<PAGE>

                                                                   EXHIBIT 10.18

             Dated              2000
             ----------------------------------------------------


                            Weelek Company Limited


                                      AND



                            iAsiaWorks (HK) Limited



             ----------------------------------------------------



                                     LEASE
                                      of
       The Entire 7th, 8th, 9th, 10th, 11th and 12th Floor, and part of
                                 the 6th Floor
                                      of
                          Mega iAdvantage erected on
              The Remaining Portion of Chai Wan Inland Lot No. 30


             ----------------------------------------------------

                              WOO, KWAN, LEE & LO
                                Solicitors &c.,
                          26th Floor, Jardine House,
                                  Hong Kong.

               TW                Doc.#00044676final version
<PAGE>

                                   I N D E X
PARTIES
CLAUSE 1
AGREEMENT
   Premises
   Term

CLAUSE 2
   Rent

CLAUSE 3
(a)  Deposit
(b)  Transfer of Deposit
(c)  Deposit not to be treated as rent

CLAUSE 4  -  TENANT'S OBLIGATIONS
(a)  Rent
(b)  Additional Rent
(c)  Directory Boards & Consent fee
(d)  (i) - (vi)  Due Care to Interior
(e)  (i)   Indemnity against loss/damages from interior defects
     (ii)  Tenant's Insurance
(f)  Storm and Typhoon
(g)  Use service lift
(h)  Rules and Regulations
(i)  Entry by Landlord
(j)  Pipes and Conduits
(k)  Adjacent excavation
(l)  Explosive or unlawful goods
(m)  Floor loading
(n)  Keep windows and doors closed
(o)  (i)   Noise and disturbance
     (ii)  Prohibition of Sale by auction
(p)  Prohibition of illegal immoral use or gambling
(q)  User
(r)  Prohibition of alterations
(s)  Movement of safe, etc.
(t)  Observance of Laws and Conditions of Sale or Government Lease
(u)  Prohibition of Subletting or Transfer
(v)  Prohibition of Domestic Use
(w)  Obstruction of common passages
(x)  Exhibition of signboard
(y)  Breach of Insurance Policy
(z)  Security guards
(aa) To permit viewing the premises
(bb) Delivery of vacant possession upon expiration

CLAUSE 5 - LANDLORD'S OBLIGATIONS
(a)  Quiet possession
(b)  Structural repair
(c)  Government Rent and Property Tax
<PAGE>

CLAUSE 6 - PROVISOS
(a)  Default
(b)  Damages by fire and other cause
(c)  Landlord not bound by representation
(d)  No waiver
(e)  Landlord's inability to perform no excuse for non-payment of rent
(f)  Acts by Tenant's servants etc.
(g)  Meaning of Tenant
(h)  Acceptance of rent
(i)  Tenant to indemnify Landlord against claim by Third Party
(j)  Breach of Building Rules and Regulations by other tenants
(k)  No warranty for security of the Building
(l)  No warranty for user
(m)  Access in repairing works and change of Building Name
(n)  Distraint
(o)  No fine
(p)  Service of Notice
(q)  Legal Costs & Stamp Duty

CLAUSE 7
     Not to use Building name/logo

CLAUSE 8
     Special Conditions

CLAUSE 9
     Jurisdiction and Arbitration

CLAUSE 10
     Meaning of Hong Kong; Currency Denomination

CLAUSE 11
     English Language

CLAUSE 12
     Confidentiality

FIRST SCHEDULE
     Part IA   -  Landlord
     Part IB   -  Tenant
     Part II   -  Premises
     Part III  -  Term
<PAGE>

SECOND SCHEDULE
     Part I    -  Particulars of rent
     Part II   -  Deposit

THIRD SCHEDULE
     Part I    -  Fit out Works
     Part II   -  Building Rules & Regulations
     Part III  -  Landlord's Rights & Reservations

FOURTH SCHEDULE
     Special Conditions
<PAGE>

THIS LEASE               is made the           day of
                         Year Two Thousand

BETWEEN the person, persons or company more particularly described in Part IA of
the First Schedule hereto (hereinafter called "the Landlord") of the one part
and the person, persons or company more particularly described in Part IB of the
First Schedule hereto (hereinafter called "the Tenant") of the other part.

WHEREBY IT IS HEREBY AGREED as follows:

1.     The Landlord hereby demises and the Tenant hereby takes the premises more
particularly described in Part II of the First Schedule hereto shown and
coloured pink on the plan hereto annexed for the purpose of identification only
and is hereinafter referred to as "the said premises" and the use of the Licence
Space as more particularly described in Part II of the First Schedule hereto,
together with the use in common with the Landlord and his tenants, workpeople
and persons authorised by them of the entrances, passages and staircases leading
to the said premises (so far as the same are necessary for the use and enjoyment
of the said premises) And of the lavatories on the same floor, and to enjoy the
central air-conditioning services and the lifts and escalator service (whenever
the same shall be operating) and all common areas common service and facilities,
excepting and reserving unto the Landlord the rights as set out in Part III of
the Third Schedule hereto for the term more particularly specified in Part III
of the First Schedule hereto both days inclusive (hereinafter referred to as
"the said term"), subject to termination as hereinafter mentioned.

2.     The monthly rental for the said premises and licence fee for the Licence
Space for the said term shall be such sum or sums as specified in Part I of the
Second Schedule hereto, which said sum or sums shall be payable inclusive of
rates and service charges but exclusive of Management Fees payable in Hong Kong
Currency in advance on the first day of each and every calendar month without
deduction whatsoever (whether legal or equitable). The first of such payments
shall be apportioned according to the number of days then unexpired in the month
in respect of which such payment is made and the last of such payments shall be
apportioned according to the number of days of the said term remaining in the
month in respect of which such payment is due.

3. (a) The Tenant shall on the signing of this Lease or prior to the
       commencement of the said term, whichever shall be the earlier, pay to the
       Landlord by way of total deposit in the form of a bank guarantee for the
       sum and in the manner as set out in Part II of the Second Schedule hereto
       for the due performance and observance of the agreements on the part of
       the Tenant herein contained ("the Deposit"). At the expiration or sooner
       termination of this Lease subject to prior forfeiture in accordance with
       clause 6(a)(i) hereof, if there shall then be no breach of any of the
       agreements on the Tenant's part to be observed and performed, the
       Landlord will return to the Tenant the Bank Guarantee without interest
       within 30 days after delivery of vacant possession of the said premises
       to the Landlord by the Tenant and after full settlement of all
       outstanding payments due and payable by the Tenant hereunder whichever is
       later but without any interest thereon.

   (b) The parties hereto agree that in the event of the Landlord assigning or
       transferring the ownership of the said premises or the said Building of
       which the said premises forms part to any person ("the New Owner") prior
       to the termination of the term of this tenancy subject to and with the
       benefit of this Lease, Provided That the Landlord obtains from the New
       Owner a covenant in favour of the Tenant in favour of the Tenant
       covenanting to return the bank guarantee to the Tenant for cancellation
       in accordance with this Lease, the Tenant shall procure a replacement
       bank guarantee in the amount of the Deposit to be


[*] - CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.




<PAGE>

       issued in favour of the New Owner, whereupon the Landlord shall return to
       the Tenant the bank guarantee held by the Landlord for cancellation.

   (c) In no event shall the Tenant be entitled to treat payment of the Deposit
       as payment of the rent and licence fee hereby reserved.

   (d) If at any time the rent and licence fee payable by the Tenant hereunder
       shall increase the Tenant shall within 30 days from the agreement or
       determination of such increase produce a replacement bank guarantee or
       further bank guarantee to make up the total amount of the Deposit held by
       the Landlord to be equivalent to three months' increased rent and licence
       fee and failure to produce such replacement or further bank guarantee by
       the Tenant shall justify forfeiture of this tenancy pursuant to the
       provision of clause 6(a)(i) hereof.

4.     THE TENANT AGREES AND COVENANTS WITH THE LANDLORD to observe, perform and
comply with the following terms and conditions throughout the said term:

   (a) To pay the rent licence fee and Management Fee herein reserved in manner
       aforesaid and to pay other charges of a non-capital or recurring nature
       due hereunder in manner hereinafter mentioned.

   (b) The Tenant acknowledges that the rent reserved herein is based on the
       supply of electricity capacity of 90 Watts per square foot of gross floor
       area and the supply voltage of 380(+/- 10%), 50Hz., 3 phase for the
       Tenant's connection at the main switch room on the respective floors of
       the said premises. The gross floor area shall be as determined in
       accordance with the final building plans of the Building by the
       Landlord's Authorised Person (as defined in the Building Ordinance) whose
       determination, as approved by the Buildings Department, shall be final in
       the absence of manifest error or fraud. In the event that the Tenant
       shall request increase of the electricity charge capacity to the said
       premises, subject always to technical feasibility, the Tenant shall pay
       to the Landlord additional rent in an amount incurred by the Landlord to
       supply additional electricity in line with the market rates.

   (c) (i)   To pay to the Landlord or the Management Company immediately upon
             demand the reasonable cost of affixing, repairing, altering or
             replacing as necessary the Tenant's name to the directory boards at
             the said Building.
       (ii)  To pay to the Landlord or the Management Company on demand all
             actual costs charges and expenses and reasonable professional fees
             which may be incurred by the Landlord for any licence or consent
             from the Landlord or the Management Company requested by the Tenant
             pursuant to this Lease upon presentation of reasonable evidence of
             such costs charges expenses and fees.

   (d) To take due care in using the interior of the said premises, including
       the flooring and interior plaster or other finishing materials, walls,
       floors, ceilings and the Landlord's fixtures and fittings therein,
       including but not limited to all doors, windows, electrical, mechanical
       or electronic installations and the Landlord's provisions as set out in
       an agreement between inter alia the Landlord and Tenant dated [    ]
       pursuant of which results in this Lease ("the Agreement"), and deliver up
       the same to the Landlord at the expiration or sooner termination of the
       term in its then as-is condition, save and except structural damages
       caused by the Tenant, in which event the Tenant shall be responsible to
       repair such damages at its own costs. The Tenant particularly agrees:
       (i)   to reimburse the Landlord the reasonable cost of replacing all
             broken and damaged
<PAGE>

             windows or window glass broken or damaged by the negligence of the
             Tenant or any of the Tenant's servants, agents, licensees or
             customers;
       (ii)  to reimburse the Landlord the reasonable cost of repairing or
             replacing any ceiling, lighting and the air-conditioning system and
             any other service system provided by the Landlord which is damaged
             or rendered defective by the misuse or negligence of the Tenant or
             any of the Tenant's servants, agents, licensees or customers;
       (iii) to such extent as any installation of equipment furnishing or
             fitting-out works at the said premises is carried out by the
             Tenant, the Tenant shall prior to the commencement of such
             installation or fitting-out works, at its own cost, prepare and
             submit to the Landlord reasonably detailed drawings and
             specifications of the works to be carried out by the Tenant
             (hereinafter collectively called "the Tenant's Plans").
       (iv)  in the event that the Tenant wishes to carry out any installation
             or fitting out works within the said premises no installation or
             fitting-out works shall be commenced in the said premises without
             the prior written approval of the Tenant's Plans by the Landlord.
             Landlord's approval shall be deemed given if the Tenant's
             application is not rejected or reasonably required to be modified
             in writing within ten (10) days after Tenant's request therefor.
             Notwithstanding the foregoing, if the Tenant wishes to make non-
             structural alterations costing less than four hundred thousand
             dollars ($400,000) the Landlord's consent will be deemed given if
             the Tenant's application is not rejected or reasonably required to
             be modified in writing within 3 business days after receipt of the
             Tenant's submission Provided that the Tenant shall submit such
             application by personal delivery or post to the Landlord's
             specified representative with receipt acknowledged at the
             Landlord's registered office.
       (v)   the approval by the Landlord of the Tenant's Plans shall not
             constitute any representation on the part of the Landlord that the
             said plans comply with the relevant laws and regulations from time
             to time in force under the laws of Hong Kong Special Administrative
             Region and imposed by the Government of Hong Kong Special
             Administrative Region and shall not release the Tenant from its
             obligation to ensure the aforesaid compliance.
       (vi)  be responsible to apply for and obtain all relevant government
             approvals and consents prior to the commencement of installation or
             fitting-out works by Tenant at the said premises.
      (vii)  in the event that the Tenant wishes to carry out any fitting out or
             alteration works relating to any of the systems set out in Part I
             of the Third Schedule hereto (subject always to the Landlord's
             prior consent), the Tenant shall employ the Landlord's nominated
             contractors to carry out such works at the Tenant's costs.

  (e) (i)    to be responsible for any damage or injury caused to any other
             person or property within the said premises due to the act default
             or negligence of the Tenant, its servants, agents, licensees or
             customers and to indemnify the Landlord against all claims,
             demands, actions and legal proceedings whatsoever made upon the
             Landlord by any person to the extent arising in respect thereof.

      (ii)   For the better observance of this clause, the Tenant undertakes to
             effect adequate insurance coverage in respect of the liabilities
             provided herein, including but not limited to third party
             liabilities and professional liabilities. The policy of such
             insurance shall be endorsed to show the Landlord as the registered
             owner of the said premises and loss payee of the proceeds and shall
             contain a clause to the effect that the insurance coverage thereby
             effected and terms and condition thereof shall not be cancelled,
             modified or restricted without prior written notice to the
             Landlord.

  (f) (i)    to take all reasonable precautions to protect the interior of the
             said premises from
<PAGE>

             damage threatened by any approaching storm or typhoon;
      (ii)   in the event of the building being threatened by an approaching
             storm or typhoon, to properly erect the shutter (if any) provided
             by the Landlord for the protection of window panes for which the
             Landlord has made provision in the design of the external windows
             and to keep and preserve such shutters (fair wear and tear inherent
             and subsisting defect excepted) at the Tenant's expense and not to
             remove the same from the said premises except for the purpose of
             necessary repair.

  (g) Not to cause the said premises to become infested with insects or vermin.
      If the Tenant is in breach of this clause, the Tenant shall pay the cost
      of extermination as arranged or approved by the Landlord and the selected
      exterminators shall be given full access to the said premises for such
      purpose.

  (h) To load and unload heavy furniture and chattels only at such times during
      business hours at such spaces and through such entrances and by such
      service lifts as shall be reasonably designated by the Management Company
      for this purpose from time to time.

  (i) To observe faithfully and comply strictly with the non-discriminatory
      Building Rules and Regulations as the Management Company may from time to
      time adopt. Notice of any additional Building Rules and Regulations shall
      be given in writing to Tenant. The Building Rules and Regulations set out
      in Part II of the Third Schedule hereto and such additional Rules and
      Regulations provided that they are not in conflict with the Tenant's
      obligations in this Lease shall be binding upon the Tenant and shall have
      the same force and effect as if set out in the body of this Lease.

  (j) (i)  To permit the Landlord or the Management Company with or without
           workmen or others and with or without appliances at all reasonable
           times, upon prior appointment, to enter upon the said premises (and
           in the event of any emergency and the Tenant shall not be personally
           present to open and permit entry at the time the Landlord or his
           agents may enter without notice and forcibly if need be) to view the
           condition thereof and to take inventories of the Landlord's fixtures
           and fittings therein; to test the electric wiring; to read the meter
           and to do any other act or thing which may reasonably be required to
           be done by the Landlord or the Management company in respect of the
           said premises, and to make good all defects and want of repair there
           found to be the liability of the Tenant hereunder to the reasonable
           satisfaction of the Landlord within the space of 30 days or such
           shorter or longer period as the case may demand from the time of
           receipt of written notice from the Landlord to amend or make good the
           same;

      (ii) if any defects or want of repair the responsibility of which is the
           Tenant's hereunder shall be found and if the Landlord or the
           Management Company shall have given notice in writing to the Tenant
           requiring it to amend the same and if the Tenant shall not within 14
           days after the service of such notice proceed diligently with the
           execution of such repairs, then to permit the Landlord or the
           Management Company to enter upon the said premises upon prior
           appointment and execute such repairs, and the actual costs thereof
           together with interest thereon at the rate of 2% above the prime
           lending rate per annum quoted from time to time by the Hongkong and
           Shanghai Banking Corporation Limited calculated from the time it is
           incurred if not paid within 7 days from written demand by the
           Landlord shall be a debt due from the Tenant to the Landlord and be
           forthwith recoverable by action upon presentation of reasonable
           evidence of such costs.
<PAGE>

  (k) To permit the Landlord to erect, use and maintain pipes, conduits, and
      passage for telecommunication infrastructure in and through the said
      premises, provided the same does not interfere with Tenant's use of or
      access to the said premises. The Landlord or the Management Company shall
      have the right to enter the said premises at all reasonable times upon
      prior appointment to examine the same and the permission to the Landlord
      to use such pipes, conduits, and passage for telecommunication
      infrastructure shall extend to the use of such pipes, conduits and passage
      for telecommunication infrastructure by the Landlord's other authorized
      tenants and licensees, as the case may be; provided that Landlord shall
      perform and execute the aforesaid work diligently and with due care and
      without interfering with the carrying on of the Tenant's business and the
      Landlord shall make good all damage caused. Save and except those arising
      from the breach of this clause by the Landlord, negligence, willful
      misconduct or default of the Landlord, the Management Company, or their
      respective servants, employees, contractors or agents, the Landlord shall
      not be liable to the Tenant for any damage, loss costs or expenses,
      including loss and damages for inconvenience, disturbance, loss of profit
      or goodwill, interruption of service resulting from the execution of any
      of the aforesaid work, nor shall the Tenant be entitled to claim any
      abatement of rent and licence fee on account of any noise, vibration or
      other disturbance to the Tenant's business at the said premises).

  (l) If any excavation or other building works shall be made or authorised in
      the vicinity of the said Building, the Tenant shall permit the Landlord or
      the Management Company to enter the said premises at all reasonable time
      upon prior appointment to do such work as may be deemed necessary to
      preserve the exterior walls of the said Building from injury or damage
      without any claim for damages or indemnity against the Landlord, provided
      that Landlord shall perform and execute the aforesaid work diligently and
      with due care and without interfering with the carrying on of the Tenant's
      business. Save and except those arising from the breach of this clause by
      the Landlord, negligence, willful misconduct or default of the Landlord,
      the Management Company, or their respective servants, employees,
      contractors, or agents, the Landlord shall not be liable to the Tenant for
      any damage, loss, costs or expenses, including loss and damages for
      inconvenience, disturbance, loss of profit or goodwill, interruption of
      service resulting from the execution of any of the aforesaid work, nor
      shall the Tenant be entitled to claim any abatement of rent and licence
      fee on account of any noise, vibration or other disturbance to the
      Tenant's business at the said premises.

  (m) Not to keep or store or allow to be kept or stored upon the said premises
      or any part thereof during the term any arms, ammunition, saltpetre, gun-
      powder, kerosene or any other explosive combustible or unlawful or
      dangerous goods or substance on or in any part of the said premises.

  (n) Not to place any load upon any floor of the said premises in excess of the
      loading capacity for which the floor is designed. The Landlord reserves
      the right to reasonably prescribe the weight and position of all machinery
      and equipment which must be placed so as to distribute the weight.
      Machines and mechanical equipment authorised by the Landlord shall be
      placed and maintained by the Tenant at the Tenant's expense in settings
      sufficient in the Landlord's reasonable judgment to absorb and prevent
      vibration, noise and nuisance to occupiers of other portions of the said
      Building.

  (o) To keep all the windows and doors closed while air-conditioned ventilation
      is in operation. The Landlord shall have the right to send a
      representative to close the same for the Tenant should it be found that
      the Tenant does not comply with the notice to that effect.
<PAGE>

  (p) (i)  Not to do or produce or suffer or permit to be done or produced any
           music, noise (including sound produced by broadcasting from
           television, radio or any apparatus or instrument capable of producing
           or reproducing music and sound) or other acts or things in or on the
           said premises which is a nuisance to or give reasonable cause for
           complaints from the Landlord or the tenants or occupiers of the said
           Building or adjacent or neighbouring premises;

      (ii) Not to permit or suffer any sale by auction to be held upon the said
           premises.

  (q) Not to use the said premises or any part thereof for any illegal or
      immoral purpose or for gambling of any nature.

  (r) Not to use the said premises for any purpose other than as a data centre
      and ancillary office thereto carrying on the business relating to
      telecommunication and internet service.

  (s) (i)  Not to make or permit to be made any alterations in or additions to
           the said premises or to the electrical installation,
           telecommunication infrastructure or other Landlord's fixtures and
           fittings therein or to install any plant apparatus or machinery
           therein or cut, maim or injure, or suffer to be cut, maimed or
           injured any doors, windows, walls, structural members or other fabric
           thereof without having first obtained the written licence and consent
           of the Landlord therefor. Landlord's consent will be deemed given if
           the Tenant's application is not rejected or reasonably required to be
           modified in writing within ten (10) days after Tenant's request
           therefore. Landlord or the Management Company will not entertain any
           application for such consent before the issuance of a full Occupation
           Permit of the said Building. In particular, any structural
           alterations or additions so approved shall be carried out only by
           such person or contractor as shall be reasonably approved by the
           Landlord or the Management Company. Notwithstanding the foregoing, if
           the Tenant shall wish to make non-structural alterations costing less
           than four hundred thousand Hong Kong dollars (HK$400,000) the
           Landlord's consent shall be deemed given if the Tenant's application
           is not rejected or reasonably required to be modified in writing
           within 3 business days after receipt of the same provided that the
           Tenant shall submit such application by personal delivery or post
           addressed to the Landlord's specified representative with receipt
           acknowledged at the Landlord's registered office.

      (ii) To fit out the interior of the said premises in accordance with the
           plans approved by the Landlord, a copy of which is retained by each
           of the parties hereto. The Tenant will not cause or permit to be made
           any variation to the interior design or layout of the said premises
           without the prior written approval of the Landlord first having been
           obtained, such consent not to be unreasonably withheld in the event
           of such approval being requested it shall be a condition precedent to
           the granting thereof that the Tenant shall pay to the Landlord any
           professional fees actually incurred by the Landlord in obtaining the
           approval of its architect for the relocation of any interior
           partitioning. Landlord's consent will be deemed given if the Tenant's
           application is not rejected or reasonably required to be modified in
           writing within ten (10) days after Tenant's request therefore.
           Notwithstanding the foregoing, if the Tenant shall wish to make non-
           structural alterations costing less than four hundred thousand Hong
           Kong dollars (HK$400,000) the Landlord's consent shall be deemed
           given if the Tenant's application is not rejected or reasonably
           required to be modified in writing within 3 business days after
           receipt of the same provided that the Tenant
<PAGE>

           shall submit such application by personal delivery or post addressed
           to the Landlord's specified representative with receipt acknowledged
           at the Landlord's registered office.

  (t) Not to move any safe, heavy machinery, equipment, freight, bulky matter or
      fixtures in and out of the said Building without first obtaining the
      Landlord's written consent. The Tenant shall indemnify Landlord against
      all damages sustained by any person or property and for any damages or
      monies paid out by the Landlord in settlement of any claim or judgments as
      well as reasonable legal costs incurred in connection therewith and all
      actual costs incurred in repairing any damage to the said Building or its
      appurtenances resulting from movement of any heavy machinery, equipment,
      freight, bulky matter or fixtures upon presentation of reasonable evidence
      of such costs.

  (u) To be answerable and responsible for the consequence of any breach on the
      part of the Tenant of any Ordinances, Orders in Council or Regulations,
      and not to do anything in contravention of the provisions of the
      Conditions of Sale or Government Lease under which the Landlord holds the
      said premises or of the Deed of Mutual Covenant and Management Agreement
      of the Building (if any) and to indemnify the Landlord against all claims,
      demands, actions, proceedings, loss, damages, actual costs and expenses to
      the extent arising in respect of any breach by the Tenant of the terms of
      this clause upon presentation of reasonable evidence of such costs and
      expense.

  (v) Subject to Clause 3 of the Special Conditions of the Fourth Schedule
      hereto, not to assign, underlet or otherwise part with the possession of
      the said premises or any part thereof either by way of subletting,
      lending, sharing or other means whereby any person or persons not a party
      to this Lease obtains the use or possession of the said premises or any
      part thereof, irrespective of whether any rental or other consideration is
      given for such use or possession without Landlord's prior written consent,
      not to be unreasonably withheld and in the event of such transfer
      subletting sharing assignment or parting with possession of the said
      premises (whether for monetary consideration or not),it shall constitute a
      breach of this Lease entitling the Landlord to exercise its right or re-
      entry in accordance with the provisions of this Lease. The happening of
      any of the following shall be considered a breach of this clause:
      (i)  liquidation (either voluntary or otherwise) of the Tenant without the
           prior written consent of the Landlord or change in the person or
           persons who own a majority of its voting shares, or a sale of all or
           substantially all of the assets of the Tenant save and except that in
           the case of liquidation for the purpose of reconstruction or
           amalgamation or pursuant to a merger or acquisition of a solvent
           corporate Tenant where all the benefits and liabilities of this Lease
           are assigned to a company of equal or better credibility and
           financial state carrying out the business relating to
           telecommunication and/or internet services which assignment is made
           in the Landlord's form reasonably acceptable to the Tenant and at the
           Tenant's or assignee's sole costs; and

      (ii) the giving by the Tenant of a Power of Attorney or similar authority
           whereby the donee of the Power obtains the right to use, possess,
           occupy or enjoy the said premises or any part thereof or does in fact
           use, possess, occupy or enjoy the same;

      provided that the location of equipment on the said premises or
      subscription of services by the Tenant's customers shall not be considered
      as a breach of this clause and shall not constitute a sub-letting under
      Clause 3 of the Special Conditions in the Fourth Schedule if such
      customer's business is relating to telecommunication and internet services
      and no
<PAGE>

        interest in land is conferred to such customer.

  (w)   Except for the purpose of operation of the Tenant's business, not
        without the Landlord's prior permission in writing to permit any person
        to remain in the said premises overnight. Such permission shall only be
        given to enable the Tenant to post watchmen to look after the contents
        of the said premises, which shall not be used as sleeping quarters or as
        domestic premises within the meaning of any Ordinance for the time being
        in force.

  (x)   Not to place or leave in the entrance or any of the staircases, common
        passages or landings of the said Building not in the exclusive
        occupation of the Tenant any boxes, goods, furniture, chattels, dust-
        bins, packing-cases, rubbish or other things or otherwise encumber the
        same, and not to obstruct or permit or suffer to be obstructed any
        emergency lift access panels in the said premises. The Landlord or the
        Management Company shall have the right to remove the same, following
        reasonable prior notice to Tenant, at the Tenant's expense and the
        Tenant shall indemnify the Landlord against all loss, claims, or damages
        resulting from such removal.

  (y)   Subject to Clause 7 of the Special Conditions of the Fourth Schedule
        hereto, not to exhibit or display within or on the exterior of the said
        premises any writing, sign or other device, whether illuminated or not,
        which may be visible from outside the said premises which would
        materially and adversely affect or alter the external appearance of the
        Building, except the display of name-plate or signboard of the Tenant at
        the entrance to the said premises, the size and position of such name-
        plate or signboard shall be subject to the approval of the Landlord. The
        Landlord or his authorised agents shall have the right to remove at the
        cost and expense of the Tenant any signboard, sign, decoration or device
        which shall be affixed or put up or displayed without the prior approval
        of the Landlord or his agents.

  (z)   Not to do or permit to be done any act or thing whereby the policy or
        policies of insurance on the said 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 premiums thereon may
        be increased, and to repay to the Landlord on demand all reasonable sums
        paid by the Landlord by way of increased premium or premiums thereon and
        all actual expenses incurred by the Landlord in and about any renewal of
        such policy or policies rendered necessary by a breach of this clause.

  (aa)  Not to employ any security organisation for the rendering of any
        services for or in connection with the said premises except with the
        prior written consent of the Landlord, but to permit the Landlord's
        servants or security guards to enter the said premises at all reasonable
        times for security purposes, and to connect and keep the said premises
        connected to any communal alarm or security system.

  (bb)  During the period of three months immediately before the expiration of
        the said term of this Lease, to permit all persons having written
        authorisation from the Landlord or the Management Company to enter and
        view the said premises and every part thereof at all reasonable times
        upon prior appointment without interfering with the carrying on of the
        Tenant's business.

  (cc)  At the expiration or sooner termination of this Lease, to deliver up to
        the Landlord vacant possession of the said premises together with all
        Landlord's fixtures and fittings and Landlord's provision (if any) in
        as-is condition upon Landlord's provision, save and except structural
        damage caused by the Tenant, in which event the Tenant shall be
<PAGE>

        responsible to repair such damage at its own costs.

5.      THE LANDLORD AGREES AND COVENANTS WITH THE TENANT as follows:

   (a)  To permit the Tenant (duly paying the rent and licence fee and observing
        and performing the terms and conditions herein contained) to have quiet
        possession and enjoyment of the said premises during the said term
        without any interruption by the Landlord or anyone lawfully claiming
        under or through or in trust for the Landlord.

   (b)  To keep in good and tenantable repair and condition those part of the
        said premises the repair of which is not the responsibility of the
        Tenant under this Lease and to procure the Manager of the said Building
        to repair such structural defects in the roof, main electricity supply,
        cables, main drain, main pipes, main walls and exterior window frames of
        the said Building and the lifts, escalators and air-conditioning plants
        therein as the Landlord shall discover or as the Tenant or other
        authorised person or Authority shall by notice in writing bring to the
        attention of the Landlord, and to maintain the same in a proper state of
        repair and condition at the cost of the Landlord, provided that the
        Landlord shall be entitled to be given a reasonable period of time
        wherein to view any such defects and to amend and repair the same;
        provided further that the Landlord shall neither be liable to pay
        compensation to the Tenant in respect of any period during which due to
        circumstances beyond the control of the Landlord the proper operation of
        the said lifts and escalators shall be interrupted as the result of
        mechanical failure or need for repair or overhaul nor shall the Landlord
        be liable thereby to grant an abatement of rent and licence fee in
        respect of such interruption (save and except that those arising from
        the negligence, intentional misconduct or default of the Landlord,
        Management Company, or their respective servants, employees,
        contractors, or agents).

   (c)  To pay the Government rent, rates, Property Tax and other charges of a
        capital or non-recurring nature payable in respect of the said premises.

6.      PROVIDED ALWAYS AND IT IS MUTUALLY AGREED as follows:

   (a)  (i)  If the rent and licence fee reserved or any part thereof be in
             arrears (whether formally demanded or not) or in the case of the
             breach, non-performance, non-observance or non-compliance of any of
             the material stipulations and material agreements herein contained
             on the part of the Tenant to be kept done or performed, and the
             Tenant shall fail to pay such arrears within 14 days after receipt
             of a written notice from the Landlord, or fail to remedy such
             breach or non-performance non-observance or non-compliance within
             30 days after receipt of a written notice from the Landlord or if
             the Tenant shall go into liquidation without the prior consent of
             the Landlord (save and except that, in the case of liquidation for
             the purpose of reconstruction amalgamation or pursuant to a merger
             or acquisition of a solvent corporate Tenant where all the benefits
             and liabilities of this Lease are assigned to a company of equal or
             better credibility and financial state carrying out the business
             relating to telecommunication and/or internet services which
             assignment is made in the Landlord's form reasonably acceptable to
             the Tenant and at the Tenant's or assignee's sole costs, the
             Landlord's prior consent is not required), or shall have any order
             made or resolution passed for its winding up or (being a firm or
             partnership) shall cease trading or shall have its Business
             Registration cancelled or shall enter into any composition or
             arrangement with his creditors or shall suffer execution to be
             levied upon any of his goods or effects, it shall be lawful for the
             Landlord at any time thereafter to re-enter upon the said premises
             or any part thereof in the name of
<PAGE>

             the whole and to forfeit the Deposit as and for liquidated damages
             and not as a penalty, by calling upon the bank to pay over the sum
             guaranteed, and thereupon this Lease shall absolutely terminate but
             without prejudice to any alternative rights which may have accrued
             to the Landlord by reason of any antecedent breach of any of the
             obligations on the part of the Tenant hereinbefore contained. A
             written notice served by the Landlord on the Tenant to the effect
             that the Landlord thereby exercises the power of re-entry shall be
             a full and sufficient exercise of such power without actual entry
             on the part of the Landlord.

       (ii)  Notwithstanding the foregoing, the Landlord may in any such event
             at its option elect not to terminate this Lease but to deduct from
             the Deposit the amount of any actual loss incurred by the Landlord
             in consequence of the breach, non-observance or non-performance by
             the Tenant (including legal cost and expenses mentioned in clause
             6(n) hereof), by calling upon the bank to pay over such amount, in
             which event the Tenant shall, as a condition precedent to the
             continuation of the tenancy, deposit with the Landlord the amount
             so deducted by producing a replacement bank guarantee or additional
             bank guarantee within 14 days after receipt of notice from the
             Landlord and, if the Tenant shall fail so to do, the Landlord shall
             forthwith be entitled to re-enter on the said premises and to
             terminate this Lease, in which event the Deposit may be forfeited
             to the Landlord as hereinbefore provided.

      (iii)  Notwithstanding anything hereinbefore contained, in the event rent
             and licence fee and/or Management Fees is not paid by on the
             seventh day of each month, the Tenant shall further pay to the
             Landlord on written demand interest on the amount in arrears at the
             rate of 2% above the prime lending rate per annum quoted from time
             to time by the Hong Kong and Shanghai Banking Corporation Limited
             calculated from the date on which the same becomes due for payment
             (i.e. from the 1st day of each month as stipulated in First
             Schedule and clause 4(f)(i) hereof) until the date of payment,
             provided that the demand and/or receipt by the Landlord of interest
             pursuant to this provisions shall be without prejudice to and shall
             not affect the right of the Landlord to exercise any other right or
             remedy hereof (including the right of re-entry) exercisable under
             the terms of this Lease.

      (iv)   In addition and without prejudice to the Landlord's right under
             clause 6(a) (i) and (ii) hereinabove, in the event of the Tenant
             failing to pay rent and licence fee or committing any breach of
             this Lease, upon exercising its right of re-entry and the Tenant
             failing to deliver up vacant possession of the said premises to the
             Landlord and the Landlord having obtained the appropriate order of
             a court or tribunal or such other competent authority to enter the
             said premises and there has been no stay of such order, the
             Landlord may, and the Tenant hereby specifically authorises the
             Landlord to, cut off the supply of electricity and air-conditioning
             to the said premises and to dispose of all objects including goods
             merchandise equipment furniture and fixtures in or at the said
             premises in such manner as the Landlord shall deem fit, and any
             actual costs in connection therewith shall be paid by the Tenant
             and shall be recoverable from it as a debt upon presentation of
             reasonable evidence of such costs.


  (b) (i)    If the said premises or any part thereof are rendered uninhabitable
             by fire, water, storm, wind, typhoon, white ants, earthquake or any
             calamity beyond the control of the Landlord and not attributable to
             any failure by the Tenant to observe and carry out the terms and
             conditions of this Lease or when any closure order is imposed on
<PAGE>

          the said premises or any part thereof, the rent and licence fee and
          the Management Fee or a part thereof proportionate to the extent to
          which the said premises shall have been so rendered uninhabitable
          shall abate and cease to be payable until the same shall have been
          again rendered fit for occupation or such closure order has been
          discharged or removed, provided always that the Landlord shall not be
          required to reinstate the said premises if by reason of the condition
          of the same or any local Regulations or other circumstances beyond the
          control of the Landlord it is not practicable or reasonable to do so,
          and provided further that should the said premises or the said
          Building not have been reinstated and rendered inhabitable in the
          meantime either the Landlord or the Tenant may at any time after six
          months from the calamity give to the other of them a notice in writing
          to terminate this Lease and thereupon the same and everything herein
          contained shall terminate as from the date of the calamity but without
          prejudice to the rights and remedies of either party against the other
          in respect of any antecedent claim or breach of the agreements,
          stipulations, terms and conditions herein contained or of the Landlord
          in respect of the rent and licence fee payable hereunder prior to the
          coming into effect of the suspension or of the Tenant to the return of
          its deposit pursuant to clause 3 hereof. Any dispute concerning this
          clause shall be determined by arbitration in accordance with the
          provisions of the Agreement (as defined in Clause (c)(I) of Part I of
          the Second Schedule).

     (ii) If at any time during the continuance of this Lease the competent
          authorities shall order the said Building to be pulled down or shall
          make a demolition order which shall become operative in respect of the
          said premises or any part thereof, the Agreement hereby created shall
          cease as from the commencement of the pulling down of the said
          premises or from the time when such demolition or closure order shall
          become operative, whereupon the Tenant shall deliver vacant possession
          of the said premises to the Landlord and the Landlord shall return to
          the Tenant the Deposit held by the Landlord hereunder without
          interest, and neither party shall have any claim against the other
          thereafter but without prejudice to any claim in respect of any
          antecedent breach.

(c)  The Landlord shall not be bound by any representations or promises with
     respect to the said Building and its appurtenances or in respect of the
     said premises except as herein expressly set forth or contained in the
     Agreement with the object and intention that the whole of the covenants
     between the Landlord and the Tenant shall be set forth herein and in no way
     modified by any discussions or correspondence which may have preceded the
     signing of this Lease.

(d)  No condoning, excusing or overlooking by either party of any default,
     breach or non-observance or non-performance by the other party at any time
     or times of any of that other party's obligations herein contained shall
     operate as a waiver of the first party's rights hereunder in respect of any
     continuing or subsequent default, breach, non-observance or non-performance
     or so as to defeat or affect in any way the rights of the first party's
     herein in respect of any such continuing or subsequent default or breach,
     and no waiver by the first party shall be inferred from or implied by
     anything done or admitted by the first party unless expressed in writing
     and signed by the first party.

(e)  This Lease and the obligations of the Tenant to pay rent and licence fee
     and other sums due hereunder and perform the Tenant's obligations hereunder
     shall in no way be affected, impaired or excused because the Landlord is
     unable due to circumstances beyond his control to fulfill any of his
     obligations under this Lease, or to supply, or is delayed in
<PAGE>

     supplying, any service expressly or impliedly to be supplied, or is unable
     to make or is delayed in making any repair, additions, alterations or
     decoration, or is unable to supply or is delayed in supplying any equipment
     or fixtures, if the Landlord is prevented or delayed from so doing by
     reason of strike, labour troubles, or shortage of materials or any outside
     cause whatsoever or by reason of any order or regulation of any department
     of the Hong Kong Government (save and except those arising from the
     negligence, misconduct or default of the Landlord, Management Company, or
     their respective servants, employees, contractors, or agents).

(f)  For the purposes of these presents any act default or omission of the
     agents servants visitors staffs and customers of the Tenant shall be deemed
     to be the act default or omission of the Tenant.

(g)  The expression "the Tenant" shall (where the context permits) mean and
     include the party or parties specifically named but shall not include the
     executors and administrators of any such party or where such party is a
     corporation any liquidator thereof.

(h)  The Tenant hereby expressly declares that at the expiration or sooner
     termination of this Lease the Tenant will promptly and punctually quit and
     deliver up possession of the said premises at the expiration of this Lease
     or sooner determination as aforesaid

(i)  Acceptance or payment of rent and licence fee by the Landlord or the Tenant
     (as the case may be) shall not be deemed to operate as a waiver by the
     Landlord or the Tenant of any right to proceed against the Tenant or the
     Landlord in respect of any breach non-observance or non-performance by the
     Tenant or the Landlord of any of the agreements, stipulations and
     conditions herein contained and on the Tenant's or the Landlord's part to
     be observed and performed.

(j)  (1)  The Landlord shall not be under any liability to the Tenant or to any
          other person whosoever in respect of any loss or damage to person or
          property, loss of profit, or business or any pecuniary or monetary
          loss whatever caused by or through or in any way owing to (save and
          except those arising from the negligence, misconduct or default of the
          Landlord, the Management Company, or their respective servants,
          employees, contractors or agents):
          (i)  the overflow of water, influx of rain water or sea water into the
               said Building, or the said premises or the activities of rats or
               other vermin in the said Building, or the escape of fumes, smoke,
               fire or any other substance or thing from anywhere within the
               said Building, or caused as a result of burglary or robbery. The
               Tenant shall fully and effectually indemnify the Landlord from
               and against all claims and demands made against the Landlord by
               any person in respect of any loss, damage or injury caused by or
               through or in any way owing to the overflow of water or the
               escape of fumes, smoke, fire or any other substance or thing
               originating from the said premises (save and except due to the
               structural defect not caused by the Tenant or inherent defect of
               the said Building or said premises), or owing to the negligence
               or default of the Tenant, his servants, agents or licensees
               defective or damaged condition of any fixtures or fittings the
               repair for which the Tenant is responsible hereunder, and against
               all actual costs and expenses incurred by the Landlord in respect
               of any such claim or demand upon presentation of reasonable
               evidence of such costs and expenses; or
          (ii) the defect in or breakdown or suspension of services of the
               lifts, escalators, fire and security services, air-conditioning
               plant, telecommunication infrastructure,
<PAGE>

               power supply system, fire protection system or other services of
               the said Building; or
        (iii)  fracture, malfunction explosion, breakdown or suspension of the
               electricity or water supply to the said Building or the said
               premises; or
        (iv)   the neglect or default of the tenants or and occupiers of any
               other parts of the said Building and their employees agents
               licensees and visitors;
        (v)    failure, malfunction, breakdown, interruption or interference of
               any computer system data base or electronic system whatsoever;
        nor shall the rent and licence fee or other charges payable hereunder or
        any part thereof be reduced, abate or cease to be payable on account of
        any of the foregoing, provided that if any suspension or interruption of
        building services lasts for three (3) or more consecutive days
        preventing the Tenant from carrying on its business at the said
        premises, the rent and license fees and Management Fees or a due
        proportion thereof shall abate from the 4th day until service is
        restored.

    (2) Except any breach of this Lease that is due to a reckless act or
        omission or willful misconduct by a party's employee, agent, contractor
        or sub-contractor no party will be liable to any other party for any
        incidental, indirect, consequential or special damages of any nature
        whatsoever (including but not limited to loss or damage resulting from
        loss of use, loss of profits or revenues, costs of capital, loss or
        goodwill, claims of customers, or fines and penalties) for any breach of
        this Lease or any claim in tort, related to or concerning this Lease.

    (3) The maximum aggregated liability of or extent of indemnity given by each
        party to the other under or in respect of this Lease and the Agreement
        (hereinafter defined), excluding liquidated damages pursuant to clause
        5.5 or clause 28 of the Agreement, will be [*].

(k) The Landlord shall not be responsible or liable for any loss or damage
    howsoever arising from the non-observance by the other tenants or occupiers
    of the said Building of the Building Rules and Regulations mentioned in
    clause 4(i) hereof, provided that Landlord shall use good faith efforts to
    uniformly enforce the Rules and Regulations.

(l) The Landlord gives no guarantee or warranty whatsoever for the security or
    safe keeping of the said Building or any persons or contents therein. In
    particular, but without prejudice to the generality of the foregoing, the
    provision by the Landlord of watchmen and caretakers, security guards 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
    said premises or any contents therein and the responsibility for the safety
    of the said premises and the contents thereof shall at all time rest with
    the Tenant (save and except those arising from the negligence, misconduct or
    default of the Landlord, the Management Company, or their respective
    servants, employees, contractors or agents).

(m) The Landlord gives no guarantee or warranty whatsoever in respect of the
    user of the Building. The Tenant shall at its own costs and expenses apply
    for all requisite licences, permits, consents and approvals from the
    government or other relevant authorities in respect of the Tenant's business
    carried on therein.

(n) The Tenant particularly agrees that:

    (i)   The Landlord shall have access to the said premises at all reasonable
          times, and upon prior appointment, for the purpose of carrying out any
          necessary repair and

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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



<PAGE>

          maintenance works to the said Building or any part thereof
          (hereinafter referred to as "the said Works"); and

    (ii)  The Landlord shall also have the right at any time without the same
          constituting an actual or constructive eviction of the Tenant and
          without incurring any liability to the Tenant therefore, but provided
          the same does not interfere with Tenant's use of or access to the said
          premises, to change the arrangement and/or location of entrances,
          passageways, doors, doorways, corridors, landings, staircases,
          lobbies, lifts, escalators, toilets or other public parts of the said
          Building or any services or apparatus serving the said Building and to
          change the name, number or designation by which the said Building is
          known Provided that in the event of change of name number or
          designation of the said Building, the Landlord shall give to the
          Tenant and the Postal and other relevant Government Authorities not
          less than three months' notice of its intention so to do; and

    (iii) Provided that the Landlord shall perform and execute the said Works
          diligently and with due care and without interfering the carrying on
          of the Tenant's business, the Landlord shall not be liable to the
          Tenant for any damage claim costs or expenses, including loss and
          damage for inconvenience, disturbance, loss of profit or goodwill,
          interruption of services resulting from the execution of the said
          Works by the Landlord or the aforesaid change, nor shall the Tenant be
          entitled to claim any abatement or reduction of rent and licence fee
          or extension of rent and licence fee free period on account of any
          noise, vibration, or other disturbance to the Tenant's business at the
          said premises (save and except those arising from the negligence,
          intentional misconduct or default of the Landlord, the Management
          Company, or their respective servants, employees, contractors or
          agents).

(n)  For the purposes of Landlord and Tenant (Consolidation) Ordinance, Chapter
     7, Part III and of these presents, the rent and licence fee payable in
     respect of the said premises shall be and be deemed to be in arrears if not
     paid in advance at the times and in manner hereinbefore provided for
     payment thereof. All actual legal costs of and incidental to the demand for
     rent and licence fee distraint or any legal action for the recovery of rent
     and licence fee and any other sums due hereunder shall be recoverable from
     the Tenant as a debt upon presentation of reasonable evidence of such
     costs.

(o)  The Tenant hereby expressly declares that he has paid no premium,
     construction fee, key money or other sum of money of a similar nature to
     the Landlord or other person or persons authorised by him for the
     possession of the said premises or for the granting of this tenancy.

(p) Any notice under this Lease shall be in writing and any bills, statements or
    notice to the Tenant shall be sufficiently served if sent to its registered
    office by prepaid post or sent to its last known business address in Hong
    Kong, and any notice to the Landlord shall be sufficiently served if
    delivered to its registered address by prepaid post or delivered to its last
    known business address in Hong Kong.

(q) Each party shall bear its own legal costs, but the stamp duty and
    registration fee of this Lease and its duplicate shall be borne by the
    parties in equal shares.

7.  If the Landlord shall at any time resolve to sell, demolish, re-build or
    refurbish the Building or any substantial part thereof which include the
    said premises and Licence Space (which resolution and the intention so to do
    shall be conclusively evidenced by a copy of a resolution of its board of
<PAGE>

directors certified by any one of its directors or its secretary to be a true
copy), the Landlord shall be entitled to give not less than 12 calendar months'
notice in writing to expire at any time to terminate this Agreement, and
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 any antecedent claim or breach of any of the agreements
restrictions stipulations or conditions herein contained Provided Always that
the Landlord shall not exercise its right prior to the expiration of the [*]
year of the said term. "Demolish" and/or "rebuild" for the purposes of this
Clause shall mean the demolition and/or rebuilding of the whole of the Building
or a substantial part or substantial parts thereof whether or not including any
main walls exterior walls or roof of the said premises and whether or not any
part thereof is to be re-built or reconstructed in the same or any other manner.
"Refurbish" may or may not include demolition of the Building or any substantial
part thereof.


8.   The Tenant hereby expressly acknowledges that nothing herein contained
shall confer on the Tenant any right, interest and privilege to use or permit to
be used the name/logo or any part of the name/logo of the Landlord or of the
said Building or any picture, representation or likeness of the whole or any
part of such name/logo of the said Building as a trade name or part of the trade
name for the Tenant's business operating in the said premises or in anyway in
connection with the operation of the Tenant's business at the said premises save
and except the use of the same as the address for the Tenant.

9.   This Lease is also subject to the special conditions set out in the Fourth
Schedule hereto (if any). All the schedules to this Lease shall form part of
this Lease. Should there be any conflicts or inconsistencies between the terms
and conditions in the Fourth Schedule hereto and that of in other parts of this
Lease, the terms and conditions in the Fourth Schedule shall prevail.

10.  This Lease shall be governed by and construed in accordance with the laws
of Hong Kong.

11.  The reference to "Hong Kong" shall mean the Hong Kong Special
Administrative Region and "the Government" shall mean the Government of the Hong
Kong Special Administrative Region. All references to monetary amounts herein
shall be denominated in Hong Kong Dollars.

12.  This Lease has been negotiated and drafted in the English language. It is
the intention and agreement of the parties that this Lease, as documented in the
English language, accurately and completely states all agreements and
understandings of the parties with respect to the subject matter of this Lease.
The parties agree that, although translations and summaries of the Lease may
have been prepared and used by one or more of the parties from time to time
during the preparation and negotiation of the Lease, no translation of this
Lease into any other language, no form of this Lease other than the English
language form executed by both parties, and no drafts, correspondence or any
other writing (whether in English or any other language) shall have any effect
or be considered in evaluating any claim or dispute arising under or relating to
this Lease. In addition, the parties agree that all notices, amendments,
waivers, modifications or other writings required or made pursuant to this Lease
shall be in the English language and no such notice, amendments, waivers,
modifications or other writing shall be of any effect or be given any
consideration if in any language other than English.

13.  (a)  Each party undertakes to refrain from disclosing (a) the terms of this
          Lease and/or the terms of the transactions referred to herein or (b)
          the confidential documents and information exchanged by the parties in
          anticipation of or furtherance of the actions contemplated in this
          Lease (hereinafter "Confidential Information") without prior written
          consent from the other party, except in the following circumstances:

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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          (i)   in the event that any Confidential Information is known to the
                party receiving the same prior to the disclosure thereof by the
                disclosing party or becomes known to the party receiving such
                information from a third party not involving any breach of this
                Lease;
          (ii)  in the event that either of the parties is required to disclose
                the Confidential Information in order to comply with any law,
                rule, order, administrative or court resolution or arbitration
                decision;
          (iii) in the event that the Confidential Information is generally
                known by the public or has been publicly disclosed; or
          (iv)  the parties agree in writing that it be disclosed to specified
                persons, upon such terms and conditions as the parties may agree
                and specify;
          (v)   the registration of this Lease at the relevant Land Registry.

     (b)  The foregoing obligations regarding Confidential Information shall not
          prohibit disclosure to (a) directors, employees or advisors and the
          other representatives of either party whose duties require them to
          know the Confidential Information (such persons shall be required by
          the party with whom they are employed or associated to uphold the
          confidentiality of Confidential Information made available to them)
          and (b) potential sources of financing, who, in turn, shall be
          required by the party providing Confidential Information to it to
          uphold the confidentiality of the Confidential Information made
          available to it.

     (c)  Each party undertakes to refrain from making any public announcement
          on matters contained in this Lease without prior written notice to and
          approval thereof by the other party. The parties shall mutually agree
          upon the content of any such disclosure.

14.       To the extent that there is an inconsistency between provisions in
          this Lease and the Agreement:
          (a)  a specific provision takes precedence over a general provision;
               and
          (b)  otherwise, to the extent necessary to resolve the inconsistency,
               the following order of precedence applies:-
               (i)  the Agreement;
               (ii) this Lease.

15.       If any approval or consent is required to be given by a party under or
pursuant to this Lease, such approval or consent must not unreasonably be
conditioned delayed or withheld by that party.

          It is hereby declared that (if the context permits or requires) the
singular number shall include the plural and the masculine gender shall include
the feminine and the neuter and vice versa.

          IN WITNESS whereof the parties hereto have executed this Lease the day
and year first above written.
<PAGE>

                     THE FIRST SCHEDULE ABOVE REFERRED TO


                                    PART IA
                                  THE LANDLORD

Weelek Company Limited, whose registered office is situated at 45th Floor, Sun
Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong Kong.


                                    PART IB
                                   THE TENANT

iAsiaWorks (HK) Limited, whose registered office is situated at 31st Floor,
Shell Tower, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

                                    PART II
                               THE SAID PREMISES

The entire 7th, 8th, 9th, 10th, 11th and 12th Floors of the building
to be erected on all that piece or parcel of ground registered in the Urban Land
Registry as The Remaining Portion of Chai Wan Inland Lot No.30, to be known as
"Mega-iAdvantage" (the "Building"), with an approximate gross floor area of *
square feet (which shall be subject to final computation determined by the
Landlord's Authorised Person, in accordance with the final building plans of
the Building as approved by the Buildings Department, which said floors are
referred to as "the said premises") plus part of 6th Floor of the Building
with an approximate gross floor area of * square feet (which shall be subject
to final computation determined by the Landlord's Authorised Person in
accordance with the final building plans of the Building as approved by the
Building Department and which portion is referred to as "the Licence Space")
for the location of three diesel rotary UPS systems, which said premises and
Licence Space are shown as shaded in the attached floor plan for
identification only.


                                    PART III
                                 TERM OF LEASE

(i)   In respect of 7th, 8th, 9th and 10th Floors of the said premises, for the
      term of twelve years commencing from the [ ] day of [ ] and expiring on
      the [ ] day of [ ], with two options to renew for two further terms of
      four years each under the provisions of Special Condition 1 of this Lease
      and Subject to the Tenant's right for early termination set out in Special
      Condition 2 of this Lease;.

(ii)  In respect of the 11th Floor of the said premises, for the term of eleven
      years and nine months commencing from the expiration of the third month of
      the term in respect of 7th, 8th, 9th and 10th Floors of the said premises
      and expiring on the same day as for 7th, 8th, 9th and 10th Floor of the
      said premises with two options to renew for two further terms of four
      years each under provisions of Special Condition 1 of this Lease and
      subject to the Tenant's right for early termination set out in Special
      Condition 2 of this Lease;

(iii) In respect of the 12th Floor of the said premises for the term of eleven
      years and six months commencing from the expiration of the sixth month of
      the term in respect of 7th, 8th, 9th and 10th Floors of the said premises
      and expiring on the same day as for 7th, 8th, 9th and 10th Floor

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THE OMITTED PORTIONS.
<PAGE>

     of the said premises with two options to renew for two further terms of
     four years each under the provisions of Special Condition 1 of this Lease
     and subject to the Tenant's right for early termination set out in Special
     Condition 2 of this Lease;

(iv) In respect of the Licence Space, the term of the licence is twelve years
     commencing from the [ ] day of [ ] and expiring on the [ ] day of [ ], with
     two options to renew for two further terms of four years each under the
     provisions of Special Condition 1 of this Lease and Subject to the Tenant's
     right for early termination set out in Special Condition 2 of this Lease
     subject also to sooner termination of this Lease.

<PAGE>

                     THE SECOND SCHEDULE ABOVE REFERRED TO


                                     PART I
                              PARTICULARS OF RENT
(a)  The rent for the said premises shall be as follows:-

      Term                   Rental rate
      * Year to *            (i)   monthly rent for the 7th, 8th, 9th and
        Year                       10th Floors of the said premises payable
                                   for the first * months of the said term shall
                                   be * per month; * per square foot of gross
                                   floor area of * square feet)
                             (ii)  monthly rent for the 7th, 8th, 9th,
                                   10th and 11th Floors of the said premises
                                   payable from the * to the * months of
                                   the said term shall be * per month; * per
                                   square foot of gross floor area of *
                                   square feet)
                             (iii) monthly rent for the said premises payable
                                   from the * month of the said term to the
                                   expiration of the * Year shall be * per
                                   month; ( at * per square foot of gross
                                   floor area of * square feet)
       * Year to *           * per month, which shall be *
         Year                of the rate in the * Year of the said term.

       * Year to *           At Open Market Rent as at the commencement of the
         Year                * year, to be determined in accordance with the
                             provisions hereunder, provided that the rent shall
                             not be reduced by more than * or increased by
                             more than * of the rent reserved for the *
                             Year of the said term

(b)  Licence Fee for the Licence Space shall be as follows:-

      * Year to *            at the rate of * per square foot of gross
        Year                 floor area per month of gross floor area of *
                             square feet (i.e.*).

      * Year to *            At the same rate as determined for the Open Market
        Year                 Rent as at the commencement of the * Year, to
                             be determined in accordance with the provisions
                             hereunder, provided that the licence fee shall not
                             be reduced by more than * or increased by more
                             than * of the licence fee reserved for the *
                             Year of the said term

      * Year to *            At the same rate as determined for the Open Market
        Year                 Rent as at the commencement of the * Year, to
                             be determined in accordance with the provisions
                             hereunder, provided that the licence fee shall not
                             be reduced by more


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



<PAGE>

                             than * or increased by more than * of the
                             licence fee reserved for the * Year of the said
                             term

(c)  (I)  The Open Market Rent shall be agreed between Landlord and the Tenant
          at least three months before referred to the decision of a single
          valuer to be appointed jointly by the parties. Failing agreement on
          the appointment of the valuer, the valuer shall be appointed by the
          President for the time being of the Hong Kong Institute of Surveyors.
          The valuer shall act as an expert, but not an arbitrator whose
          decision shall be final and binding, provided always that in making
          its decisions the valuer shall take into account the Cost Formula (the
          "Cost Formula") agreed between the parties annexed to the Agreement
          and the provision of facilities by the Landlord in the Schedules in
          the Agreement and the new rent or licence fee, as the case may be,
          shall not be increased or reduced by more than 10% of the rent or the
          licence fee, as the case may be, reserved for the year of the said
          term immediately preceding the relevant year in which the new rent or
          licence fee, as the case may be, becomes payable. Prior to the
          decision of such valuer, the Tenant shall continue to pay monthly, on
          account of the rent or the licence fee, as the case may be, to be
          decided, the same rent or licence fee, as the case may be, as payable
          on the expiration of the year immediately preceding the commencement
          of the relevant year and adjustment on the rent or licence fee, as the
          case may be, (if applicable), shall be made upon the market rent or
          licence fee having been determined as aforesaid, as the case may be.
          The costs of the valuer shall be borne by the Landlord and the Tenant
          in equal shares.

    (II)  In determining the new rent and licence fee the valuer shall act as an
          expert and not as an arbitrator and shall determine the open market
          rent for the said premises and Licence Space at the commencement of
          the relevant period and in making that determination the valuer shall
          take into account the rent payable in current, new, comparable
          transactions in the Building or any comparable buildings for
          comparable space, for a comparable term, from non-expansion, non-
          renewal and tenants not connected or associated with the Landlord or a
          landlord, negotiated at arm's length, in either case giving
          appropriate consideration (without limitation) to the annual rental
          rates per square foot of gross floor area and abatement provisions
          reflecting free rent and/or no rent or other concessions made during
          the period of fit out or any other period during the lease term, so
          that the rent determined reflects the same rent and other economic
          benefits that would otherwise be given to any comparable prospective
          tenant in a comparable, new transaction and

          (1)   on the following assumptions at that date:
                (i)    that the said premises and Licence Space are fit for
                       immediate occupation and use and that no work has been
                       carried out to the said premises and Licence Space during
                       the term which has diminished the rental value of the
                       said premises and that in case the said premises and
                       Licence Space have been destroyed or damaged they have
                       been fully restored;
                (ii)   that the said premises and Licence Space are available to
                       let by a willing landlord to a willing tenant as a whole
                       without a premium but with vacant possession and subject
                       to the provisions of this Lease (other than the amount of
                       the rent reserved) for a term equal to the relevant
                       period;
                (iii)  that the covenants in this Lease have been fully
                       performed and observed;

           (2)  but disregarding:
                (i)    any effect on rent of the fact that the Tenant has been
                       in occupation of the said premises and Licence Space;
                (ii)   any goodwill attached to the said premises and Licence
                       Space by reason of the


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THE OMITTED PORTIONS.



<PAGE>

                Tenant carrying on its business at the said premises and Licence
                Space;
          (iii) any effect on rental value of the said premises and Licence
                Space attributable to the existence at the commencement of the
                relevant period of any improvement to the said premises and
                Licence Space or any part by the Tenant.

(d)  All rent and licence fees are payable monthly in advance on the first day
     of each calendar month without deduction whatsoever.

(e)  The rent is exclusive of Management Fees.

                                    PART II
                                  THE DEPOSIT

The Rental Deposit shall be equivalent to three months' rent, and licence fee
which shall be by way of a bank guarantee in a form and by such bank as the
Landlord may reasonably approve and which bank guarantee shall not expire
earlier than 30 days after the expiration of the said term.


                                   PART III
                                MANAGEMENT FEES

(i)  The monthly Management Fee in respect of the said Premises and Licence
     Space for * Year to * Year shall be at the rate of * per square foot of
     gross floor area per month and payable by the Tenant monthly in advance.

(ii) The monthly Management Fee in respect of the said Premises and Licence
     Space for the * Year to * Year shall be at * per square foot
     of gross floor area and payable by the Tenant monthly in advance and
     thereafter subject to review annually which reviewed monthly Management Fee
     shall not be increased or decreased by more than * of the monthly
     Management Fee payable immediately prior to such review.

The monthly Management Fee shall include garbage collection from and cleaning of
the said premises and the Licence Space (if any).


[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



<PAGE>

                     THE THIRD SCHEDULE ABOVE REFERRED TO

                                    PART I
                    FITTING OUT WORKS TO BE CARRIED OUT BY
                     CONTRACTORS NOMINATED BY THE LANDLORD

1.   Electrical System:
     Any alteration of the main supply and main switch in the switch room.

2.   Air-conditioning System:
     Alteration of the air-conditioning supply header, chilled water tee-offs
     and fan coil units.

3.   Fire Services System:
     Alteration and addition to the existing main system including sprinkler,
     hose reel, smoke detector or breakglass.

4.   Building Management System (BMS):
     Alteration and addition to the existing BMS System.


                                    PART II
                        BUILDING RULES AND REGULATIONS

1.   Plumbing fixtures and toilet facilities shall be used only for the purpose
for which they were constructed.  No throwing or sweepings rubbish rags or other
alien foreign substances shall be deposited therein.  All actual costs for
repairing damage resulting from any misuse of the plumbing fixtures shall be
borne by the Tenant upon presentation of reasonable evidence of such costs.

2.   Unless with written consent of the Landlord or the Management company, no
Tenant shall drill into or in any way deface any part of the said premises or
the said Building, including the curtain walls, beams structural members of any
part of the fabric of the same and of the decorative features of the common
areas, stairs, lifts and escalators of the said Building and of the trees,
plants and shrubs therein.

3.   Unless with prior written consent of the Landlord or the Management
Company, which consent will not normally be granted, no flagpoles or aerials
shall be erected, and no flags shall be flown from windows or elsewhere in or
upon the said Building.  The Landlord or the Management Company may at its
discretion provide a communal aerial for the use of Tenants of the said
Building.

4.   Each Tenant must upon the termination of this tenancy restore to the
Landlord or the Management Company all keys of offices and toilet rooms used by
the Tenant.

5.   All removals or the carrying in or out of furniture or bulky matter of any
description must take place after office hours and during the hours which the
Landlord or the Management Company may designate from time to time.  The
Landlord reserves the right to exclude goods from the said Building which
violate any of these Rules and Regulations of this tenancy, of which these Rules
and Regulations are a part.

6.   No Tenant nor any of the Tenant's servants, employees, agents, visitors or
licensees shall bring into any passenger lift in the said Building any goods,
effects, chattels, luggage, bulky
<PAGE>

parcels, food trays, tiffin carriers or other space-occupying items, and the
Tenant shall ensure that such items are restricted to the designated cargo lift.

7.   No Tenant shall do or permit to be done in the said premises or any part
thereof any act which shall or might subject the Landlord to any liability or
responsibility for injury to any person or to property.

8.   Windows shall remain closed and locked save in emergencies such as fire or
breakdown of the air-conditioning system, and to the reasonable extent necessary
to enable the Tenant to clean the same.

9.   Canvassing and peddling in the said Building is prohibited and each Tenant
must co-operate to prevent the same.

10.  Save with the prior written consent of the Landlord or the Management
Company, which consent will not normally be granted, no cooking or preparation
of food shall be permitted by any Tenant in the said premises.

11.  No Tenant shall permit any unusual or objectionable odours to be produced
upon or permeated from the said premises or cause or permit any noise which is
or may be a nuisance or annoyance to the occupants of other portions of the said
Building.

12.  The Tenant shall not install in the said premises any partitioning or
sub-partitioning system other than that supplied or approved by the Landlord.

13.  No animals or pets shall be kept in the said premises.

14.  No other cleaning contractors for the internal cleaning of the said
premises shall be employed by the Tenant without the Landlord's or Management
Company's prior consent.

15.  The Tenant shall not install its own security systems within at the
entrance of the said premises without the prior written approval of the Landlord
or the Management Company such installation should be compatible with the
security system to the Building.

16.  The Tenant shall install independent meters for utilities other than
normal facilities provided by the Landlord and shall not install any equipment,
apparatus or machinery which consumes electricity not metered through the
Tenant's separate meter.

17.  The Tenant shall inform the Management Company prior to the commencement,
of any approved works in the said premises and in carrying out such works the
Tenant shall cause its servants, contractors and agents to co-operate fully with
the Landlord or his agents or with other Tenants in the said Building.  The
Tenant, its agents, servants and contractors shall obey and comply with all
reasonable instructions and directions which may be given by the Landlord or his
agents or representative in connection with the carrying out of such work.

18.  The Tenant shall not lay or use any floor covering or do any thing which
may damage or penetrate the existing flooring or screed or slabs.

19.  The Tenant shall not block up, darken, destroy or obscure any window or
lights belonging to the said premises without having obtained prior written
consent of the Landlord, which consent may be given subject to other reasonable
conditions as the Landlord may in its absolute discretion consider fit to
impose.
<PAGE>

20.  The Tenant shall not load or permit or suffer to be loaded into any
service lift or passenger lift in the Building a weight greater than lift is
designed or permitted to carry.

21.  The Tenant shall not burn or permit to be burnt incense in the said
premises or in any part of the said Building.

22.  The Tenant shall be responsible for the removal of debris left by the
Tenant's contractors as a result of the fitting out and decoration works to the
said premises.

23.  The Tenant shall not install additional locks bolts or other fittings to
the entrance doors of the said premises or in any way to cut or alter the same
without first having obtained the written licence or consent from the Landlord.

24.  The Tenant shall use all toilets on the same floor of the said Building
in a sanitary and tenantable manner in common with other tenants.

25.  Save and except the Tenant's staff and contractors properly registered
with the Management Company for necessary night shift work, access to the
Building after normal business hour may be restricted.

26.  The Tenant shall give notice to the Landlord or the Management Company of
any damage that may be suffered to the said premises and of any accident to or
defects found by the Tenant in the water pipes, gas pipes, fire services,
electrical wiring, air-conditioning equipment or fittings fixtures or other
facilities provided by the Landlord.

27.  The Tenant shall not install any air-conditioning machinery in the said
premises (either in the windows or elsewhere) without the prior written consent
of the Landlord.

28.  The Tenant shall lock up the said premises properly at all times after
office hours.

29.  Wet Pantry is not allowed in the said premises save and except prior
written approval has been obtained from the Landlord or the management body of
the said Building.
<PAGE>

                                   PART III
                      LANDLORD'S RIGHTS AND RESERVATIONS

     The Landlord hereby expressly reserve and except unto itself exclusively
the following rights:

1.   The right of free and uninterrupted passage of services plus the right to
enter the said premises for repair and replacement upon prior appointment.

2.   The right upon prior appointment to enter the said premises for access to
and egress from any machine room under the control of the Landlord on any of the
floor of the Building on which any part of the said premises is situated.

3.   The right upon giving reasonable notice to the Tenant (except in case of
emergency) to suspend the air-conditioning, lifts, escalators, power supply or
other building services for repair or replacement, provided that Landlord shall
use best efforts to ensure that any such suspension of building services shall
be done in a manner to minimize any impact on Tenant's business activities.

4.   The right to hold or permit or allow any company or organization to hold
functions or exhibitions of any nature or display any merchandise in any part of
the common areas of the said Building, provided that the Tenant's free access to
the said premises shall not be unduly affected.

5.   The right of free and uninterrupted passage, egress from and ingress to
the common services of the said Building in or under above or through the said
premises.  In particular, but without affecting the generality of the aforesaid,
the Landlord shall have the exclusive right upon prior appointment to install,
affix, erect or permit to be installed, affixed or erected any aerial
transmitter or other telecommunication cable wiring or equipment on or above the
false ceiling or otherwise over or under the said premises and the Tenant shall
permit the Landlord or its authorised agent or contractor to enter the said
premises to install, affix, erect, maintain or repair such aerial transmitter
cable wiring or equipment at all reasonable times upon prior appointment, and
shall not remove, alter or otherwise cause damage to such aerial transmitter
cable wiring or equipment at the said premises, and shall indemnify the Landlord
against all claims, demands, actions, proceedings, loss, damages, costs and
expenses arising from the breach of this provision by the Tenant provided that
the Landlord shall use its best endeavours to cause as little interference to
the Tenant's business at the said premises as is practicable and conclude all
necessary works expeditiously and with all due diligence and make good all
defects, damage and want of repair caused by the acts of the Landlord at the
Landlord's own expense.

6.   The rights, exceptions, reservations, privileges, liberties and
entitlements are excepted and reserved to the Landlord in the Deed of Mutual
Covenant (including any Sub-Deed of Mutual Covenant) relating to or affecting
the said Building.
<PAGE>

                     THE FOURTH SCHEDULE ABOVE REFERRED TO

                              SPECIAL CONDITIONS

1.   Option
     ------

     (a)    If there shall not at the expiration of the said term be any
     material and subsisting breach by the Tenant of any of the terms or
     conditions of the Lease (beyond expiration of applicable cure and notice
     periods) the Tenant shall have an option to renew the Lease for a further
     term of four years such option to be exercised by the Tenant by giving to
     the Landlord at least six calendar months' previous notice in writing prior
     to the end of the said term and the Landlord shall grant to the Tenant a
     lease for a further term of four years ("the First Renewal Term") at Open
     Market Rent as determined under Clause (c) of Part I of the Second Schedule
     but without limit on the extent of increase or decrease, subject in all
     other respects to the same stipulations as are contained in the Lease, save
     and except provision of any rent free period (if any), provision for early
     termination, and this Clause (a) and Clause (c) for renewal. The Tenant
     shall on the renewal of this Lease pay to the Landlord an additional sum to
     make up the deposit so as to be equivalent to 3 months' rent and licence
     fees payable during the First Renewal Term by procuring issuance of a
     replacement bank guarantee in favour of the Landlord issued by a licenced
     bank in Hong Kong and in a form reasonably approved by the Landlord. If the
     Tenant shall fail to serve the notice to renew as aforesaid this Lease
     shall terminate and the Tenant shall deliver up vacant possession of the
     said premises and Licence Space to the Landlord in accordance with the
     provisions of this Lease at the expiration of the said term.

     (b)    If there shall not at the expiration of the First Renewal Term
     hereby granted be any material and subsisting breach by the Tenant of any
     of the terms or conditions of this Lease (beyond expiration of applicable
     cure and notice periods) the Tenant shall have an option to renew this
     Lease for a further term of four years such option to be exercised by the
     Tenant by giving to the Landlord at least six calendar months' previous
     notice in writing prior to the end of the First Renewal Term and the
     Landlord shall grant to the Tenant a lease for a further term of four years
     ("the Second Renewal Term") at Open Market Rent as determined under Clause
     (c) of Part I of the Second Schedule but without limit on the extent of
     increase or decrease subject in all other respects to the same stipulations
     as are contained in this Lease, save and except any provision for rent free
     period (if any), provision for early termination and this Clause (b) and
     Clause (c) for renewal. The Tenant shall on renewal pay to the Landlord an
     additional sum to make up the deposit so as to be equivalent to 3 months'
     rent and licence fees payable during the Second Renewal Term by procuring
     the issuance of a replacement bank guarantee in favour of the Landlord by a
     licenced bank in Hong Kong in a form reasonably approved by the Landlord.
     If the Tenant shall fail to serve the notice to renew as aforesaid the
     lease shall terminate and the Tenant shall deliver up vacant possession of
     the said premises and Licence Space to the Landlord in accordance with the
     provisions of the lease at the expiration of the First Renewal Term.


2.   Early Termination
     -----------------

     The Tenant shall have the right to terminate this Lease by serving not less
     than six months' prior written notice on the Landlord (Provided that
     nothing herein contained shall permit the Tenant to terminate this Lease by
     notice expiring earlier than the last day of the first * years of the
     said term), subject to the Tenant compensating the Landlord with a sum
     equivalent to the construction costs of the said premises (as set out in
     the Costs Formula)


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THE OMITTED PORTIONS.
<PAGE>

     amortized over the said term for the residue of the unexpired term as
     follows:


          Compensation equals:

          * multiplied by the total gross floor area of the said premises
          multiplied by (* months less the length of term expired upon
          termination) then divided by * months

     Such compensation shall be subject to reduction to such extent that the
     Landlord may recover from any subsequent tenant of the said premises and
     such reduction shall be agreed between the parties failing which to be
     determined by a single valuer to be appointed jointly by the parties.
     Failing agreement on the appointment of the valuer, the valuer shall be
     appointed by the President for the time being of the Hong Kong Institute of
     Surveyors. The valuer shall act as an expert, but not an arbitrator whose
     decision shall be final and binding on the parties. The costs of such
     valuer shall be borne by the Tenant.

3.   Sub-letting rights
     ------------------

     Notwithstanding anything to the contrary in clause 4(v) of this Lease, the
     Tenant is allowed to (a) sublet or share occupation of the said premises
     with its subsidiary companies or its affiliate and associated companies,
     each of which affiliate or associated companies the Tenant holds not less
     than 30% of its shareholdings, subject to the Landlord's prior written
     approval on the terms and conditions of such subletting which approval
     shall not be unreasonably withheld provided always that such sub-tenants
     shall be restricted to carry out business relating to telecommunication and
     internet services and in compliance with the permitted uses of the
     Building. The gross profit rent, if any, derived from any permitted
     subletting shall be shared between the Landlord and the Tenant in equal
     shares. All shortfalls on rent, if any, arising from such subletting shall
     be the responsibility of the Tenant; and (b) assign this Lease that may be
     required in the course of a merger, acquisition or sale of the Tenant's
     assets, without the need for the Landlord's prior written approval,
     Provided Always That such assignment shall be effected to assign all the
     Tenant's rights and liabilities to a company of equal or better credibility
     and financial state carrying out the business relating to telecommunication
     and/or internet services and that such assignment shall be made in the
     Landlord's form reasonably acceptable to the Tenant and at the Tenant's or
     assignee's sole costs,

4.   Electricity
     -----------

     The Tenant will reimburse the Landlord on a monthly basis all electricity
     charges incurred according to a separate meter reading at such rate as
     shall be in line with the market rates.

5.   Parking
     -------

     Subject to availability, the Tenant shall be entitled to subscribe for 4
     car-parking spaces on licence basis at the prevailing car parking charges.
     For reserved allocated and floating car-parking space, the current charge
     is * per month per space the Landlord will endeavour to provide the Tenant
     with those car parking spaces that are closest to the loading/unloading
     area and industrial lift. Such licences shall be automatically revoked upon
     expiration or earlier termination of this Lease.

     For the avoidance of doubt, in the event that the Tenant exercises its
     option to renew in accordance with the provisions of this Lease, the
     charges for the car parking spaces shall be subject to revision at non-
     discriminatory prevailing rates at the commencement of the relevant renewal
     terms.


[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



<PAGE>

6.   Signage
     -------

     One external signage and one sign on the lobby on the Ground Floor of the
     Building and one sign in the passenger lift car which size and detailed
     design shall be subject to the prior approval of the Landlord, will be
     provided at the cost of the Tenant subject to a licence fee of HK$3,000.00
     per month for each sign during the said term, such licence shall be
     automatically revoked upon the expiration or earlier termination of the
     Lease.

     For the avoidance of doubt, in the event that the Tenant exercise its
     option to renew in accordance with the provisions of this Lease, the
     charges for the aforesaid signages shall be subject to revision at then
     non-discriminatory prevailing rates at the commencement of the relevant
     renewal terms.

     The Tenant shall remove the said signages at the expiration or sooner
     termination of this Lease, and repair all damage caused by such removal at
     the Tenant's own cost, failing which the Landlord shall be entitled to
     remove the same at the cost of the Tenant, which cost shall be recoverable
     as a debt.

7.   This Lease is incidental to the Agreement, valid termination of the
     Agreement shall automatically terminate this Lease.
<PAGE>

SEALED with the Common Seal              )
                                         )
of the Landlord and SIGNED by            )
                                         )
                                         )
                                         )
                                         )
for and on behalf of the Landlord whose  )
                                         )
signature(s) is/are verified by:-        )



SEALED with the Common Seal of           )
                                         )
the Tenant and SIGNED by                 )
                                         )
                                         )
                                         )
for and on behalf of the Tenant in the   )
                                         )
presence of:-                            )
<PAGE>

                            Dated 10th June 2000



                             iADVANTAGE LIMITED


                                     and


                           iASIAWORKS (HK) LIMITED


                                     and


                           WEELEK COMPANY LIMITED

                    _____________________________________


                                  AGREEMENT


                    _____________________________________




        Squire, Sanders & Dempsey
    Rooms 1101-2 St. George's Building                 WOO, KWAN, LEE & LO,
            2 Ice House Street                           Solicitors & c.,
            Central, Hong Kong                      26th Floor Jardine House,
                                                         Central, Hong Kong
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<S>                                                     <C>
 1.  Definitions and Interpretation                      3
 2.  Scope of Agreement                                  8
 3.  Conditions Precedent                                8
 4.  Commencement Date                                   9
 5.  Obligations and Representations of iAdvantage      10
 6   Obligations of iAsiaWorks                          12
 7   Obligations and Representations of the Landlord    14
 8   Mutual Representations and Warranties              15
 9   Testing                                            16
10   Substantial Completion and Final Acceptance        16
11.  Assignment and Subcontracts                        17
12.  Continuing Obligations                             18
13.  Confidentiality                                    18
14.  Dispute Resolution                                 20
15.  Entire Agreement                                   22
16.  Force Majeure                                      22
17.  Further Assurances                                 24
18.  Governing Law                                      24
19.  Inconsistency                                      24
20   Nominated Contractor                               25
21.  Limitation of Liability                            25
22.  Non-Solicitation                                   26
23   Notices                                            26
24.  Severability                                       27
25.  Termination                                        27
26.  Time of the Essence                                27
27.  Variations                                         27
28.  Deposit                                            28
29.  Phased Handover                                    30
30.  Waiver                                             31
31.  English Language                                   31
</TABLE>

SCHEDULE 1     Cost Formula
SCHEDULE 2     Documents
SCHEDULE 3     Lease
SCHEDULE 4     Maintenance
SCHEDULE 5     Specifications
SCHEDULE 6     System
SCHEDULE 7     Training Services
SCHEDULE 8     Sample Main Contract
SCHEDULE 9     Testing Procedures
SCHEDULE 10    Maintenance Fee
<PAGE>

THIS AGREEMENT IS MADE THE 10TH DAY OF JUNE 2000 ("Execution Date").

BETWEEN

iAdvantage Limited whose registered office is situated at 36/F Standard
Chartered Tower, Millennium City, 388 Kwun Tong Road, Kwun Tong, Hong Kong
Special Administrative Region ("iAdvantage");

AND

iAsiaWorks (HK) Limited whose registered office is situated at 27th Floor,
Hongkong Telecom Tower, 979 King's Road, Quarry Bay,, Hong Kong Special
Administrative Region ("iAsiaWorks");

AND

Weelek Company Limited whose registered office is situated at 45th Floor, Sun
Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong Kong Special Administrative
Region ("Landlord").

RECITALS

(1)  iAdvantage is an affiliated company of the Landlord, and is responsible for
     the fitting out of the Building and the provision of all essential
     facilities thereto.

(2)  iAdvantage has, with the full consent and approval of the Landlord, agreed
     to perform the Services in order that iAsiaWorks may conduct the
     Activities.

(3)  Upon all of the Conditions Precedent having been totally fulfilled or
     waived, iAsiaWorks will be obliged to enter into the Lease with the
     Landlord.

AGREEMENT

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     Unless the context otherwise requires, in this Agreement and the Recitals:

     "Activities" means the unrestricted commercial utilization of the System in
     the Premises, as more particularly defined in clause 4(r) of the Lease;

     "Agreement" means this document, any Variation and any Schedule;

[*] - CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
<PAGE>

     "Anton Pillar Agreement" means the agreement to be entered into between
     Anton Pillar (HK) Limited and iAsiaWorks for the purchase by iAsiaWorks and
     delivery to the Premises by Anton Pillar (HK) Limited of three diesel
     rotary UPS systems, more particularly described in the Specifications;

     "Authorised Person" has the same meaning as defined in the Buildings
     Ordinance (Cap.123 of the Laws of Hong Kong);

     "Building" means the building to be erected by the Landlord on the Land;

     "Business Day" means a day that is not a Sunday or any other day that is a
     public or bank holiday in the Hong Kong Special Administrative Region;

     "Commencement Date" has the meaning attributable to it in clause 4;

     "Conditions Precedent" means the conditions precedent set out in clause
     3.1;

     "Confidential Information" means any information (whether in the form of
     audio, data, text, images or a combination thereof) that one party (a) has
     disclosed to another party pursuant to the Letter of Intent; (b) may
     disclose to another party (whether in writing or orally) pursuant to this
     Agreement; (c) the Letter of Intent; (d) this Agreement; and (e) the Lease;

     "Cost Formula" means the formula described in Schedule 1, that has been and
     will be used by the parties as the basis for calculating the Maintenance
     Fee and the Rent;

     "Construction Services" means the services more particularly described in
     Schedule 5, to be performed by iAdvantage for iAsiaWorks in respect of and
     concerning the fitting out of the Premises, including Installation and
     Testing;

     "Deed of Mutual Covenant" has the same meaning as in the Lease;

     "Documents" means the documents related to the Systems and such other
     documents (whether in soft copy or hard copy form), as listed in Schedule
     2;

     "First Maintenance Fee Deposit" means the sum of *, in the form of
     cheque or telegraphic transfer or a bank guarantee approved by iAdvantage
     and issued by a licenced bank in Hong Kong as security for the due
     observance by iAsiaWorks of its obligations under this Agreement;

     "First Rental Deposit" means the sum of *, in the form of cheque or
     telegraphic transfer or a bank guarantee approved by the Landlord and
     issued by a licenced bank in Hong Kong as security for the due observance
     by iAsiaWorks of its obligations under this Agreement;

[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

     "Final Acceptance" has the meaning attributed to it in clause 10.4;

     "Force Majeure Event" has the meaning attributed to it in clause 16.3;

     "Government Grant" means the government lease of the Land and any
     subsequent variations or modifications thereof (if any);

     "Hardware" means the equipment described in Part 1 of Schedule 6;

     "Implementation Schedule" means a schedule setting out the dates by which
     Construction Services must be performed in accordance with the
     Specifications, or as may be modified pursuant to clause 5.6;

     "Installation" means installation of the Systems (including connection to
     all power supplies) in accordance with manufacturers' and/or suppliers'
     recommendations and the Specifications;

     "Insurance" means (a) such insurance as may be required to be obtained and
     maintained pursuant to law; and (b) such insurance coverage for Third Party
     Liabilities as defined under the Contractor All Risk Policy in respect of
     the Building to cover iAsiaWorks, its Representative (as defined in clause
     8.1) and Nominated Contractors (as defined in clause 20.1) as sub-
     contractors thereunder;

     "Land" means The Remaining Portion of Chai Wan Inland Lot No. 30;

     "Lease" means the lease in respect of the Premises attached as Schedule 3;

     "Letter of Intent" means the letter of intent entered into between
     iAsiaWorks and iAdvantage dated 20 March, 2000;

     "Maintenance Fee" means the maintenance fee payable by iAsiaWorks to
     iAdvantage for the provision of the Maintenance Services more particularly
     set out in Schedule 10;

     "Maintenance Services" means the services to be performed by iAdvantage for
     iAsiaWorks, the particulars, specific terms and conditions of which are
     described in Schedule 4;

     "Management Agreement" has the same meaning as in the Lease;

     "Management Fee" has the same meaning as in the Lease;

     "Memorandum" means a memorandum in respect of and concerning the agreement
     to enter the Lease as referred to in this Agreement;
<PAGE>

     "Occupation Permit" means the occupation permit, whether temporary or
     permanent, in respect of the Premises or the Building;

     "Premises" means the said premises described in the Lease with gross floor
     area of approximately * square feet subject to final computation in
     accordance with the final building plans of the Building as determined by
     the Landlord's Authorised Person and approved by the Buildings Department,
     which shall be final save and except for manifest error or fraud;

     "Rent" means the rent and licence fee specified in the Lease;

     "Schedule" means any document attached to this Agreement, identified as a
     schedule and initialed by the parties;

     "Second Maintenance Fee Deposit" means the sum representing three months
     Maintenance Fees, in the form of a cheque or telegraphic transfer or a bank
     guarantee approved by iAdvantage and issued by a licenced bank in Hong Kong
     as security for the due observance by iAsiaWorks of its obligations under
     this Agreement;

     "Second Rental Deposit" means the sum representing three months Rent, in
     the form of a cheque or telegraphic transfer or a bank guarantee approved
     by the Landlord and issued by a licenced bank in Hong Kong as security for
     the due observance by iAsiaWorks of its obligations under the Lease;

     "Services" means the Construction Services, the Maintenance Services and
     the Training Services inclusive of such activities and obligations that may
     be ancillary or incidental to the performance of such services;

     "Software" means software including: (a) programs in machine-executable
     code or firmware that are to be licenced to iAsiaWorks, (b) software
     residing in equipment memories, tapes, disks or other media, (c) software
     that provides basic logic operating instructions and user-related
     application instructions and (d) Documents provided by suppliers of
     equipment associated with the operation of, or warranties provided for,
     relevant Systems more particularly described in Part 2 of Schedule 6;

     "Specifications" means: (a) the specifications of the Systems listed, and
     the design drawings contained, in Schedule 5 and (b) compliance with all
     applicable laws and regulations;

     "Sub-Deed of Mutual Covenant" has the same meaning as in the Lease;

     "Substantial Completion" has the meaning attributed to it in clause 10.1;

     "Systems" means the Hardware and the Software as configured in Schedule 6;

[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

     "Testing" means the testing of the Systems in accordance with Schedule 9;

     "Training Services" means the services, the particulars, specific terms and
     conditions of which are described in Schedule 7 to be performed by
     iAdvantage for iAsiaWorks in respect of and concerning the Systems;

     "Trouble Free Operation" means 99.999% availability of the Systems over
     each calendar year during the term of this Agreement with 2N redundancy of
     all Systems, save and except decrease of availability or unavailability due
     to (i) inherent defect in the design of any part of the Systems or (ii) the
     occurrence of a Force Majeure Event, or (iii) misuse of the Systems by
     iAsiaWorks, its employees servants agents contractors or customers, or (iv)
     regular preventive maintenance works on the Systems as agreed in writing by
     iAsiaWorks and iAdvantage from time to time;

     "Variation" means a variation of this Agreement, made in accordance with
     clause 27.

1.2  Interpretation

     In this Agreement, reference to:

     (a)  one gender includes the other genders;

     (b)  the singular includes the plural and the plural includes the singular;

     (c)  a person includes individuals, bodies corporate (wherever
          incorporated), unincorporated associations and partnerships; and

     (d)  a statute, regulation or provision of a statute or regulation
          ("Statutory Provision") includes:

          (i)  that Statutory Provision as amended or re-enacted from time to
               time; and

          (ii) a statute, regulation or provision enacted in replacement of that
               Statutory Provision.

1.3  All monetary amounts are in the currency of the Hong Kong Special
     Administrative Region (i.e. Hong Kong Dollars) unless otherwise stated.

1.4  "Including" and similar expressions are not words of limitation.

1.5  Where a word or expression is given a particular meaning, other parts of
     speech and grammatical forms of that word or expression have a
     corresponding meaning.
<PAGE>

1.6  Headings are for convenience only and do not affect the interpretation, or
     form part, of this Agreement.

1.7  If an act must be done on a specified day which is not a Business Day, the
     act must be done instead on the next Business Day.

1.8  If any approval or consent is required to be given or obtained under or
     pursuant to this Agreement, such approval or consent must not be
     unreasonably conditioned, delayed or withheld.

1.9  All references to days and months mean calendar days and calendar months
     unless otherwise specified.

2.   SCOPE OF AGREEMENT

2.1  iAdvantage will commence performance of the Construction Services upon
     iAsiaWorks executing this Agreement and paying to iAdvantage the First
     Maintenance Fee Deposit.

2.2  iAsiaWorks shall execute the Lease within seven days of the Conditions
     Precedent having been totally fulfilled or waived.

2.3  The Landlord will be obliged to grant the Lease upon execution of the Lease
     by iAsiaWorks and payment of the Second Rental Deposit by iAsiaWorks.

2.4  iAdvantage will be obliged to commence performance of the Maintenance
     Services and the Training Services upon the Commencement Date or upon
     Substantial Completion, which ever event is earlier.

3.   CONDITIONS PRECEDENT

3.1  The obligations of iAsiaWorks under this Agreement are subject to the
     satisfaction of the following conditions precedent being fulfilled or
     waived by no later than 14 February 2001 or such later date due to delay
     caused by a Variation or Force Majeure Event or dispute resolution
     proceedings validly initiated pursuant to clause 14:

     (a)  iAdvantage achieving Substantial Completion;

     (b)  the Landlord being in a position to deliver vacant possession of 7th
          8th, 9th and 10th Floors and grant a licence to use part of the
          6th Floor of the Premises as provided for in the Lease, to
          iAsiaWorks;

     (c)  there being no breach of the representations or warranties by
          iAdvantage under clauses 5.15(a), 5.15(d), 8.4 and/or 8.5 and by the
          Landlord under
<PAGE>

          clauses 7.3, 8.4 and/or 8.5 respectively as at Substantial Completion,
          subject always to the proviso of clause 5.15(a); and


     (d)  iAdvantage and/or the Landlord not having received notice from the
          Government of the Hong Kong, SAR that the Government will not permit
          the use of the Premises in accordance with the Lease.

3.2  Each party shall at its own cost do everything reasonably necessary on its
     part to procure satisfaction of the conditions precedent as quickly as
     possible, but in any event no later than the required time.

3.3  iAsiaWorks may waive any of the Conditions Precedents, in whole or in part,
     by giving notice to the other parties.

3.4  If any condition precedent is not satisfied or waived within the time
     specified in clause 3.1, iAsiaWorks may give iAdvantage or the Landlord, as
     the case may be, written notice requiring such party to satisfy the
     condition precedent within 45 days of such party's receipt of such notice
     and if such party shall fail to satisfy such condition precedent by the
     expiration of the said 45 days, iAsiaWorks may terminate this Agreement at
     any time thereafter by giving notice in writing to the other parties. If
     iAsiaWorks terminates this Agreement under this clause then, subject to
     clauses 3.5 and 3.6, this Agreement has no further force or effect.

3.5  Termination by iAsiaWorks pursuant to clause 3.4 does not:

     (a)  affect rights or obligations arising from past failure to perform
          obligations under this Agreement; or

     (b)  create any liability.

3.6  On termination of this Agreement due to (a) a Force Majeure Event or (b)
     the default of iAdvantage or the Landlord, the recipient of any deposit,
     guarantee or other payment made by iAsiaWorks pursuant to this Agreement,
     shall unconditionally and immediately refund or return it (as the case may
     require).

4.   COMMENCEMENT DATE

     The Commencement Date referred to in this Agreement shall be the date that
     all of the following requirements have been satisfied:

     (a)  the Conditions Precedent having been totally fulfilled or waived; and

     (b)  the execution of the Lease by iAsiaWorks; and

     (c)  the granting of the Lease by the Landlord by delivering vacant
          possession of the 7th, 8th, 9th and 10th Floors and a licence
          to use part of the 6th Floor

<PAGE>

     of the Premises, to iAsiaWorks.

5.   OBLIGATIONS AND REPRESENTATIONS OF iADVANTAGE

     iAdvantage:

5.1  shall commence performance of the Construction Services upon the Execution
     Date and the payment by iAsiaWorks of the First Maintenance Fee Deposit;

5.2  shall immediately return to iAsiaWorks the deposit paid under the Letter of
     Intent upon iAsiaWorks' payment of the First Maintenance Deposit and the
     First Rental Deposit;

5.3  shall, upon iAsiaWorks paying the Second Maintenance Fee Deposit to
     iAdvantage and the Second Rental Deposit to the Landlord, immediately
     release and waive, irrevocably and unconditionally, any claims it may
     otherwise have to the First Deposit;

5.4  shall commence performance of the Maintenance Services and the Training
     Services upon the Commencement Date or upon Substantial Completion,
     whichever event is earlier, for the term of the Lease;

5.5  shall use its best efforts, but not be obliged, to achieve Substantial
     Completion on or before 31 December, 2000.  Should (a) iAdvantage fail to
     achieve Substantial Completion on or before 14 February, 2001 for any
     reason other than delays caused by a Variation or a Force Majeure Event or
     dispute resolution proceedings validly initiated pursuant to clause 14,
     iAdvantage shall pay to iAsiaWorks as liquidated damages, the sum of [*]
     each day thereafter until iAdvantage achieves Substantial Completion. The
     liquidated damages payable by iAdvantage to iAsiaWorks pursuant to this
     clause will not in any event exceed [*], and will be full and final
     settlement for all claims that iAsiaWorks may have or make in respect of
     or concerning iAdvantage's delay in achieving Substantial Completion
     ("Specified Delay"). iAdvantage hereby acknowledges and agrees that the
     liquidated damages it may be required to pay to iAsiaWorks pursuant to
     this clause is a fair and reasonable pre-estimate of damages that
     iAsiaWorks would suffer in the event of the Specified Delay and
     irrevocably waives any rights it may have to argue, claim and/or plead
     that the liquidated damages that may be payable under this clause
     constitute a penalty or are otherwise unenforceable for any reason
     whatsoever;

5.6  shall comply with the Implementation Schedule.  iAdvantage shall not refuse
     any reasonable request made by iAsiaWorks to modify the Implementation
     Schedule.

5.7  shall either purchase the Insurance, or procure the Insurance to be
     purchased by an appropriate person, prior to commencement of the Services
     and maintain, or


[*]-CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

     procure, such Insurance to be maintained until Substantial Completion.

5.8  shall bear its own costs and charges of complying with its obligations
     under this Agreement;

5.9  shall obtain and maintain all necessary approvals, licences and permissions
     that it may require from time to time to perform the Services;

5.10 shall diligently perform the Services in accordance with this Agreement.
     Should it be determined pursuant to the dispute resolution procedures
     contained in clause 14 that iAdvantage fails to diligently perform the
     Maintenance Services or the Training Services, iAsiaWorks will be entitled
     to deduct from the Maintenance Fee for the period when, as determined
     through the dispute resolution procedures, the Maintenance Services or the
     Training Services are not diligently performed, such amount to be
     equivalent to the product of (i) [*] and multiplied by (ii) the total
     amount of square footage occupied by iAsiaWorks, pursuant to this Agreement
     per month (or part thereof), during the period when the Maintenance
     Services or the Training Services are not diligently performed. In the
     event that the entitled deduction cannot for any reason be made from the
     Maintenance Fee, the amount shall be payable by iAdvantage as liquidated
     damages. iAdvantage and Landlord hereby acknowledge and agree that such an
     arrangement is a fair and reasonable pre-estimate of damages that
     iAsiaWorks would suffer in the event of such failure to diligently perform
     the Maintenance Services or the Training Services and irrevocably waive any
     rights they may have to argue, claim and/or plead that such discount
     constitutes a penalty or is otherwise unenforceable for any reason
     whatsoever;

5.11 shall co-operate, and procure the co-operation of its agents, contractors,
     sub-contractors, and the Landlord and its agents, with the reasonable
     requests of the agents, contractors and sub-contractors of iAsiaWorks;

5.12 shall provide such information that iAsiaWorks may reasonably request from
     time to time for the purposes of ensuring the timely performance of
     iAdvantage's obligations under this Agreement;

5.13 shall promptly notify iAsiaWorks of any defects in Systems or Software
     that may come to its attention or the attention of its agents, contractors
     and/or sub-contractors, in the course of performing the Services;

5.14 shall accept the assignment of the Anton Pillar Agreement from iAsiaWorks
     within fourteen days of the Execution Date;

5.15 represents and warrants:

     (a)  that it possesses all the rights, approvals, licenses and permissions
          necessary to perform the Services upon the Premises and will maintain

[*]-CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          such rights, approvals, licenses and permissions for the duration of
          the term of this Agreement and the Lease provided that such
          representation and warranties do not include any representation or
          warranty in relation to the rights, approval, licence or permission
          in respect of iAsiaWorks' use of the Premises under the Lease for its
          Activities;

     (b)  that each of the persons performing the Services, whether employees of
          iAdvantage, its agents, contractors or sub-contractors will be
          suitably qualified and experienced to perform such Services, will do
          so diligently and will use all the care, skill and responsibility
          reasonably expected from a qualified and experienced provider of
          comparable services in Hong Kong;

     (c)  the System will, be constructed, function and perform in accordance
          with corresponding Specifications; and

     (d)  the performance of its obligations under this Agreement will not
          infringe the intellectual property rights of any third party.

6    OBLIGATIONS OF iASIAWORKS

     iAsiaWorks:

6.1  shall pay to iAdvantage:

     (a) the First Maintenance Fee Deposit within 7 days after the Execution
         Date; and

     (b) the Second Maintenance Fee Deposit and one month's Maintenance Fee in
         advance within 7 days of the Conditions Precedent having been totally
         fulfilled or waived;

6.2  shall pay to the Landlord :

     (a) the First Rental Deposit and one half share of stamp duty concerning
         this Agreement, within 7 days after the Execution Date; and

     (b) the Second Rental Deposit, one month's Rent in advance and a one half
         share of stamp duty and registration fee concerning the Lease within
         seven days of the Conditions Precedent having been totally fulfilled or
         waived.

6.3  shall execute the Lease within seven days of the Conditions Precedent
     having been totally fulfilled or waived.

6.4  shall appoint an agent, the particulars of which must be notified to
     iAdvantage (on its own behalf and as agent for the Landlord), to act on
     behalf of iAsiaWorks for
<PAGE>

     the sole purposes of liaising with iAdvantage in respect of and concerning
     the performance of the Services, Testing, Substantial Completion and Final
     Acceptance (as that term is defined in clause 10.4).

6.5  shall not undertake any structural, electrical or mechanical works of a
     material nature, without first obtaining the written approval of
     iAdvantage.  In the event iAsiaWorks desires to undertake such works it
     shall provide to iAdvantage reasonably detailed drawings and specifications
     concerning the works that it desires to undertake, together with schematic
     sketches indicating intent as to design and layout. Any approval that
     iAdvantage may notify under this clause will not constitute a
     representation that the iAsiaWorks plans comply with applicable laws and
     regulations from time to time in force under the laws of Hong Kong and will
     not release iAsiaWorks from any obligation to ensure and maintain such
     compliance. iAsiaWorks will be responsible for obtaining and maintaining
     all necessary government approvals and consents prior to the commencement
     of such works.

6.6  (a) shall not, prior to the Commencement Date, do or, in respect of such
     persons as it may control, permit anything that would constitute a breach
     of the Government Grant, the Deed of Mutual Covenant, Management Agreement
     and Sub-Deed of Mutual Covenant, if any, in respect of the Building ("Title
     Documents") and (b) will indemnify the Landlord against any breach of this
     sub- clause 6.6(a).

6.7  shall bear its own costs and charges of complying with its obligations
     under this Agreement.

6.8  shall co-operate, and procure the co-operation of its agents, contractors
     and sub-contractors, with the reasonable requests of the agents,
     contractors and sub-contractors of iAdvantage.

6.9  shall promptly provide such information that iAdvantage may reasonably
     request from time to time for the purposes of ensuring the timely
     performance of the Services.

6.10 shall promptly notify iAdvantage of any defects in the Systems that may
     come to its attention or the attention of its agents, employees or
     customers.

6.11 shall, except as otherwise provided for in this Agreement, pay to
     iAdvantage the Maintenance Fee set out in Schedule 10 on the first day of
     each and every calendar month without any deduction whatsoever (whether
     legal or equitable) from the 7th day of the Conditions Precedent having
     been totally fulfilled or waived until the expiration of the term or
     renewed term of the Lease.

6.12 shall enter into the Anton Pillar Agreement containing the terms of the
     main contract by iAdvantage has entered into with its main contractor, the
     sample of which is set out in Schedule 8, and assign its rights and
     benefits under the Anton
<PAGE>

     Pillar Agreement within two weeks from the Execution Date.

7.   OBLIGATIONS AND REPRESENTATIONS OF THE LANDLORD

The Landlord:

7.1  must, subject to iAsiaWorks complying with its obligations hereunder, grant
     the Lease to iAsiaWorks on the 7th day of the Conditions Precedent having
     been totally fulfilled or waived.

7.2  shall bear its own costs and charges of complying with its obligations
     under this Agreement and a half share of the stamp duty chargeable to this
     Agreement and the Lease.

7.3  shall not unreasonably condition delay or refuse to execute the Memorandum.

7.4  represents and warrants:

     (a)  that iAdvantage is acting as its authorised agent ("Agent") in respect
          of and concerning the matters dealt with under clauses 3.3, 6.2 (in
          respect of payments by cheque or telegraphic transfer), 6.4, 6.5, 7.5,
          14.11 and 27.2;

     (b)  that it will not revoke the Agent's authority without nominating a
          replacement and notifying iAsiaWorks;

     (c)  that it is, or  will be as of the Commencement Date, the registered
          owner of the Premises.

7.5  No warranty or representation is given whether the Premises or the Building
     may be occupied for the purpose for which iAsiaWorks proposes to use the
     same under the Lease. In the event that there shall be any legally valid
     objection from the Government of Hong Kong SAR in respect of iAsiaWorks'
     use of the Premises for the Activities, the Landlord shall be responsible
     at the Landlord's own costs for (a) obtaining such approval, consent waiver
     or modification as may be required to allow the Premises to be used for the
     Activities including the payment of all costs and expenses incurred
     including any premium, administrative fee, consent fee, approval fee,
     waiver fee, premium or penalty and (b) keeping iAsiaWorks informed of such
     events. In the event all reasonable efforts having been made by the
     Landlord the Government shall maintain its objection to iAsiaWorks' use of
     the Premises for the Activities, iAsiaWorks may terminate this Agreement
     and the Lease at any time thereafter by giving notice in writing to the
     other parties whereupon this Agreement and the Lease shall terminate and be
     of no further force or effect and neither party shall have any claim
     against the other thereafter, save and except for any claim for antecedent
     breaches.

8.   MUTUAL OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
<PAGE>

8.1  Within seven days after the Execution Date, iAdvantage and iAsiaWorks will
     each appoint a representative ("Representative") (and notify such
     appointment to the other) to deal with all technical matters concerning the
     performance of the Services by iAdvantage, and the co-ordination of each
     party's respective activities in relation to this Agreement.  iAdvantage
     and iAsiaWorks shall appoint a Representative on site at all times who
     shall use its best efforts to respond to any request (whether written or
     oral) for instructions from the other party within 24 hours of such
     request.

8.2  The Representatives shall (and each party shall procure that its
     Representative) co-operate in good faith and use all reasonable efforts to
     complete all joint work in respect of and concerning the matters
     contemplated under this Agreement.  If there is any problem or dispute
     between the Representatives, the parties shall analyse the problem,
     endeavour to clarify respective responsibilities and use their best efforts
     to resolve the dispute through friendly consultation.  During Installation
     and Testing the Representatives shall report weekly on the progress of
     work, the main accomplishments of that week, any material problems that
     have arisen and suggested solutions to resolve problems (where they have
     arisen or are likely to arise).

8.3  Neither iAdvantage nor the Landlord shall: (a) unreasonably deny access to
     the Building or the Premises by; or (b) unfairly discriminate against, any
     licensee under the Telecommunication Ordinance (Cap.106 of the Laws of Hong
     Kong) ("TO Licensee") that may be requested by iAsiaWorks or the TO
     Licensee to provide services to iAsiaWorks from time to time, during the
     term of the Lease.

Each of the parties represents and warrants to the other:

8.4  it has the requisite authority to perform its respective obligations under
     this Agreement and, in the case of iAsiaWorks and the Landlord, the Lease;
     and

8.5  the execution of this Agreement and, in the case of iAsiaWorks and the
     Landlord, the Lease, does not violate any provision of its bylaws, articles
     of association, or other governing authority; and

8.6  it shall, whenever it anticipates it will not be able to comply with an
     obligation under this Agreement, promptly notify in writing the parties
     that may be prejudiced by such non-compliance, submit proposed revisions
     which reflect best estimates of what can realistically be achieved and,
     where feasible, continue to work under the original schedule until agreed
     otherwise; and

8.7  it shall take substantive steps, on a best effort basis and in accordance
     with professional internet securities practices (now in use or as such
     practices may change from time to time), for the purpose of protecting the
     other parties' network that is connected to the Systems pursuant to this
     Agreement, from denial of
<PAGE>

      service attacks, the presence of harmful viruses, worms, spiders, web
      crawlers, data miners, wanderers, agents or any other harmful device or
      process originating from its managed network; and

8.8   it shall use best efforts to assist the registration of the Memorandum (as
      approved by the Landlord) with the Land Registry.

9.    TESTING

9.1   Testing of Hardware, Software and Systems will be as specified in Schedule
      9 and conducted before an independent third party to be agreed in writing
      between iAdvantage and iAsiaWorks.

9.2   iAdvantage is responsible, at its sole cost and expense, for Installation
      and Testing, in accordance with this Agreement.

9.3   Seven days prior to the scheduled commencement of any Testing, iAdvantage
      shall notify iAsiaWorks of the recommended Test procedures to be executed
      by iAdvantage ("Recommended Procedures"). The Recommended Procedures shall
      conform with Schedule 9 and be designed to ensure the conformity of the
      relevant Systems to applicable Specifications. The Recommended Procedures
      will be deemed accepted unless iAsiaWorks notifies iAdvantage of its non-
      acceptance within seven days after receiving the Recommended Procedures.
      If the Recommended Procedures are not mutually agreed upon by iAdvantage
      and iAsiaWorks, acting reasonably, prior to the date scheduled for the
      commencement of such Tests, the Recommended Procedures shall be modified
      as may be reasonably and legitimately requested by iAsiaWorks'
      Representative.

10.   SUBSTANTIAL COMPLETION AND FINAL ACCEPTANCE

10.1  Upon iAdvantage being satisfied it has substantially completed
      Installation and Testing, it shall notify iAsiaWorks by presenting to
      iAsiaWorks a certificate from iAdvantage's qualified architect.
      Substantial completion will be deemed to have occurred unless iAsiaWorks
      notifies iAdvantage of its non-acceptance within fourteen days after
      receiving a substantial completion notice ("Substantial Completion"). If
      any dispute between iAdvantage and iAsiaWorks, acting reasonably, is not
      resolved within fourteen days after iAsiaWorks has notified non-
      acceptance, either party may refer the matter to an arbitrator pursuant to
      clause 14.10.

10.2  Upon Testing, the Representatives will prepare a check-list of all defects
      and other items to be completed or corrected by iAdvantage ("Punch List")
      prior to Final Acceptance (as that term is defined in clause 10.4) . The
      Representatives will use their best efforts to complete the Punch List
      prior to Substantial Completion.
<PAGE>

10.3  iAdvantage shall use its best efforts to complete or correct the items
      listed in the Punch List, as soon as reasonably practicable and
      commensurate with the gravity of inconvenience such outstanding items may
      cause to iAsiaWorks and the undertaking of its Activities, but in any
      event will use best efforts to conclude all completions and corrections
      within sixty (60) days of the Punch List being completed. If iAdvantage
      shall fail to complete or correct the Punch List items, iAsiaWorks may (a)
      direct iAdvantage to cease any work to complete or correct any Punch List
      item; (b) appoint a third party to do so; (c) deduct the costs of the
      third party ("Third Party Costs") from the Retention Monies accumulated up
      to that point of time and (d) deduct from the next payment of Maintenance
      Fee an amount equal to the Third Party Costs over and above Retention
      Monies accumulated up to that point of time in full and final settlement
      of iAdvantage's obligations hereunder, to complete or correct a
      corresponding Punch List item.

10.4  Following 12 months continuous Trouble Free Operation subsequent to
      Substantial Completion and in the absence of any reasonable objection in
      writing by iAsiaWorks, iAsiaWorks is deemed to have accepted the
      performance of iAdvantage's obligations in respect of the Installation
      ("Final Acceptance").

10.5  For a period of 12 months from the Commencement Date ("Defect Period"),
      iAsiaWorks will be entitled to withhold from the Landlord an amount equal
      to five percent (5%) of the monthly Maintenance Fee and Rent payable under
      this Agreement and the Lease ("Retention Monies"), until Final Acceptance.
      In the event iAdvantage does not correct any Punch List item or other
      defective item that may be notified by iAsiaWorks to iAdvantage within the
      Defect Period, iAsiaWorks may (a) direct iAdvantage to cease any work to
      complete or correct any Punch List item or other defective item; (b)
      appoint a third party to do so; (c) deduct the costs of the third party
      from the Retention Monies; and (d) to continue to withhold such portion of
      the Retention Monies to pay estimated costs of any of the Punch List items
      or other defective items not rectified within the Defect Period and only
      release the balance thereof after such rectification. In the event the
      costs of the third party exceed the Retention Monies, iAdvantage shall
      promptly pay to iAsiaWorks an amount equal to the difference between the
      costs of the third party and the Retention Monies in full and final
      settlement of iAdvantage's obligations hereunder.

10.6  Upon Final Acceptance, iAsiaWorks' right to deduct the Retention Monies
      will cease and iAsiaWorks shall pay to the Landlord and iAdvantage all
      Retention Monies, less such sums that iAsiaWorks has validly paid to third
      parties pursuant to clause 10.5.

11.   ASSIGNMENT AND SUBCONTRACTS

11.1  Except for assignments to a party's subsidiary (subject to the prior
      written consent of the other parties) or assignment that may be required
      in the course of a merger, acquisition or sale of the party's assets
      (Provided Always that such assignment
<PAGE>

      shall be effected to assign all such party's rights and liabilities to a
      company of equal or better credibility and financial state carrying out
      the business relating to telecommunication and/or internet service), a
      party may not assign or otherwise deal with the whole or any part of this
      Agreement. Any attempted assignment without the prior written consent of
      every other party shall be null and void.

11.2  iAdvantage shall remain primarily liable to perform its obligations under
      this Agreement notwithstanding any sub-contracting to any third party.


12.   CONTINUING OBLIGATIONS

      Each obligation and warranty set forth in this Agreement which is capable
      of having future operation shall continue in force although this Agreement
      has otherwise been fully performed.

13.   CONFIDENTIALITY

13.1  In this clause unless the context otherwise requires:

      (a)  "Approved Purposes" means the purposes of this Agreement, and include
           applying to a bank or other financial institution for financial
           assistance relating to the subject matter of this Agreement or
           registration of this Agreement at the relevant Land Registry; and

      (b)  "Notes" means notes which relate to, summaries and copies of and
           extracts from any Confidential Information whether in documentary,
           visual, machine readable or other form.

13.2  Each party shall:

      (a)   maintain and take all steps necessary to maintain all Confidential
            Information and all Notes of a Releasing Party in strictest
            confidence;

      (b)   not disclose, any of the Confidential Information or Notes of
            another party ("the Releasing Party") without the prior consent of
            the Releasing Party to any person other than (i) potential sources
            of financing and (ii) those of its directors, officers, employees,
            advisors, consultants, contractors, auditors and agents
            (collectively, the "Appointees") who are required to receive and
            consider the Confidential Information in the course of (and solely
            for) the Approved Purposes, and require such potential sources of
            financing and Representatives to comply with this clause 13;

      (c)   use Confidential Information and Notes solely for the Approved
            Purposes;

      (d)   not make Notes or allow Notes to be made except as necessary in

<PAGE>

           connection with the Approved Purposes;

      (e)  keep confidential the fact that Confidential Information has been
           provided by a party; and

      (f)  not expressly or impliedly disclose the existence of Confidential
           Information or Notes.

13.3  Clause 13.2 does not impose obligations on a party concerning Confidential
      Information disclosed to it which the receiving party proves (on the
      balance of probabilities):-

      (a)  at the date of this Agreement, is publicly available;

      (b)  subsequent to the date of this Agreement, becomes publicly available
           without breach of this Agreement;

      (c)  that it was obtained from a third party without breach by that third
           party of any obligation of confidence concerning that Confidential
           Information; or

      (d)  was already in its possession (as evidenced by written records) when
           provided by or on behalf of the Releasing Party

13.4  It is not a breach of clause 13.2 for a party to disclose Confidential
      Information which it is obliged by law to disclose to the person to whom
      it is disclosed.

13.5  A party in receipt of Confidential Information of another party must
      return all documents and other media which contain Confidential
      Information and deliver all Notes to the Releasing Party immediately when
      requested by the Releasing Party or upon expiry or earlier termination of
      this Agreement unless the relevant party is contractually entitled to
      retain such document containing Confidential Information.

13.6  Each party shall at the same time as it returns the Confidential
      Information and Notes referred to in clause 13.5, also use its best
      efforts to procure its officers, employees and agents return any of the
      documents and Notes held by them.

13.7  If a party is required, or anticipates or has cause to anticipate that it
      may be required, by law or court order to disclose Confidential
      Information or Notes, it shall promptly notify the Releasing Party of the
      actual or anticipated requirement and use reasonable efforts (without
      breach of applicable law) to delay and withhold disclosure until the
      notified party has had a reasonable opportunity to oppose disclosure by
      lawful means.

13.8  Each party acknowledges that:-
<PAGE>

      (a)  the Confidential Information is at all times the property of the
           Releasing Party;

      (b)  a breach of this clause would be harmful to the business interests of
           the Releasing Party;

      (c)  monetary damages alone would not be a sufficient remedy for a breach
           of this clause; and

      (d)  in addition to any other remedy which may be available in law or
           equity a Releasing Party is entitled to interim, interlocutory and
           permanent injunctions or any of them to prevent breach of this clause
           and to compel specific performance of it.

13.9  Each party shall refrain from making any public announcement regarding
      matters contained in this Agreement without the prior written approval of
      the other party. The parties shall agree on the content of any such
      disclosure.

14.   DISPUTE RESOLUTION

14.1  A dispute arises for the purpose of this clause 14 on the date which a
      party notifies the other party of the existence of the dispute and its
      intention to resolve the dispute in accordance with this clause 14.

14.2  Save in the case of a dispute concerning Substantial Completion which
      shall be resolved in accordance with clause 14.10 hereunder, before
      resorting to arbitration the parties shall:

      (a)  use reasonable efforts to attempt to resolve the dispute through an
           inter-party working group formed in accordance with clause 14.4; and

      (b)  in the event that the dispute is not resolved by the inter-party
           working group under subclause 14.2(a) within seven (7) Business Days
           of the dispute being notified, escalate the dispute to senior
           management, which shall include managers holding the actual or
           equivalent positions of Vice President or higher ("Senior Management
           Date").

14.3  If senior management is unable to resolve the dispute within fifteen (15)
      Business Days of the Senior Management Date the parties may refer the
      dispute to arbitration.

14.4  For the purpose of sub-clause 14.2(a), an inter-party working group will
      comprise two nominated representatives from each party (a total of 4
      persons), who have a detailed working knowledge of the dispute and a
      sufficient level of authority to resolve the dispute on behalf of the
      party whom they represent. The administrative functions of the working
      group are to be shared equally between
<PAGE>

      the parties. Each party shall bear its own administrative costs. The
      parties shall form the inter-party working group within two (2) Business
      Days of a dispute being notified.

14.5  Subject to the other provisions of this Agreement, the parties shall
      continue to comply with their respective obligations under this Agreement
      while a dispute is pending resolution, with any dispute resolution
      activities undertaken in accordance with this section 14.

14.6  If the parties are unable to reach a consensual settlement (either through
      an inter-party working group or through senior management) within twenty
      one (21) Business Days after the first written communication sent
      hereunder, either party may commence arbitration hereunder.

14.7  Any claim or dispute arising out of, in connection with or relating to
      this Agreement, including any question concerning its existence, validity,
      termination or interpretation which is not resolved by an inter-party
      working group or through senior management, shall be fully and finally
      settled under and resolved by binding and mandatory arbitration to be
      conducted in accordance with this clause 14. Such arbitration shall,
      subject to the Arbitration Ordinance (Cap.341 of the Laws of Hong Kong),
      be the exclusive means and procedure to finally settle any such claims.

14.8  Notwithstanding any other law, rule or regulation to the contrary, the
      parties agree that this clause 14 will be interpreted and construed as a
      presently effective and enforceable written agreement to arbitrate, and
      must be given effect as such, and the parties' signature to this Agreement
      will constitute prima facie evidence of the existence of a valid written
      agreement to arbitrate.

14.9  Except as provided for in the Arbitration Ordinance, the parties hereby
      expressly waive any right that they may have to require the exhaustion of
      local administrative, judicial or alternative dispute resolution remedies
      as a condition of any interim remedy proceeding being brought or commenced
      under this Agreement by either of the parties hereto.

14.10 Any dispute between or among the parties shall be settled by arbitration
      at the initiation of either party in the Hong Kong Special Administrative
      Region in accordance with the provisions of the Arbitration Ordinance).
      Any arbitration shall be conducted in the English language.

14.11 Any arbitration will be conducted before one single arbitrator to be
      jointly appointed by iAsiaWorks and iAdvantage failing agreement to be
      nominated by the Chairman of the Hong Kong Institute of Surveyors or such
      organisation that may replace it from time to time. The arbitrator will be
      paid for his or her services at a rate to be determined by the parties and
      failing agreement to be determined by the Chairman of the Hong Kong
      Institute of Surveyors or such organisation that may replace it from time
      to time, based upon reasonable hourly
<PAGE>

       or daily consulting rates for the arbitrator in the event the parties are
       not able to agree upon his or her rate of compensation.

14.12  Upon the conclusion of any arbitration proceedings hereunder, the
       arbitrator will render findings of fact and conclusions of law and a
       written opinion setting forth the basis and reasons for any decision
       reached and will deliver such documents to the parties to the dispute,
       along with a signed copy of the award. The arbitrator chosen in
       accordance with these provisions will not have the power to alter, amend
       or otherwise affect the terms of the arbitration provisions set forth
       herein or any other provision of this Agreement. The final decision of
       the arbitrator will be furnished to the parties in writing and will
       constitute a conclusive determination of the issue in question, binding
       upon such parties. Any monetary award rendered by the arbitrator shall be
       in the currency of the Hong Kong Special Administrative Region and the
       arbitrator may award such pre-award or post-award interest, simple or
       compound, as such arbitrator consider appropriate.

15.    ENTIRE AGREEMENT

15.1   This Agreement:

       (a)  contains the entire agreement and understanding between the parties
            on everything connected with the subject matter of this Agreement;
            and

       (b)  supersedes any prior agreement or understanding on anything
            connected with that subject matter, including the Letter of Intent,
            which Letter of Intent is hereby terminated.

15.2   Except as provided for in this Agreement, each party has entered into
       this Agreement without relying on any representation by any other party
       or any person purporting to represent that party.

16.    FORCE MAJEURE

16.1   If a party ("Affected Party"):

       (a)  is affected in performing an obligation (other than to pay money) by
            a Force Majeure Event;

       (b)  as soon as possible after the Force Majeure Event occurs notifies
            the other party of full particulars of:

            (i)  the Force Majeure Event;

            (ii) the effect of the Force Majeure Event on performance of the
                 Affected Party's obligations;
<PAGE>

          (iii)  the anticipated period of delay; and

          (iv)   the action (if any) the Affected Party intends to take to
                 mitigate or remove the effect and delay; and

     (c)  promptly and diligently acts to mitigate or remove the Force Majeure
          Event and its effect;

     then:

     (d)  if the Affected Party is permanently prevented from performing the
          obligation by the Force Majeure Event, the Affected Party is released
          from the obligation; and

     (e)  if the Affected Party is delayed in performing the obligation by the
          Force Majeure Event, the obligation is suspended during, but for no
          longer than, the period the Force Majeure Event continues; provided,
          however, that in the event a Force Majeure Event should last more than
          six (6) consecutive months or one hundred eighty (180) days, either
          party shall be entitled to terminate the Agreement.

16.2  Nothing in clause 16.1(c) or clause 16.3 obliges the Affected Party to
      settle any strike, lockout, ban, limitation of work or other industrial
      dispute.

16.3  In this clause 16, "Force Majeure Event" means any of the following
      events:

   (I)

      (a)  act of God; or

      (b)  war, riot, insurrection; or

      (c)  strike, lockout, ban, limitation of work or other industrial dispute;
           or

      (d)  law, rule or regulation of any government or governmental agency, and
           executive or administrative order or act of general or particular
           application; or

      (e)  delay in delivery of any of the Systems by the manufacturer or
           supplier thereof; or

      (f)  such other causes;

   which:

      (i)  is unforeseen by the Affected Party; or
<PAGE>

      (ii)   beyond the control of the Affected Party; and

      (iii)  occurs without the fault or negligence of the Affected Party.

   (II)
     iAsiaWorks refuses to assign its rights and obligations under the Anton
     Pillar Agreement, within fourteen days of the Execution Date or the
     supplier under the Anton Pillar Agreement fails to deliver two diesel
     rotary UPS systems to be placed in position on site in the Premises by
     1st December 2000 and one diesel rotary UPS systems to be placed in
     position on site in the Premises by 5th December 2000, without the fault
     or negligence of iAdvantage.

17.  FURTHER ASSURANCES

     Each party agrees that it will at its own cost do all things (including
     executing all documents reasonably acceptable to such party) reasonably
     necessary or desirable to give full effect to this Agreement although not
     specifically provided for.

18.  GOVERNING LAW

18.1 The law of the Hong Kong Special Administrative Region governs this
     Agreement.

18.2 The parties submit to the jurisdiction of the courts of the Hong Kong
     Special Administrative Region.

19.  INCONSISTENCY

     To the extent that there is an inconsistency between a provision in any of
     the documents referred to in sub-clause 19(b) and another provision in any
     of them or between a provision in any of those documents and a provision in
     any other document referred to in any of them:

     (a) a specific provision takes precedence over a general provision; and

     (b) otherwise, to the extent necessary to resolve the inconsistency, the
         following order of precedence applies:-

         (i)   this Agreement;

         (ii)  the Lease;

         (iii) the Specifications; and

         (iv)  all other Schedules.
<PAGE>

20.  NOMINATED CONTRACTORS

   iAdvantage shall allow (and where reasonably necessary, procure other persons
   to allow) iAsiaWorks's nominated contractors (not more than ten in any
   event)( "Nominated Contractors") to enter the Premises or any part thereof
   prior to the Commencement Date for the purpose of carrying out non structural
   installation or fitting out works, on the following conditions:

   (a)   the Nominated Contractors shall enter the Premises as a sub-contractor
   of iAdvantage's main contractor and shall obey and comply with all reasonable
   instructions and directions from iAdvantage's main contractor;

   (b)   subject to clause 21, iAsiaWorks shall indemnify iAdvantage against all
   claims demands actions proceedings loss damages costs and expenses arising
   from the acts, omissions, default and negligence of the Nominated
   Contractors;

   (c)   the Nominated Contractors shall not do or cause anything to be done
   that may adversely affect iAdvantage's obligations to perform the Services or
   any of iAdvantage's or the Landlord's work in any part of the Building or the
   issuance of the Occupation Permit; and

   (d)   iAdvantage shall be entitled to revoke this licence and offending
   Nominated Contractors shall immediately vacate the Premises and the Building
   upon notification (whether in writing or orally) by iAdvantage or its main
   contractor that the offending Nominated Contractor has failed to remedy any
   remediable act or omission within 24 hours or such shorter period as the
   circumstance may demand.

21.  LIMITATION OF LIABILITY

21.1 Except for:

     (a)  liquidated damages pursuant to clause 5.5 or clause 28;

     (b)  a breach of clause 13; or

     (c)  any breach of this Agreement, the Lease or the Letter of Intent that
          is due to a reckless act or omission or willful misconduct by a
          party's employee, agent, contractor or subcontractor,

     no party will be liable to any other party for any incidental, indirect,
     consequential or special damages of any nature whatsoever (including to
     loss or damage resulting from loss of use, loss of profits or revenues,
     costs of capital, loss of goodwill, claims of customers, or fines and
     penalties) or any claim in tort.
<PAGE>

21.2  The maximum aggregated liability of each party to the other under or in
      respect of this Agreement and the Lease, excluding liquidated damages
      pursuant to clause 5.5 or clause 28, will be *.

22.  NON-SOLICITATION

22.1  Each party agrees that during a period from the Execution Date to twelve
      months after the expiration or earlier termination of this Agreement or
      twelve months after the termination of an employee's employment, whichever
      shall be the earlier, it shall not directly or indirectly solicit or offer
      employment or engagement to any of the other party's employees, who have
      been involved in the performance, supervision or co-ordination of the
      Services, without the other party's prior agreement in writing.

22.2  Each party agrees that if it employs or engages any person contrary to the
      provisions of clause 22.1 above, the party in default shall be liable to
      pay to the other party liquidated damages in an amount equal to the charge
      for one year's work by that person at his then current fee or salary rate.
      Each party acknowledges and agrees that the liquidated damages it may be
      required to pay to another party under this clause is a fair and
      reasonable pre-estimate of damages a party may suffer and irrevocably
      waives any rights it may have to argue, claim and/or plead that the
      liquidated damages payable, constitutes a penalty or is otherwise
      unenforceable for any reason whatsoever.

23.  NOTICES

23.1  A notice or other communication connected with this Agreement has no legal
      effect unless it is in writing and;

      (a)  delivered; or

      (b)  sent by post

      to the address of the addressee set out in this Agreement or subsequently
      notified from time to time in accordance with this clause 23; or

      (c)  sent by electronic mail ("Email") to the Email address of the
      specified representative of that party as may be from time to time
      notified by that representative. The Email address of the respective
      specified representative of the parties as at the Execution Date are:

[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          Name of specified representative        Email address
          --------------------------------        -------------

          For iAdvantage and the Landlord:-
          *                                       *

          For iAsiaWorks:
          *                                       *

23.2      A notice or other communication is deemed given and received:

          (a)  if delivered, upon delivery;

          (b)  if electronically mailed, upon the issue of an electronic
               delivery receipt;

          (c)  if posted, on the expiration of 2 Business Days (at the place of
               posting) after mailing.

24.       SEVERABILITY

          If anything in this Agreement is unenforceable, illegal or void then
          it is severed from this Agreement and the rest of this Agreement
          remains in force.

25.       TERMINATION

25.1      This Agreement shall terminate upon the expiration of the Lease or
          renewal thereof or earlier termination of the Lease.

25.2      After termination of this Agreement and the Lease, the ownership of
          the Systems shall remain with iAdvantage and iAdvantage shall be
          entitled to deal with them in such manner as it thinks fit at its sole
          discretion.

26.       TIME OF THE ESSENCE

26.1      Unless otherwise specifically provided, time is of the essence of this
          Agreement.

26.2      If the parties agree to vary a time requirement, the time requirement
          so varied is of the essence of this Agreement.

26.3      An agreement to vary a time requirement must be in writing signed by
          all relevant parties.

27.       VARIATIONS

27.1      An amendment or variation to this Agreement is not effective unless it
          is in writing and signed by the parties.

[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

27.2      Subject to clause 27.3, all Variations must be agreed between
          iAdvantage (on its own behalf and as agent for the Landlord) and
          iAsiaWorks.

27.3      In the event a Variation is reasonably requested by iAsiaWorks on or
          before 1st September 2000, and the parties are unable to agree (on
          the requested Variation or corresponding adjustments), iAsiaWorks may
          direct iAdvantage to comply with the Variation reasonably requested
          and iAdvantage shall promptly do so if, and only if, it is reasonably
          technically feasible and does not adversely and materially affect the
          issuance of the Occupation Permit. iAdvantage shall use its best
          efforts to minimize any adverse effects an agreed or directed
          Variation may have upon the Cost Formula and the Implementation
          Schedule. Any additional expenditure shall be borne by iAsiaWorks. For
          the avoidance of doubt, iAdvantage shall not be obliged to entertain
          any request for Variation after 1st September 2000.

27.4      Should iAsiaWorks and iAdvantage agree, or should iAsiaWorks exercise
          its rights under clause 27.3, in respect of a Variation the
          Maintenance Fee, the Rent and Management Fee payable under this
          Agreement and under the Lease shall be varied to reflect any increase
          or decrease in the Cost Formula, arising from a Variation.

28.       DEPOSITS

The parties agree that:-

28.1      the First Maintenance Fee Deposit and the Second Maintenance Fee
          Deposit shall be held by iAdvantage subject to the following
          conditions:

          (a)  the First Maintenance Fee Deposit shall be held by iAdvantage
               free of any interest to iAsiaWorks and shall remain valid until
               the issuance of a replacement bank guarantee for the same amount
               as the Second Maintenance Fee Deposit in accordance with the
               terms of this Agreement;

          (b)  the Second Maintenance Fee Deposit shall be held by iAdvantage
               free of any interest to iAsiaWorks and shall remain valid until
               the issuance of a replacement bank guarantee for a revised amount
               in accordance with sub-clause (c) hereunder or 30 days after the
               expiration or sooner determination of this Agreement whichever
               shall be the later;

          (c)  if at any time the Maintenance Fee payable by iAsiaWorks
               hereunder shall increase iAsiaWorks shall within 30 days from the
               agreement or determination of such increase produce a replacement
               bank guarantee or further bank guarantee to make up the total
               amount of the Maintenance Fee Deposit held by iAdvantage to be
               equivalent to three months' increased Maintenance Fee;
<PAGE>

          (d)  iAsiaWorks shall forfeit to iAdvantage as liquidated damages the
               First Maintenance Fee Deposit or the Second Maintenance Deposit,
               as the case may be, in the event that iAsiaWorks refuses to enter
               into the Lease or commits a breach of any of its material
               obligations under this Agreement or the Lease, as the case may
               be, and fails to remedy such breach, non-observance non-
               performance or non-compliance within fourteen (14) days of
               receipt of a written notice from iAdvantage or the Landlord, as
               applicable. Upon forfeiture hereunder, iAdvantage shall be
               entitled to terminate this Agreement and the Landlord shall be
               entitled to terminate the Lease forthwith. The liquidated damages
               payable by iAsiaWorks to iAdvantage pursuant to this clause shall
               not prejudice any right of iAdvantage or the Landlord to claim
               any further loss or damages provided such claims shall not exceed
               *,or any other remedies to which it may be entitled, including
               a decree for specific performance. iAsiaWorks hereby waives any
               rights it may have to argue, claim and/or plead that the
               liquidated damages that may be payable under this clause
               constitute a penalty or are otherwise unenforceable for any
               reason whatsoever;

          (e)  at any time the Maintenance Fee payable by iAsiaWorks hereunder
               shall increase in accordance with this Agreement iAsiaWorks shall
               within 30 days from the agreement or determination of such
               increase produce a replacement bank guarantee or further bank
               guarantee to make up the total amount of the Maintenance Fee
               Deposit held by iAdvantage to be equivalent to three months'
               increased Maintenance Fee and failure to produce such replacement
               or further bank guarantee by iAsiaWorks shall justify termination
               of this Agreement by iAdvantage and the forfeiture of the Lease
               by the Landlord;

          (f)  on termination of this Agreement due to (a) a Force Majeure Event
               or (b) the default of iAdvantage the First Maintenance Deposit or
               the Second Maintenance Deposit, as the case may be, or other
               payment made by iAsiaWorks pursuant to this Agreement, iAdvantage
               shall unconditionally and immediately refund or return it (as the
               case may require);

          (g)  on termination of this Agreement pursuant to clause 25.1, the
               Second Maintenance Fee Deposit shall be returned to iAsiaWorks
               within 30 days after such termination.

28.2      The First Rental Deposit and the Second Rental Deposit shall be held
          by the Landlord in accordance with the provisions of the Lease and
          subject to the following conditions:

          (a)  iAsiaWorks shall forfeit to the Landlord as liquidated damages
               the First Rental Deposit in the event that iAsiaWorks refuses to
               enter into the Lease or commits a breach of any of its material
               obligations under this Agreement, as the case may be, and fails
               to remedy such breach, non-observance non-performance or non-
               compliance within fourteen (14) days of receipt of a

[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

               written notice from the Landlord. Upon forfeiture hereunder,
               iAdvantage shall be entitled to terminate this Agreement and the
               Landlord shall be entitled to terminate the Lease forthwith. The
               liquidated damages payable by iAsiaWorks to the Landlord pursuant
               to this clause shall not prejudice any right of iAdvantage or the
               Landlord to claim any further loss or damages provided such
               claims shall not exceed *, or any other remedies to which it
               may be entitled, including a decree for specific performance.
               iAsiaWorks hereby waives any rights it may have to argue, claim
               and/or plead that the liquidated damages that may be payable
               under this clause constitute a penalty or are otherwise
               unenforceable for any reason whatsoever;

          (b)  on termination of this Agreement prior to the commencement of the
               Lease due to (a) a Force Majeure Event or (b) the default of the
               Landlord, the First Rental Deposit, or other payment made by
               iAsiaWorks to the Landlord pursuant to this Agreement, shall
               unconditionally and immediately refund or return it (as the case
               may require).

28.3      For the avoidance of any doubt, the liability of iAsiaWorks under this
          clause 28, shall not in any event exceed an aggregated total of *,
          in respect of any claims by iAdvantage and the Landlord.

29.       PHASED HANDOVER

29.1      The parties agree that the Premises will be handed over to iAsiaWorks
          on the following dates:

          (a)  in respect of the 7th, 8th, 9th and 10th Floors (including the
               granting of the licence to use part of the 6th Floor as
               provided in the Lease) within 7 days after the Conditions
               Precedents having been totally fulfilled or waived;

          (b)  in respect of the 11th Floor, on the expiration of three months
               from the Commencement Date; and

          (c)  in respect of 12th Floor, on the expiration of six months from
               the Commencement Date.

29.2      Any request for modification of non- structural layouts for 11th
          Floor or 12th Floor by iAsiaWorks shall be reasonably made by not
          less than two months' prior written notice prior to the aforesaid
          relevant handover dates. In the event that the modified works are not
          completed by the aforesaid handover dates, the relevant handover date
          shall be postponed to the day immediately after the completion of the
          modified works and the Rent and Maintenance Fee in respect of the
          relevant floor shall commence on such postponed handover date and
          iAsiaWorks and the Landlord shall enter into one or more supplemental
          agreements to the Lease to record such variation, as may be required.
          For the avoidance of doubt,


[*] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          iAdvantage shall not be obliged to entertain any request for
          structural alteration or modification or request for modification on
          the 7th, 8th, 9th and 10th Floors.

29.3      Any additional costs and expenditure arising from the aforesaid
          modifications shall be borne by iAsiaWorks.

30.       WAIVER

30.1      A party's failure or delay to exercise a power or right does not
          operate as a waiver of that power or right.

30.2      The exercise of a power or right does not preclude either its exercise
          in the future or the exercise of any other power or right.

30.3      A waiver is not effective unless it is in writing.

30.4      Waiver of a power or right is effective only in respect of the
          specific instance to which is relates and for the specific purpose for
          which it is given.

31.       ENGLISH LANGUAGE

          This Agreement and all schedules attached hereto have been negotiated
          and drafted in the English language. It is the intention and agreement
          of the parties that this Agreement, as documented in the English
          language, accurately and completely states all agreements and
          understandings of the parties with respect to the subject matter of
          this Agreement. The parties agree that, although translations and
          summaries of the Agreement may have been prepared and used by one or
          more of the parties from time to time during the preparation and
          negotiation of the Agreement, no translation of this Agreement into
          any other language, no form of this Agreement other than the English
          language form executed by both parties, and no drafts, correspondence
          or any other writing (whether in English or any other language) shall
          have any effect or be considered in evaluating any claim or dispute
          arising under or relating to this Agreement. In addition, the parties
          agree that all notices, amendments, waivers, modifications or other
          writings required or made pursuant to this Agreement shall be in the
          English language and no such notice, amendments, waivers,
          modifications or other writing shall be of any effect or be given any
          consideration if in any language other than English.
<PAGE>

EXECUTED as an agreement on the date set out at the commencement of this
Agreement.

Signed for and on behalf of          )
iAdvantage Limited                   )
in accordance with its           )
articles of association in the       )
presence of:                         )

/s/ Terese Wong                        /s/ Eric C.H. Tung
-------------------------------------  -----------------------------------
Director/Secretary                     Director

TERESE WONG                            ERIC C.H. TUNG
-------------------------------------  ------------------------------------
Name of Director/Secretary             Name of Director (BLOCK LETTERS)
(BLOCK LETTERS)


Signed for and on behalf of          )
iAsiaWorks (HK) Limited              )
in accordance with its               )
articles of association in the       )
presence of:                         )

/s/ Nicholas Chan                      /s/ David Holub
-------------------------------------  ------------------------------------
Director/Secretary                     Director

NICHOLAS CHAN                          DAVID HOLUB, AUTHORIZED REPRESENTAIVE
-------------------------------------  --------------------------------------
Name of Director/Secretary             Name of Director (BLOCK LETTERS)
(BLOCK LETTERS)

Signed for and on behalf of          )
Weelek Company Limited               )
in accordance with its               )
articles of association in the       )
presence of:                         )

/s/ Terese Wong                        /s/ Eric C.H. Tung
-------------------------------------  ------------------------------------
Director/Secretary                     Director

TERESE WONG                            ERIC C.H. TUNG
-------------------------------------  ------------------------------------
Name of Director/Secretary             Name of Director (BLOCK LETTERS)
(BLOCK LETTERS)
<PAGE>

                                  SCHEDULE 1

                                 Cost Formula


S1.1   The Maintenance Fee shall be [*] per square foot of gross floor
area per month if there shall be no modification to System and the
Specifications which is calculated on the following cost formula:-

<TABLE>
<CAPTION>
                                                                   Rate in Hong Kong Dollars per square
                                                                   foot of gross floor area per month
Elements taken into consideration                                  (HK$/sq.ft.gross/month)
                                                                   ----------------------
<S>                                                                <C>
(1)   Initial cost for facilities (based on [*] Million                     [*]/sq.ft gross/month
      amortized with 10%)

(2)   iAdvantage 24/7 staff cost                                            [*]/sq.ft gross/month
(3)   iAdvantage insurance                                                  [*]/sq.ft gross/month
(4)   Maintenance of facilities                                             [*]/sq.ft gross/month
                                                                            __________________________
Total Maintenance Fee                                                       [*]/sq.ft gross/month
                                                                            ==========================

Basic Rent under the Lease                                                  [*]/sq.ft.gross/month
</TABLE>

[*]-CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

                                  SCHEDULE 2

                                   Documents

S2.1      Throughout the term of this Agreement at appropriate intervals
          iAdvantage shall provide iAsiaWorks with all necessary documentation
          and updates thereof related to this Agreement for its record purpose
          only (unless otherwise expressly required herein), including the
          following documents:

     -    project administration documents which consist construction drawings,
          material and equipment catalogues and subsequent maintenance programs
          and schedules and maintenance log sheets;
     -    progress, slippage and problem reports which are produced by
          iAdvantage at each phase of the Construction Service;
     -    Quality Assurance procedures;
     -    testing and commissioning procedures and plan;
     -    operating, maintenance and training manuals;
     -    "as built" drawings;
     -    construction and testing and commissioning programs and schedules.

S2.2      All documents to be transferred, sent and/or forwarded to iAsiaWorks
          must, where possible, clearly show with certainty the following:

     -    identity of sender(s) and recipient(s);
     -    date and time of transmittal;
     -    signature of sender(s)
<PAGE>

                                  SCHEDULE 3

                                     Lease

                  The following 32 pages comprise the Lease.
<PAGE>

                                  SCHEDULE 4

                                  Maintenance

S4.1   iAdvantage shall ensure that the Systems shall be 99.999% available for
       full commercial operation with 2N redundancy, 7 days a week, 24 hours a
       day, and 365 days a year save and except decrease of availability or
       unavailability due to (i) inherent defect in the design of any part of
       the System or (ii) the occurrence of a Force Majeure Event or (iii)
       misuse of the Systems by iAsiaWorks of its employees servants agents
       contractors or customers or (iv) regular preventive maintenance works on
       the Systems as agreed in writing by the parties from time to time.

S4.2   iAdvantage shall adopt the best industry standard to produce a
       "maintenance plan" which will define all relevant maintenance
       requirements and frequencies that are at least as stringent as those
       proposed by the manufacturers and installers of relevant Hardware and
       Software in accordance with the plan annexed hereto and marked with the
       letter "A".

S4.3   iAdvantage must provide maintenance personnel to meet iAdvantage's
       maintenance obligations under this Agreement.

S4.4   iAdvantage shall arrange for the maintenance personnel to attend and
       participate in suitable refresher courses (if any) organized by the
       suppliers of relevant Hardware and Software or their nominated
       representative at appropriate and regular intervals.

S4.5   iAdvantage shall ensure that specialized Systems, such as the diesel
       rotary UPS systems, are maintained either by the relevant manufacturer or
       supplier or personnel trained by the relevant manufacturer or supplier.

S4.6   iAsiaWorks shall for the purpose of carrying out any maintenance audit
       have access to all relevant maintenance records for inspection upon
       giving reasonable and prior notice.

S4.7   iAdvantage shall keep written records of all maintenance operations and
       failures.  These records shall: (a) identify the name of the maintenance
       operative and duration of the task; (b) identify the relevant part of the
       Systems by number and location; (c) describe in detail the work carried
       out and list any replacement parts and consumables being used.

S4.8   iAsiaWorks shall be given, upon prior and reasonable notice, copies of or
       access to all relevant current maintenance records in the possession,
       power and custody of iAdvantage.

S4.9   Spares for maintenance or replacement parts shall if possible be sourced
       from
<PAGE>

       original Hardware and Software suppliers. If unavailable, spares or
       replacement parts shall be of equivalent or superior quality, to be
       reasonably decided by iAdvantage.
<PAGE>

                                  SCHEDULE 5

                                Specifications
                              [combine Turn-key]
<PAGE>

                                  SCHEDULE 6

                                    Systems
                        [combine Hardware and Software]
<PAGE>

                                  SCHEDULE 7
                                  ----------

                               Training Services
                               -----------------


S7.1   Initial Training
       ----------------

       Upon one week's notice by iAsiaWorks, during the initial twelve months
       after the Commencement Date, iAdvantage shall provide an adequate number
       of appropriately qualified personnel for training and consultation to
       iAsiaWork's staff at the Premises in relation to the Systems (not more
       than three times per System within this period by prior appointment at
       times reasonably convenient to iAsiaWorks and iAdvantage).

S7.2   Operation Manuals
       -----------------

       iAdvantage shall provide iAsiaWorks with the current and corresponding
       operation manuals for the operation of the Hardware and Software (if
       any).

S7.3   Regular Training
       ----------------

       After the initial twelve months after the Commencement Date, iAdvantage
       shall provide a sufficient number of appropriately qualified employees to
       provide organized and structured training to iAsiaWorks' staff at the
       Premises in respect of all matters relating to the System (not more than
       twice yearly by prior appointment at times reasonably convenient to
       iAdvantage and  iAsiaWorks).

S7.4   Consultation Fees
       -----------------

       Except otherwise agreed by the parties in writing, iAsiaWorks shall not
       be required to pay any travelling, boarding, training or consulting fees
       for iAdvantage's technical personnel providing the aforesaid training to
       iAsiaWork's staff.
<PAGE>

                                  SCHEDULE 8
                             Sample main contract
<PAGE>

                                  SCHEDULE 9

                              Testing Procedures
<PAGE>

                                  SCHEDULE 10

                                MAINTENANCE FEE
    The Maintenance Fee shall be as follows:-
(a)

     Term                    Maintenance Fee
     [*] Year to [*] Year    (i)   monthly Maintenance Fee for the 7th, 8th, 9th
                                   and 10th Floors of the Premises at the rate
                                   of [*] per square foot of gross floor
                                   area shall be payable from the commencement
                                   of the term of the Lease;
                             (ii)  monthly Maintenance Fee for the 7th, 8th,
                                   9th, 10th and 11th Floors of the Premises at
                                   the rate of [*] per square foot of
                                   gross floor area shall be payable three
                                   months from the commencement of the term of
                                   the Lease;
                             (iii) monthly Maintenance Fee for the 7th, 8th,
                                   9th, 10th, 11th and 12th Floors of the
                                   Premises at the rate of [*] per square
                                   foot of gross floor area shall be payable six
                                   months from the Lease
                                   commencement of the term of the Lease;
     [*] Year to [*] Year     monthly Maintenance Fee shall be [*] of the rate
                              for the [*] Year of the term of the Lease.

     [*] Year to [*] Year     At Open Market Rate as at the commencement of the
                              [*] Year of the term of the Lease, to be
                              determined in accordance with the provisions
                              hereunder, provided that the Maintenance Fee shall
                              not be reduced by more than [*] or increased by
                              more than [*] of the Maintenance Fee reserved for
                              the [*] Year of the term of the Lease




(b)  (i)  The Open Market Rate shall be agreed between iAdvantage and iAsiaWorks
          at least three months before the new Maintenance Fee shall become
          payable and failing agreement as aforesaid, the question shall be
          referred to the decision of a single valuer to be appointed jointly by
          the parties. Failing agreement on the appointment of the valuer, the
          valuer shall be appointed by the President for the time being of the
          Hong Kong Institute of Surveyors. The valuer shall act as an expert,
          but not an arbitrator whose decision shall be final and binding,
          provided always that in making its decisions the valuer shall take
          into account the Cost Formula and the provision of the Services by
          iAdvantage in the Schedules in this Agreement. The new Maintenance Fee
          shall not be increased or reduced by more than 10% of the Maintenance
          Fee reserved for the year of the term of the Lease immediately
          preceding the relevant year in which the new Maintenance Fee becomes
          payable. Prior to the decision of such valuer, iAsiaWorks shall
          continue to pay monthly, on account of the Maintenance Fee to be
          decided, the

[*]-CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>

          same rate as payable on the expiration of the year immediately
          preceding the commencement of the relevant year and adjustment on the
          Maintenance Fee, (if applicable), shall be made upon the market rate
          having been determined as aforesaid, as the case may be. The costs of
          the valuer shall be borne by iAdvantage and iAsiaWorks in equal
          shares.

(ii)      In determining the new Maintenance Fee the valuer shall take into
          account the rate payable in current, new, comparable transactions in
          the Building or any comparable buildings for comparable space with
          comparable Services, for a comparable term , from non-expansion, non-
          renewal and tenants not connected or associated with iAdvantage or the
          Landlord or a landlord, negotiated at arm's length, in either case
          giving appropriate consideration (without limitation) to the annual
          rental rates per square foot of gross floor area and abatement
          provisions reflecting free charges or other concessions made during
          the period of fit out or any other period during the subsistence of
          this Agreement, so that the Maintenance Fee determined reflects the
          same rate and other economic benefits that would otherwise be given to
          any comparable prospective tenant in a comparable, new transaction an
          and
          (1)   on the following assumptions at that date :
               (i)   that the Premises are fit for immediate occupation and use
                     and that no work has been carried out to the Premises
                     during the term which has diminished the rental value of
                     the said premises and that in case the Premises have been
                     destroyed or damaged they have been fully restored;
               (ii)  that the Premises are available to let by a willing
                     landlord to a willing tenant as a whole without a premium
                     but with vacant possession and subject to the provisions of
                     this Agreement and the Lease (other than the amount of the
                     rent reserved) for a term equal to the relevant period;
               (iii) that the covenants in this Agreement and the Lease have
                     been fully performed and observed;
          (2)  but disregarding:
               (i)   any effect on rent of the fact that iAsiaWorks has been in
                     occupation of the Premises;
               (ii)  any goodwill attached to the Premises by reason of
                     iAsiaWorks carrying on its business at the Premises;
               (iii) any effect on rental value of the Premises attributable to
                     the existence at the commencement of the relevant period of
                     any improvement to the Premises or any part by iAsiaWorks.

(c) In the event that iAsiaWorks exercises its option to renew the Lease the
    Maintenance Fee shall be at Open Market Rate as at the commencement of the
    relevant option term determined in accordance with clause (b) above save and
    except that:-
    (i)    there shall be no limit on the increase or decrease; and
<PAGE>

    (ii)  the construction costs of the Systems in the Costs Formula shall not
          be taken into account but instead any new costs that may be incurred
          by iAdvantage in providing any renewal or replacement of any part of
          or addition to the Systems requested by iAsiaWorks that may be agreed
          by iAdvantage shall be taken into account instead.

(d) The Maintenance Fees are payable monthly in advance on the first day of each
    calendar month without deduction whatsoever.
<PAGE>

                              INDEMNITY AGREEMENT
                              -------------------

BETWEEN
iAdvantage Limited whose registered office is situated at 36/F Standard
Chartered Tower, Millennium City, 388 Kwun Tong Road, Kwun Tong, Hong Kong
Special Administrative Region ("iAdvantage");
AND
iAsiaWorks (HK) Limited whose registered office is situated at 27th Floor,
Hongkong Telecom Tower, 979 King's Road, Quarry Bay, Hong Kong Special
Administrative Region ("iAsiaWorks");
AND
Weelek Company Limited whose registered office is situated at 45th Floor, Sun
Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong Kong Special Administrative
Region ("Landlord").

RECITALS:

A. In consideration of the parties contemporaneously entering an agreement
   ("Agreement") in respect of and concerning premises comprising the 7th to
   12th Floors inclusive ("Premises"), of a building located at Chai Wan, Hong
   Kong to be erected on the Remaining Portion of Chai Wan Inland Lot No. 30, to
   be built for the Landlord, the parties enter into this Indemnity Agreement on
   the terms contained hereunder.

B. The Agreement concerns, inter alia, the fitting out of the Premises, the
   installation and testing of certain systems, the performance of certain
   services by iAdvantage and the lease of the Premises by iAsiaWorks from the
   Landlord.

C. The parties have found it convenient to carve-out from the Agreement the
   obligations and covenants contained in this Indemnity Agreement.

IT IS HEREBY AGREED:

1.   The Landlord shall indemnify and hold iAsiaWorks harmless from and against
     any claim by the Collector of Stamp Duties for payment of any stamp duty
     under or in respect of the Agreement or the Lease (as defined in the
     Agreement), where iAsiaWorks has paid such share as it may be liable to pay
     to the Landlord, in accordance with the Agreement.

2    iAsiaWorks, iAdvantage, or the Landlord (the "Indemnifying Party") will, as
     applicable, defend, indemnify and hold harmless the other party or parties
     (the "Indemnitee"), from and against the following claims ("Indemnifiable
     Loss"):

     (a)  any claim that may be made by any third party in respect of or
          concerning Hardware, Software or Systems (as those terms are defined
          in the Agreement) that an Indemnifying Party has designed installed
          and/or operates, claiming a breach of their intellectual property
          rights; and

     (b)  subject to the provisions and limitations set forth in clause 21 of
          the Agreement, any claim that any subcontractor or agent of the
          Indemnifying Party may make against Indemnitee in respect of or
          concerning the obligations of the Indemnifying Party under the
          Agreement; and

     (c)  subject to the provisions and limitations set forth in clause 21 of
          the Agreement, any claim by the authorised users of the System in
          respect to any direct loss or expense such authorised users may suffer
          or incur as a consequence of the Indemnifying Party's refusal or
          failure to perform any obligation or covenant required to be
<PAGE>

          performed by it under this Agreement due to the sole default of the
          Indemnifying Party; and

     (d)  subject to the provisions and limitations set forth in clause 21 of
          the Agreement, in respect of any loss or expense suffered by the
          Indemnitee due to the mis-use act or default of a user of the System
          authorised by the Indemnifying Party.

3.   If any action, suit or proceeding is commenced against, or any claim or
     demand be asserted against, any Indemnitee in respect to which such
     Indemnitee is entitled to demand indemnification under this indemnity, then
     as a condition precedent thereto, such Indemnitee will promptly notify the
     Indemnifying Party in writing to that effect, providing reasonable detail
     as to the circumstances and subject matter thereof; provided  the failure
     to so promptly notify the Indemnifying Party will not release the
     Indemnifying Party from any liability which it may have to any Indemnitee
     unless the failure to promptly notify prejudices the Indemnifying Party in
     any material respect.  The Indemnifying Party will have the right to assume
     the entire control of the defense, compromise or settlement of such action,
     suit, proceeding or claim, including the selection of counsel (provided
     such counsel shall be reasonably acceptable to the Indemnitee(s)), subject
     to the right of each Indemnitee to participate (at its expense and with
     counsel of such Indemnitee's choice) in the defense, compromise or
     settlement of such action, suit, proceeding, claim or demand.  In
     connection therewith, the Indemnitees will cooperate as reasonably
     necessary with the Indemnifying Party in any such defense, compromise or
     settlement.  The Indemnifying Party will not compromise or settle any such
     action, suit, proceeding, claim or demand without the prior written consent
     of the Indemnitees affected by such action, suit, proceeding, claim or
     demand, such consent not to be unreasonably conditioned, delayed or
     withheld.  So long as the Indemnifying Party is defending in good faith any
     such action, suit, proceeding, claim or demand asserted by a third party
     against the Indemnitees, the Indemnitees will not settle or compromise such
     action, suit, proceeding, claim or demand without the prior written consent
     of the Indemnifying Party, which consent will not be unreasonably
     conditioned, delayed or withheld.  The Indemnitees will make available to
     the Indemnifying Party or its agents all records and other materials in the
     Indemnitees' possession reasonably required by the Indemnifying Party
     solely for contesting such indemnified claim or demand.  If the
     Indemnifying Party fails to promptly and adequately defend any such action,
     suit, proceeding, claim or demand, then the Indemnitees may defend, through
     counsel of their own choosing, such action, suit, proceeding, claim or
     demand and settle such action, suit, proceeding, claim or demand and
     recover from the Indemnifying Party the amount incurred by the Indemnitees
     in respect thereto.  If the Indemnifying Party disputes the Indemnitees'
     right to be indemnified for any loss alleged by the Indemnitees, then
     within ten (10) days after receiving the Indemnitees' notice of such
     alleged Indemnifiable Loss, the Indemnifying Party may submit such dispute
     to the arbitration proceedings provided for under the Agreement, and such
     dispute will be resolved through mandatory binding arbitration, in
     accordance with the terms of clause 14 of the Agreement as if incorporated
     herein.

4.   Each party undertakes to comply with clause 13 of the Agreement as if
incorporated herein ("Confidentiality Clause"). Any material breach of the
Confidentiality Clause by an Indemnitee shall release the Indemnifying Parties
from this Indemnity Agreement which shall then be null and void absolutely in
respect of that Indemnitee.

Dated the      day of       2000

SIGNED by                          )
                                   )
<PAGE>

for and on behalf of               )
iAdvantage Limited                 )
in the presence of:                )
<PAGE>

SIGNED by                          )
                                   )
for and on behalf of               )
Weelek Company Limited             )
in the presence of:                )



SIGNED by                          )
                                   )
for and on behalf of               )
iAsiaWorks (HK) Limited            )
in the presence of:                )