EXHIBIT 10.19

                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A): WU  HONG  YU.
                 ------------

ADDRESS:  F1.6-4C.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
        ---------------------------------------------------------------------
        ZONE,SHENZHEN CHINA.
        --------------------

LICENSE  NUMBER:  NO.3000051056
                -------------------------------------------------------------

AGENCE: LU  JIAN  XIONG
       ----------------------------------------------------------------------

ADDRESS:  F1.6-4C.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
        ---------------------------------------------------------------------

        ZONE,SHENZHEN CHINA.
        --------------------

LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                ------------------------------------

ADDRESS: F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
         -------------------------------------------------------------------

         ZONE,SHENZHEN CHINA.
         --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F1.6-1C TIAN AN DEVELOPMENT
     COMPOUND,  CHE  GONG  MIAO  INDUSTRIAL  ZONE,SHEN ZHEN which area is 800m2.

2.   Lease  term  shall  commence  on Mar.1,2001.and shall terminate on Feb. 28,
     2003.  is  24months.
3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB55/m2, Side B will pay the rent to side A
     RMB44,000  per  month  in  every  first  5  days  of  that  month.

6.   Side  B  can  use  this  premise  on Mar.1,2001 If side A can't supply this
     premise  to  Side B on Mar.1,2001. Side B can delay the lease starting date
     for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.


<PAGE>
8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which is 2 months of the rent, i.e.RMB88,000 side A should provide receipt.

     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and rule and stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side A should maintain within  \  days  after notified. If side A refuse to
                                  -----
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.  If  side A permit side B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if  it  is reason of (3) as above, Side B can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  2months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  \  ;
                                                        -----
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.  Side  A  can  notify  Side B to move out of this premise and don't
          return  the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side A don't supply this premise over  \  months after this contract
                                               -----
          is made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.  Side  A should return double deposit and the
          charges of in advance from Side B and pay RMB  \  as compensate to
                                                       -----
          Side B.


<PAGE>
19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.

20.  When  the  contract is expired , Side B would like to continue keeping this
     contract should apply for it to Side A in advance  \  month. If Side A
                                                      -----
     would  like  to continue renting this premise at the same condition, Side B
     have  priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If ending this contract, Side B should move out of this premise within  \
                                                                           -----
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  5% of  rent  per  day.

23.  Side  B should pay RMB  \  /m2 / month to Side A for this premise if Side B
                           -----
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This contract is made effective as date of signature by and between WU HONG
                                                                         -------
     YU  and JING LIANG  ELECTRONICS  CO.,  LTD.
     -------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                                Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                         Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):             Y       M       D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):SHENZHEN  HUA  JIANG  CO.,LTD..
                ------------------------------

ADDRESS:  1508 ROOM SHEN  KAN  BUIDING  SHANG  BU  ROAD  SHEN  ZHEN
          ---------------------------------------------------------

LICENSE  NUMBER:  G50041
                ---------------------------------------------------
AGENCE:
       ------------------------------------------------------------
ADDRESS:
        -----------------------------------------------------------

LESSEE(SIDE  B):   JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------
          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side A let side B a factory located in F1.6-3ATIAN AN DEVELOPMENT COMPOUND,
     CHE  GONG  MIAO  INDUSTRIAL  ZONE,  SHEN  ZHEN  which  area  is 1,134.65m2.

2.   Lease  term  shall commence on Jun 20, 1999 and shall terminate on Feb. 28,
     2002.  is  32  months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent of this Premise is RMB27/m2 (including management fee RMB 2/ m2),
     Side B will pay the rent to side A RMB 30,635.55 per month in every first 5
     days  of  that  month.

6.   Side  B  can  use  this  premise  on  Jun.20,  1999.
     If  side  A can't supply this premise to Side B on Jun.20, 1999. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.


9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is 2 months of the rent, i.e. RMB56,732.50 and side A should provide
     receipt.


<PAGE>
     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 1 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side B can't rent  this  premise to other person without permitting of side
     A.  If  side A permit side B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is  reason  of (3) as above, Side B can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB10,000;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.  Side  A  can  notify  Side B to move out of this premise and don't
          return  the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over \ months after this contract is
                                                ---
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate without permitting from Side B.
          Side B should notify Side  A  for  relieve this  lease and move out of
          this premise in time.  Side A should  return  double  deposit  and the
          charges of in advance from Side  B  and  pay  RMB  \  as compensate to
                                                           -----
          Side  B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this  contract, Side B should move out of this premise within 3
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  HUA  JIANG  CO.,  LTD and JINGLIANG  ELECTRONICS  CO.,  LTD.
     ------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                               Y       M      D

WITNESS  (STAMP  OR  SIGNATURE):                        Y       M      D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):            Y       M      D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):SHENZHEN  HUA  JIANG  CO.,LTD.
                ------------------------------

ADDRESS:  1508ROOM  SHEN  KAN  BUIDING  SHANG  BU  ROAD  SHEN  ZHEN

LICENSE  NUMBER:  G50041
                 --------------------------------------------------

AGENCE:
       ------------------------------------------------------------

ADDRESS:
        -----------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F1.6-4A TIAN AN DEVELOPMENT
     COMPOUND,CHE  GONG  MIAO INDUSTRIAL ZONE,SHENZHEN which area is 1,134.65m2.

2.   Lease  term  shall  commence on Mar 1, 1999and shall terminate on Feb. 28,
     2002.  is  36  months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent of this Premise is RMB27/m2 (including management fee RMB 2/ m2),
     Side B will pay the rent to side A RMB 30,635.55 per month in every first 5
     days  of  that  month.

6.   Side  B  can  use  this  premise  on  Mar.1,  1999.
     If  side  A  can't supply this premise to Side B on Mar.1, 1999. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is 2 months of the rent, i.e. RMB61,271.10 and side A should provide
     receipt.
     Side  A and side B should carry out this lease contract items.
     if any  one  defaults,  he  should  be  responsible  for  it.


<PAGE>
10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 7 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.
     If  side  A  permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is reason of (3) as above, Side  B  can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB10,000;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A  can  notify  Side B to move out of this premise and don't
          return  the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved this contract as following reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate without permitting from Side B.
          Side B should notify  Side  A  for  relieve this lease and move
          out of this premise in time.
          Side A should return double deposit and the charges of in advance from
          Side  B  and  pay  RMB  \  as  compensate  to Side  B.
                                -----

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this  contract, Side B should move out of this premise within 7
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  HUA  JIANG  CO.,  LTD and  JINGLIANG  ELECTRONICS  CO.,  LTD.
     -------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                               Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                        Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):            Y       M       D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A): SHENZHEN  HUA  JIANG  CO.,LTD.
                 ------------------------------

ADDRESS:  1508ROOM  SHEN  KAN  BUIDING  SHANG  BU  ROAD  SHEN  ZHEN
         -----------------------------------------------------------

LICENSE  NUMBER:  G50041
                ------------------------------------------------------------

AGENCE:
       ---------------------------------------------------------------------

ADDRESS:
        --------------------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F1.6-4B TIAN AN DEVELOPMENT
     COMPOUND, CHE GONG MIAO INDUSTRIAL ZONE,SHEN ZHEN which area is 1,134.65m2.

2.   Lease  term  shall  commence  on Mar 1, 1999and shall terminate on Feb. 28,
     2002.  is  36  months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this  Premise is RMB27/m2 (including management fee), Side B
     will  pay  the rent to side A RMB 30,635.55 per month in every first 5 days
     of  that  month.

6.   Side  B  can  use  this  premise  on  Mar.1,  1999.
     If  side  A  can't supply this premise to Side B on Mar.1, 1999. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is 2 months of the rent, i.e. RMB61,271.10 and side A should provide
     receipt.
     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.


<PAGE>
10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 7 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A. If side A permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is reason of (3) as above, Side B can get compensate  from  Side
          A.

17.  Side  A  have  right to relieved this contract as following reasons:
     Side B has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB10,000;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right to relieved this contract as following reasons: Side A
     has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate without permitting from Side B.
          Side B should notify Side  A  for  relieve this  lease and move out of
          This  premise  in time.  Side  A  should return double deposit and the
          charges of in  advance  from  Side  B  and  pay  RMB  \  as compensate
                                                              -----
          to Side  B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.


<PAGE>
21.  If  ending  this  contract, Side B should move out of this premise within 7
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  HUA  JIANG  CO., LTD and  JINGLIANG  ELECTRONICS  CO.,  LTD.
     ------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                            Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                     Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):         Y       M       D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):BEI  JING  QING  LIAN  LEATHER GROUP CO.,BEI JING GE XING LIVING
                ----------------------------------------------------------------
                SERVICE  CENTRE
                ---------------

ADDRESS: No29.SANHUAN  ROAD.FONG  TAI  DISTRICT  BEIJING  CHINA.
        --------------------------------------------------------


LICENSE  NUMBER:  G50045
                ----------------------------------------------
AGENCE: GUO  CHUN  XIN
       -------------------------------------------------------

ADDRESS:  ROOM7A,CHUI JING UNIT.GOLF  GARDEN.SHENZHEN. CHINA
        ------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F1.6-4C,TIAN AN DEVELOPMENT
     COMPOUND,CHE  GONG  MIAO INDUSTRIAL ZONE,SHENZHEN which area is 1,134.65m2.

2.   Lease  term  shall commence on Feb.25, 2001 and shall terminate on Feb. 15,
     2003.  is  24months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of this Premise is RMB26/m2 , Side B will pay the rent to side A
     RMB  29,500.9  per  month  in  every  first  5  days  of  that  month.

6.   Side  B  can  use  this  premise  on  Feb.15,  2001.
     If  side  A can't supply this premise to Side B on Feb.15, 2001. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.


<PAGE>
9.   On  the effective  date  of the contract , Side B should pay Side A deposit
     which  is  1  months  of  the  rent, i.e.  RMB24,962.3  and  side A should
     provide  receipt(as same as the original  lease).

     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should maintain within 10 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A. If side A permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real  estate  rent  permitting)  expire;
          if  it  is reason of (3) as above, Side B can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  one  months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB30,000;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A  can  notify  Side B to move out of this premise and don't
          return  the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A  don't supply this premise over one months after this contract
          is  made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate without permitting from Side B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.
          Side A should return double deposit and the charges of in advance from
          Side  B  and  pay  RMB45,000  as  compensate  to  Side  B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should  apply  for  it  to Side A in advance two month. If Side A
     would  like  to continue renting this premise at the same condition, Side B
     have  priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this contract, Side B should move out of this premise within 15
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  5% of  rent  per  day.

23.  Side  B  should  pay  RMB26/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to  the  other  party.  They shall  pay  all  damages  and  income
     expected  to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made  effective as date of signature by and between BEI
                                                                             ---
     JING QING LIAN LEATHER GROUP CO.,BEI JING GE XING LIVING SERVICE CENTRE and
     ---------------------------------------------------------------------------
     JINGLIANG  ELECTRONICS  CO.,  LTD.
     ----------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                         Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                  Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):      Y       M       D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):SHEN  ZHEN  DONG  MING  SCIENCE&TECHNOLOGY  CO.,LTD.
                ----------------------------------------------------

ADDRESS: 15F.SI  CHUAN  BUILDING  SHANG  BU  ROAD  SHEN  ZHEN  CITY
         ----------------------------------------------------------


LICENSE  NUMBER:  G50019
                --------------------------------------------------

AGENCE:
       -----------------------------------------------------------

ADDRESS:
        ----------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE, SHENZHEN CHINA.
          ---------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F1.6-4D(workshop)  and
     H2.8-816,817,818,819,820(dormitory).TIAN AN DEVELOPMENT COMPOUND,CHE GONG
     MIAO
     INDUSTRIAL  ZONE,SHENZHEN  which  area  is  1,407.93m2.

2.   Lease  term  shall  commence on Mar.1, 2000 and shall terminate on Feb. 28,
     2003.  is  36months.

3.   Side B  can  use  this  premises  for  workshop  and  office and dormitory.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this  Premise  for workshops is HKD22/m2 ,for dormitories is
     HKD24/m2,  Side  B  will  pay  the  rent  to  side  A
     HKD31,521(HKD31,521*1.07=RMB33,728)  per  month  in  every first 15 days of
     that month.

6.   Side  B  can  use  this  premise  on  Feb.28,  2000.
     If  side  A can't supply this premise to Side B on Feb.28, 2000. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.


<PAGE>
9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is  2  months  of the rent, i.e. HKD 57,410and side A should provide
     receipt(as  same  as  the  original  lease).

     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side A should maintain within  \  days after notified. If side A refuse to
                                  ----
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A. If side A permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is reason of (3) as above, Side  B  can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  3  months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  \  ;
                                                        -----
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side B rent this premise  to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side A don't  supply  this premise over  \  months after this contract
                                                 -----
          is made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
     Side  B  should  notify  Side A for relieve this lease and move out of this
     premise  in time. Side A should return double deposit and the charges of in
     advance  from  Side  B  and  pay  RMB  \  as  compensate  to Side  B.
                                          -----

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should  apply  for  it  to  Side  A  in  advance  \  month.
                                                               -----
     If  Side  A  would  like  to  continue  renting  this  premise  at the same
     condition,  Side  B  have  priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this  contract,  Side  B should move out of this premise within
       \   days  after  ending  date,  otherwise  Side  A  have  rights  to ask
     -----
     to  help  from  the  Contract  Register Agency to force Side B move out and
     handle  the  property  in  the premise and rent and some charges of Side B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  5% of  rent  per  day.

23.  Side  B  should pay  \   /m2 / month to Side A for this premise if Side B
                        -----
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  DONG  MING SCIENCE&TECHNOLOGY CO.,LTD. and JINGLIANG ELECTRONICS CO.,
     ---------------------------------------------------------------------------
     LTD.
     ----

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                             Y       M      D

WITNESS  (STAMP  OR  SIGNATURE):                      Y       M      D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):          Y       M      D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A): SHENZHEN  HUA  JIANG  CO.,LTD.
                 ------------------------------

ADDRESS:  1508ROOM  SHEN  KAN  BUIDING  SHANG  BU  ROAD  SHEN  ZHEN

LICENSE  NUMBER:  G50041
                ---------------------------------------------------

AGENCE:
       ------------------------------------------------------------

ADDRESS:
        -----------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------
          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side A let side B a factory located in F1.6-5ATIAN AN DEVELOPMENT COMPOUND,
     CHE  GONG  MIAO  INDUSTRIAL  ZONE,SHEN  ZHEN  which area is  1,134.65m2.

2.   Lease  term shall commence on Jul. 28, 2000 and shall terminate on Feb. 28,
     2002.  is  19months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB28/m2 (including management feeRMB2/ m2),
     Side B will pay the rent to side A RMB 31,770.20 per month in every first 5
     days  of  that  month.

6.   Side  B  can  use  this  premise  on  Jul.28,  2000.
     If  side  A can't supply this premise to Side B on Jul.28, 2000. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is  3  months  of  the  rent,
     i.e.  RMB88,502.7  and  side  A  should  provide receipt.


<PAGE>
     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 1 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A. If side A permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is reason of (3) as above,
          Side  B  can  get  compensate  from  Side  A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  \  ;
                                                        -----
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.  Side  A should return double deposit and the
          charges  of in advance from Side B and pay RMB  \  as compensate to
                                                        -----
          Side B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.

20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.  Side  A  and Side B should have
     agreement  for  it  and  should resign on this contract and register again.


<PAGE>
21.  If  ending  this contract, Side B should move out of this premise within 10
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  HUA  JIANG  CO.,  LTD and JINGLIANG  ELECTRONICS  CO.,  LTD.
     ------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                              Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                       Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):           Y       M       D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):SHENZHEN  HUA  JIANG  CO.,LTD.
                ------------------------------

ADDRESS:  1508ROOM  SHEN  KAN  BUIDING  SHANG  BU  ROAD  SHEN ZHEN
         ---------------------------------------------------------

LICENSE  NUMBER:  G50041
                --------------------------------------------------

AGENCE:
       -----------------------------------------------------------

ADDRESS:
        ----------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------
          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side A let side B a factory located in F1.6-6ATIAN AN DEVELOPMENT COMPOUND,
     CHE  GONG  MIAO  INDUSTRIAL  ZONE,SHEN  ZHEN  which  area  is  1,134.65m2.

2.   Lease  term  shall  commence on Dec. 1, 1999and shall terminate on Feb. 28,
     2002.  is  27 months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB27/m2(including management fee RMB2/m2 ),
     Side  B  will pay the rent to side A RMB30635.55 per month in every first 5
     days  of  that  month.

6.   Side  B  can  use  this  premise  on  Dec.1,  1999.
     If side A can't  supply  this premise to Side B on Dec.1, 1999.. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is 2 months of the rent, i.e. RMB56,732.50 and side A should provide
     receipt.
     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.


<PAGE>
10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 1 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13   Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.  If  side A permit side B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire;
          if it is reason of (3) as above, Side  B  can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  2  months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB10,000;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over \ months after this contract is
                                                ---
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.  Side  A should return double deposit and the
          charges  of  in  advance  from  Side  B  and pay RMB  \  as compensate
                                                              ----
          to Side  B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.  Side  A  and Side B should have
     agreement  for  it  and  should resign on this contract and register again.

21.  If  ending  this  contract, Side B should move out of this premise within 3
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made effective as date of signature by and between SHEN
                                                                            ----
     ZHEN  HUA  JIANG  CO.,  LTD and JINGLIANG  ELECTRONICS  CO.,  LTD.
     ------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                           Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                    Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):        Y       M       D


<PAGE>

                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):SHENZHEN  TIAN  AN  CYBLE  PARK  CO.,LTD.
                -----------------------------------------

ADDRESS:  F5.8-6D TIAN AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          ------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

LICENSE  NUMBER:
                --------------------------------------------------

AGENCE:
       -----------------------------------------------------------

ADDRESS:
        ----------------------------------------------------------

 LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                   ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------
          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F3.8-1C TIAN AN DEVELOPMENT
     COMPOUND, CHE GONG MIAO INDUSTRIAL ZONE,SHEN ZHEN which area is 1,150.75m2.

2.   Lease  term  shall commence on Apr. 13,2000.and shall terminate on Feb. 28,
     2002.  is  22.5 months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB42/m2, Side B will pay the rent to side A
     RMB48,332  per  month  in  every  first  10  days  of  that  month.

6.   Side  B  can  use  this  premise  on  Apr.13,  2000.
     If  side  A can't supply this premise to Side B on Apr.13, 2000. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.


<PAGE>
9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is  1months  of  the  rent, i.e. RMB48,332 and side A should provide
     receipt.

     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 1 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.
     If  side  A  permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real estate rent permitting) expire; if it is reason of (3) as above,
          Side  B  can  get  compensate  from  Side  A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  \  ;
                                                         ----
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate without permitting from Side B. Side B should notify
          Side  A  for  relieve this lease and move out of this premise in time.
          Side A should return double deposit and the charges of in advance from
          Side  B  and  pay  RMB  \  as  compensate  to  Side  B.
                                -----

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this contract, Side B should move out of this premise within 10
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  5% of  rent  per  day.

23.  Side  B  should  pay RMB100/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is  made  effective  as  date  of  signature by and between
     SHENZHEN  TIAN  AN  CYBLE PARK CO.,LTD. and JINGLIANG ELECTRONICS CO., LTD.
     ---------------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                           Y       M      D

WITNESS  (STAMP  OR  SIGNATURE):                    Y       M      D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):        Y       M      D


<PAGE>
                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):CHEN  CU  XIONG
                ---------------

ADDRESS:  4  BLOCK,  ZHANG  KENG  INDUSTRIAL  ZONE,  MING  ZHI  VILIGE,LONG  HUA
          ----------------------------------------------------------------------

          COUNTRY  BAO  AN  DISTRICT  ,SHEN  ZHEN.
          ----------------------------------------

LICENSE  NUMBER:
                -------------------------------------------------------

AGENCE:
       ----------------------------------------------------------------

ADDRESS:
        ---------------------------------------------------------------

LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS  CO.,  LTD.
                  ----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F3.8-2A TIAN AN DEVELOPMENT
     COMPOUND, CHE GONG MIAO INDUSTRIAL ZONE,SHEN ZHEN which area is 1,144.15m2.

2.   Lease  term  shall commence on Aug. 15,2000.and shall terminate on Aug. 15,
     2002.  is  24  months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB30/m2, Side B will pay the rent to side A
     RMB34,324.5  per  month  in  every  first  15  days  of  that  month.

6.   Side  B  can  use  this  premise  on  Aug.  15,  2000.
     If  side  A can't supply this premise to Side B on Aug.15, 2000. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.


<PAGE>
9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is  2  months  of the rent, i.e. RMB68,649 and side A should provide
     receipt.

     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 1 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.
     If  side  A  permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real  estate  rent  permitting)  expire;
          if  it  is reason of (3) as above, Side B can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  \  ;
                                                         ----
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A can notify Side B to move out of this premise and don't return
          the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.  Side  A should return double deposit and the
          charges  of in advance from Side B and pay RMB \ as compensate to Side
                                                        ---
          B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should apply for it to Side A in advance 1 month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this contract, Side B should move out of this premise within 10
     days  after  ending date,0 otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This contract is made effective as date of signature by and between CHEN CU
                                                                         -------
     XIONG  and  JINGLIANG  ELECTRONICS  CO.,  LTD.
     ----------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                            Y       M       D

WITNESS  (STAMP  OR  SIGNATURE):                     Y       M       D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):         Y       M       D


<PAGE>

                           REAL ESTATE LEASE CONTRACT

LEASOR(SIDE  A):  CHINA  ARCHITECTURE  DESIGN  ACADEMY
                  ------------------------------------
ADDRESS:  13F,3BLOCK,TONG  JIAN  BUILDING,  SHEN  NAN  ROAD,SHEN  ZHEN


LICENSE  NUMBER:
                -----------------------------------------------

AGENCE:
       --------------------------------------------------------

ADDRESS:
        -------------------------------------------------------

LESSEE(SIDE  B):  JINGLIANG  ELECTRONICS   CO.,  LTD.
                  -----------------------------------

ADDRESS:  F1.6-4D.TIAN  AN  DEVELOPMENT  COMPOUND,CHE  GONG  MIAO  INDUSTRIAL
          -------------------------------------------------------------------

          ZONE,SHENZHEN CHINA.
          --------------------

OPERATING  LICENSE:  NO.303476
                     ---------

According  to (Shenzhen Special Zone Real Estate Item) and the detail stipulate.
Side  A  and  Side  B  sign  on  this  contract.

LEASE  CONTRACT  CLAUSE

1.   Side  A  let  side  B  a  factory  located  in  F3.8-5D TIAN AN DEVELOPMENT
     COMPOUND, CHE GONG MIAO INDUSTRIAL ZONE,SHEN ZHEN which area is 1,144.15m2.

2.   Lease  term  shall commence on Sep. 15,2000.and shall terminate on Sep. 15,
     2004.  is  48 months.

3.   Side  B  can  use  this  premises  for  workshop  and  office.
     Side A should ensure this PREMISE can be used as above function and conform
     to  the  stipulate  of  fire  control  and  Safety  of  China  Government.
     Side  B should according to relevant legal and rule to get permit from Side
     A  if  Side  B  want  to  change  the  use.

4.   Side A should ensure this premise to conform to relevant legal and rule and
     stipulate.
     Side B should ensure his action during the term of this contract to conform
     to  relevant  legal  and  rule  and  stipulate.

5.   The  rent  of  this Premise is RMB33/m2, Side B will pay the rent to side A
     RMB37,757  per  month  in  every  first  20  days  of  that  month.

6.   Side  B  can  use  this  premise  on  Sep.  15,  2000.
     If  side  A can't supply this premise to Side B on Sep.15, 2000. Side B can
     delay  the  lease  starting  date  for  the  days  side  A  delay.

7.   Real  estate  taxes,  personal  incoming  regulating taxes, land using fee,
     lease  administrating  fee  are  paid  by side A, but charges for water and
     electricity,  hygiene,  building  administrating  and telephone charges are
     paid  by  side  B.

8.   All charges for water and electricity, hygiene, building administrating and
     telephone charges should be paid by side B on time. if side B delay to pay,
     Side  B  should  responsible  to  pay  all  penalty  caused  by  his delay.

9.   On  the  effective  date of the contract , Side B should pay Side A deposit
     which  is  2  months  of the rent, i.e. RMB75,514 and side A should provide
     receipt.


<PAGE>
     Side  A  and  side B should carry out this lease contract items. if any one
     defaults,  he  should  be  responsible  for  it.

10.  Side  A should ensure all utilities and services in this premise to conform
     to  the  request  of  relevant  legal  and  rule  and  stipulate.
     Side  B shall return all utilities and services of this premise at the date
     of  ending  this  contract  in  a condition as good as the condition at the
     beginning  of  the  leases  term , except for such deterioration that might
     result from normal use of these utilities and services. at same time side A
     should  return  the  deposit  to  side  B.

11.  Side B can notify side A maintain in time if there is normal damage in this
     premise.
     Side  A  should  maintain within 3 days after notified. If side A refuse to
     maintain  or side B can't contact with side A, side B can instead of side A
     to  maintain  after permitting of Contract Registration Agency. All charges
     will  be  paid  by  side  A.

12.  If there is any intentional damage, side B has the liability to rebuild the
     PREMISE  or  compensate.

13.  Side  A  and  Side  B  should  sign  the  Agreement  for  it.

14.  Side  B  can't rent this premise to other person without permitting of side
     A.
     If  side  A  permit  side  B should register to real estate Agency for this
     transfer.  But the ending date of that contract should be as same as side A
     for  side  B.

15.  If  Side  A would like make over this contract, Side A should advise Side B
     in  advance  one  month  and  ensure  which  still  keep  this  contract.

16.  This  lease  contract  will  be  relieved  as  following  reasons:
     (1)  accident;
     (2)  China  Government  buy  this  premise;
     (3)  (real  estate  rent  permitting)  expire;
          if  it  is reason of (3) as above, Side B can get compensate from Side
          A.

17.  Side  A  have  right  to  relieved  this  contract  as  following  reasons:
     Side  B  has  the  liability  to  compensate
     (1)  Side  B  don't  pay  the  rent  over  1months;
     (2)  Side  B  owe  Side  A  all  charges  over  RMB  37,757;
     (3)  Side  B  change  use  without  permitting  from  Side  A  and relevant
          department;
     (4)  Side  B  don't  carry  out  12  as  above;
     (5)  Side  B  decorate  without  permitting  from  Side  A  and  relevant
          department;
     (6)  Side  B rent this premise to other person without permitting from Side
          A.
          Side  A  can  notify  Side B to move out of this premise and don't
          return  the  deposit  to  Side  B.

18.  Side  B  have  right  to  relieved  this  contract  as  following  reasons:
     Side  A  has  the  liability  to  compensate
     (1)  Side  A don't supply this premise over 1 months after this contract is
          made  effective;
     (2)  Side  A  don't  carry  out  4  as  above;
     (3)  Side  A  don't  carry  out  11  as  above;
     (4)  Side  A  decorate  without  permitting  from  Side  B.
          Side  B  should  notify  Side A for relieve this lease and move out of
          this  premise  in  time.  Side  A should return double deposit and the
          charges  of in advance from Side B and pay RMB \ as compensate to Side
                                                        ---
          B.

19.  If Side A and Side B have different opinion for relieve this lease, it will
     be  mediated  by  the  Lease  Register  Agency  or  Law.


<PAGE>
20.  When  the  contract is expired , Side B would like to continue keeping this
     contract  should  apply for it to Side A in advance 2month. If Side A would
     like  to  continue  renting this premise at the same condition, Side B have
     priority  rights  to  rent  this  premise.
     Side  A  and  Side B should have agreement for it and should resign on this
     contract  and  register  again.

21.  If  ending  this contract, Side B should move out of this premise within 10
     days  after  ending  date, otherwise Side A have rights to ask to help from
     the  Contract  Register  Agency  to  force  Side  B move out and handle the
     property  in  the  premise  and  rent  and  some  charges  of  Side  B.

22.  Side  B  supposes to pay the rent on time in every month. If there were any
     delay,  Side  B  would  pay  another  2% of  rent  per  day.

23.  Side  B  should  pay  RMB50/m2 / month to Side A for this premise if Side B
     rent  the  premise  to  other  person  without  permitting  from  Side  A.

24.  If  Side  A  or  Side B fails to fulfill any lease obligation and cause the
     damages  to the other party. They shall pay all damages and income expected
     to  the  other  party.

25.  The  attached  pages of this contract have as same effect as this contract.
     Side A and Side B may have supplement agreement for something no written in
     this  contract.  Which  will  have  as  same  effect as this contract after
     register.

26.  It  will be mediated by the Lease Register Agency or Law if Side A and Side
     B  have  different  opinion  for  relieve  this  lease.

27.  This  contract  is  written  with  Chinese.

28.  This  contract  is made effective as date of signature by and between CHINA
                                                                          ------
     ARCHITECTURE  DESIGN ACADEMY and  JINGLIANG  ELECTRONICS  CO.,  LTD.
     --------------------------------------------------------------------

SIDE  A  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:

SIDE  B  (STAMP  OR  SIGNATURE):

LEGAL  PERSON:

TELEPHONE:

A/C  NUMBER:

AGNECE:                                                Y       M      D

WITNESS  (STAMP  OR  SIGNATURE):                         Y       M      D

REGISTRATION  OFFICE  (STAMP  OR  SIGNATURE):             Y       M      D


<PAGE>