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                                                                   Exhibit 10.10

THE LEASE is made the 2nd day of August Two thousand.

BETWEEN

(A)     The Company detailed as the Landlord in Part I of the First Schedule
        hereto (hereinafter called "the Landlord" which expression shall where
        the context permits includes its successors and assigns) of the one
        part; and

(B)     The person or Company (as the case may be) detailed as the Tenant in
        Part I of the First Schedule hereto (hereinafter called "the Tenant"
        which expression shall where the context permits includes its personal
        representatives and successors) of the other part.

WHEREBY IT IS AGREED AS FOLLOWS:

1. The Landlord shall let and the Tenant shall take ALL THAT the premises ("the
Premises") forming part of all that building ("the Building") which Premises and
Building are more particularly described and set out in Part II of the First
Schedule hereto together with all rights easements and appurtenances thereto
belonging or usually held or engaged herewith and also with the right in common
with the Landlord and all other persons having a like right to the use of the
entrances, exits, staircases, landings, passages, corridors, escalators, lifts
and areas of the Building intended for common use during business hours of the
Tenant except in so far as the Landlord may from time to time restrict such use
and together also with the use in common as aforesaid of the escalators and the
lifts in the Building (if any and whenever the same shall be operating) for the
term in Part III of the First Schedule hereto ("the Term") YIELDING AND PAYING
therefore throughout such rent per calendar month and other charges as are from
time to time payable in accordance with the provisions set out in Part I and
Part II of the Second Schedule hereto which sums shall be payable exclusive of
rates and in advance clear of all deductions on the 1st day of each and every
calendar month the first and the last of such payments to be apportioned
according to the number of days in the month included in the Term unless
otherwise determined by the Landlord. The first month's rental, Management and
Air-conditioning Fees (hereinafter described) shall be paid on the signing of
this Agreement.

2. The Tenant hereby covenants with the Landlord as follows:

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        (1)    To pay the rent hereby provided for on the days and in the manner
               aforesaid without any deduction.

        (2)    To pay the management and air-conditioning fees from time to time
               payable calculated in accordance with Part II of the Second
               Schedule hereto.

        (3)    To pay and discharge punctually all the charges for gas, water,
               telephone, electricity and other outgoings of an annual or
               recurring nature throughout the Term and to make all necessary
               deposits for the supply of electricity and other services to the
               Premises.

        (4)    To pay and discharge punctually all government rent, rates,
               taxes, charges, impositions and outgoings now or at any time
               hereafter during the Term chargeable taxed or assessed upon the
               Premises or upon the owner or occupier thereof (Property Tax and
               expenses of a capital or non-recurring nature alone excluded).
               Without prejudice to the generality of this clause the Tenant
               shall pay all rates imposed on the Premises in the first place to
               the Landlord who shall settle the same with the Government of the
               Hong Kong Special Administrative Region and in the event of the
               Premises not yet having been assessed to rates the Tenant shall
               pay the Landlord a sum equal to the rates which would be charged
               by the Government of the Hong Kong Special Administrative Region
               on the basis of a rateable value equal to twelve months' rent
               payable by the Tenant on account of the Tenant's liability under
               this clause subject to adjustment on actual rating assessment
               being received from the Government. If for any reason whatsoever
               the rateable value of the Premises is increased to a figure in
               excess of the rateable value as at the date hereof or if the
               rates payable shall be increased then and in any such case the
               Tenant shall during the continuance of the term of this Agreement
               bear such increase in rates.

        (5)    (a)    To submit all fitting out plans to the Landlord for
                      approval (which approval shall not be unreasonably
                      withheld or delayed) and not to commence any decoration
                      work thereon until the written approval of the Landlord of
                      such plans has been obtained. In particulars, the Tenant
                      shall fit out the interior of the Premises in accordance
                      with the Tenant's Fit-out Guide from time to time made,
                      issued or amended by the Landlord or its agent or the
                      management company of the Building ("the Manager") in a
                      good and proper

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                      workmanlike fashion using good quality materials and in
                      all respects in a style appropriate to a first class
                      commercial center.

               (b)    The Tenant shall employ, at his own expenses, only the
                      Landlord's nominated consultants or contractors or such
                      contractors as previously approved by the Landlord (such
                      approval not to be unreasonably withheld or delayed) for
                      the purpose of design appraisal, carrying out, installing
                      and maintaining all such works associated with all
                      electrical and mechanical engineering works and
                      arrangements including but not confined to sprinkler
                      system, security system, plumbing and drainage system and
                      the air-conditioning system and all their ducting and
                      controls unit in respect of the Premises.

               (c)    In carrying our any approved work hereunder, the Tenant
                      shall and shall cause his servants agents contractors and
                      workmen to cooperate fully with the Landlord and with
                      other tenants or contractors carrying out any work in the
                      Building. The Tenant shall obey and cause his servants
                      agents contractors and workmen to obey and comply with all
                      reasonable instructions and directions which may be given
                      by the Landlord its servants agents or other authorized
                      representatives in connection with the carrying out of
                      such work.

        (6)    To keep the interior of the Premises including all the flooring
               and interior plaster or other finishes or rendering to walls,
               floors, and ceilings to the Premises and the Landlord's fixtures
               and fittings therein (if any) including all doors, windows,
               sprinkler system, electrical and/or gas or other utility
               installations and wiring plant and ducting and internal
               decorations in good, clean, repair and condition (fair wear and
               tear excepted) throughout the Term and to maintain the same at
               the expense of the Tenant and to deliver up the same to the
               Landlord as the expiration or sooner determination of the term in
               like condition. In particular, but without in any way limiting
               the foregoing:

               (a)    To reimburse to the Landlord the reasonable cost of
                      replacing all broken or damaged windows of the Premises
                      whether the same be broken or damaged through the act
                      default or negligence of the Tenant or owing to
                      circumstances beyond the control of the Tenant.

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               (b)    To repair or replace any electrical installation or wiring
                      within the Premises if the same becomes dangerous or
                      unsafe or if so reasonably required by the electricity
                      power company or competent government authority to do so.
                      The Tenant shall permit the Landlord or its agents to test
                      the installations or wires in the Premises at any time
                      upon request (except in the case of emergency) being made.

               (c)    To use the toilets and all apparatus as are located within
                      the Premises or elsewhere if used by the Tenant in a clean
                      tidy, hygienic and tenantable manner and in proper repair
                      and condition at all times during the Term to the
                      satisfaction of the Landlord and for the purposes and
                      manner that they are intended for.

               (d)    To keep windows of the Premises and the Premises itself
                      including all external windows lights at all times in a
                      clean and sanitary state and condition.

               (e)    To reimburse to the Landlord the reasonable cost of
                      replacing any damaged, broken, defective or burned out
                      electric light bulbs, tubes and globes in the Premises
                      which may be provided by the Landlord.

               (f)    To employ a cleaning contractor at its sole expense for
                      cleaning the Premises as may be reasonably approved by the
                      Landlord.

        (7)    To keep in good order and condition all the drains and pipes in
               the Premises or elsewhere if used by the Tenant and to pay on
               demand to the Landlord or its agent the cost incurred by the
               Landlord in cleaning, clearing, repairing or replacing any of the
               drains piping or other plumbing chocked or blocked owing to the
               careless or improper use by the Tenant or its servants, agents,
               assistance, licensees, customers, workmen or visitors.

        (8)    (a)    To be responsible (at its own reasonable expense) for the
                      removal of garbage and refuse from the Premises to such
                      location as shall be reasonably specified by the Landlord
                      or its agents from time to time and to use only that type
                      of refuse container as is reasonably specified by the
                      Landlord or its agents from time to time.

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               (b)    In the event of the Landlord providing a collection
                      service for refuse and garbage of the Building the same
                      shall be used by the Tenant to the exclusion of any other
                      similarly service and the use of such service provided by
                      the Landlord shall be at the sole cost of the Tenant.

               (c)    To render full co-operation to the cleaning contractors
                      and the neighbouring tenants with a view to keeping the
                      entire Premises at all times in a neat and tidy condition.

        (9)    To be responsible for all electrical wiring to the light fittings
               and to the other electrical outlets installation in the Premises
               and the connection thereof to the Electricity Authority meters,
               and to make his own arrangements with The Hong Kong Telephone
               Company Limited with regard to the installation of the telephones
               in the Premises, but the installation of lines therefore outside
               the Premises must be in accordance with the Landlord's
               directions. All mechanical and electrical works must be carried
               out by the Tenant's contractor approved by the Landlord (such
               approval not to be unreasonably withheld or delayed) only at the
               Tenant's own reasonable expense.

        (10)   To ensure at all times that all fire alarms, fire fighting
               equipment, roller shutters (if any) and other equipment for
               security purposes (if any) provided by the Landlord shall not be
               disrupted, interrupted, damaged or caused to be defective through
               the act, default or neglect of the Tenant, his servants, agents
               or licensees.

        (11)   To take all reasonable precautions to protect the Premises or any
               part thereof against damage by rain wind storms or typhoons.

        (12)   To ensure that his own security system within and at the entrance
               of the Premises is at all times compatible with and linked up to
               the security system for the Building provided and operated by the
               Landlord (if any).

        (13)   (a)    To permit the Landlord, its servants or agents on
                      reasonable notice and at reasonable times to enter and
                      view the Premises, to carry out any necessary repairs to
                      the Building or any part thereof Provided that in the
                      event of any emergency the Landlord, its servants or
                      agents may enter without notice and forcibly if need be
                      and, during the last three months of

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                      the Term and with the consent of the Tenant (such consent
                      shall not be unreasonably withheld) and at a mutually
                      convenient time, to show the Premises or any part thereof
                      to prospective tenants or during the Term and with the
                      consent of the Tenant (such consent shall not be
                      unreasonably withheld) and at a mutually convenient time
                      to show the Premises to prospective purchasers and the
                      Landlord shall be at liberty to affix and maintain without
                      interference upon any external part of the Premises a
                      notice stating that the Premises are to be let or to be
                      sold and such other information in connection therewith as
                      the Landlord shall reasonably require.

               (b)    To permit the Landlord and its other tenants and all
                      persons authorised by the Landlord to have the free and
                      uninterrupted use (in common with the Tenant) of all gas
                      and water pipes electricity and other wire flues and
                      drains in through and under the Premises.

        (14)   On receipt of any notice from the Landlord or its authorised
               representatives specifying any works or repairs which are
               required to be done by the Tenant in respect of the Premises and
               which are the responsibility of the Tenant hereunder, forthwith
               to put in hand and execute the same with all possible dispatch
               and without any delay.

        (15)   If the Tenant shall at any time make default in the performance
               of any of the terms and agreements herein contained for or
               relating to the repair decoration treatment preservation
               protection or condition of the Premises, then to permit the
               Landlord and all persons authorised by the Landlord to enter upon
               the Premises and repair decorate treat preserve protect and make
               good the same at the expense of the Tenant (but no such entry
               repair decoration treatment preservation protection and making
               good shall prejudice the Landlord's right of re-entry under the
               provisions hereinafter contained) and to repay on an indemnity
               basis to the Landlord on demand the cost of such repair
               decoration treatment preservation protection and making good
               including surveyor's and solicitor's fees and charges incurred by
               the Landlord in respect thereof.

        (16)   Not to do or suffer anything to be done on the Premises which may
               injure the image of the Building as first class commercial center
               and to keep the Premises

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               open for business at all reasonable times of the year during the
               normal business hours. Without prejudice to the generality of the
               foregoing any suspension of the Tenant's business for a period of
               more than 7 consecutive days all of which not being bank or
               public holidays or otherwise without the prior consent of the
               Landlord (such consent not to be unreasonably withheld or
               delayed) shall constitute a material breach of this provisions
               entitling the Landlord to determine this Agreement and to regain
               possession of the Premises.

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

        (18)   To give notice to the Landlord or its agents of any damage that
               may be suffered to the Premises and of any accident to or patent
               defects in the water pipes, gas pipes (if any) electrical wiring
               or fixtures or other facilities provided by the Landlord provided
               always that the said facilities of and in the Premises shall be
               maintained at the Tenant's costs.

        (19)   To pay to or reimburse to the Landlord the reasonable cost of any
               damage caused to any part of the common areas of the Building
               occasioned by the Tenant, his licensees, employees, agents or
               contractors or any other person claiming through or under the
               Tenant.

        (20)   To observe and perform the covenants terms and conditions
               contained in any Government Lease or Conditions and the Deed of
               Mutual Covenant (if any) under which the Landlord holds the land
               on which the Building is erected from the Government and the
               provisions of the Government Lease or Conditions and the Deed of
               Mutual Covenant (if any) shall in so far as the same relate to
               the Premises shall be deemed to be incorporated herein.

        (21)   To observe perform and comply with all ordinances, Regulations,
               By-laws and rules and all lawful requirements of Government in
               force from time to time or the amendments thereof in connection
               with the Premises or the Tenant's business therein and in
               particular but without limiting the generality of the foregoing
               to comply with all the provisions of the Fire Service Ordinance,
               Cap.95 and the regulations made thereunder and any statutory
               re-enactment or modification

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               thereof.

        (22)   To observe and to comply with the Tenant Handbook and Building
               Rules or other regulations or requirements stated in notices or
               announcements from time to time made, issued or amended by the
               Landlord or its agent or the Manager of the Building for the
               maintenance and management of the Building including the time and
               arrangement for operating the equipment, escalators, lighting and
               the use of the entrance and passage ways.

        (23)   Not to block up darken or obstruct or obscure the windows of the
               Premises without first having obtained the express written
               consent of the Landlord which consent may be given subject to
               such conditions as the Landlord may in its absolute discretion
               think fit.

        (24)   Not to use or permit or suffer the Premises or part thereof to be
               used for any purpose other than those stipulated in Part IV of
               the First Schedule of this Agreement and without prejudice to the
               foregoing to obtain any license approval or permit required by
               any Government or other competent authority in connection with
               the Tenant's use or occupation of the Premises prior to the
               commencement of the Tenant's business and to maintain the same in
               force during the currency of this tenancy and to indemnify the
               Landlord against the consequences of a breach of this provision.
               For the avoidance of doubt, the Landlord gives no warranty as to
               the fitness of the Premises for the specific purposes aforesaid.

        (25)   Not to use the Premises or allow the same to be used for any
               illegal or immoral purpose.

        (26)   Not to do or permit to be done in or upon the Premises or in or
               upon the Building or any part thereof anything which may be or
               become a nuisance or annoyance or cause damage or disturbance to
               the Landlord or to any of the other tenants of the Building or
               the persons visiting the same.

        (27)   Not to use the Premises as sleeping quarters or as domestic
               premises within the meaning of any ordinance for the time being
               in force or the amendments thereof from time to time.

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        (28)   Not to produce or suffer or permit to be produced at any time in
               the Premises any music or noise (including sound produced by
               broadcasting from television, radio, tape recorders or any other
               equipment or instrument capable of producing or reproducing music
               and noise) which may reasonably be regarded as a nuisance or
               annoyance or cause damage or disturbance to or complaint from the
               Landlord or to any of the other occupants or tenants of the
               Building.

        (29)   Not to use the Premises for the manufacture, storage of goods or
               merchandise other than for the purposes of the business of the
               Tenant, nor to keep or store or cause or permit to be kept or
               stored any arms, ammunition, gun-powder, salt-petre, kerosene or
               other explosive combustible substance or any goods contrary to
               the provisions of the Dangerous Goods Ordinance or any amendment
               thereto or enactment replacing the same and the Regulations
               applicable thereto.

        (30)   Not to prepare or permit or suffer to be prepared any food in the
               Premises save and except to heat up food and/or snacks in the
               Premises and not to cause or permit any offensive or unusual
               odors to be produces upon, permeate through or emanate from the
               Premises.

        (31)   Not to make any alteration or addition of any kind to the
               external parts of the Premises without the prior written consent
               of the Landlord.

        (32)   (a)    Except with the consent of the Landlord as aforesaid, not
                      to make or permit any alterations or additions and not to
                      put up any fixtures, partition or to erect on any part of
                      the Premises nor to pull down, alter or remove any
                      portions of the doors windows partitions fixtures and
                      fittings thereon nor to make any alternations in the
                      architectural features or facing or to the electrical
                      installation or wiring thereof nor to install any
                      air-conditioning unit, plant, apparatus or machinery nor
                      to cut maim injure damage mark or deface or permit or
                      suffered to be cut maimed injured or damaged marked or
                      defaced any structures, fixtures, decorations and
                      installations within the Premises or outside the Premises
                      including air-conditioning units, cloakroom, service
                      pantries, halls, passages, staircases, drainage, wells,
                      walls, ceilings, and to pay on demand to the Landlord the
                      cost and expenses reasonably incurred by the Landlord in
                      repairing making good such damage or cleaning the same. At
                      the expiration or sooner

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                      determination of this Agreement all such alternations,
                      decoration or partitions so erected or installed by the
                      Tenant shall at the option of the Landlord become the
                      property of the Landlord without payment of any
                      compensation to the Tenant. If the Landlord decides not to
                      exercise the option, the Tenant shall at his own expense
                      remove all such alternations, decoration or partitions so
                      erected or installed by the Tenant and restore the
                      Premises to their original tenantable state and make good
                      all damages caused by such removal.

               (b)    In carrying out any approval work in accordance with the
                      provisions of this clause the Tenant, his servants agents
                      contractors and workmen shall obey and comply with all
                      instructions and directions which may reasonably be given
                      by the Landlord or other authorised representative in
                      connection with the carrying out of such work.

               (c)    Any fees or expenses reasonably incurred by the Landlord
                      in connection with the giving of consent hereunder shall
                      be borne by the Tenant.

               (d)    Not to make any alterations or additions to the electrical
                      and mechanical installation, air-conditioning ducting, the
                      plumbing and drainage system and sprinkler system of the
                      Premises unless and until the same shall first be approved
                      by the Landlord (such approval not to be unreasonably
                      withheld or delayed). The Tenant shall bear such
                      consultation fees as may be reasonably charged by the
                      Landlord's consultants in respect of such approval and
                      further the Tenant shall at its reasonable expense employ
                      the consultants and the contractors as approved by the
                      Landlord (such approval not to be unreasonably withheld or
                      delayed). The Tenant shall bear such consultation fees as
                      may be reasonably charged by the Landlord's consultants in
                      respect of such approval and further the Tenant shall at
                      its reasonable expense employ the consultants and the
                      contractors as approved by the Landlord (such approval not
                      to be unreasonably withheld or delayed) to carry out such
                      approved alternations or additions and upon determination
                      of the tenancy if upon being reasonably required by the
                      Landlord the Tenant shall forthwith also employ such
                      consultants and contractors at his own reasonable expense
                      to remove all such alternations and additions.

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        (33)   Not without the prior written approval of the Landlord (which
               approval shall not be unreasonably delayed or withheld) to drive
               or insert or permit or suffer to be driven or inserted any nails,
               screws, hooks, brackets or similar articles into the ceiling,
               doors, walls, window, beams or floor of the Premises.

        (34)   To reimburse to the Landlord or its agent the reasonable cost of
               making good replacing or removing any air-conditioning units or
               sprinkler system or other part of such apparatus or installation
               within the Premises which is damaged or rendered defective by the
               Tenant and which the Tenant fails to make good replace or remove
               within a reasonable time.

        (35)   Not to install any electrical wiring in the Premises or any part
               thereof without the previous written consent of the Landlord
               (such consent not to be unreasonably withheld or delayed) and in
               accordance with the provisions hereof and in carrying out the
               work to the electrical installation and/or wiring the Tenant
               shall use only a contractor previously approved by the Landlord
               in writing for the purpose (such approval not to be unreasonably
               withheld or delayed).

        (36)   (a)    Not to exhibit, affix, put up, or display within or on the
                      exterior of the Premises or upon any part of the Building
                      adjoining the Premises or to or through any windows
                      thereof any sign or sign board, neon illumination
                      decoration, shutter, grill, notice or notice board,
                      advertisement or any other articles or thing whatsoever
                      whether illuminated or not which may be visible from
                      outside the Premises unless the size and design are first
                      approved in writing by the Landlord (such approval not to
                      be unreasonably delayed or withheld) but the Landlord
                      shall be entitled to impose conditions and request for
                      payment of fees for granting such approval and the
                      Landlord shall have the right to remove at the reasonable
                      cost and expenses of the Tenant any signboard, sign
                      decoration or thing which shall be affixed put up
                      exhibited or displayed without the prior approval of the
                      Landlord.

               (b)    Not to display any name-plate or signboard other than that
                      of the Tenant at the entrance to the Premises, the size
                      and position of such name-plate or signboard shall be
                      subject to the approval of the Landlord (such approval not
                      to be unreasonably withheld or delayed). To pay the
                      Landlord or its

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                      agents upon demand the reasonable cost of affixing,
                      repairing, altering or replacing as necessary the Tenant's
                      name and/or the trade name of the Tenant as set out in
                      Part IV of the First Schedule hereto on the Director Board
                      (if any) provided by the Landlord.

        (37)   Not without the previous written consent of the Landlord (such
               consent not to be unreasonably withheld or delayed), to alter the
               existing locks, bolts and fittings on the entrance doors to the
               Premises, nor to install any additional locks, bolts or fittings
               thereon.

        (38)   Not to encumber or obstruct or permit to be encumbered or
               obstructed with any boxes, packaging or other obstruction of any
               kind of nature of the entrances, staircases, landings, passages,
               lifts, lobbies or other parts of the Building in common use and
               not to leave rubbish or any other article or thing in any part of
               the Building not in the exclusive occupation of the Tenant. In
               addition to any other remedies the Landlord may have hereunder in
               the event of the Tenant acting in breach of this Clause, the
               Landlord or its servants may with or without any prior notice to
               the Tenant remove and dispose of the objects causing such
               obstruction at the sole risk of the Tenant and prior to the same
               being returned to the Tenant the Tenant shall pay the Landlord's
               reasonable expenses for removing and disposing the same.

        (39)   Not to lay install affix or attach any wiring, cables or other
               article or thing in or upon any of the entrances, staircase,
               landings, passageways, lobbies or public areas.

        (40)   Not to sign underlet or otherwise part with the possession of the
               Premises or any part thereof in any way whether by way of
               subletting lending sharing or other means whereby any person or
               persons not a party to this Agreement obtains the use or
               possession of the Premises or any part thereof irrespective of
               whether any rental or other consideration is given for such use
               or possession and in the event of any such transfer sub-letting
               sharing assignment or parting with the possession of the Premises
               or any part thereof (whether for monetary consideration or not)
               this Agreement shall at the option of the Landlord absolutely
               determine and the Tenant shall forthwith surrender and vacate the
               Premises upon receipt of notice to that effect from the Landlord.
               This tenancy shall be personal to the Tenant

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               named herein and without in any way limiting the generality of
               the foregoing the following acts and events shall, unless
               previously approved in writing by the Landlord be deemed to be
               breaches of this Clause:

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

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

               (c)    In the case of a tenant which is a corporation, any
                      reconstruction amalgamation merger voluntary liquidation
                      or change in the person or persons who owns or own a
                      majority of its voting shares or who otherwise has or have
                      effective control hereof.

               (d)    The giving by the Tenant of a Power of Attorney or similar
                      authority where the donee of the Power obtains the right
                      to use possess occupy or enjoy the Premises or any part
                      thereof or does in fact use possess occupy or enjoy the
                      same.

               (e)    The change of the Tenant's business name without the
                      previous written consent of the Landlord which consent
                      shall not be unreasonably withheld or delayed.

        (41)   (a)    Not to keep or permit of suffer to be kept any animals or
                      pets inside the Premises and to take all such steps and
                      precaution to the satisfaction of the Landlord to prevent
                      the Premises or any part thereof from becoming infested by
                      termites, rats, mice, roaches or any other pests or
                      vermin.

               (b)    At every interval of three months or at such period as may
                      be agreed between the parties to engage a pest control
                      company as duly approved by

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                      the Landlord to inspect and examine the Premises against
                      pest and to pay for all expenses incurred in the
                      inspection for and the extermination of the pest.

        (42)   Not to permit any touting or soliciting for business or
               distributing of any pamphlets, notices or advertising matter to
               be conducted outside or near the Premises or in any part of the
               Building by any of the Tenant's servants, agents or licensees.

        (43)   Not to move any safe, heavy machinery, equipment or fixtures
               (except usual office equipments) in and out of the Building or
               install or permit or suffer to be installed in the Premises any
               such safe, heavy machinery, equipment or fixtures (except usual
               office equipments) without first obtaining the Landlord's written
               consent (such consent not to be unreasonably withheld or
               delayed). The intention being that no weight shall be imposed in
               any part of the flooring in excess of that for which was
               designed. The Landlord shall be entitled to prescribe the maximum
               weight and permitted location in such safe, heavy machinery,
               equipment or fixtures. The Tenant shall keep the Landlord
               indemnified against all damages sustained by any person or
               property and of any damages or moneys paid out by the Landlord in
               settlement of any claim or judgment as well as legal costs
               incurred in connection therewith and all costs incurred in
               repairing any damage to the Premises or the Buildings and its
               appurtenances resulting from movement of any safe, heavy
               machinery, equipment or fixtures of the Tenant.

        (44)   Not to erect affix install or attach in or on or at the door or
               doors or entrance or entrances of the Premises any metal grille
               or shutter or gate which shall in any way contravene the
               regulations of the Fire Services Department or other competent
               authority concerned from time to time in force and/or which may
               in any way impede the free and interrupted passage over through
               and along any of the entrances, staircase, landings, passages,
               lifts, lobbies or other parts of the Building in common use. The
               design color and installation of any metal grille or shutter or
               gate shall be subject to the prior written approval of the
               Landlord (such approval not be unreasonably withheld or delayed).

        (45)   To quietly yield up the Premises including all the Landlord's
               fixtures and fittings

                                       14
<PAGE>   15

               therein (if any) in good clean and tenantable condition fair wear
               and tear excepted in accordance with the stipulations herein
               contained and to the satisfaction of the Landlord or the
               Landlord's representatives notwithstanding any rule of law or
               equity to the contrary Provided That all the Tenant's fixtures,
               fittings, additions, partitioning plants or equipment put up or
               installed by the Tenant whether with or without the Landlord's
               consent shall, if so required by the Landlord be removed by and
               at the expiration or sooner determination of this tenancy and in
               such event the Tenant shall make good any damage in a good and
               workmanlike manner all damage caused by such removal and
               dismantlement And thereupon to surrender to the Landlord all keys
               giving access to all parts of the Premises held by the Tenant and
               to remove at the Tenant's expense all lettering and characters
               from all the doors, walls, or windows of the Premises and make
               good any damage caused by such removal and dismantlement at the
               expiration or sooner determination of this tenancy. If the Tenant
               shall make any default in complying with this clause, it shall be
               lawful for the Landlord (but without prejudice to the Landlord's
               other rights against the Tenant under this Lease) to remove and
               dismantle at the expense of the Tenant such fixtures, fittings,
               additions, machinery, lettering and characters and the expense of
               such removal and dismantlement shall be a debt owed by the Tenant
               to the Landlord and the Landlord shall be entitled to deduct such
               expense from the deposit maintained by the Tenant shall pay to
               the Landlord any shortfall therefore on demand.

        (46)   Not to affix to the external part of the Premises or the Building
               or any part thereof any aerial or similar apparatus.

        (47)   Not to name or include in the name of the business or company
               operated by the Tenant the name of "No. 238 Nathan Road" or any
               name similar thereto and not at any time to change the name of
               the business or company to include any such name as aforesaid.

        (48)   Not to conduct or permit any auction fare bankruptcy close out or
               similar sale of things or properties of any kind to take place on
               the Premises.

3.      The Landlord hereby covenants with the Tenant as follows:

        (1)    That the Tenant paying the rent and other charges hereby
               stipulated and observing

                                       15
<PAGE>   16

               the stipulations herein contained and on the Tenant's part to be
               observed and performed shall peacefully hold and enjoy the
               Premises during the Term without any interruption by the Landlord
               or any person lawfully claiming under or in trust for it.

        (2)    To pay the Property Tax in respect of the Premises during the
               Term.

        (3)    To pay for all capital expenses and expenses of a non-recurring
               nature in respect of the Premises and to be responsible for the
               repair and maintenance of the main structure of the Premises
               PROVIDED THAT the Landlord shall not be liable to the Tenant
               under this Clause unless and until written notice of any defect
               or want of repair has been given by the Tenant to the Landlord
               and the Landlord shall have failed to take any action after the
               lapse of a reasonable time from the date of serve of such notice.

4.      PROVIDED ALWAYS and its is hereby expressly agreed as follows:

        (1)    If the rent and other charges hereby stipulated or any part
               thereof shall be unpaid for fifteen days after becoming payable
               (whether legally demanded or not) or if the Tenant its servants
               agents shall fail or neglect to perform or observe any of the
               terms or conditions herein contained and on the Tenant's part to
               be performed or observed or if the Tenant or other person in whom
               for the time being the term of tenancy shall be vested shall
               become bankrupt or in the case of a limited company shall go to
               liquidation or a petition in bankruptcy against the Tenant, or a
               petition for the winding up against the Tenant if it is a limited
               company, shall have been filed or if the Tenant shall enter into
               any composition or arrangement with creditors or shall suffer
               execution to be levied on the Tenant's goods then and in any of
               the said cases it shall be lawful for the Landlord at any time
               thereafter with or without notice being given to the Tenant to
               determine this Agreement and to re-enter upon the Premises or any
               part thereof in the name of the whole but without prejudice to
               any right of action of the Landlord in respect of any breach by
               the Tenant of any of the terms and/or conditions herein
               contained. If the Landlord elects to give notice to the Tenant
               then a written notice served by the Landlord on the Tenant or
               left at the last known registered office or other address of the
               Tenant or at the Premises to the effect that the Landlord thereby
               exercises the power of determination and/or re-entry hereinbefore
               contained shall be a full and sufficient exercise of such power

                                       16
<PAGE>   17

               notwithstanding any statutory or common law provision to the
               contrary. Without prejudice to other rights and remedies of the
               Landlord hereunder, the Landlord is entitled to charge and the
               Tenant shall pay interest on the said arrears of rent or
               outstanding amount of rates, management fees and all outgoings
               thereof at the best lending rate of The Hong Kong and Shanghai
               Banking Corporation plus five per cent per annum from the date
               the same are due until payment. All costs and expenses incurred
               by the Landlord in demanding the rent and other said charges (if
               the Landlord elects to demand) with a view to exercising the said
               rights or remedies or attempting to do the same shall be repaid
               by the Tenant on a full indemnity basis and shall be recoverable
               from it as a debt PROVIDED ALWAYS THAT the Landlord shall be
               under no obligation to demand the rent or other said charges or
               to serve the said notice before the Landlord exercises the said
               rights and remedies.

        (2)    Not without the prior written consent of the Landlord (which may
               be given subject to conditions and payment of Landlord's approval
               costs) to install additional air-conditioning plant machinery or
               equipment in the Premises ("the said additional air-conditioning
               plant") and in any event no air-conditioning plant machinery or
               equipment (including in particular cooling powers) or any part
               thereof shall be installed or extended outside the Premises
               and/or the external walls of the Building or any part thereof.
               Any application for consent under this Clause shall be supported
               by plans showing the location and size of the said additional
               air-conditioning plant and the approval from the relevant
               Government Authority for such installation (if necessary); in
               such case, the Tenant shall install its own electricity and water
               meters for the said additional air-conditioning plant (if
               necessary) and shall pay all charges for electricity and water
               consumed in respect of the said additional air-conditioning plant
               PROVIDED THAT the Tenant shall upon the expiration or sooner
               determination of this Agreement retain the said additional
               air-conditioning plant if the Landlord so wishes without payment
               of any compensation or forthwith remove such additional
               air-conditioning plant and all associated structures, parts and
               works whatsoever and make good all damage and injury caused to
               the Premises or any part thereof as a result of such removal at
               the Landlord's sole discretion and demand and at the expense in
               all respects of the Tenant and if the Landlord shall be at
               liberty to deduct from the deposit(s) paid hereunder the cost of
               such removal and any shortfall thereof shall be recoverable as a
               debt from the Tenant by the Landlord.

                                       17
<PAGE>   18

        (3)    Acceptance of rent or other cots or charges by the Landlord shall
               not be deemed to operate as a waiver by the Landlord of any right
               to proceed against the Tenant in respect of any breach by the
               Tenant of any of its obligations under this Agreement.

        (4)    The Tenant shall insure and keep adequately insured the Premises
               against any fire, third party's or Public Liability claim. The
               Tenant shall not do or permit to be done anything whereby the
               policy or policies of insurance on the Premises against damage by
               fire or against claims by third parties for the time being
               subsisting may become void or voidable or whereby the rate of
               premium or premia thereon may be increased, and to repay to the
               Landlord on demand all sums paid by the Landlord by way of
               increased premium or premia the Building (if any) and all
               expenses incurred by the Landlord in and about any renewal of
               such policy or policies arising from or rendered necessary by a
               breach of this Clause by the Tenant or its agent, contractors or
               licensees.

        (5)    (a)    The Landlord shall not be under any liability whatsoever
                      to the Tenant in respect of any damage sustained by the
                      Tenant in respect of any damage sustained by the Tenant
                      caused by the suspension of the lift or escalator service
                      or the defective working thereof or through or in any way
                      owing to the overflow of water and/or sewage from any
                      premises or any part of the Building but nothing herein
                      shall be deemed to restrict the Tenant's rights to proceed
                      against any other party for the damage occasioned thereby.

               (b)    The Tenant shall fully indemnify the Landlord against all
                      claims demands actions and legal proceedings whatsoever
                      made upon the Landlord in respect of any loss and damage
                      by fire to any person whomsoever caused by or in any way
                      owing to the negligence of the Tenant.

               (c)    The Tenant shall fully and effectually indemnify the
                      Landlord against all claims demands actions and legal
                      proceedings whatsoever made against the Landlord in
                      respect of any damage to any person or property whosoever
                      caused by the overflow of water sewage or effluent from
                      the Premises caused by or in any way owing to the
                      negligence of the Tenant.

                                       18
<PAGE>   19

        (6)    The Tenant further agrees that if any damage is caused to the
               Landlord or to any person whomsoever directly or indirectly
               through any defective or damaged condition of any part of the
               interior of the Premises (including doors windows and Landlord's
               fixtures therein) (save and except defects of an inherent or
               latent or structural nature) the Tenant shall be wholly
               responsible therefore and shall make good the same by payment or
               otherwise and shall fully and effectually indemnify the Landlord
               against all claims demands actions and legal proceedings
               whatsoever made upon the Landlord by such person in respect
               thereof.

        (7)    If the Premises or any part thereof shall be destroyed or damaged
               by typhoon fire or force majeure (not attributable directly or
               indirectly to any act or default of the Tenant) as to be
               uninhabitable or if at any time during the continuance of this
               tenancy the Premises shall be condemned as a dangerous structure
               or a demolition order or closing order shall become operative in
               respect of the Premises the rent hereby stipulated or a
               proportionate part thereof according to the damage sustained or
               order made shall cease to be payable from the time when the
               Premises shall cease to be habitable or the order shall be made
               until the Premises shall gain be fit for habitation and use and
               accessible PROVIDED THAT the Landlord shall be under no
               obligation to repair or reinstate the Premises or any part
               thereof so destroyed or damaged and PROVIDED FURTHER THAT should
               the Premises not have been reinstated in the meantime either the
               Landlord or the Tenant may at any time after two months from the
               occurrence of such damage or destruction or order give to the
               other of them notice in writing to determine this present tenancy
               and thereupon the same and everything herein contained shall
               cease and be void as from the date of the occurrence of such
               damage or destruction or other but without prejudice to the
               rights and remedies of either party against the other in respect
               of any antecedent claim or breach of covenant or of the Landlord
               in respect of the rent herein reserved until the coming into
               effect of the suspension. For the avoidance of doubt, it is
               hereby agreed that under no circumstances whatsoever and
               howsoever arising the Landlord shall be responsible to reinstate
               the Premises or to render the same fit again for habitation and
               use.

        (8)    Any notice required to be served hereunder shall be sufficiently
               served on the Tenant if delivered to it by post or left addressed
               to it at its last known address in Hong Kong or at the Premises
               or any part thereof. Any notice required to be

                                       19
<PAGE>   20

               served hereunder shall be sufficiently served on the Landlord if
               delivered to it by post or left addressed to it at its place of
               business in Hong Kong. A notice sent by post shall be deemed to
               have been received by the Tenant or the Landlord as the case may
               be at the time when in due course of post it would be delivered
               at the address to which it is sent.

        (9)    For the purpose of Part III of the Landlord and Tenant
               (Consolidation) Ordinance (Cap. 7) and any amendment(s) thereto
               and for the purpose of those present the rent in respect of the
               Premises shall be deemed to be in arrear if not paid in advance
               at the time and in manner hereinbefore provided for payment
               thereof. All costs and expenses of and incidental to the
               distraint shall be paid by the Tenant on a full indemnity basis
               and recoverable from it as a debt.

        (10)   (a)    The Tenant shall on the signing of this Lease pay to and
                      shall maintain with the Landlord the deposit(s) as set out
                      in Part III of the Second Schedule hereto being three
                      months rent, three months management fees and three months
                      central air-conditioning charges. The deposit(s) are paid
                      to the Landlord to secure the due observance and
                      performance by the Tenant of agreement obligations
                      stipulations covenants terms and conditions herein
                      contained and on the Tenant's part to be observed and
                      performed. In the event the Tenant shall commit or suffer
                      to be committed a breach of any of the terms and
                      conditions herein or if the Tenant or another person in
                      whom for the time being the term hereby created shall be
                      vested shall become bankrupt or enter into any
                      arrangements with creditors or suffer any prosecution in
                      respect of the non-payment of any money due to the
                      Government of Hong Kong Special Administrative Region then
                      and in any of the said cases it shall be lawful for the
                      Landlord at any time thereafter to re-enter upon the
                      Premises or any part thereof in the name of the whole and
                      thereupon this Lease shall absolutely determine in which
                      event the deposit(s) shall be absolutely forfeited to the
                      Landlord but without prejudice to any other right or
                      remedy hereunder of the Landlord in respect of any breach
                      of the terms and conditions herein contained and on the
                      part of the Tenant to be observed and performed.
                      Notwithstanding the foregoing the Landlord may in any
                      event at its option elect not to terminate this Lease but
                      to deduct from the deposit(s) the amount of any rent rates
                      and other charges

                                       20
<PAGE>   21

                      payable hereunder and any costs expenses loss or damage
                      sustained by the Landlord as the result of any
                      non-observance or non-performance by the Tenant of any of
                      the said agreements stipulations obligations or
                      conditions. In the event of any deduction being made by
                      the Landlord from the deposit(s) in accordance herewith or
                      in the event of any increase in rent management fees
                      and/or central air-conditioning charges and/or other
                      outgoing in respect of the Premises during the currency of
                      this Lease, the Tenant shall on demand by the Landlord
                      give a further deposit or deposits equal to the amount so
                      deducted or the amount required to maintain the deposit(s)
                      at the total amount of three months' rent and three
                      months' management fee and three months' central
                      air-conditioning charge and failure by the Tenant so to do
                      shall entitle the Landlord forthwith to re-enter upon the
                      Premises and to determine this Lease as hereinbefore
                      provided.

               (b)    If at the expiry or sooner determination of the Term the
                      Tenant shall have paid all the rents, and other charges
                      due hereunder and if there shall be no breach of any of
                      the agreements terms and conditions on the Tenant's part
                      to be observed and performed the Landlord will repay to
                      the Tenant the deposit(s) without any interest thereon
                      within thirty days after the Tenant shall have given to
                      the Landlord vacant possession of the Premises. If there
                      shall be any rent or other charges and if there shall be
                      any breach of any of the said agreements terms and
                      conditions herein on the part of the Tenant and Landlord
                      shall pay out of or apply the deposit(s) or such part
                      thereof as shall be required towards remedying such breach
                      in so far as this may be possible.

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

        (12)   The Landlord shall at any time and from time to time during the
               term be entitled to name the Building with any such name or style
               or names or styles as it in its sole discretion may determine and
               at any time and from time to time to change, alter, substitute or
               abandon any such names Provided that the Landlord shall give

                                       21
<PAGE>   22

               not less than three (3) months' notice in writing to the Tenant
               and the postal and all other relevant authorities to that effect
               and in respect thereof the Landlord shall not be liable in
               damages to the Tenant or be made a party to any other proceedings
               or for costs or expenses of whatsoever nature incurred by the
               Tenant as a result of such change.

        (13)   (a)    The Landlord reserves the right from time to time to
                      improve extend add to or reduce the Building or in any
                      manner whatsoever alter or deal with the Building (other
                      than the demised premises) including but not limited to
                      increasing or reducing the number of shop and units in
                      each floor of the Building to such number as the Landlord
                      may in its absolute discretion think fit and the layout of
                      the shop units and any other units in each floor of the
                      Building and any other right of way, corridors and common
                      areas in the Building and the Landlord shall not be liable
                      for and the Tenant shall have no claim whatsoever against
                      the Landlord in any event for any loss, damages or
                      compensation whatsoever resulting directly or indirectly
                      from the Landlord exercising such right PROVIDED that the
                      Landlord shall use its best endeavour to have such works
                      carried out and completed expeditiously causing the
                      minimal disturbance to the Tenant's use of the Premises as
                      reasonably possible.

               (b)    The Tenant agrees that the Landlord reserves the right for
                      its servants agents contractors and their respective
                      employees to enter upon the Premises and any part of the
                      Premises with all necessary equipment plant and materials
                      for the purpose of carrying out renovation works to the
                      whole Building or a substantial part thereof (if it is
                      deemed necessary by the Landlord) and under no
                      circumstances whatsoever shall the Tenant be entitled to
                      claim any damages or compensation from the Landlord for
                      any inconvenience noise or disturbance cause by such
                      renovation works.

               (c)    If the Landlord resolves to sell, demolish, re-build or
                      refurnish the Building or a substantial part thereof
                      (which intention shall be sufficiently evidenced by a copy
                      of the Resolution of its Board of Directors certified by
                      its Secretary to be a true and correct copy) then in such
                      event the Landlord shall be entitled to give not less than
                      6 clear calendar months' notice in writing to expire at
                      any time to terminate this Agreement, and

                                       22
<PAGE>   23

                      immediately upon the expiration of such notice this
                      Agreement shall terminate but without prejudice to the
                      rights and remedies of either party against the other in
                      respect of antecedent claim or breach of any of the
                      covenants restrictions stipulations or conditions herein
                      contained. Redevelopment and/or refurbishing for the
                      purposes of this Clause shall mean the demolition of the
                      whole Building or a substantial part or parts (but not
                      necessarily a major part) thereof whether or not including
                      any main walls exterior walls or roof of the Building and
                      whether or not any part thereof is to be re-built or
                      reconstructed in the same or any other manner.

        (14)   Notwithstanding anything herein contained or implied to the
               contrary the Landlord may permit any person or organization to
               hold any functions or exhibition or display and merchandise in
               any part or parts of the common areas at such times and upon such
               terms and conditions as the Landlord may in its absolute
               discretion think fit PROVIDED that the Landlord shall ensure that
               none of such activities shall cause any inconvenience to the
               Tenant's use of the Premises.

        (15)   Notwithstanding anything herein contained or implied to the
               contrary the Landlord may provide and install a public address
               system throughout the common areas and play relay or broadcast or
               permit any other person to play relay or broadcast recorded music
               or public announcement therein PROVIDED that the same shall not
               unreasonably cause any nuisance or annoyance to the Tenant.

        (16)   The Landlord shall not in any circumstances be liable to the
               Tenant or any other person whomsoever for the security or
               safekeeping of the Premises or any content therein and in
               particular but without prejudice to the generality of the
               foregoing the provision by the Landlord of watchmen and
               caretakers or any mechanical or electrical systems of alarm of
               whatever nature shall not create any obligation on the part of
               the Landlord as to the security of the Premises or any contents
               therein and the responsibility for the safety of the Premises and
               the contents thereof shall at all times rest with the Tenant nor
               shall the rent and other charges hereinbefore mentioned or any
               part thereof abate or cease to be payable on account of any of
               the foregoing (save and except the same is caused by or
               attributable to the act, neglect or default of the Landlord, its
               servants, agents or contractors) but subject

                                       23
<PAGE>   24

               to Clause 4(7) hereof.

5. Each party shall bear its legal costs of and incidental to the preparations
of this Lease and the stamp duty and the registration fee (if appropriate) on
this Agreement shall be borne and paid by the parties hereto in equal shares.

6. It is hereby declared that in the construction of these presents unless the
contrary intention appears, words importing the masculine gender shall include
feminine and neuter genders and words in the singular shall include the plural.

7. Subject to the provisions contained in the Third Schedule hereto, the Tenant
shall have an option to renew this tenancy for the further term (if any)
Provided in the Third Schedule hereto upon the expiration of the term hereby
granted.

8. For the purpose of these presents any act default or omission of the agents,
servants, contractors, workmen, visitors, members and guests of the Tenant shall
be deemed to be the act default or omission of the Tenant.

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

10. This Lease sets out the full agreement between the parties hereto. No other
warranties or representations have been made or given relating to the Landlord,
the Tenant, the Building or the Premises, or if any warranty or representation
has been made the same is hereby waived.

11. No condoning, excusing or overlooking by the Landlord of any default, breach
or non-observance or non-performance by the Tenant at any time or times of any
of the Tenant's obligations herein contained shall operate as a waiver of the
Landlord's rights hereunder in respect of any continuing or subsequent default,
breach or non-observance or non-performance, or so as to defeat or affect in any
way the rights and remedies of the Landlord hereunder in respect of any such
continuing, or subsequent default or breach, and no waiver by the Landlord shall
be inferred from, or implied by, anything done or omitted by the Landlord unless
expressed in writing, and signed by the Landlord. Any consent given the Landlord
shall operate as a consent only for the particular matter to which it relates
and in no way shall be considered as a waiver or release of any of the
provisions hereof nor shall it be construed as dispensing with the

                                       24
<PAGE>   25

necessity of obtaining the specific written consent of the Landlord in the
future, unless expressly so provided.

12. This Agreement is subject to all requisite consents being obtained by the
Tenant from the Landlord. Any reasonable fees or expenses by the Landlord in
connection with the giving of consents hereunder shall be borne by the Tenant.

13. If the Premises or any part(s) thereof are subject to any mortgage or charge
or other encumbrance, the Landlord shall obtain and forward to the Tenant a
copy, certified as true by a solicitor in Hong Kong Special Administration
Region, of the written consent of the existing Mortgagee or Chargee (as the case
may be) as the creation of this tenancy within 14 days from the date of signing
hereof. If the Mortgagee or the Chargee (as the case may be) shall refuse to
given the said consent, the Tenant shall have the right to terminate this
Agreement at any time thereafter by serving written notice to that effect on the
Landlord, whereupon this Agreement shall be treated as of no further force and
effect except that the Landlord shall forthwith return to the Tenant all monies
paid by the Tenant hereunder but without any interest or compensation.

14. The parties hereto further agree that they shall respectively be bound by
and entitled to the benefit of the Special Conditions (if any) set out in the
Fourth Schedule hereto.

15. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Hong Kong Special Administrative Region. Each
party hereto irrevocably submits to the non-exclusive jurisdictions of the
courts of the Hong Kong Special Administrative Region.


                                       25
<PAGE>   26

                      THE FIRST SCHEDULE ABOVE REFERRED TO



                                     PART I

LANDLORD                   UPCENTRE INVESTMENTS LIMITED whose registered office
                           is situate at 2nd Floor, No.15 Wang Chiu Road,
                           Kowloon. (Company No.294148)

TENANT                     VIALTA.COM HONG KONG COMPANY LIMITED whose registered
                           office is situate at Unit 1801, Westley Square, 48
                           Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.
                           (Business Registration No.30974057-000-05-00-0)

                                     PART II

PREMISES                   All Those UNITS 1008-11 on the TENTH FLOOR, 238
                           NATHAN ROAD, Kowloon, Hong Kong ("the Building")
                           erected on the Section A and the Remaining Portion of
                           Kowloon Inland Lot No.1293, the Section A and the
                           Remaining Portion of Kowloon Inland Lot No.1299 and
                           Kowloon Inland Lot No.1298 ("the Land") which the
                           Premises is for the purpose of identification only
                           delineated and coloured Pink on the Plan annexed
                           hereto.

                                    PART III

TERM                       For the term of two years from 3rd July 2000 ("the
                           Commencement Date") to the 2nd July 2002 both days
                           inclusive.

                                     PART IV

USER                       Restricted to the use as an office premises only and
                           for no other purpose.


                                       26
<PAGE>   27


                      THE SECOND SCHEDULE ABOVE REFERRED TO

                                     PART I

                               Particulars of Rent


RENT (exclusive of government rent, rates management and air-conditioning fees
and all other outgoings) for the Term shall be as follows:

(a)     DOLLARS FIFTY-ONE THOUSAND SEVEN HUNDRED TWENTY-SEVEN AND CENTS FIFTY
        ONLY ($51,727.50) Hong Kong Currency per calendar month payable in
        advance.

(b)     Rent-Free Period: the first three months and 15 days from the
        Commencement Date shall be rent-free. During the Rent-Free Period the
        Tenant shall pay and discharge punctually the rates, Government rent,
        the management and air-conditioning fees and all other outgoings of an
        annual or recurring nature or at any time hereafter chargeable in
        respect of the Premises. The Tenant hereby acknowledges that any delay
        however occasioned either on the Tenant's part in submitting or
        resubmitting the proposed plans and specifications referred to in the
        Clause 2(5)(a) hereto or on the part of the Landlord in approving the
        same will not entitle him to any extension of the Rent-Free period
        hereunder.

                                     PART II

               Particulars of Management and Air-Conditioning Fees


HONG KONG DOLLARS TWELVE THOUSAND TWO HUNDRED TWENTY-SIX AND CENTS FIFTY ONLY
(HK$12,226.50) per calendar month payable in accordance with the provisions of
Clause 2(2) hereof.

1. At the date hereof, the total charge for and management and air-conditioning
fees in respect of the Premises is HK$12,226.50 per calendar month but should
such charges be increased or other charges legitimately be imposed in respect of
the Premises then such increase or other charges so imposed shall be payable by
the Tenant. The Tenant shall on signing this Agreement pay to the Landlord 3
months' management and air-conditioning fees deposit and thereafter during the
term of this tenancy maintain the said deposit at a sum equal to 3 months'

                                       27
<PAGE>   28

management and air-conditioning fees payable hereunder.

2.      (a)    The Landlord shall provide and maintain air-conditioning at all
               times during the normal business hours of the Premises but the
               Landlord shall not be liable to the Tenant nor shall the Tenant
               have any claim against the Landlord in respect of any
               interruption in any of the services hereinbefore mentioned by
               reason of the necessary repair or maintenance of any installation
               or apparatus of any damage thereto or destruction thereof by fire
               water act of God or other cause beyond the Landlord's control or
               by reason of electrical mechanical or other defect or breakdown
               or faults or other inclement conditions or unavoidable shortage
               of fuel material water or labour (save and except the same are
               caused by or attributable to the act, neglect, or default of the
               Landlord, its servants, agents or contractors) and subject to
               clause 4(7) or any act omission or negligence of any contractor
               attendants watchmen or servants of the Manager in or about the
               performance or purported performance of any duty relating to the
               provision of such services by any of them.

        (b)    If the Tenant shall require additional air-conditioning services
               outside the normal business hours of the Premises, the Tenant
               shall obtain prior approval from the Landlord and give to the
               Landlord not less than 2 days' notice in writing stipulating at
               what times the Tenant shall require additional air-conditioning
               supply. All costs and expenses so incurred shall be on Tenant's
               account payable at a rate to be determined by the Landlord's
               reasonable variation from time to time at the Landlord's
               reasonable discretion Provided Always that a minimum charge at
               the said rate calculated for 2 hours per day shall be paid by the
               Tenant on each time the Premises shall receive such additional
               air-conditioning supply. The terms of the deviation and
               additional air-conditioning supply shall be at the Landlord's
               reasonable discretion and the Tenant shall be required to sign
               the necessary undertaking before the provision of such addition
               air-conditioning.

        (c)    The Landlord reserves the right to change the days and hours
               during which the air-conditioning system is operated in the
               Building. Unless and until otherwise changed the daily operating
               hours are from 8:30 a.m. to 6:30 p.m. for Mondays to Fridays
               (both days inclusive) and from 8:30 a.m. to 2:00 p.m. for
               Saturday ("the normal business hours") and no air-conditioning on
               Sundays and Public Holidays.


                                       28
<PAGE>   29


                                    PART III

                           Particulars of the Deposit

The Deposit (exclusive of rates and all other outgoings) comprises:

(I)     The sum of HK$155,182.50 by way of rental deposit (being three months'
        rental); and

(ii)    The sum of HK$36,679.50 by way of management and air-conditioning
        deposit (being three months' management and air-conditioning fees).

                      THE THIRD SCHEDULE ABOVE REFERRED TO

                                       N/A


                      THE FOURTH SCHEDULE ABOVE REFERRED TO

                               Special Conditions

1. The Landlord shall handover the Premises to the Tenant in "as is" condition
and the Landlord shall provide standard amount of material for carpet and raise
floor system to the Tenant at the sole determination of the Landlord.

2. The Tenant covenants with the Landlord that the Tenant will not use or permit
or suffer the Premises or part thereof to be used for the purpose for the
exhibition of China properties nor operating sole or major business of Karaoke
box during the Term or any renewed term of this Tenancy Agreement.

3. The Tenant shall procure ESS TECHNOLOGY, INC., as principal obligor and not
merely as surety to give an unconditional guarantee upon signing of this
Agreement for full, prompt and complete performance and discharge by the Tenant
of all of its obligations and liabilities under or arising out of or in
connection with this Agreement. The guarantee is a continuing guarantee and
shall remain in full force and effect until the obligations and liabilities of
the Tenant under or arising out of or in connection with this Agreement have
been fully performed or discharged.

                                       29
<PAGE>   30

        AS WITNESS the hands of the parties hereto or those of their duly
authorised, representatives the day and year first above written.

SIGNED by Mr. Tony H. C. Lau,          )
one of its directors                   )   For and on behalf of
for and on behalf of the Landlord      )   UPCENTRE INVESTMENTS LIMITED
                                       )
whose signature(s) is verified by:     )   [SIGNATURE ILLEGIBLE]
                                           -----------------------------
                                                Authorized Signature


                          TSE YUEN MING
                               Solicitor to George Tung, Jimmy Ng &
                               Valent Tse, Solicitors, Hong Kong SAR



SIGNED by the Tenant's authorised      )   For and on behalf of
person, Mr. Chan Chi Yin               )   ViAlta.com, Hong Kong Company Limited
for and on behalf of the Tenant        )
                                       )   [SIGNATURE ILLEGIBLE]
whose signature(s) is verified by:     )   -----------------------------
                                                Authorized Signature

                          CHAN YIN CHUN
                        Solicitor, Hong Kong,
                        WAT & CO. SOLICITORS



<TABLE>
<S>                                                          <C>
RECEIVED on or before the day and year first above written
of and from the Tenant the sum of                            )   For and on behalf of
                                                             )   UPCENTRE INVESTMENTS LIMITED
HONG KONG DOLLARS ONE HUNDRED NINETY-                        )
                                                             )   [SIGNATURE ILLEGIBLE]
ONE THOUSAND EIGHT HUNDRED AND SIXTY-                        )   -----------------------------
                                                                      Authorized Signature

TWO ONLY being the above mentioned Deposits to be                 HK$191,862.00

paid by the Tenant to the Landlord


SIGNATURE VERIFIED BY:

                          TSE YUEN MING
                               Solicitor to George Tung, Jimmy Ng &
                               Valent Tse, Solicitors, Hong Kong SAR
</TABLE>


                                       30
<PAGE>   31


                                        Dated the 2nd day of August 2000.






                                            UPCENTRE INVESTMENTS LIMITED


                                                       and


                                        VIALTA.COM HONG KONG COMPANY LIMITED



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

                                                          LEASE

                                                           of

                                        All Those UNITS 1008-11 on the TENTH
                                        FLOOR, 238 NATHAN ROAD, Kowloon, Hong
                                        Kong erected on the Section A and the
                                        Remaining Portion of Kowloon Inland Lot
                                        No.1293, the Section A and the Remaining
                                        Portion of Kowloon Inland Lot No.1299
                                        and Kowloon Inland Lot No.1298.

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




                                           GEORGE TUNG, JIMMY NG & VALENT TSE,
                                                       SOLICITORS,
                                                 6TH FLOOR, FUNG HOUSE,
                                            NOS.19-20 CONNAUGHT ROAD CENTRAL,
                                                       HONG KONG,
                                                   REF: VT/U-12405/00


                                       31