Exhibit 10.6

HARBOUR
CITY


Your Reference:

Our Reference:        011 EST 11/6.1216                          12th June 2002

                      International SMC (HK) Ltd.
                      Suite 1210, Ocean Centre,
                      Harbour City,
                      5 Canton Road, Kowloon


                      Attn: Ms. M. Alicia Haskamp
                      ---------------------------

Dear Ms. Haskamp,

                            Final Measurement of Area
                            Suite 1216, Ocean Centre
                            ------------------------

         We are pleased to confirm that, pursuant to the "The Premises Schedule"
of your Letter of Offer, the final measurement of the subject premises is 794
sq. ft. Accordingly the monthly rent, air- conditioning charge and service
charge will be calculated on this measurement.

         Thank you for your attention.


                                                Yours sincerely,
                                                For and on behalf of
                                                HARBOUR CITY MANAGEMENT LIMITED



                                                Shirley Lai
                                                Tenant Services Manager

SL/JC/cl




HARBOUR CITY MANAGEMENT LIMITED
--------------------------------------------------------------------------------


<PAGE>




                            OCEAN CENTRE - 12TH FLOOR


                                   FLOOR PLAN


                                [GRAPHIC OMITTED]


                                   Suite 1216









<PAGE>



                                                               Yours Truthfully,




                                                        ------------------------
                                                        For and on behalf of

Signature

Name in block letter:      For and on behalf of
                           INTERNATIONAL SMC (HK) LIMITED

Position                   /s/ M. A. Haskamp
                           -----------------
                           Director/Authorized Signatory

                           Ms. M.A. Haskamp
                           Managing direction
                           11/6/2002

                                   ACCEPTANCE
                                   ----------

         We, HARRIMAN LEASING LIMITED, as Leasing Agent for the Landlord HEREBY
accept the foregoing offer.

         Dated

Signed by   Doreen Y. F. Lee
for and on behalf of                            For and on behalf of
HARRIMAN LEASING LIMITED                        HARRIMAN LEASING LIMITED
as Leasing Agent for the
Landlord in the presence of:                    /s/  [Illegible]
                                                -----------------------------
                                                 Director & General Manager
         /s/ Illegible

                     THE SUPPLEMENTARY INFORMATION SCHEDULE
                     --------------------------------------

(Please PRINT the following information):

1.       Full name of the person (or persons) (a partnership) or company to be
         shown as Tenant in the Lease/Tenancy Agreement:

2.       Address, which in the case of a company should be the REGISTERED OFFICE
         ADDRESS:

3.       Name and Address of Solicitors:

4.       Bankers' Name and Address:

5.       Business Registration No.

6.       Approximate date of establishment in Hong Kong:

7.       General nature of business/profession:

8.       If Company, authorized capital: paid-up capital:

9.       Where a subsidiary company, name and address of parent company:

10.      Where a partnership, number and name of partners:

11.      Name of previous/current landlord.

12.      Other relevant background information in support of this Offer:

13.      Contact Person and Telephone No.:



<PAGE>


                              THE PREMISES SCHEDULE
                              ---------------------

1.       The Landlord means the registered owner of the said Lot, Wharf
         {ILLEGIBLE} Limited, (including where the context so admits its
         successors and assigns) acting by its duly authorized agent, Marriman
         Leasing Limited.

2.       Premises:
         Suites 1216, 12th Floor, Ocean Centre, Harbor City Kowloon (as shown on
         the floor plan attached hereto and thereon [ILLEGIBLE] pink).

3.       Approximate Area: 750 sq. ft. gross (subject to final measurement to be
         conducted by the Landlord)

4.       Use of Premises: Restricted to Commercial Offices Use Only. For this
         avoidance of doubt it is hereby declared and confirmed that no private
         sales, sample sales, clearance sales or any similar sales or any
         activities related thereto including but without limiting to
         distribution of circulars or erection or posting up or may revises or
         any [ILLEGIBLE] of any kind may be allowed in any circumstances.

5.       Term of Lease/Tenancy: Three (3) Years from the Commencement Date

6.       Commencement Date: 1st June, 2002 or such other date as specified by
         the Landlord by notice in writing which date shall be within 3 days of
         completion of the Building Finishes as referred to in Clause 2.1 of
         this Offer, whichever date is the later.

7.       Rent and Other Charges:

         (a)(1)   Rent: The rent shall be:

         (i)      From The 1st month to The 36th month HK$ 15.00 per sq ft gross
                  per month;

         and all payable monthly in advance.

         (a)(2)   Market Rental: The Market Rental referred to in paragraph
                  7(a)(1) above shall be determined for the appropriate period
                  or periods in question in accordance with the provisions of
                  Section XI of the Lease/Tenancy Agreement.

         (b)      Air-Conditioning Charges: HK$ 2.70 per sq ft gross per month
                  payable monthly in advance, subject to increase either before
                  or after the Commencement Date. The air-conditioning charge
                  will commence to be payable on and from the date the
                  Landlord's Managing Agent at our request commences the supply
                  or air-conditioning service, but no in any case later than the
                  expiry of the Rent-Free Period.

         (c)      Service Charge: HK$ 1.90 per sq ft gross per month payable
                  monthly in advance, subject to increase either before or after
                  the Commencement Date. The service charge will commence to be
                  payable on and from the Commencement Date.

         (d)      Government Ratios: Estimated at HK$ 562.50 per month.

         (e)      Utility Charges: We shall be responsible for all charges for
                  the supply of gas, water, telephone and electricity including
                  electricity consumed by the air-conditioning unit(s),
                  apparatus and equipment serving the Premises and all deposits
                  to the utility companies.

8.       Rent-Free Period: Rent will commence to be payable 61 days after the
         Commencement date. The service charge, air-conditioning charge, utility
         charges and government rates shall be payable by us during such period.

9.       Deposit: HK$ 45.787.50 representing 3 months' rent (at the highest rate
         specified in paragraph 7(a) above), government rates, air-conditioning
         charge and service charge.

10.      Decoration Deposit: HK$ 5,000.00 payable prior to the commencement of
         the fitout work upon demand to ensure due compliance of instructions
         and directions by our contractors in accordance with Clause 5.2 of this
         Offer. This deposit is refundable by the Managing Agent to us upon
         completion of our [ILLEGIBLE] work after deducting any cost of loss or
         damage incurred including cost of remedy insofar as it is practically
         possible so to do.

11.      Submission of Plans: Immediate after the Landlord's acceptance of this
         Offer.

12.      Facilitation Fee: HK$ 2.00 per sq ft gross representing the costs
         incurred by the Landlord in providing services including consumption of
         temporary electricity to the Premises and removal of construction
         debris from a central collection point during the period of fitting out
         payable upon signing of this Offer.



<PAGE>


5.       TENANT'S WORK
         -------------

         5.1      All approved work (other than that to be carried out by the
                  Landlord's nominated contractors as referred to in Clause 4.1
                  of this Offer) may be carried out by our own contractor (who
                  shall in any event be required to be approved by the Landlord)
                  and we shall be responsible for enduring that these
                  contractors co-operate fully with the Landlord, its servants,
                  agents, workman and contractors and is carrying out their work
                  in such a manner as to avoid any delay to or interference with
                  the Landlord or third parties.

         5.2      We shall ensure that such contractors comply with all
                  instructions and directions (including hours of work) given by
                  the Landlord's representative and/or its Managing Agent and/or
                  the building manager and that our contractors shall remove
                  daily all trash, rubbish and surplus building materials
                  resulting from the work.

         5.3      We shall be responsible for effecting adequate public
                  liability and consumers' all risks insurance and furnishing to
                  the Landlord's representative before the commencement of any
                  work in or to the Premises such evidence as the Landlord may
                  require that the insurance is in place.

6.       LEGAL TENANCY AGREEMENT PREPARATION
         -----------------------------------

         6.1      The Offer is accepted, we agree to execute a lease/tenancy
                  agreement (the "Lease/Tenancy Agreement") in duplicate in the
                  standard form which is sent with this offer and in the
                  attached Schedule(s).

         6.2      We also undertake to pay one half of the stamp duty and
                  registration fee (if any) on this Offer and on the
                  Lease/Tenancy Agreement and its counterpart and to return both
                  copies of the agreement duly executed within 14 days of
                  presentation [ILLEGIBLE] in any event before the Commencement
                  Date specified in paragraph 6 of the Premises Schedule.

7.       SIGNS
         -----

         7.1      We understand that the Landlord will provide at our cost one
                  sign (according to the Landlord's standard design and
                  specifications) to be fixed at some appropriate point(s) in
                  the building for the display of our name and such other
                  particulars as the Landlord may at its discretion approve.

         7.2      We acknowledge and agree that the installation work in respect
                  or such aforesaid sign shall be carried out by the Landlord's
                  nominated contractor at our cost.

8.       CHANGE OF NUMBERING OR NAME OF DEVELOPMENT
         ------------------------------------------

         8.1      We acknowledge that the Landlord reserves the right at any
                  time and from time to time to change the numbering of the
                  Premises (or any part thereof) or the name of the
                  Building/Development (or any part thereof) that the Premises
                  form part as it shall in its absolute discretion [ILLEGIBLE]
                  upon giving to us no less than 3 months' prior notice in
                  writing and the Landlord shall not be liable to us for any
                  loss, damage, claims, costs or expenses resulting therefrom or
                  in connection therewith.

9.       DEPOSIT
         -------

         9.1      We enclose a cheque in your favour as agent of the Landlord in
                  the sum specified in paragraph 9 of the Premises Schedule as a
                  deposit.

         9.2      We acknowledge that in case there shall have been any increase
                  in the air-conditioning charge and/or service charge imposed
                  by the Landlord prior to the Commencement Date, the deposit
                  will be increased accordingly and we undertake to pay such
                  increase forthwith upon demand. We further acknowledge that we
                  shall not be entitled to possession of the Premises until we
                  have paid the whole of the deposit including any increase
                  pursuant to this Clause but that the [ILLEGIBLE]..

         9.3      We acknowledge that if after this Offer has been accepted we
                  fail to execute agreement in accordance with Clause 6 of this
                  Offer or fail to comply with any of the terms and conditions
                  herein the Landlord shall be entitled to its absolute
                  discretion to forfeit the deposit and determine the agreement
                  constituted by your acceptance of this Offer (the "Agreement")
                  by giving notice to us. Nothing herein contained however shall
                  prevent the Landlord from exercising its right to enforce
                  specific performance of the Agreement or claiming against us
                  for damages for breach of the Agreement.

         9.4      We understand that you are at liberty to cash this cheque
                  immediately pending the Landlord's consideration of this Offer
                  and such action on your part shall not be deemed to be an
                  acceptance thereof. Should this Offer not be accepted, the
                  deposit will be returned to us (without interest or other
                  compensation).

         9.5      We understand upon execution of the [ILLEGIBLE] Agreement the
                  deposit will be set against the deposit payable under Section
                  IX of the Lease/Tenancy Agreement.

10.      LANDLORD'S APPROVAL
         -------------------

         10.1     We acknowledge that whatever the consent or approval of the
                  Landlord's required, the same may be given or withheld or
                  given subject to conditions, at the Landlord in its sole
                  discretion may determine.

11.      LANDLORD'S AGENTS
         -----------------

         11.1     We acknowledge that Harriman Leasing Limited acts as Leasing
                  Agent of the Landlord, and has authority to accept/reject this
                  Offer on behalf of the Landlord and that Harbour City
                  Management Limited acts as Managing Agent of the Landlord and
                  has authority to represent and bind the Landlord in all
                  [ILLEGIBLE] in connection with this Offer and if this Offer
                  herein is accepted, in all matters missing from or in
                  connection with the tenancy of the premises.

12.      PRIVACY ORDINANCE NOTICE AND CONSENT
         ------------------------------------

         12.1     The Landlord shall be entitled to supply to any company within
                  the Landlord's group of companies and also to any company
                  which is the ultimate holding company or the Landlord as the
                  Landlord may determine such information or personal data is
                  respect of us for marketing purposes, including the exchange
                  of non-financial information with selected business partners
                  without our further consent being obtained. "Group of
                  companies" and "holding company" shall have the meanings
                  attributed thereto in the companies Ordinance Cap 22 of the
                  Laws of Hong Kong Special Administrative Region.

13.      BANK REFERENCE
         ---------------

         13.1     We enclose a Bank's Reference in support of this Offer.

14.      SUPPLEMENTARY INFORMATION
         -------------------------

         14.1     We have completed the Supplementary Information Schedule as
                  requested by the Landlord.

15.      ADDITIONAL CONDITIONS
         ---------------------

         15.1     We acknowledge that the terms, conditions and provisions set
                  out in the Additional Conditions Schedule attached to this
                  Offer (if any) shall apply and be incorporated in this Offer.

16.      IRREVOCABLE OFFER
         -----------------

         16.1     This Offer shall be irrevocable.

17.      ACCEPTANCE
         ----------

         17.1     To indicate the Landlord's acceptance of this Offer, please
                  sign the Acceptance endorsed at the foot of this Offer.



<PAGE>


To: HARRIMAN LEASING LIMITED
Suite 1611, 16th Floor
Ocean Centre
Harbour City
Kowloon

From: International SMC (HK) Limited
L1 Unit 6
Mirror Tower
61 Mody Road
Kowloon

Dear Sirs,

                       LETTER OF OFFER FOR OFFICE PREMISES
                       -----------------------------------

1.       OFFER
         -----

         1.1      We offer to lease the premises identified in the attached
                  Premises Schedule (the "Premises") from your principal, the
                  registered owner of the Premises (the "Landlord"), on the
                  terms and conditions and subject to payment of the rent and
                  other charges fees and amounts as set out in this letter or
                  offer (this "Offer") and in the Schedule(s).

2.       BUILDING FINISHES
         -----------------

         2.1      We understand that the Landlord's obligations are limited to
                  making the premises available to us with the following:

                  (1)      Concrete floor with cement said screeding;

                  (2)      Standard and emulsion paint painted walls and
                           columns;

                  (3)      Suspended ceiling with acoustic tiles and standard
                           light fittings without wiring in a standard layout;

                  (4)      Standard entrance door;

                  (5)      Automatic smoke detectors and sprinkler system in a
                           standard layout;

                  (6)      Air-conditioning system; and

                  (7)      Electricity supply terminated at a plug-in unit or
                           barber chamber, as the ease may be, in the meter
                           room.

         2.2      We shall undertake and be responsible at our cost for:

                  (1)      all air-conditioning duct work, floor finish,
                           clerical work (including [ILLEGIBLE] of light and
                           power circuits) light-fittings, transfer of air duct
                           to our suspended ceilings, and security, fire
                           services (including sprinklers, infra-red detectors
                           and/or smoke detectors) and air-conditioning unit
                           (on/or control system serving the Premises:

                  (2)      Any other installation, adjustment, modification and
                           alteration of the provisions and fixtures and
                           fittings in the Premises, if approved by the
                           Landlord.

                  2.3      Any other items including any additional fixtures or
                           fittings and interior decoration which we may require
                           will likewise be for our account.

3.       APPROVAL OF INTERNAL LAYOUT
         ---------------------------

         3.1      Within the period specified in paragraph 11 of the Premises
                  Schedule, we shall submit to the Landlord for approval layout
                  plans in respect to the Premises together with detailed design
                  drawings and specifications for the design and construction of
                  all proposed interior work installations and listings.

         3.2      We acknowledge and agree that:

                  (1)      under no circumstances may work be commenced until
                           the full approval of the Landlord in writing has been
                           obtained:

                  (2)      no delays, whether in submitting or resubmitting our
                           proposals and plans or in the Landlord approving the
                           same or otherwise will entitle us to any [ILLEGIBLE]
                           of the rent-free period granted hereunder or to any
                           claim for compensation or otherwise:

                  (3)      the term of [ILLEGIBLE] may commence even though any
                           of the plans, drawings and specifications have not
                           been fully approved or any [ILLEGIBLE] work has not
                           been commenced.

         3.3      We agree to pay upon submission of our initial internal layout
                  plans a Floor Handling Fee to the Landlord or its managing
                  agent at the rate of HK$3.50 per sq. ft. based on the area of
                  the Premises as specified in paragraph 3 of the Premises
                  Schedule for:

                  (1)      voting our initial internal layout plans; and

                  (2)      where such plans include or necessitate work which is
                           required hereunder to be carried out by the
                           Landlord's nominated contractors, handling and
                           co-ordinating the carrying on of such work.

4.       ALTERATION WORK BY NOMINATED CONTRACTORS
         ----------------------------------------

         4.1      We acknowledge that to enable the electrical,
                  air-conditioning, plumbing, drainage, sprinkler, security,
                  building automation and the direction alarm systems in the
                  building to be effectively co- ordinated and controlled all
                  work required by us within the Premises affecting these
                  services and facilities shall be designed and supervised by a
                  professional electrical and Mechanical consultant employed by
                  us, and carried out at our cost by the Landlord's nominated
                  contractors for which purpose we undertake to engage the
                  appropriate contractor nominated by the Landlord for the
                  category of work in question and to pay the nominated
                  contractors' charges for the work as follows:

                  (1)      50% of the [ILLEGIBLE] sum for each category of work
                           and the Landlord's charges at the same time as
                           returning the signed statement of cost(s)

                  (2)      progress payment(s) (if any) as stipulated by the
                           Landlord in the estimate upon presentation of
                           invoices; and

                  (3)      the final account for each category of work and the
                           balance of the Landlord's charges (if any) upon
                           presentation of the relevant invoices.

         4.2      We acknowledge that since the appropriate nominated
                  contractors shall be engaged by us, the Landlord shall
                  notwithstanding the nomination not have any liability to us
                  for or in respect of any set deed matter or thing arising out
                  of or in connection with the engagement of any such contractor
                  or contractors or any work done or omitted to be done by them
                  or any of them pursuant to such engagement.

         4.3      We further agree that in respect of any subsequent [ILLEGIBLE]
                  work in or to the Premises, a handling fee shall be payable to
                  the Landlord in accordance with Section III Clause 7 of the
                  [ILLEGIBLE] Agreement sent with this Offer.




<PAGE>



HARBOUR
CITY


Your Reference:

Our Reference:        011 EST 11/6.1210                          16th April 2002

                      International SMC (HK) Ltd.
                      Suite 1210, Ocean Centre,
                      Harbour City,
                      5 Canton Road, Kowloon

                      Attn: Ms. M. Alicia Haskamp

Dear Ms. Haskamp,

                            Final Measurement of Area
                            Suite 1210, Ocean Centre
                            ------------------------

         We are pleased to confirm that, pursuant to the "The Premises Schedule"
of your Letter of Offer, the final measurement of the subject premises is 3,579
sq. ft. Accordingly the monthly rent, air-conditioning charge and service charge
will be calculated on this measurement.

         Thank you for your attention.


                                                 Yours sincerely,
                                                 For and on behalf of
                                                 HARBOUR CITY MANAGEMENT LIMITED



                                                 Shirley Lai
                                                 Tenant Services Manager

SL/JC/cl


<PAGE>




                            OCEAN CENTRE - 12TH FLOOR


                                   FLOOR PLAN


                                [GRAPHIC OMITTED]


                                   Suite #1210



<PAGE>



                                                  Yours Truthfully,
                                                   International SMC (HK) LTD


                                                  /s/ M. S. Haskamp
                                                  ------------------------
                                                  Director/Authorized Signatory
                                                  For and on behalf of


Signature                  /s/ M. A. Haskamp
                           -----------------
Name in block letters:     Ms. M. A. Haskamp

Position:                  Managing Director

Company Chop:              For and on behalf of
                           INTERNATIONAL SMC (HK) LIMITED

Dated:
                           --------------------------------
                           Director/Authorized Signatory


                                   ACCEPTANCE
                                   ----------

         We, HARRIMAN LEASING LIMITED, as Leasing Agent for the Landlord HEREBY
accept the foregoing offer.

         Dated

Signed by   Doreen Y. F. Lee
for and on behalf of                                For and on behalf of
HARRIMAN LEASING LIMITED                            Harriman LEASING LIMITED
as Leasing Agent for the
Landlord in the presence of:                        /s/  [illegible]
                                                         -----------
                                                    Director & General Manager

/s/ Yvonne Y. F. Lau
Yvonne Y. F. Lau

                     THE SUPPLEMENTARY INFORMATION SCHEDULE
                     --------------------------------------

(Please PRINT the following information):

1.       Full name of the person (or persons) (a partnership) or company to be
         shown as Tenant in the Lease/Tenancy Agreement:

                           International SMC (HK) Ltd.

2.       Address, which in the case of a company should be the REGISTERED OFFICE
         ADDRESS:

         Unit 6, L1, Mirror Tower, 61 Mody Road, TST East, Kowloon

3.       Name and Address of Solicitors:
         T. S. Tong & Co., Wing Lung Building, 9th Floor, 45 Des Voeux Road,
         Central, Hong Kong (Mr. Iu Ting Kwok)

4.       Bankers' Name and Address:
         HSBC, Rm 1006-1012, Cheung Sha Wan Plaza, Tower 2, 833 Cheung Sha Wan
         Road, Kowloon (Mr. Eric W. P. Lee)

5.       Business Registration No.
         18350489-000-07-01-8

6.       Approximate date of establishment in Hong Kong:
         26-Jul-1994

7.       General nature of business/profession:
         Trading

8.       If Company, authorized capital: $10,000
                        paid-up capital: $100

9.       Where a subsidiary company, name and address of parent company:
         100% owned subsidiary of The Singing Machine Co., Inc., 5501 Lyons
         Road, Bldg A-7, Coconut Creek, FL 33073, U.S.A. (A public listed
         company in the American Stock Exchange.)

10.      Where a partnership, number and name of partners:
         NIL

11.      Name of previous/current landlord.
         Koon Wah Mirror Holdings Ltd.

12.      Other relevant background information in support of this Offer:

13.      Contact Person and Telephone No.:
         Miss Dora Lee at 3107-7997 or Miss Michelle Ho at 3107-7992
           (Operations Manager)                 (Finance Manager)



<PAGE>


                              THE PREMISES SCHEDULE
                              ---------------------

1.       The Landlord means the registered owner of the said Lot, Wharf
         {ILLEGIBLE} Limited, (including where the context so admits its
         successors and assigns) acting by its duly authorized agent, Harriman
         Leasing Limited.

2.       Premises:
         Suites 1210, 12th Floor, Ocean Centre, Harbour City Kowloon (as shown
         on the floor plan attached hereto and thereon colored pink).

3.       Approximate Area: 3,535 sq. ft. gross (subject to final measurement to
         be conducted by the Landlord)

4.       Use of Premises: Restricted to Commercial Offices Use Only. For this
         avoidance of doubt it is hereby declared and confirmed that no private
         sales, sample sales, clearance sales or any similar sales or any
         activities related thereto including but without limiting to
         distribution of circulars or erection or posting up or may revises or
         any [ILLEGIBLE] of any kind may be allowed in any circumstances.

5.       Term of Lease/Tenancy: Three (3) Years from the Commencement Date

6.       Commencement Date: 1st May, 2002 or such other date as specified by the
         Landlord by notice in writing which date shall be within 3 days of
         completion of the Building Finishes as referred to in Clause 2.1 of
         this Offer, whichever date is the later.

7.       Rent and Other Charges:

         (a)(1)   Rent: The rent shall be:

                  (i)      From The 1st month to The 36th month HK$ 17.00 per sq
                           ft gross per month; and all payable monthly in
                           advance.

         (a)(2)   Market Rental: The Market Rental referred to in paragraph
                  7(a)(1) above shall be determined for the appropriate period
                  or periods in question in accordance with the provisions of
                  Section XI of the Lease/Tenancy Agreement.

         (b)      Air-Conditioning Charges: HK$ 2.70 per sq ft gross per month
                  payable monthly in advance, subject to increase either before
                  or after the Commencement Date. The air-conditioning charge
                  will commence to be payable on and from the date the
                  Landlord's Managing Agent at our request commences the supply
                  or air-conditioning service, but no in any case later than the
                  expiry of the Rent-Free Period.

         (c)      Service Charge: HK$ 1.90 per sq ft gross per month payable
                  monthly in advance, subject to increase either before or after
                  the Commencement Date. The service charge will commence to be

         payable on and from the Commencement Date.

         (d)      Government Ratios: Estimated at HK$ 3,005.00 per month.

         (e)      Utility Charges: We shall be responsible for all charges for
                  the supply of gas, water, telephone and electricity including
                  electricity consumed by the air-conditioning unit(s),
                  apparatus and equipment serving the Premises and all deposits
                  to the utility companies.

8.       Rent-Free Period: Rent will commence to be payable 87 days after the
         Commencement date. The service charge, air-conditioning charge, utility
         charges and government rates shall be payable by us during such period.

9.       Deposit: HK$ 238.083.00 representing 3 months' rent (at the highest
         rate specified in paragraph 7(a) above), government rates,
         air-conditioning charge and service charge.

10.      Decoration Deposit: HK$ 5,000.00 payable prior to the commencement of
         the fitout work upon demand to ensure due compliance of instructions
         and directions by our contractors in accordance with Clause 5.2 of this
         Offer. This deposit is refundable by the Managing Agent to us upon
         completion of our [ILLEGIBLE] work after deducting any cost of loss or
         damage incurred including cost of remedy insofar as it is practically
         possible so to do.

11.      Submission of Plans: Immediate after the Landlord's acceptance of this
         Offer.

12.      Facilitation Fee: HK$ 2.00 per sq ft gross representing the costs
         incurred by the Landlord in providing services including consumption of
         temporary electricity to the Premises and removal of construction
         debris from a central collection point during the period of fitting out
         payable upon signing of this Offer.


<PAGE>


5.       TENANT'S WORK
         --------------

         5.1      All approved work (other than that to be carried out by the
                  Landlord's nominated contractors as referred to in Clause 4.1
                  of this Offer) may be carried out by our own contractor (who
                  shall in any event be required to be approved by the Landlord)
                  and we shall be responsible for enduring that these
                  contractors co-operate fully with the Landlord, its servants,
                  agents, workman and contractors and is carrying out their work
                  in such a manner as to avoid any delay to or interference with
                  the Landlord or third parties.

         5.2      We shall ensure that such contractors comply with all
                  instructions and directions (including hours of work) given by
                  the Landlord's representative and/or its Managing Agent and/or
                  the building manager and that our contractors shall remove
                  daily all trash, rubbish and surplus building materials
                  resulting from the work.

         5.3      We shall be responsible for effecting adequate public
                  liability and consumers' all risks insurance and furnishing to
                  the Landlord's representative before the commencement of any
                  work in or to the Premises such evidence as the Landlord may
                  require that the insurance is in place.

6.       LEGAL TENANCY AGREEMENT PREPARATION
         -----------------------------------

         6.1      The Offer is accepted, we agree to execute a lease/tenancy
                  agreement (the "Lease/Tenancy Agreement") in duplicate in the
                  standard [ILLEGIBLE] and in the attached Schedule(s).

         6.2      We also undertake to pay one half of the stamp duty and
                  registration fee (if any) on this Offer and on the
                  Lease/Tenancy Agreement and its counterpart and to return both
                  copies of the agreement duly executed within 14 days of
                  presentation [ILLEGIBLE] in any event before the Commencement
                  Date specified in paragraph 6 of the Premises Schedule.

7.       SIGNS
         -----

         7.1      We understand that the Landlord will provide at our cost one
                  sign (according to the Landlord's standard design and
                  specifications) to be fixed at some appropriate point(s) in
                  the building for the display of our name and such other
                  particulars as the Landlord may at its discretion approve.

         7.2      We acknowledge and agree that the installation work in respect
                  or such aforesaid sign shall be carried out by the Landlord's
                  nominated contractor at our cost.

8.       CHANGE OF NUMBERING OR NAME OF DEVELOPMENT
         ------------------------------------------

         8.1      We acknowledge that the Landlord reserves the right at any
                  time and from time to time to change the numbering of the
                  Premises (or any part thereof) or the name of the
                  Building/Development (or any part thereof) that the Premises
                  form part as it shall in its absolute discretion [ILLEGIBLE]
                  upon giving to us no less than 3 months' prior notice in
                  writing and the Landlord shall not be liable to us for any
                  loss, damage, claims, costs or expenses resulting therefrom or
                  in connection therewith.

9.       DEPOSIT
         -------

         9.1      We enclose a cheque in your favour as agent of the Landlord in
                  the sum specified in paragraph 9 of the Premises Schedule as a
                  deposit.

         9.2      We acknowledge that in case there shall have been any increase
                  in the air-conditioning charge and/or service charge imposed
                  by the Landlord prior to the Commencement Date, the deposit
                  will be increased accordingly and we undertake to pay such
                  increase forthwith upon demand. We further acknowledge that we
                  shall not be entitled to [ILLEGIBLE] of the Premises until we
                  have paid the whole of the deposit including any increase
                  pursuant to this Clause but that the [ILLEGIBLE]..

         9.3      We acknowledge that if after this Offer has been accepted we
                  [ILLEGIBLE] agreement in accordance with Clause 6 of this
                  Offer or fail to comply with any of the terms and conditions
                  herein [ILLEGIBLE] Landlord shall be entitled to its absolute
                  discretion to forfeit the deposit and determine the agreement
                  constituted by your acceptance of this Offer (the "Agreement")
                  by giving notice to us. Nothing herein contained however shall
                  prevent the Landlord from exercising its right to enforce
                  specific performance of the Agreement or claiming against us
                  for damages for breach of the Agreement.

         9.4      We understand that you are at liberty to cash this cheque
                  immediately pending the Landlord's consideration of this Offer
                  and such action on your part shall not be deemed to be an
                  acceptance thereof. Should this Offer not be accepted, the
                  deposit will be returned to us (without interest or other
                  compensation).

         9.5      We understand upon execution of the [ILLEGIBLE] Agreement the
                  deposit will be set against the deposit payable under Section
                  IX of the Lease/Tenancy Agreement.

10.      LANDLORD'S APPROVAL
         -------------------

         10.1     We acknowledge that whatever the consent or approval of the
                  Landlord's required, the same may be given or withheld or
                  given subject to conditions, at the Landlord in its sole
                  discretion may determine.

11.      LANDLORD'S AGENTS
         -----------------

         11.1     We acknowledge that Harriman Leasing Limited acts as Leasing
                  Agent of the Landlord, and has authority to accept/reject this
                  Offer on behalf of the Landlord and that Harbour City
                  Management Limited acts as Managing Agent of the Landlord and
                  has authority to represent and bind the Landlord in all
                  [ILLEGIBLE] in connection with this Offer and if this Offer
                  herein is accepted, in all matters missing from or in
                  connection with the [ILLEGIBLE].

12.      PRIVACY ORDINANCE NOTICE AND CONSENT
         ------------------------------------

         12.1     The Landlord shall be entitled to supply to any company within
                  the Landlord's group of companies and also to any company
                  which is the ultimate holding company or the Landlord as the
                  Landlord may determine such information or personal data is
                  respect of us for marketing purposes, including the exchange
                  of non-financial information with selected business partners
                  without our further consent being obtained. "Group of
                  companies" and "holding company" shall have the meanings
                  attributed thereto in the companies Ordinance Cap 22 of the
                  Laws of Hong Kong Special Administrative Region.

13.      BANK REFERENCE
         --------------

         13.1     We enclose a Bank's Reference in support of this Offer.

14.      SUPPLEMENTARY INFORMATION
         -------------------------

         14.1     We have completed the Supplementary Information Schedule as
                  requested by the Landlord.

15.      ADDITIONAL CONDITIONS
         ---------------------

         15.1     We acknowledge that the terms, conditions and provisions set
                  out in the Additional Conditions Schedule attached to this
                  Offer (if any) shall apply and be incorporated in this Offer.

16.      IRREVOCABLE OFFER
         -----------------

         16.1     This Offer shall be irrevocable.

17.      ACCEPTANCE
         ----------

         17.1     To indicate the Landlord's acceptance of this Offer, please
                  sign the Acceptance endorsed at the foot of this Offer.



<PAGE>



To: HARRIMAN LEASING LIMITED
Suite 1611, 16th Floor
Ocean Centre
Harbour City
Kowloon

From: International SMC (HK) Limited
L1 Unit 6
Mirror Tower
61 Mody Road
Kowloon

Dear Sirs,

                       LETTER OF OFFER FOR OFFICE PREMISES
                       -----------------------------------

1.       OFFER
         -----

         1.1      We offer to lease the premises identified in the attached
                  Premises Schedule (the "Premises") from your principal, the
                  registered owner of the Premises (the "Landlord"), on the
                  terms and conditions and subject to payment of the rent and
                  other charges fees and amounts as set out in this letter or
                  offer (this "Offer") and in the Schedule(s).

2.       BUILDING FINISHES
         -----------------

         2.1      We understand that the Landlord's obligations are limited to
                  making the premises available to us with the following:

                  (1)      Concrete floor with cement said screeding;

                  (2)      Standard and emulsion paint painted walls and
                           columns;

                  (3)      Suspended ceiling with acoustic tiles and standard
                           light fittings without wiring in a standard layout;

                  (4)      Standard entrance door;

                  (5)      Automatic smoke detectors and sprinkler system in a
                           standard layout;

                  (6)      Air-conditioning system; and

                  (7)      Electricity supply terminated at a plug-in unit or
                           barber chamber, as the ease may be, in the meter
                           room.

         2.2      We shall undertake and be responsible at our cost for:

                  (1)      all air-conditioning duct work, floor finish,
                           clerical work (including [ILLEGIBLE] of light and
                           power circuits) light-fittings, transfer of air duct
                           to our suspended ceilings, and security, fire
                           services (including sprinklers, infra-red detectors
                           and/or smoke detectors) and air-conditioning unit
                           (on/or control system serving the Premises:

                  (2)      Any other installation, adjustment, modification and
                           alteration of the provisions and fixtures and
                           fittings in the Premises, if approved by the
                           Landlord.

         2.3      Any other items including any additional fixtures or fittings
                  and interior decoration which we may require will likewise be
                  for our account.

3.       APPROVAL OF INTERNAL LAYOUT
         ---------------------------

         3.1      Within the period specified in paragraph 11 of the Premises
                  Schedule, we shall submit to the Landlord for approval layout
                  plans in respect to the Premises together with detailed design
                  drawings and specifications for the design and construction of
                  all proposed interior work installations and listings.

         3.2      We acknowledge and agree that:

                  (1)      under no circumstances may work be commenced until
                           the full approval of the Landlord in writing has been
                           obtained:

                  (2)      no delays, whether in submitting or resubmitting our
                           proposals and plans or in the Landlord approving the
                           same or otherwise will entitle us to any [ILLEGIBLE]
                           of the rent-free period granted hereunder or to any
                           claim for compensation or otherwise:

                  (3)      the term of [ILLEGIBLE] may commence even though any
                           of the plans, drawings and specifications have not
                           been fully approved or any [ILLEGIBLE] work has not
                           been commenced.

         3.3      We agree to pay upon submission of our initial internal layout
                  plans a Floor Handling Fee to the Landlord or its managing
                  agent at the rate of HK$3.50 per sq. ft. based on the area of
                  the Premises as specified in paragraph 3 of the Premises
                  Schedule for:

                  (1)      voting our initial internal layout plans; and

                  (2)      where such plans include or necessitate work which is
                           required hereunder to be carried out by the
                           Landlord's nominated contractors, handling and
                           co-ordinating the carrying on of such work.

4.       ALTERATION WORK BY NOMINATED CONTRACTORS
         ----------------------------------------

         4.1      We acknowledge that to enable the electrical,
                  air-conditioning, plumbing, drainage, sprinkler, security,
                  building automation and the direction alarm systems in the
                  building to be effectively co- ordinated and controlled all
                  work required by us within the Premises affecting these
                  services and facilities shall be designed and supervised by a
                  professional electrical and Mechanical consultant employed by
                  us, and carried out at our cost by the Landlord's nominated
                  contractors for which purpose we undertake to engage the
                  appropriate contractor nominated by the Landlord for the
                  category of work in question and to pay the nominated
                  contractors' charges for the work as follows:

                  (1)      50% of the [ILLEGIBLE] sum for each category of work
                           and the Landlord's charges at the same time as
                           returning the signed statement of cost(s)

                  (2)      progress payment(s) (if any) as stipulated by the
                           Landlord in the estimate upon presentation of
                           invoices; and

                  (3)      the final account for each category of work and the
                           balance of the Landlord's charges (if any) upon
                           presentation of the relevant invoices.

         4.2      We acknowledge that since the appropriate nominated
                  contractors shall be engaged by us, the Landlord shall
                  notwithstanding the nomination not have any liability to us
                  for or in respect of any set deed matter or thing arising out
                  of or in connection with the engagement of any such contractor
                  or contractors or any work done or omitted to be done by them
                  or any of them pursuant to such engagement.

         4.3      We further agree that in respect of any subsequent [ILLEGIBLE]
                  work in or to the Premises, a handling fee shall be payable to
                  the Landlord in accordance with Section III Clause 7 of the
                  [ILLEGIBLE] Agreement sent with this Offer.