Exhibit 4(oo)


                          Dated October 28, 2004



                    (1)    ASIAN MOTION LIMITED


                    (2)    LEHMAN BROTHERS ASIA LIMITED



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

                               PLACING AGREEMENT
                                  relating to
                            shares in the capital of
                  PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED

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








                                                       RICHARDS BUTLER
                                                       20/F, Alexandra House
                                                       16-20 Chater Road
                                                       Central
                                                       Hong Kong


<PAGE>


THIS AGREEMENT is dated October 28, 2004 and made


BETWEEN:

1.   ASIAN MOTION LIMITED, a company incorporated in the British Virgin Islands
     and whose registered office is at P.O. Box 957, Offshore Incorporations
     Centre, Road Town, Tortola, British Virgin Islands (the "Vendor");

2.   LEHMAN BROTHERS ASIA LIMITED, whose principal place of business in Hong
     Kong is at Level 38, One Pacific Place, 88 queensway, Hong Kong (the
     "Placing Agent").


WHEREAS the Vendor [(together with its associates)] is the beneficial owner of
Placing Shares (as defined below) and the Vendor has agreed to appoint the
Placing Agent as placing agent for the purpose of procuring, as agent of the
Vendor, purchasers for the Placing Shares on the terms and subject to the
conditions set out in this Agreement,


THE PARTIES AGREE THAT:

1.   INTERPRETATION

1.1  Definitions: In this Agreement and the Introduction:

     "Accounts"                  the audited consolidated profit and loss
                                 accounts of the Property Group for the
                                 financial year ended on the Accounts Date and
                                 the audited consolidated balance sheet of the
                                 Property Group as at the Accounts Date, both
                                 as set out in Appendix I of the circular
                                 issued by the Company dated 2nd April, 2004;

     "Accounts Date"             31st December, 2003;

     "Associates"                the meaning given to that term in the Listing
                                 Rules;


     "Business Day"              any day (excluding a Saturday) on which banks
                                 generally are open for business in Hong Kong;

     "CCASS"                     the Central Clearing and Settlement System
                                 operated by Hong Kong Securities Clearing
                                 Company Limited;

     "Companies Ordinance"       the Companies Ordinance (Cap. 32 of the Laws
                                 of Hong Kong);


                                      -1-
<PAGE>


     "Company"                   Pacific Century Premium Developments Limited
                                 (stock code: 432), a company whose Shares are
                                 listed on the Stock Exchange;

     "Completion"                completion of the Placing in accordance with
                                 Clause 4;

     "Group"                     the Company and its Subsidiaries and the
                                 expression "member of the Group" shall be
                                 construed accordingly;

     "HK$"                       Hong Kong currency;

     "Hong Kong"                 the Hong Kong Special Administrative Region of
                                 the People's Republic of China;

     "Listing Rules"             the Rules Governing the Listing of Securities
                                 on The Stock Exchange of Hong Kong Limited;

     "Placee"                    any institutional investor procured by the
                                 Placing Agent to purchase any of the Placing
                                 Shares pursuant to the Placing Agent's
                                 obligations hereunder;

     "Placing"                   the offer by way of a private placing of the
                                 Placing Shares procured by the Placing Agent
                                 to selected investors on the terms and subject
                                 to the conditions set out in this Agreement;

     "Placing Announcement"      the press announcement in the agreed form
                                 proposed to be issued by the Company and the
                                 Vendor jointly immediately following the
                                 execution of this Agreement;

     "Placing Completion Date"   1st November, 2004 or such other date as the
                                 Vendor and the Placing Agent shall agree in
                                 writing;

     "Placing Period"            the period commencing upon the execution of
                                 this Agreement and terminating at 2:00 p.m. on
                                 the Business Day prior to the Placing
                                 Completion Date, unless terminated earlier
                                 pursuant to the terms of this Agreement;

     "Placing Price"             the price of HK$2.18 per Placing Share;

     "Placing Shares"            118,000,000 Shares;

     "Property Group"            has the meaning ascribed thereto in the
                                 circular issued by the Company dated 2nd
                                 April, 2004

     "Regulation S"              Regulation S under the US Securities Act;

     "Shares"                    fully paid ordinary shares of HK$0.10 each in
                                 the capital of the Company;


                                      -2-
<PAGE>


     "SFC"                       the Securities and Futures Commission of Hong
                                 Kong;

     "Stock Exchange"            The Stock Exchange of Hong Kong Limited;

     "Subsidiary"                has the same meaning as in Section 2 of the
                                 Companies Ordinance;

     "Takeovers Code"            Hong Kong Code on Takeovers and Mergers;

     "Transfer Documents"        has the meaning given to it in Clause 4.1;

     "United States"             has the meaning given in Regulation S; and

     "US Securities Act"         the United States Securities Act of 1933, as
                                 amended.

1.2  Agreed Form: Any reference to a document being "in the agreed form" means
     in the form of a document or and the draft thereof signed for
     identification on behalf of the Vendor and the Placing Agent with (in the
     case of a draft) such alterations (if any) as may be agreed between the
     Vendor and the Placing Agent.

1.3  Reference: References in this Agreement to persons include references to
     bodies corporate and references to the singular include references to the
     plural and vice versa. References to "Clauses" are references to the
     clauses of this Agreement.

1.4  Headings: Headings are inserted for convenience only and shall not affect
     the interpretation of this Agreement.


2.   APPOINTMENT OF PLACING AGENT

2.1  Appointment: The Vendor hereby agrees to appoint the Placing Agent and the
     Placing Agent, relying on the representations, warranties and undertakings
     herein contained, agrees to act as the placing agent for the Vendor in
     connection with the Placing on the terms provided for in this Agreement.

2.2  Placing Agent's powers: The Vendor hereby confirms that this appointment
     confers on the Placing Agent, in accordance with the provisions hereof,
     all powers, authorities and discretion on behalf of the Vendor which are
     necessary for, or reasonably incidental to, the Placing (including,
     without limiting the foregoing and if necessary, the completion of the
     relevant contract notes on behalf of the Vendor and the submission of such
     contract notes and other documents for stamping and registration).

2.3  Sub-placing agents: The Placing Agent may in turn appoint other
     sub-placing agents to procure purchasers for the Placing Shares. The
     Placing Agent confirms and undertakes that it shall require any
     sub-placing agent or other person through whom it may effect the Placing
     or offer any Placing Shares to observe the provisions of this Agreement.
     Any transaction legally, properly and reasonably carried out by the
     Placing Agent (and any sub-placing agent) shall constitute a transaction
     carried out at the request of the


                                      -3-
<PAGE>


          Vendor and as its agent and not in respect of the Placing Agent's own
          account.

2.4  Information: The Vendor shall:

     (a)  provide to the Placing Agent, at its request, with all such
          information known to it or which on reasonable enquiry ought to be
          known to it and relating to the Group as may be reasonably required
          by the Placing Agent in connection with the Placing for the purposes
          of complying with all requirements of applicable law or of the Stock
          Exchange or of the SFC; and

     (b)  promptly provide to the Placing Agent particulars of every
          significant new matter known to them which is in their reasonable
          opinion capable of materially affecting assessment of the Placing
          Shares in the context of the Placing which arises between the date
          hereof and 12:00 noon on the Placing Completion Date.

2.5  The Vendor shall sell the Placing Shares to be sold pursuant to the
     Placing free from all liens, charges and encumbrances and together with
     all rights attaching to them as of the Placing Completion Date, including
     the right to receive all dividends declared, made or paid after the
     Placing Completion Date.

2.6  Further assurances: The Vendor undertakes with the Placing Agent that it
     shall do all such other acts and things as may be reasonably required to
     be done by it to carry into effect the Placing in accordance with the
     terms of this Agreement.


3.   PLACING AGENT'S UNDERTAKINGS

3.1  Placing: The Placing Agent undertakes on or before the end of the Placing
     Period to procure purchasers for, or failing which to purchase itself, all
     of the Placing Shares at the Placing Price (together with such Hong Kong
     stamp duty, SFC transaction levy and Stock Exchange transaction levy as
     may be payable by buyers).

3.2  Placees: The Placing Shares shall be offered by the Placing Agent to the
     Placees in board lots of the Shares. The choice of Placees for the Placing
     Shares shall be determined solely by the Placing Agent, subject to the
     requirements of the Listing Rules (in particular, the Placing Agent shall
     use all reasonable endeavours to ensure that Placees shall be third
     parties independent from the Vendor and its Associates and the directors,
     chief executive or substantial shareholders of the Company or its
     Subsidiaries or any of their respective Associates and shall not be
     parties acting in concert with the Vendor for the purposes of the Vendor
     for the purposes of the Takeovers Code). If there should be less than six
     Placees, the Placing Agent shall procure that all necessary consents are
     obtained from the Placees for the publication of their identities as
     required by Rule 13.28(7) of the Listing Rules, and shall use its best
     endeavours to ensure that such information is available for incorporation
     in the Placing Announcement so that no separate or further announcement is
     required to be made by the Company in respect thereof.

3.3  Placee details and Transfer Documents: To the extent any transfer of
     Placing Shares will not be settled by book-entry settlement through CCASS,
     by no later than 2:00 p.m. on the Business Day prior to the Placing
     Completion Date, the Placing


                                      -4-
<PAGE>


     Agent shall deliver to the Vendor a schedule showing details of the
     Placees including their names, the number of Placing Shares purchased by
     each Placee, country of incorporation (if a corporation), addresses (or
     registered address if a corporation), and as soon as practicable
     thereafter and in any event not later than 12:00 noon on the third
     Business Day thereafter deliver to the Stock Exchange and, if required
     under the Takeover Code, the SFC such substantially completed details of
     the Placees in the form from time to time prescribed by them.

3.4  Oral contracts: Without limitation to Clause 3.5, the Placing Agent
     undertakes that the Placing shall be effected by telephone conversations
     leading to concluded contracts which shall then be confirmed by letter of
     confirmation. The Placing Agent undertakes that the terms and conditions
     on which each Placee will purchase Placing Shares, and the number of such
     Shares to be purchased, are covered in precise terms and agreed with each
     Placee and to be in substantially the same form as the letter of
     confirmation and will not make any representation in connection with the
     Placing Shares other than contained in the Placing Announcement or
     previously approved by the Vendor.

3.5  Compliance with laws: The Placing Agent confirms and undertakes to the
     Vendor and the Company that:

     (a)  it will not, directly or indirectly, engage in price stablisation in
          relation to the Placing;

     (b)  it will not, directly or indirectly, offer, sell or deliver any
          Placing Shares or distribute or publish any documents (including,
          without limitation, any prospectus, form of application, offering
          circular, advertisement or other offering material or any report or
          other document calculated to invite or lead to offers or agreements
          being made to purchase Placing Shares) in any country or jurisdiction
          except such as, and under circumstances that, will not result in or
          constitute a breach by it of any applicable laws and regulations
          provided that this will not apply where the breach arises, directly
          or indirectly, by reason of (i) a breach by the Vendor or by the
          Company of a representation, warranty or undertaking in Clause 7.1 or
          (ii) any public written information or statements issued by the
          Vendor or the Company;

     (c)  it has not offered or sold and will not offer or sell in Hong Kong,
          by means of any document, any Placing Shares other than to persons
          whose ordinary business it is to buy or sell shares or debentures,
          whether as principal or as agent, or otherwise in circumstances which
          do not constitute an offer to the public within the meaning of such
          term as used in the Companies Ordinance (Cap. 32 of the Laws of Hong
          Kong);

     (d)  (i) it has not offered or sold and, prior to the expiry of the period
          of six months from the Placing Completion Date, will not offer or
          sell any Placing Shares to persons in the United Kingdom except to
          persons whose ordinary activities involve them in acquiring, holding,
          managing or disposing of investments (as principal or agent) for the
          purposes of their businesses or otherwise in circumstances which have
          not resulted and will not result in an offer to the public in the
          United Kingdom within the meaning of the Public Offers of Securities
          Regulations 1995; (ii) it has only communicated or caused to be


                                      -5-
<PAGE>



          communicated and will only communicate or cause to be communicated
          any invitation or inducement to engage in investment activity (within
          the meaning of section 21 of the Financial Services and Markets Act
          2000 (the "FSMA")) relating to the Placing Shares in circumstances in
          which section 21(1) of the FSMA does not apply; and (iii) it has
          complied and will comply with all applicable provisions of the FSMA
          with respect to anything done or to be done by it in relation to the
          Placing Shares in, from or otherwise involving the United Kingdom;

     (e)  (i) it acknowledges that the Placing Shares have not been and will
          not be registered under the US Securities Act, and have not been and
          may not be offered or sold in the United States or to or for the
          account or benefit of US persons except pursuant to an exemption
          from, or in a transaction not subject to, the registration
          requirements of the US Securities Act; it has not offered or sold,
          and will not offer or sell, any Placing Shares outside the United
          States except in offshore transactions (as defined in Regulation S)
          in accordance with Rule 903 of Regulation S including complying with
          the offering restrictions required of Regulation S;; accordingly,
          neither it, its affiliates nor any persons acting on its or their
          behalf have engaged or will engage in any directed selling efforts
          (as such term is defined in Regulation S) with respect to the Placing
          Shares or any Shares;; and (ii) it will offer or sell the Placing
          Shares (A) as part of their distribution at any time, or (B)
          otherwise until 40 days after the later of the commencement of the
          offering of the Placing Shares and the Placing Completion Date (the
          "Restricted Period"), only to or for the benefit of persons other
          than US persons in accordance with Rule 903 of Regulation S under the
          US Securities Act and, at or prior to the confirmation of a sale of
          the Placing Shares, it will have sent to each distributor, dealer or
          person receiving a selling concession, fee or other remuneration that
          purchases Placing Shares from it or through it during the restricted
          period a confirmation or other notice setting forth the restrictions
          on offers and sales of Placing Shares within the United States or to,
          or for the account or benefit, of U.S. persons.

3.6  No representations: The Placing Agent confirms and undertakes that it has
     not made and shall not make to any person to whom Placing Shares may be
     offered any representation or statement regarding the Placing Shares, the
     Company, the Group or the financial or business position or prospects of
     the Company or the Group which (i) is not contained in the Placing
     Announcement or (ii) is not, at the time of making the same, general
     public knowledge in the marketplace.


4.   COMPLETION

4.1  Vendor's obligations: By no later than 2:00 p.m. on the Business Day prior
     to the Placing Completion Date, the Vendor shall deliver to the Placing
     Agent to facilitate settlement on the Placing Completion Date:

     (a)  the instruments of transfer (to the extent any transfer of Placing
          Shares will not be settled by book-entry settlement through CCASS)
          (the "Transfer Document") in respect of the Placing Shares duly
          executed by or on behalf of the legal and beneficial owners of the
          Placing Shares;


                                      -6-
<PAGE>


     (b)  if the transfer of some or all of the Placing Shares is not to be
          settled by book-entry settlement through CCASS, the share
          certificate(s) for the relevant Placing Shares; and

     (c)  if the transfer of some or all of the Placing Shares is to be settled
          by book-entry settlement through CCASS, evidence satisfactory to the
          Placing Agent that the Vendor has given an irrevocable delivery
          instruction to effect a book-entry settlement on the Placing
          Completion Date of the Placing Shares through CCASS to credit to the
          CCASS stock account of the Placing Agent, which the Placing Agent
          shall have notified the Vendor on the date of this Agreement.

4.2  Placing Agent's obligations: Against compliance by the Vendor with its
     obligations under Clause 4.1, the Placing Agent (or its nominees or
     agents) shall, in respect of the Placing Shares, on or before 2:00 p.m. on
     the Placing Completion Date:

     (a)  make or procure the making of payments to the Vendor in cleared funds
          in Hong Kong dollars of the aggregate Placing Price of the Placing
          Shares (less the amounts referred to in Clause 5.1), the payment of
          which shall constitute a complete discharge of the obligations of the
          Placing Agent to place the Placing Shares hereunder and such payment
          shall be made for value on the Placing Completion Date to such bank
          account held with a bank in Hong Kong as may be notified by the
          Vendor to the Placing Agent no later than 12:00 noon one Business Day
          before Placing Completion Date; and

     (b)  (if appropriate) present the Transfer Document and the share
          certificates in respect of the Placing Shares to the share registrar
          of the Company and liase with the share registrar to issue new share
          certificates in the names of the Placees.


5.   PAYMENT OF FEES COMMISSIONS AND EXPENSES

5.1  Placing Agent fees and expenses: In consideration of the services of the
     Placing Agent in relation to the Placing, the Vendor shall pay to the
     Placing Agent:

     (a)  provided that completion of the Placing occurs in accordance with
          Clause 4, in Hong Kong dollars, (i) a placing fee of [ ] per cent. of
          the amount equal to the Placing Price multiplied by the number of the
          Placing Shares and (ii) sellers brokerage at 0.25 per cent. of the
          Placing Price;

     (b)  Hong Kong seller's ad valorem stamp duty (if any) at the relevant
          rate on the amount equal to the Placing Price multiplied by the
          number of Placing Shares;

     (c)  seller's Stock Exchange trading levy, SFC transaction levy and
          investor compensation levy, if any, and fixed stamp duty on the
          instrument of transfer as may be payable in respect of the sale and
          transfer of the Placing Shares to the Placees,

     which amounts the Placing Agent is hereby authorised to deduct from the
     payments to be made by it to the Vendor pursuant to Clause 4.2(a).


                                      -7-
<PAGE>


5.2  Placing not completed: If for any reason (other than any breach by the
     Placing Agent of its obligations hereunder) this Agreement is terminated
     or the Placing is not completed, the Vendor shall remain liable for the
     payment of all costs and expenses referred to in Clause 5.1(b) and (c)
     only to the extent already incurred.

5.3  Brokerage: The Vendor hereby acknowledges that, in addition to the
     commissions, costs, charges and expenses referred to in Clause 5.1, the
     Placing Agent shall be entitled to keep for its own account any brokerage
     that it may receive from the Placees.

5.4  No deductions: All payments to be made by the Vendor pursuant to this
     Clause 5 shall be made in full without any set-off, deduction or
     withholding whatsoever.


6.   WARRANTIES AND UNDERTAKINGS

6.1  Warranties: In consideration of the Placing Agent entering into this
     Agreement and agreeing to perform its obligations hereunder to, the Vendor
     hereby represents, warrants and undertakes to the Placing Agent as
     follows:

     (a)  the Vendor is the beneficial owner of the Placing Shares and has the
          necessary power and authority and has obtained all necessary consents
          to enable it to sell the Placing Shares hereunder and this Agreement
          constitutes valid and legally binding and enforceable obligations of
          the Vendor;

     (b)  the Placing Shares are fully paid up, rank pari passu in all respects
          with the existing Shares in issue, include the right to receive all
          dividends and distributions which may be declared made or paid after
          the Placing Completion Date and the Vendor warrants that the Placing
          Shares are free and clear of all liens, encumbrances, equities or
          other third party rights;

     (c)  all statements of fact contained in the Placing Announcement are true
          and accurate in all material respects and not misleading in any
          material respect in the context of the Placing and all statements of
          opinion, intention or expectation of the directors of the Company in
          relation to the Company or any of its Subsidiaries contained therein
          are truly and honestly held and have been made after due and careful
          consideration and there is no other fact or matter omitted therefrom
          the omission of which would make any statement therein misleading in
          any material respect or which is otherwise material in the context of
          the Placing;

     (d)  the Accounts:

          (i)  have been prepared on a recognised and consistent basis and in
               accordance with generally accepted accounting principles,
               standards and practice in Hong Kong;

          (ii) comply in all material respects with all applicable ordinances,
               statutes and regulations and show a true and fair view of the
               state of affairs of the Group and of its results for the period
               in question;


                                      -8-
<PAGE>


         (iii) are not affected by any unusual or non-recurring items and do
               not include transactions not normally undertaken by the relevant
               member of the Property Group (save as disclosed in the said
               accounts); and

          (iv) make adequate provision for all taxation whether in Hong Kong or
               any other part of the world in respect of all accounting periods
               ended on or before the respective date for which the relevant
               member of the Property Group was then or might at any time
               thereafter become or have been liable;

     (e)  since the Accounts Date, there has been no material adverse change in
          the Group's condition, financial or otherwise, or the earnings,
          business affairs or business prospects (whether or not arising in the
          ordinary course of business) and no event has occurred which in the
          reasonable opinion of the Vendor may give rise to a material adverse
          change in such position in the foreseeable future;

     (f)  (i) none of the Company nor the Vendor nor any of its or their
          affiliates (as defined in Rule 501(b) of Regulation D) nor any person
          acting on its or their behalf has engaged or will engage in any
          directed selling efforts (as defined in Regulation S under the US
          Securities Act) with respect to the Placing Shares; (ii) the Vendor,
          the Company, their affiliates and any person (other than the Placing
          Agent) acting on its or their behalf have complied with and will
          comply with the offering restrictions requirement of Regulation S
          under the US Securities Act; and (iii) the Company is a "foreign
          issuer" as such term is defined in Rule 902 under the US Securities
          Act and is not subject to the reporting requirements of the US
          Exchange Act;

     (g)  neither the Company nor the Vendor nor any of its or their affiliates
          nor any person acting on its or their behalf has offered or sold, or
          will offer or sell, any securities under circumstances that would
          require the registration of any of the Placing Shares under the US
          Securities Act; neither the Company nor the Vendor nor any of its or
          their affiliates nor any person acting on its or their behalf has
          engaged or will engage in any form of general solicitation or general
          advertising within the meaning of Regulation D in connection with the
          offer or sale of the Placing Shares in the United States; and

     (h)  the Company is required to register as an investment company as
          defined in the United States Investment Company Act of 1940 and will
          not become an open-end investment company, unit investment trust or
          closed-end investment company that is required to be registered under
          Section 8 of such Act.

6.2  Warranties repeated: The representations and warranties set out in Clause
     6 are given as at the date hereof and shall be deemed to be repeated by
     Vendor as at the Placing Completion Date as if given or made at such time,
     with reference in each case to the facts and circumstances then
     subsisting. The Vendor undertakes up to and until completion of this
     Agreement or its earlier termination to notify the Placing Agent of any
     matter or event coming to its attention prior to the Placing Completion
     Date which would or would reasonably be considered to render or have
     rendered any of the representations and warranties made by it set out in
     Clause 6.1 untrue, inaccurate or


                                      -9-
<PAGE>


     misleading in any material respect. The Vendor shall not, and shall use
     all reasonable endeavours to procure that no member of the Group shall, at
     any time prior to or on the Placing Completion Date do or omit to do
     anything which may cause any of the representation and warranties made by
     the Vendor and set out in Clause 6.1 to be untrue in any material respect.

6.3  No claims: No claim shall be made against the Placing Agent or any person,
     appointed as a sub-placing agent pursuant to Clause 2.3 by the Vendor to
     recover any damage, cost, charge or expense which the Vendor may suffer or
     incur by reason of or arising from the carrying out by the Placing Agent
     of the work to be done by it pursuant hereto or the performance of its
     obligations hereunder or otherwise in connection with the Placing provided
     that such damage, cost, charge or expense is not suffered or incurred
     directly or indirectly as a result of any fraud, default or negligence on
     the part of the Placing Agent or in connection with a breach by the
     Placing Agent of the provisions of this Agreement.

6.4  No merger: The foregoing provisions of this Clause 6 shall remain in full
     force and effect notwithstanding completion of the Placing.


8.   GENERAL

8.1  Announcements: Save for the Placing Announcement and save as required by
     law or by the Stock Exchange or the SFC, each of the party hereby
     undertakes to use its best endeavours to procure that no public
     announcement or communication to the press, the Stock Exchange or the
     shareholders of the Company concerning the Company and/or its Subsidiaries
     which is material in relation to the Placing shall be made by or on behalf
     of the Company between the date hereof and the Placing Completion Date
     without prior written approval from the other parties hereto as to the
     content, timing and manner of making thereof, such approval not to be
     unreasonably withheld or delayed.

8.2  Time of the essence: Any time, date or period mentioned in this Agreement
     may be extended by mutual agreement between the Vendor and the Placing
     Agent but, as regards any time, date or period originally fixed or any
     date or period so extended as aforesaid, time shall be of the essence.

8.3  Waiver: No failure or delay by any party in exercising any right, power or
     remedy under this Agreement shall operate as a waiver thereof, nor shall
     any single or partial exercise of the same preclude any further exercise
     thereof or the exercise of any other right, power or remedy. Without
     limiting the foregoing, no waiver by any party of any breach of any
     provision hereof shall be deemed to be a waiver of any subsequent breach
     of that or any other provision hereof.

8.4  Assignment: No party hereto shall assign any of its rights under this
     Agreement (all of which shall be incapable of assignment) or purport to do
     so unless agreed by the other parties hereto. This Agreement shall be
     binding on and enure for the benefit of each party's successors and
     permitted assigns.

8.5  Counterparts: This Agreement may be executed in any number of counterparts
     by the


                                     -10-
<PAGE>


     Parties hereto on separate counterparts, each of which when executed shall
     constitute an original and all of which when taken together shall
     constitute one and the same document.


9.   NOTICES

9.1  Notices: All notices delivered hereunder shall be in writing in the
     English language and shall be communicated to the following addresses:-

     If to the Vendor:

     39th Floor, PCCW Tower
     Taikoo Place
     979 King's Road, Quarry Bay
     Hong Kong

     Fax no.:   (852) 2902 5725
     Attention: Company Secretary

     If to the Placing Agent:

     Level 38, One Pacific Place,
     88 Queensway
     Hong Kong

     Fax no.:   (852) 2860 3690
     Attention: Compliance Department


9.2  Deemed service: Any such notice shall be served either by hand or by
     facsimile. Any notice shall be deemed to have been served, if served by
     hand, when delivered and if sent by facsimile, on receipt of confirmation
     of transmission. Any notice received on a day which is not a Business Day
     shall be deemed to be received on the next Business Day.


10.  GOVERNING LAW

10.1 Hong Kong Law: This Agreement is governed by and shall be construed in
     accordance with the laws of Hong Kong for the time being in force and the
     parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
     of the Hong Kong courts in connection herewith.

10.2 Vendor's service agent: The Vendor irrevocably appoints PCCW Secretaries
     Limited of 39th Floor, PCCW Tower, Taikoo Place, 979 King's Road, Quarry
     Bay, Hong Kong as its process agent to receive on its behalf service of
     process of any proceedings in Hong Kong. If for any reason the process
     agent ceases to be able to act as process agent or no longer has an
     address in Hong Kong, the Vendor irrevocably agrees to appoint a
     substitute process agent with an address in Hong Kong acceptable to the
     Placing Agent


                                     -11-
<PAGE>


     and to deliver to the Placing Agent a copy of the substitute process
     agent's acceptance of that appointment within 30 days. In the event that
     the Vendor fails to appoint a substitute process agent, it shall be
     effective service for the Placing Agent to serve the process upon the last
     known address in Hong Kong of the last known process agent for that Vendor
     notified to the Placing Agent notwithstanding that such process agent is no
     longer found at such address or has ceased to act provided that a copy of
     the proceedings is also sent to that the Vendor's current registered office
     or principal place of business wherever situated. Nothing in this Agreement
     shall affect the right to serve process in any other manner permitted by
     law.


AS WITNESS the hands of the duly authorised representatives of the Parties on
the day and year first before written.


                                     -12-
<PAGE>


                                 EXECUTION PAGE


SIGNED by                           )
                                    )
for and on behalf of                )
ASIAN MOTION LIMITED                )
in the presence of                  )










SIGNED by                           )
                                    )
for and on behalf of                )
LEHMAN BROTHERS ASIA LIMITED        )
in the presence of                  )
Teresa Chan                         )
Compliance Manager                  )

                                     -13-