or permit or suffer to be
                  installed any equipment apparatus or machinery including any
                  safe which imposes a weight on any part of the flooring in
                  excess of that for which it was designed. The Landlord shall
                  be entitled to prescribe the maximum weight and permitted
                  location of safes and other heavy equipment and to require
                  that the same stand on supports of such dimensions and
                  material to distribute the weight as the Landlord may deem
                  necessary.

<PAGE>

         (b)      In carrying out any works approved hereunder the Tenant its
                  servants agents contractors and workmen shall observe and
                  comply with all reasonable instructions and directions of the
                  Landlord or its authorised representatives in connection with
                  such works.

(2)      Injury to Main Walls

         Not to cut maim or injure or permit or suffer to be cut maimed or
injured any doors windows walls beams or any other part of the structure of the
Premises or of the Building.

(3)      Alteration to-Exterior

         Not to affix anything or paint or make any alteration whatsoever to the
exterior of the Premises.

(4)      Noise

         Not to cause or produce or suffer or permit to be produced on or in the
Premises any unreasonable or excessive sound or noise (including sound produced
by broadcasting from television, radio and any apparatus or instrument capable
of producing or reproducing music and sound) or other acts or things in or on
the Premises which maybe or become a nuisance or annoyance to the tenants or
occupiers of any neighboring premises or to other users and customers of the
other parts of the Building.

(5)      Signs

         Not to exhibit or display on or affix to the exterior of the Premises
any writing sign signboard or other device (whether illuminated or not) nor to
affix any writing sign signboard or other device in at or above any common area
lobby landing or corridor of the Building.

(6)      Illegal Immoral or Improper Use

         Not to use or cause permit or suffer to be used any part of the
premises for gambling or for any illegal immoral or improper purposes or in any
way so as to cause nuisance annoyance inconvenience or damage or danger to the
Landlord or the tenants or occupiers of any other premises of the Building.

(7)      Sleeping or Domestic Use

         Not to use the Premises or any part thereof as sleeping quarters or as
domestic premises within the meaning of any Ordinance for the time being in
force or to allow any person to remain in the Premises overnight except for the
purposes of the Tenant's maintenance works and with the Landlord's prior
permission in writing. Such permission shall only be given to enable the Tenant
to post watchmen to look after the contents of the Premises and the names of the
watchmen shall first be registered with the Landlord prior to its giving such
permission.

<PAGE>

(8)      Manufacturing and Storage of Merchandise

         Not to use the Premises for the manufacturing or storage of goods or
merchandise other than stock or materials reasonably required in connection with
the Tenant's business or to keep or store or cause or permit or suffer to be
kept or stored any hazardous or dangerous goods within the meaning of the
Dangerous Goods Ordinance and the regulations thereunder or any statutory
modification or re-enactment thereto.

(9)      Obstructions in Passages

         Not to place or leave or suffer or permit to be placed or left by any
contractor employee invitee or licensee of the Tenant any boxes furniture
articles or rubbish in the entrance or any of the staircases passages or
landings of the Building or any part thereof used in common with other tenants
or the Landlord.

(10)     Preparation of Food and Prevention of Odours

         Not to cook or permit or suffer to be cooked any food in the Premises
other than a hot-bread corner nor to cause or permit any offensive or unusual
odours to be produced upon the Premises.

(11)     Food by Serviceways

         Not to permit or allow any food or any food containers to be brought
onto or removed from the Premises except by way of service entrances services
exits and (if any) service lifts or otherwise as may be directed by the Landlord
from time to time and at such times as the Landlord shall direct.

(12)     Animals, Pets and Infestation

         Not to keep or permit or suffer to be kept any animals or pets inside
the Premises and to take all such steps and precautions to the satisfaction of
the Landlord to prevent the Premises or any part thereof from becoming infested
by termites rats mice roaches or any other pests or vermin and for the better
observance hereof the Landlord may require the Tenant to employ at the Tenant's
costs such pest extermination contractors as the Landlord may nominate and at
such intervals as the Landlord may direct.

(13)     Subletting, Assigning

         (a)      Not to assign underlet or otherwise part with the possession
                  of the Premises or any part thereof in anyway whether byway of
                  subletting lending sharing or other means whereby any person
                  or persons not named as a party to this Lease obtains the use
                  or possession of the Premises or any part thereof irrespective
                  of whether any rental or other consideration is given for such
                  use or possession and in the event of any such transfer
                  sub-letting sharing assignment or parting with the possession
                  of the Premises (whether for monetary consideration or not)
                  this Lease shall absolutely determine and the Tenant shall
                  forthwith vacate the Premises on notice to that effect from
                  the Landlord. Subject as aforesaid, this Lease shall be

<PAGE>

                  personal to the Tenant named in the First Schedule to this
                  Lease 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 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 or the withdrawal of any existing partners
                           for whatsoever reason.

                  (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 and enjoy the Premises or any part thereof
                           shall vest in the executors administrators personal
                           representatives next of kin trustee or committee of
                           any such individual.

                  (iii)    In the case of a Tenant which is a corporation any
                           takeover reconstruction amalgamation merger (save and
                           except on solvent basis with the approval of the
                           Landlord which shall not be unreasonably withheld)
                           voluntary liquidation or change in the person or
                           persons who owns or own a majority of its voting
                           shares or who otherwise has or have effective control
                           thereof save and accept the Tenant or its parent
                           company is a company listed in a recognized stock
                           exchange.

                  (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
                           Premises or any part thereof or does in fact use
                           possess occupy or enjoy the same.

                  (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.

         (b)      Notwithstanding the provisions in sub-clause (a) above, the
                  Tenant shall be entitled to share the Premises with the
                  holding companies and/or the subsidiary companies and/or the
                  affiliated companies of the Tenant including but not limited
                  to the companies more particularly set out in the Fifth
                  Schedule hereto and the Landlord shall procure at the cost of
                  the Tenant the names of such corporations to be installed on
                  the directory board situate on the ground floor of the
                  Building provided that the Tenant shall at all times retain
                  ultimate control over the Premises (For the purpose of this
                  Clause, an affiliated companies of the Tenant shall mean a
                  corporation directly or indirectly controlling or controlled
                  by or under common control with the Tenant and control means
                  direct or indirect ownership of at least 25% of the beneficial
                  interest of the voting power of the appropriate corporation)
                  and such corporations shall use or occupy the Premises as bare
                  licensees only and such licences shall in any event be
                  terminated upon

<PAGE>

                  termination of the lease hereby created and provided further
                  that such arrangement does not breach any relevant law or
                  regulation and no legal estate is transferred or created
                  thereby and that the directory board shall be reinstated to
                  its original position at the sole cost of the Tenant upon the
                  cessation of such arrangement and the Tenant shall execute and
                  procure each of such companies which will share the Premises
                  with the Tenant to execute a Deed of Undertaking and Indemnity
                  in the form hereto attached before sharing of the Premises by
                  each of such companies.

(14)     Breach of Government Lease

         Not to cause suffer or permit any contravention of the negative and
restrictive provisions of the Government Lease under which the Landlord holds
the Premises and to indemnify the Landlord against any loss or damages resulting
from such breach.

(15)     Breach of Insurance Policy

         Not to cause or suffer or permit to be done any act or thing whereby
the policy or policies of insurance on the Premises against damage by fire or
liability to Third Parties for the time being subsisting may become void or
voidable or whereby the rate of premium or premiums thereon may be increased,
and to repay to the Landlord on demand all sums paid by the Landlord by way of
increased premium or premiums thereon and all expenses incurred by the Landlord
in and about any renewal of such policy or policies arising from or rendered
necessary by a breach of this Clause.

(16)     Aerials

         Not to erect any aerial on the roof or walls of the Building nor on
ceiling or walls save that the Tenant is permitted to erect aerials on ceiling
or walls within the Premises.

(17)     No Gambling

         Not to permit gambling of any description whatsoever in or around
Premises.

(18)     Sale of Liquor

         Not to sell or supply any beer wine spirits liquor or alcohol except in
compliance with the terms of the regulations under which the relevant licence is
granted by the Government in respect of the Premises.

(19)     No Touting or Soliciting

         Not to tout or solicit for business or to permit any touting or
soliciting for business or the distributing of pamphlets notices or advertising
matter outside the Premises or anywhere within the Building.

<PAGE>

(20)     No Gas

         Not to bring or permit to be brought into the Premises any gas whether
bottled or in pressurised containers or otherwise for any purpose whatsoever.

(21)     No Storage of Hazardous Goods

         Not to use the Premises for the storage of goods or merchandise other
than samples consistent with the nature of the Tenant's business, nor to keep or
store or permit or suffer to be kept or stored any hazardous goods within the
meaning of the Dangerous Goods Ordinance and the Regulations thereunder or any
statutory modification or re-enactment thereof.

                                   SECTION VI
                                   ----------

                                   EXCLUSIONS
                                   ----------

         IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the Landlord
shall not (unless due to the Landlord's default or negligence) in any
circumstances be liable to the Tenant or any other person whomsoever:

(1)      Lifts, Air-conditioning and-Other Utilities

         In respect of any loss or damage to person or property sustained by the
Tenant or any other person caused by or through or in any way owing to any
defect in or breakdown of the lifts, escalators and air conditioning system,
electric power water supplies or any other service provided in the Building.

(2)      Fire and Overflow of Water


         In respect, of any loss or damage to person or property sustained by
the Tenant or any other person caused by or through or in any way owing to the
escape of fumes smoke fire or any other substance or thing or the overflow of
water from anywhere within the Building.


(3)      Security

         For the security or safekeeping of the Premises or any contents therein
and in particular but without prejudice to the generality of the foregoing the
provision (if any) by the Landlord of watchmen and caretakers or any mechanical
or electrical systems of alarm of whatever nature shall not create any
obligation on the part of the Landlord as to the security of the Premises or any
contents therein and the responsibility for the safety of the Premises and the
contents thereof shall at all times rest with the Tenant, nor shall the rent and
other charges hereinbefore mentioned or any part thereof abate or cease to be
payable on account of any of the foregoing.

<PAGE>

                                   SECTION VII
                                   -----------

                                ABATEMENT OF RENT
                                -----------------

Suspension of Rent
------------------

         If the Premises or any part thereof shall at any time during the Term
be destroyed or damaged or become inaccessible or become unfit for occupation
not due to any default of the Tenant but owing to fire flooding defective
construction earthquake subsidence of the ground or any calamity beyond the
control of the Landlord and the policy or policies of insurance effected by the
Landlord shall not have been vitiated or payment of policy moneys refused in
whole or in part in consequence of any act or default of the Tenant or if at any
time during the continuance of this Lease the Premises or the Building shall be
condemned as a dangerous structure or a demolition order or closing order shall
become operative in respect of the Premises or the Building then the rent, air
conditioning and management fees hereby reserved or a fair proportion thereof
according to the nature and extent of the damage sustained or order made shall
be suspended until the Premises shall again be rendered fit for occupation and
accessible Provided that nothing herein shall impose on the Landlord any
obligation to repair or reinstate the Premises or any part thereof and Provided
that should the Premises not have been reinstated in the meantime either the
Landlord or the Tenant may at any time after two months from the occurrence of
such damage or destruction or order give to the other of them notice in writing
to determine this Lease and thereupon the same and everything herein contained
shall cease and be void as from the date of the occurrence of such destruction
or damage or order or of the Premises becoming unfit for occupation but without
prejudice to the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the covenants agreement
stipulations terms and conditions herein contained or of the Landlord in respect
of the rent payable hereunder prior to the coming into effect of the suspension.

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

                                     DEFAULT
                                     -------

         It is hereby expressly agreed and declared as follows:

(1)      Default

         If the rent and/or any charges payable hereunder or any part thereof
shall be in arrear for seven (7) days after the same have become payable
(whether formally demanded or not) or if there is any other breach or
non-performance of any of the stipulations conditions or agreements herein
contained and on the part of the Tenant to be observed or performed and the
Tenant fails to rectify the same within 14 days after written notice served on
the Tenant by the Landlord specifying the same or if the Tenant becomes bankrupt
or being a corporation goes into liquidation or if the Tenant suffers execution
to be levied upon the Premises or otherwise on the Tenant's goods then and in
any such case it shall be lawful for the Landlord at any time thereafter to
re-enter upon the Premises or any part thereof in the name of the whole and
thereupon this Lease shall absolutely determine and the Landlord shall be
entitled to deduct from the Deposit referred to in Section IX hereof the amount
as to compensate any loss suffered by the Landlord but without prejudice to the
Landlord's right to claim any further damages which the

<PAGE>

Landlord shall have sustained in respect of any outstanding breach or
non-observance or non-performance by the Tenant of any of the terms of this
Lease. All costs and expenses incurred by the Landlord in demanding payment of
the rent and other charges aforesaid (if the Landlord elects to demand) or the
extent of any loss to the Landlord arising out of this Clause shall be paid by
the Tenant and shall be recoverable from the Tenant as a debt.

(2)      Acceptance of Rent

         The acceptance of any rent by the Landlord hereunder shall not operate
or be regarded by the Tenant as a waiver by the Landlord of any right to proceed
against the Tenant in respect of any breach non-observance or non-performance by
the Tenant of any of the agreements stipulations terms and conditions herein
contained and on the part of the Tenant to be observed and performed.

(3)      Act of Employees Invitees Licensees

         For the purpose of these presents any act default neglect or omission
of any guest visitor servant contractor employee agent invitee or licensee of
the Tenant shall be deemed to be the act default neglect or omission of the
Tenant and any act default neglect or omission of any servant, contractor
employee or agent of the Landlord shall be deemed to be the act default neglect
or omission of the Landlord.

(4)      Re-entry

         A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby exercises the
power of re-entry herein contained shall be a full and sufficient exercise of
such power without actual entry on the part of the Landlord.

(5)      Distraint

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

                                   SECTION IX
                                   ----------

                                     DEPOSIT
                                     -------

(1)      Deposit

         The Tenant shall upon the signing hereof deposit with the Landlord a
deposit ("the Deposit") for the sum or sums specified in part VI of the First
Schedule hereto to secure the due observance and performance by the Tenant of
the agreements stipulations terms and conditions herein contained and on the
part of the Tenant to be observed and performed which the Deposit shall be held
by the Landlord throughout the currency of this Lease with the right for the
Landlord (without prejudice to any other right or remedy hereunder) to deduct
from the Deposit the amount of any rent rates and other charges payable
hereunder and any costs expenses loss or

<PAGE>

damage sustained by the Landlord as the result of any non-observance or
non-performance by the Tenant of any of the said agreements stipulations
obligations or conditions. In the event of any deduction being made by the
Landlord from the Deposit in accordance herewith during the currency of this
Lease the Tenant shall forthwith on demand by the Landlord pay to the Landlord
any additional sum equal to the amount so deducted and failure by the Tenant so
to do shall entitle the Landlord forthwith to re-enter upon the Premises and to
determine this Lease as hereinbefore provided.

(2)      Repayment of Deposit

         Subject as aforesaid the Deposit shall be returned to the Tenant by the
Landlord without interest within thirty (30) days after the expiration or sooner
determination of the Term and delivery of vacant possession to the Landlord
subject to after settlement of the outstanding claim by the Landlord against the
Tenant for any arrears of rent rates and other charges and for any breach
non-observance or non-performance of any of the agreements stipulations terms
and conditions herein contained and on the part of the Tenant to be observed or
performed.

                                    SECTION X
                                    ---------

                                   REGULATIONS
                                   -----------

(1)      Introduction of Regulations

         The Landlord shall be entitled from time to time and by notice in
writing to the Tenant to make introduce and subsequently amend adopt or abolish
if necessary such rules and regulations ("the Regulations") as it may consider
reasonable and necessary for the proper operation and maintenance of the
Building or any part thereof.

(2)      Conflict

         Such Regulations shall be supplementary to the terms and conditions
contained in this Lease 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 Lease the terms and conditions of this Lease shall prevail.

(3)      The Landlord shall not be liable to anyone for any loss or damages
however caused arising from any non-enforcement of the Regulations or
non-observance thereof by any third party.

                                   SECTION XI
                                   ----------

                        INTERPRETATION AND MISCELLANEOUS
                        --------------------------------

(1)      Name of Building

         The Landlord reserves the right to re--name the Building with any such
name or style as it in its sole discretion may determine without the same
constituting an actual or constructive eviction of the Tenant and without
incurring any liability to the Tenant therefor provided that the

<PAGE>

Landlord shall give the Tenant and the Postal and other relevant Government
Authorities not less than three months notice of its intention so to do.

(2)      Condonation Not a Waiver

         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 agreements stipulations terms and conditions herein contained
shall operate or be regarded by the Tenant as a waiver of the Landlord's rights
hereunder in respect of any continuing or subsequent default, breach or
non-observance or non-performance or so as to defeat or affect in any way the
rights and remedies of the Landlord hereunder in respect of any such continuing
or subsequent default or breach and no waiver by the Landlord shall be inferred
from or implied by anything done or omitted by the Landlord, unless expressed in
writing and signed by the Landlord.

         Any consent given by the Landlord shall operate as a consent only for
the particular matter to which it relates and shall in no way be considered as a
waiver or release of any of the provisions hereof nor shall it be construed as
dispensing with the necessity of obtaining the specific written consent of the
Landlord in the future, unless expressly so provided.

(3)      Letting Notices and Enter

         During the three months immediately before the expiration of the said
Term and if the Tenant has not exercised its option to renew (if any) the Tenant
shall permit all persons having written authority from the Landlord to enter and
view the Premises and every part thereof at all reasonable times upon prior
appointment Provided that the Landlord shall be at liberty to affix and maintain
without interference upon any external part of the Premises a notice stating
that the Premises are to be let and such other information in connection
therewith as the Landlord shall reasonably require during the aforementioned
period of 3 months.

(4)      Service of Notice

         Any notice required to be served hereunder, if to be served on the
Tenant shall be sufficiently served if delivered to or dispatched by registered
post to the registered office or last known address of the Tenant or left at the
Premises or at the last known address of the Tenant and, if to be served on the
Landlord, shall be sufficiently served if delivered to or dispatched by
registered post to the registered office or last known address of the Landlord.
A notice sent by registered post shall be deemed to be given at the time and of
posting.

(5)      Gender

         In this Lease if the context permits or requires words importing the
singular number shall include the plural number and vice versa and words
importing the masculine feminine or neuter gender, shall include the other of
them.

<PAGE>

(6)      Heading and Index

         The Headings and Index (if any) are intended for guidance only and do
not form a part of this Lease nor shall any of the provisions of this Lease
construed or interpreted by reference thereto or in anyway affected or limited
thereby.

(7)      Stamp Duty and Cost

         Each Party shall bear its own legal costs and disbursements of and
incidental to the preparation and completion of this Lease. The stamp duty and
registration fee (if any) payable on this Lease shall be shared by the parties
equally.

(8)      No Fine

         The Tenant acknowledges that no fine premium key money or other
consideration has been paid by the Tenant to the Landlord for the grant of this
lease.

(9)      Additional Terms

         The additional terms (if any) as set out in the Fourth Schedule hereto
shall apply to this Lease and shall be deemed to be incorporated herein.

(10)     Exclusion of Warranties

         This Lease sets out the full agreement between the parties and
supersedes any other commitments, agreements, representations, warranties or
understandings, written or verbal, that the parties may have had with respect to
the Premises.

<PAGE>

                                 FIRST SCHEDULE
                                 --------------

                               PART I - THE TENANT
                               -------------------

PENTALPHA .HONG KONG LIMITED whose registered office is situate at 12th Floor,
Kin Teck Industrial Building, No. 26 Wong Chuk Hang Road, Aberdeen, Hong Kong.

                                 PART II - TERM
                                 --------------

Seventy-seven (77) months commencing on the 1st day of July, 2002 and expiring
on the 30th November, 2008.

                         PART III - PARTICULARS OF RENT
                         ------------------------------

The rent payable during the period from the commencement of the Term to 30th
----------------------------------------------------------------------------
November, 2005
--------------

HK $160,000.00 per month exclusive of rates, management and air-conditioning
charges and other outgoings.

The rent payable during the period from 1st December, 2005 to 30th November 2008
--------------------------------------------------------------------------------

(1)      The open market rental value for the Premises and the five Car Parks
(as defined in the Sixth Schedule hereto) current at 30th November, 2005("the
said date") provided that if the same shall exceed HK$168,292.00 per month, the
rent payable for the Premises and the five Car Parks (as defined in the Sixth
Schedule hereto) during the period from 1st December, 2005 to 30th November,
2008 shall be HK$168, 292. 00 per month and if the open market rental value
current at 30th November, 2005 shall be less than HK$100,985.00 per month, the
rent payable for the Premises and the five Car Parks (as defined in the Sixth
Schedule hereto) during the period from 1st December, 2005 to 30th November,
2008 shall be HK$100,985.00 per month. Such open market rental value ("the
market rent") may be agreed between the Landlord and the Tenant or (in the
absence of agreement) determined by an independent valuer (acting as an expert
and not as an arbitrator) such valuer to be nominated in the absence of
agreement by or on behalf of the President for the time being of the Hong Kong
Institute of Surveyors on the application of the Landlord and the Tenant made
not earlier than 2 months before 1st November, 2005 but not later than that date
and so that in the case of such valuation the market rent to be determined by
the valuer shall be such as he shall decide should be the monthly rent at the
said date for the Premises and the five Car Parks:

    (a)  on the following assumptions at the said date:

         (i)      that the Premises are fit for immediate occupation and use and
                  that no work has been carried out thereon by the Tenant its
                  subtenants or their predecessors in title during the term
                  which has diminished the rental value of the Premises;

         (ii)     that the Premises are available to let by a willing landlord
                  to a willing tenant as a whole without a premium but with
                  vacant possession and

<PAGE>

                  subject to the provisions of this Deed for the period from 1st
                  December, 2005 to 30th November, 2008;

         (iii)    that the covenants herein contained on the part of the Tenant
                  have been fully performed and observed;

                  AND having regard to the market rent current at the said date;

    (b)  but disregarding:

         (i)      any effect on rent of the fact that the Tenant its subtenant
                  or their respective predecessors in title have been in
                  occupation of the Premises;

         (ii)     any goodwill attached to the Premises by reason of the
                  carrying on thereat of the business of the Tenant its
                  subtenants or their predecessors in title in their respective
                  businesses; and

         (iii)    any increase in rental value of the Premises attributable to
                  the existence at the said date of any improvement to the
                  Premises or any part thereof carried out, with consent, by the
                  Tenant its subtenants or their respective predecessors in
                  title after the date hereof.

(2)      IT IS HEREBY AGREED in relation to the revised rent as follows:

    (a)  (i)      the fees and expenses of the valuer including the cost of his
                  appointment shall be borne equally by the Landlord and the
                  Tenant who shall otherwise each bear their own costs; and

         (ii)     the valuer shall afford to each of the parties hereto an
                  opportunity to make representations to him; and

         (iii)    If the valuer shall die delay or become unwilling or incapable
                  of acting or if for any other reason the President for the
                  time being of the Hong Kong Institute of Surveyors or the
                  person acting on his behalf shall in his absolute discretion
                  think fit he may by writing discharge the valuer and appoint
                  another in his place.

    (b)  (i)      if the revised rent payable on and from 1st December, 2005 has
                  not been agreed by that date rent shall continue to be payable
                  at the rate previously payable until the revised rent is
                  ascertained when the Tenant shall forthwith pay to the
                  Landlord any shortfall between the rent and the revised rent
                  and any surplus between the rent and the revised rent shall be
                  applied for payment of the rent of next month;

         (ii)     for the purposes of this proviso the revised rent shall be
                  deemed to have been ascertained on the date when the same has
                  been agreed between the parties or the date determination by
                  the valuer.

<PAGE>

(3)      For the avoidance of doubt, the maximum rent of HK$168,292.00 per month
and the minimum rent of HK$100,985.00 per month mentioned in the sub-clause (1)
above shall include the monthly rent for the Premises (exclusive of Government
rates, management fee and air-conditioning charges) and the monthly licence fee
of the five Car Parks (inclusive of Government rates and management fee).
Therefore, the total monthly rent and licence fee payable by the Tenant for the
Premises and the five Car Parks for the period from 1st December, 2005 to 30th
November, 2008 shall not exceed HK$168,292.00 per month and shall not less than
HK$100,985.00 per month.

        PART IV - PARTICULARS OF MANAGEMENT AND AIR CONDITIONING CHARGES
        ----------------------------------------------------------------

(1)      HK$63,382.94 per month (i.e. HK$4.54 psf gross).

(2)      If at any time during the said term, the costs relative to the supply
of air conditioning (including inter alia, fuel cost, the operating costs of the
Landlord and the electricity charges imposed by The Hong Kong Electric Company
Limited and any other inflation factors) shall have been risen over the costs
thereof prevailing at the commencement of the said term, the Landlord shall be
entitled to serve a notice in writing upon the Tenant increasing the charges of
air conditioning by an appropriate amount and thereafter such increased charges
shall be payable in lieu of the charges set out in paragraph (1) hereof. Further
increase may be made after an earlier notice of increase shall have become
operative. When any notice of increase shall be sent by the Landlord to the
Tenant the notice shall be accompanied by an explanatory memorandum and also
notices of increase in electricity charges and operating costs from the relevant
authorities and an explanatory note on any other inflation factors but the
Landlord's reasonable assessment of the appropriate increase shall be
conclusive.

(3)      For the purpose of this Part, normal business hours for office means
the hours between 8:30 a.m. to 6:30 p.m. from Monday to Friday and 8:30 a.m. to
2:00 p.m. on Saturday.

(4)      Subject to (2) above, the supply of air conditioning outside the normal
business hours can be arranged provided that written request must be given to
the Landlord and the Management Office five hours before such use. The air
conditioning supply outside of normal business hours shall be charged for the
time being at HK$200.00 per hour. The Landlord is entitled to increase the
off-hour air conditioning charge rate from time to time to reflect the actual
cost involved.

                                  PART V - USER
                                  -------------

                        Office for business purposes only

                                PART VI - DEPOSIT
                                -----------------

HK$670,148.82 being three months' rent, management and air-conditioning charges.

                                 SECOND SCHEDULE
                                 ---------------

Rent free periods:

(1)      From 1st July, 2002 to 30th September, 2002;

<PAGE>

(2)      From 1st January, 2003 to 28th February, 2003;

(3)      From 1st January, 2004 to 29th February, 2004; and

(4)      From 1st January, 2005 to 28th February, 2005.

                                 THIRD SCHEDULE
                                 --------------

                         SUBMISSION AND APPROVAL OF PLANS
                        --------------------------------

(1)      Prior to the commencement of decoration works to the Premises the
Tenant shall at its own costs prepare and submit to the Landlord for its
approval suitable drawings and specifications of the works to be carried out by
the Tenant (hereinafter collectively called "the Tenant's Plans") to enable the
Premises to be fitted out and completed for the purposes specified in this
Lease. The Tenant's Plans shall, without limitation, include:

         (i)      detailed drawings, plans and specifications for all
                  partitioning;

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

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

and shall comply with all relevant Ordinance, Regulations and Bye-laws from time
to time issued by the Government of Hong Kong.

(2)      The Landlord will consider the Tenant's Plans and may approve or
disapprove the Tenant's Plans or any part of them as it thinks fit provided that
such approval shall not be unreasonably withheld or delayed.

(3)      The Tenant shall not

         (i)      carry out or attempt to carry out any work which requires the
                  consent of the Buildings Ordinance Office or any other
                  competent Authority without previously obtaining such consent.

         (ii)     do or permit any act or thing to be done which is likely to
                  cause any fire risk or other hazard in the Building.

                                 FOURTH SCHEDULE
                                 ---------------

(1)      The parties hereto agree that this Lease is conditional upon the grant
of a written consent from the present mortgagee of the Premises, The Hong Kong
and Shanghai Banking Corporation

<PAGE>


Limited and the Landlord shall obtain such written consent before the
commencement of the Term. The parties hereto agree to comply with any
requirements the said mortgagee may impose in granting such consent including
but not limited to the execution of the Letter of Undertaking or any other
documents(s) by the Tenant in the form hereto attached or in such other form(s)
prescribed by the Mortgagee from time to time at its absolute discretion.


(2)      The Landlord shall handover the Premises to the Tenant in a "bare
shell" condition upon the commencement of the Term except that the Landlord
shall not remove the ceiling tiles installed in the Premises and the Landlord
shall cleanse the air-conditioning unit including the filter in the Premises and
ensure that the existing air-conditioning system is in good working order before
the commencement of the Term. Notwithstanding any provisions herein to the
contrary, it is hereby agreed that at the expiration or sooner determination of
the Term, the Tenant shall, if being requested by the Landlord, deliver up the
Premises together with the ceiling tiles installed therein in their state and
condition as at the commencement of the Term.

                                 FIFTH SCHEDULE
                                 --------------

            Names of Company                Certificate of Incorporation Number
            ----------------                -----------------------------------

(1)  Wing Shing Holdings Company Ltd.       164842 (Incorporated in British
                                            Virgin Islands)
(2)  Kwong Lee Shun Trading Company Ltd.    118702 (Incorporated in Hong Kong)

                                 SIXTH SCHEDULE
                                 --------------

During the term of this Lease, the Landlord shall procure that Car Parking Space
No. 17 (covered) on the 1st Floor, Car Parking Spaces Nos. 42 and 44 (covered)
on the 2nd Floor and Car Parking Spaces Nos. 3 and 4 (uncovered) on the 2nd
Floor of the Building (collectively "the Car Parks") shall be licensed by the
respective owners thereof to the Tenant for his use at a licence fee of
HK$12,500.00 per month (for all five Car Parks) (inclusive of management fee and
Government rates) throughout the term of this Lease provided that the total sum
of the monthly rent of the Premises (exclusive of Government rates, management
fee and air-conditioning charges) and the monthly licence fee of the five Car
Parks (inclusive of management fee and Government rates) during the period from
1st December, 2005 to 30th November, 2008 payable by the Tenant shall be the
market rent for the Premises and the five Car Parks determined in accordance
with Part III of the First Schedule hereto.

         AS WITNESS hereof the parties hereto have executed this Lease the day
and year first above written.

SEALED with the Common Seal of        )
the Landlord and SIGNED by            )
Dr. Chiang Chen Yuen                  )    /s/ Dr. Chiang Chen Yuen
the director(s) duly authorized by    )
the Board of Directors                )

<PAGE>

whose signature is                    )
verified by:                          )
/s/ Ching Mei Yee
Ching Mei Yee
Solicitor
ROBERT W.H. WANG & CO.
HONG KONG SAR

SEALED with the Common Seal of        )
the Tenant and SIGNED by              )
Mr. John C.K. Sham, director          )        /s/ Mr. John C.K. Sham
the director(s) duly authorized by    )
the Board of Directors in the         )
presence of/whose signature is        )
verified by:                          )
/s/ Patrick P.O. Hui
Patrick P.O. Hui
Solicitor, Hong Kong SAR
Robin Bridge & John Liu

RECEIVED the day and year first       )
above written of and from the         )
Tenant the sum of HONG KONG           )
DOLLARS SIX HUNDRED                   )        HK$670,148.82
AND SEVENTY THOUSAND                  )
AND ONE HUNDRED AND                   )        For and on behalf of
FORTY EIGHT AND CENTS                 )        GOMAN LIMITED
EIGHTY TWO ONLY being the             )        /s/ Dr. Chiang Chen Yuen
                                               -------------------------
deposit hereinbefore mentioned        )        Authorized signature(s)

<PAGE>

TO:  The Hong Kong and Shanghai                Date :   29th July 2002
     Banking Corporation Limited

        Re:  The whole of 21st Floor of Citicorp Centre,
             18 Whitfield Road, Hong Kong ("the Property")
             ---------------------------------------------

         IN CONSIDERATION of your agreeing to grant consent to our entering into
a Lease ("the Lease") of the Property, We, Goman Limited ("the Landlord") and
Pentalpha Hong Kong Limited ("the Tenant") hereby undertake with you as follows:

1.       That no premium or other moneys (other than the monthly rent and
         deposit) has been paid or is payable in respect of the grant of the
         Lease;

2.       That no rent is payable in advance for any period longer than one
         month;

3.       That there is no option to purchase in favour of the Tenant;

4.       That your consent is limited to the Lease and any further dealings
         (including but not limited to any assignment of the Lease, subletting
         or parting with possession of the Property or any part thereof by the
         Tenant and any renewal of the Lease) shall require your prior written
         consent;

5.       That your position as mortgagee of the Property will not be prejudiced;

6.       That the Lease shall be upon the terms and conditions approved by you
         and without any deviation therefrom or amendment thereof;

7.       That notwithstanding any rule of law or equity or statutory provisions
         to the contrary, neither you nor your successors and assigns
         (collectively "you and your successors"), shall be under any liability
         to return the deposit paid under the Lease, whether to the Tenant or to
         its successors or permitted assigns or any other person entitled
         thereto (collectively "the Tenant and its successors"), at the
         expiration or sooner determination of the Lease and the Tenant and its
         successors shall (as against you and your successors) have no right of
         and shall not seek to set off the deposit against any monies payable by
         the Tenant and its successors under the Lease;

8.       A copy of this letter shall be annexed to the Lease; and

9.       That the costs of Messrs. Johnson Stokes & Master herein shall be paid
         by us within 14 days from the date of this letter.

10.      That a copy of the Lease duly completed and stamped be sent to Messrs.
         Johnson Stokes & Master within 14 days from the date of this letter.

11.      That a copy of the Lease duly registered in the Land Registry be sent
         to Messrs. Johnson Stokes & Master upon receipt of the same from the
         Land Registry.

                                                  Yours faithfully,

<PAGE>

         For and on behalf of                     For and on behalf of

         GOMAN LIMITED                            PENTALPHA HONG KONG LIMITED

         /s/ Dr. Chiang Chen Yuen                 /s/ John C.K. Sham
         -----------------------------            ------------------------------
         Authorized Signature(s)                  Authorized Signature(s)
         the Landlord                             the Tenant