Exhibit 4(rr)


THIS AGREEMENT                     is made the 21st day of December Two Thousand
and Four

BETWEEN the Vendor whose name(s), address(es)/registered office(s) and
identification number/business registration number are more particularly set out
in Part A of Schedule 1 hereto ("the Vendor") of the one part and the Purchaser
whose names(s), address(es)/registered office(s) and identification
number/business registration number are more particularly set out in Part B of
Schedule 1 hereto ("the Purchaser") of the other part.

WHEREAS :-

(A)  Under and by virtue of an Agreement for Lease dated 21st May 1992 and
     registered in the Land Registry by Memorial No.5342490 as supplemented by a
     Supplemental Agreement dated 13th December 2000 and registered in the Land
     Registry by Memorial No.8276621 and the Lease dated 13th December 2000 and
     registered in the Land Registry by Memorial No.8276622 as rectified by a
     Deed of Rectification and Confirmation dated 12th March 2001 and registered
     in the Land Registry by Memorial No.8340656 issued pursuant thereto (the
     Lease Memorial No. 8276622 as so rectified "the Lease"), Taikoo Place
     Holdings Limited ("the Owner") as owner let and Monance Limited ("the
     Lessee") as lessee took the Land and the Premises more particularly
     described in Part C of Schedule 1 hereto for the term of 999 years from and
     including 2nd February 1882, less the last 3 days thereof ("the Term")
     subject to the payment of rent and other amounts thereby reserved and to
     the terms and conditions therein contained including the restriction on
     alienation contained in Clause 5.9 of the Lease.

(B)  Under and by virtue of an Assignment dated 6th September 2002 and
     registered in the Land Registry by Memorial No.8777848, the Lessee assigned
     to the Vendor by way of sale the Land and the Premises held by the Lessee
     under the Lease for the residue of the Term created under the Lease subject
     to the rent and other amounts payable under the Lease and to the covenants,
     conditions and provisos contained in the Government Lease of Quarry Bay
     Marine Lot No.1 ("the Government Lease") and the Lease.

(C)  The Vendor has agreed to sell and the Purchaser has agreed to purchase the
     Land and the Premises held by the Vendor under the Lease for the residue of
     the Term created under the Lease subject to the rent and other amounts
     payable under the Lease and to

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<PAGE>


     the covenants, conditions and provisos contained in the Government Lease
     and the Lease in the manner hereinafter appearing.

NOW IT IS HEREBY AGREED as follows :-

1.       1.1      The Vendor shall sell and the Purchaser shall purchase All
                  That the Land and the Premises held by the Vendor under the
                  Lease (the Land and the Premises held by the Vendor under the
                  Lease are hereinafter referred to as "the Property") together
                  with all the estate rights title benefit interest privileges
                  and appurtenances thereunto belonging or appertaining
                  including the furniture, chattels, fittings, facilities,
                  equipment and all other effects now installed therein at the
                  date hereof (collectively "Furniture and Fittings") for the
                  residue of the Term created under the Lease subject to the
                  payment of the rent and other amounts payable under the Lease
                  and subject also to the covenants, conditions and provisos
                  contained in the Government Lease and the Lease at the
                  purchase price referred to in Clause 2 hereof ("the Purchase
                  Price").

         1.2      The Vendor shall assign the Property by one assignment to the
                  Purchaser which shall be prepared by and at the expense of the
                  Purchaser.

         1.3      The Purchaser shall not sub-sell the Property or transfer the
                  benefit of this Agreement, whether by way of a direct or
                  indirect reservation, right of first refusal, option, trustee
                  or power of attorney, nomination or any other method,
                  arrangement or document of any description, conditional or
                  unconditional or enter into any agreement so to do before the
                  completion of the sale and purchase and execution of the
                  Assignment to the Purchaser and the Purchaser hereby covenants
                  to that effect with the Vendor. The Purchaser shall not be
                  entitled to required the Vendor to assign the Property to
                  anyone other than the Purchaser. TMW Asia Property Fund I GmbH
                  & Co., KG. shall remain the ultimate beneficial owner of not
                  less than 50% of the entire issued share capital of the
                  Purchaser on completion.

         1.4      The Property is sold and will be assigned subject to and with
                  the benefit of all rights of way, lights, drainage and other
                  easements and quasi-easements and rights of adjoining owners
                  (if any) and/or the Government adversely or beneficially
                  affecting the Property.


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<PAGE>


         1.5      For the purpose of completing the purchase herein, the
                  Purchaser shall as from completion comply with all the terms
                  and conditions of the Lease including but not limited to enter
                  into direct covenants with the Owner to perform and observe
                  all the Lessee's covenants and provisions of the Lease
                  including without limitation the restriction on alienation
                  contained in Clause 5.9 of the Lease. The Purchaser shall
                  before completion enter into direct covenants with the Owner
                  in accordance with Clause 5.9 of the Lease.

2.       The Purchase Price of the Property shall be in the sum set out in Part
         H of Schedule 1 hereto which shall be paid and satisfied by the
         Purchaser to the Vendor in the manner set out in Schedule 2 hereto.

3.       3.1      Completion shall take place at the offices of Messrs Woo,
                  Kwan, Lee & Lo at Room 2801, Sun Hung Kai Centre, No.30
                  Harbour Road, Wanchai, Hong Kong on the date specified in Part
                  G of Schedule 1 hereto between the hours of 9:30a.m. and
                  5:00p.m. on weekdays and 9:30a.m. and 1:00p.m. on Saturdays
                  Provided that the Vendor shall have the right to call for
                  early completion by giving not less than 14 days notice in
                  writing to the Purchaser whereupon completion shall take place
                  on the date of expiry of such notice Provided Further that
                  such notice may not be served earlier than 25 January 2005.
                  The parties hereto expressly agree that completion of the sale
                  and purchase shall be implemented by way of the usual
                  solicitors' undertaking subject to the usual Law Society
                  Qualifications.

         3.2      Notwithstanding Clause 3.1 above, either party may by written
                  notice served to the other party not less than seven business
                  days before completion request for formal completion in which
                  case formal completion shall take place and the balance of
                  purchase price shall be paid by cashier orders.

4.       Time shall in every respect be of the essence of this Agreement.

5.       5.1      Completion of the sale and purchase under this Agreement is
                  subject to and conditional upon the compliance by Pacific
                  Century Premium Developments Limited (the holding company of
                  the Vendor), with the requirements of The


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                  Stock Exchange of Hong Kong Limited ("the Stock Exchange") and
                  in particular the requirements under The Rules Governing the
                  Listing of Securities on the Stock Exchange ("the Listing
                  Rules") in relation to this Agreement and the transactions
                  contemplated under this Agreement, including without
                  limitation (if required) the passing of a resolution by the
                  shareholders of Pacific Century Premium Developments Limited
                  at a general meeting approving this Agreement and the
                  transactions contemplated under this Agreement in accordance
                  with the Listing Rules.

         5.2      In the event that the condition precedent referred to in
                  Clause 5.1 hereof is not fulfilled on or before 31 January
                  2005, or such later date as the parties hereto may agree, this
                  Agreement shall immediately determine in which event :-

                  (a)      all the deposits and/or part payment (if any) of the
                           Purchase Price paid by the Purchaser to the Vendor
                           hereunder shall be returned to the Purchaser within 7
                           days with interest;

                  (b)      if possession of the Land and/or the Premises or any
                           part(s) thereof has already been delivered by the
                           Vendor to the Purchaser, the Purchaser shall
                           re-deliver the same to the Vendor within 7 days
                           thereof; and

                  (c)      such determination shall not prejudice any rights
                           and/or remedies that either party may have against
                           the other in respect of any antecedent breach of
                           obligations.

6.       6.1      (a)      The Property is to be assigned to the Purchaser upon
                           completion with good title and free from
                           encumbrances.

                  (b)      The Purchaser has reviewed the Vendor's title to the
                           Property before signing this Agreement and the
                           Purchaser shall be deemed to have accepted the
                           Vendor's title to the Property as at the date hereof
                           upon signing this Agreement and no objections and
                           requisitions (if any) may be made by the Purchaser in
                           respect of such title to the Property.

         6.2      For proof of title purposes, the Vendor shall undertake to get
                  all the assurance and act (if any) which shall be required for
                  getting in, surrendering or


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<PAGE>


                  releasing any outstanding estate, right, title or interest or
                  for completing or perfecting the Vendor's title or for
                  stamping any unstamped or insufficiently stamped document or
                  for any other purpose shall be prepared, made and done by and
                  at the expenses of the Vendor.

         6.3      The Vendor shall not be required to prove that the Property
                  sold corresponds with the description contained in the
                  muniments of title, and if there shall be any immaterial
                  error, mis-statement, mis-description or omission, the same
                  shall not annul the sale nor entitle the Purchaser to be
                  discharged from his purchase, nor shall any compensation be
                  allowed or paid by the Vendor in respect thereof.

7.       7.1      The Property shall be sold to the Purchaser on an "as is"
                  basis. The Purchaser acknowledges that it has been invited to
                  inspect the Property or has caused it to be inspected on its
                  behalf. The Purchaser is deemed to have full knowledge of the
                  physical state and condition of the Property.

         7.2      The Vendor gives no warranty expressly or by implication as
                  to:

                  (a)      the fittings and finishes or the installations and
                           appliances (if any) incorporated in the Property or
                           in the building or buildings of which the Property
                           form(s) part;

                  (b)      the state and condition of the Property or of the
                           said building or buildings or of the fittings,
                           finishes, installations, chattels or appliances
                           therein or thereof;

                  (c)      the composition of the said building or buildings or
                           the nature or manner of its or their construction;

                  (d)      the floor area of the Property;

                  (e)      the permitted user of the Property; and

                  (f)      the fitness or otherwise of the Property for
                           development or re-development.


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<PAGE>


         7.3      The Vendor gives no warranty whatsoever whether the Property
                  is included in any lay-out plans (draft or approved) under the
                  Town Planning Ordinance (Cap.131). The Purchaser shall in
                  respect of the matters aforesaid be responsible for making its
                  own inquiry and investigation regarding any provisions or
                  redevelopment restrictions affecting the Property under the
                  said Ordinance and/or any other relevant ordinance for the
                  time being in force and the Purchaser is deemed to have agreed
                  to purchase the Property subject to such provisions and/or
                  restrictions, if any, and the Purchaser shall be bound to
                  complete the purchase notwithstanding any notice which may be
                  given or issued or published in pursuance of the said
                  Ordinance and/or any other relevant ordinance for the time
                  being in force after the signing of this Agreement.

         7.4      The Vendor does not warrant or represent that each and every
                  fixture, fitting, erection, structure and building works (if
                  any) on the Property or any part or parts thereof is erected
                  in all respects in compliance with the Buildings Ordinance,
                  the Fire Safety (Commercial Premises) Ordinance and/or their
                  respective subsidiary legislations and/or any other
                  legislation or regulation. The Vendor shall be under no
                  liability whatsoever if it is discovered at any time (whether
                  before or after completion of the purchase) that the present
                  use of the Property or any part or parts thereof is not a
                  permitted use or that at the date hereof or before completion,
                  there is or are any erection, structure, fittings, fixture
                  and/or building works (if any) in any part or parts of the
                  Property which is in contravention of the Buildings Ordinance,
                  the Fire Safety (Commercial Premises) Ordinance and their
                  respective subsidiary legislations and/or other legislation or
                  regulation, and the Vendor shall not be held responsible for
                  the demolition, alteration, removal, reinstatement,
                  reinforcement and/or any other works relating to such illegal
                  erection, structure, fixture, fittings and/or building works
                  (if any) or for any costs and expenses of and incidental
                  thereto whether or not such works are required by the Building
                  Authority or the incorporated owners or the manager of the
                  building or buildings of which the Property form(s) part or
                  any other public authorities or body or otherwise. The
                  Purchaser shall not be entitled to rescind this Agreement or
                  to annul the sale or to claim any compensation or damages from
                  the Vendor by reason of or in connection with any such


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<PAGE>


                  contravention.

         7.5      The Vendor gives no warranty whatsoever as to whether the
                  Property is affected by any notice under the Government Lands
                  Resumption Ordinance, Cap.124 or the Mass Transit Railway
                  (Land Resumption and Related Provisions) Ordinance Cap.276 or
                  any other form of notice of similar nature. The Purchaser
                  shall be personally responsible for making its own inquiry and
                  investigation in respect of the matters aforesaid and of any
                  provisions or redevelopment restrictions affecting the
                  Property under any Ordinance. If it shall be ascertained at
                  any time before completion of the purchase that the Property
                  is affected by any of the said Ordinances, the Purchaser is
                  deemed to have agreed to purchase the Property subject to such
                  provisions and/or restrictions, if any, and the Purchaser
                  shall be bound to complete the purchase notwithstanding any
                  notice which may be given or issued or published in pursuance
                  of any Ordinance after signing of this Agreement.

         7.6      The Purchaser hereby expressly declares and agrees to purchase
                  the Property subject to any notice(s) and/or order(s) from
                  time to time and at any time issued or to be issued by the
                  Government or other competent authority or the manager of the
                  Property either requiring, without limitation, the Vendor to
                  demolish, alter, reinstate, repair, renovate or improve any
                  part of the Property and/or requiring the Vendor as one of the
                  co-owners of the Property to effect any demolition,
                  alteration, reinstatement, repair, renovation or improvement
                  to any common part or facility of the building or buildings of
                  which the Property form(s) part and/or to any adjacent
                  slope(s) the repairing obligation of which lies with the
                  co-owners of the Property and/or to contribute towards the
                  expenses incurred or to be incurred in connection with all or
                  any of the foregoing. All costs and expenses for such
                  demolition, alteration, reinstatement, repair, renovation or
                  improvement or contribution shall be borne by the Purchaser
                  absolutely and the Purchaser shall indemnify the Vendor
                  against non-payment.

8.       8.1      All stamp duties (whether ad valorem or otherwise) and
                  land registration fees payable in connection with this sale
                  and purchase (including but not limited to the stamp duty and
                  land registration fees payable on the preliminary agreement
                  for sale and purchase as specified in Part F of Schedule 1
                  hereto


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                  ("the Preliminary Agreement"), this Agreement and the
                  subsequent Assignment made pursuant to this Agreement) shall
                  be borne by the Purchaser absolutely. In the event of the
                  consideration stated in the Preliminary Agreement, this
                  Agreement and the subsequent Assignment not being accepted by
                  the Collector of Stamp Revenue as representing the true value
                  of the Property the additional stamp duties charged by him in
                  accordance with his valuation of the Property shall be borne
                  by the Purchaser absolutely who shall indemnify and keep the
                  Vendor fully indemnified against any loss or damage suffered
                  by the Vendor resulting from any delay or default in payment
                  of the said stamp duty.

         8.2      The Purchaser undertakes to deposit the appropriate amount in
                  respect of stamp duty with the Purchaser's solicitors at
                  completion and further undertakes to procure that the
                  Purchaser's solicitors shall confirm with the Vendor's
                  solicitors that such appropriate amount has been so deposited
                  with them together with documentary evidence in support.

9.       Each party shall bear his own solicitors' costs of and incidental to
         this Agreement and the subsequent Assignment.

10.      10.1     The Vendor declares that Messrs. Woo, Kwan, Lee & Lo are the
                  Vendor's agent for the purposes of receiving all monies
                  payable to the Vendor pursuant to this Agreement including the
                  balance of the Purchase Price payable upon completion.

         10.2     The Vendor further declares that the payment to such agent of
                  any deposit, instalments of the purchase price and the balance
                  thereof (if any) shall be a full and sufficient discharge of
                  the Purchaser's obligations hereunder.

         10.3     The Vendor may revoke the authority of the agent and appoint
                  another solicitor as an agent in his place. No such revocation
                  shall be valid unless:

                  (a)      it is in writing addressed to the Purchaser;
                  (b)      it is delivered to the Purchaser care of his
                           solicitors at least seven clear days prior to
                           completion; and
                  (c)      it specifically identifies this Agreement.


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<PAGE>


11       If, between the date of this Agreement and completion, the Property or
         any part thereof is damaged or destroyed due to fire, earthquake, or
         other calamities, force majeure or Act of God, the following provisions
         shall apply:

         (a)      if the total costs and expenses for reinstating the damaged or
                  destroyed portion of the Property together with all
                  professional fees in relation thereto (the "Reinstatement
                  Costs") are less than HK$200,000,000, the Purchaser shall be
                  obliged to pay the balance of the purchase price and complete
                  the purchase of the Property in accordance with Clause 3
                  above;

         (b)      if the Reinstatement Costs are HK$200,000,000 or more, the
                  Purchaser shall have the option to either (i) proceed to
                  completion in accordance with Clause 3 above; or (ii) postpone
                  completion until after the relevant damaged or destroyed
                  portion has been reinstated to its original condition prior to
                  such damage or destruction by, and at the cost of, the Vendor.
                  Such postponed completion shall take place on a date specified
                  by the Vendor in a written notice to the Purchaser provided
                  that (1) the completion of the reinstatement work shall be
                  completed on or before 31 December 2005 and the Vendor shall
                  produce evidence by way of a copy of a certificate of fitness
                  for occupation from an Authorized Person (as defined in the
                  Buildings Ordinance) appointed by the Vendor for such
                  reinstatement work; (2) the specified date must not be less
                  than 30 days from the date of such notice; and (3) if the
                  reinstatement is not completed by 31 December 2005 (in respect
                  of which the time shall be of the essence) the Purchaser shall
                  have the right to terminate this Agreement by written notice
                  to the Vendor and not complete the purchase of the Property
                  hereunder and all moneys paid towards the purchase price by
                  the Purchaser to the Vendor pursuant to the provisions of this
                  Agreement shall be forthwith refunded by the Vendor to the
                  Purchaser.

         The Purchaser shall take out sufficient insurance over the Property
         effective from the date of this Agreement covering damage and
         destruction due to reasons stated above as a minimum. If the Purchaser
         is obliged to or elects to complete the purchase of the Property (other
         than a postponed completion under paragraph (b)(ii) above), the
         Purchaser shall reinstate the Property at its own costs.

         The Reinstatement Costs shall be determined by taking the arithmetic
         mean of the


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         written quotations given by three independent firms of qualified
         surveyors in Hong Kong as being the costs for reinstating the relevant
         damaged or destroyed portion. The three firms are Davis Langdon & Seah
         (HK) Limited, Levett and Bailey Chartered Quantity Surveyor Limited and
         WTP (Hong Kong) Limited and the fees and expenses of such firms shall
         be borne by the Vendor and the Purchaser in equal shares.

12.      Should the Purchaser fail to complete the purchase of the Property in
         accordance with the terms and conditions herein contained the Vendor
         may (without being obliged to tender an Assignment to the Purchaser)
         forthwith determine this Agreement and the Vendor shall thereupon be
         entitled to re-enter upon the Property and repossess the same if
         possession shall have been given to the Purchaser free from any right
         or interest of the Purchaser therein and the Vendor shall be entitled
         to forfeit all the said deposit or further deposits or instalments of
         the Purchase Price paid to the Vendor absolutely.

13.      Upon determination or rescission of this Agreement pursuant to any
         provision herein, the Vendor may resell the Property either as a whole
         or in lots and either by public auction or by tender or by private
         contract or partly by one and partly by the other(s) of such methods
         subject to such stipulations as to title or otherwise as the Vendor may
         think fit and any increase in price on resale shall belong to the
         Vendor. Without prejudice to the Vendor's right to recover the actual
         loss which may flow from the Purchaser's breach of this Agreement after
         taking into account the amount of the said deposit forfeited by the
         Vendor, on such resale any deficiency in price shall be made good and
         all reasonable expenses attending such resale or any attempted resale
         shall be borne by the Purchaser and such deficiency and expenses shall
         be recoverable by the Vendor. This Clause shall not preclude or be
         deemed to preclude the Vendor from taking other steps or remedies to
         enforce the Vendor's rights hereunder or otherwise or prevent the
         Vendor from recovering, in addition to the above, damages representing
         interest paid or lost by him by reason of the Purchaser's failure. On
         the exercise of the Vendor's right to determine or rescind this
         Agreement pursuant to any provision herein, the Vendor shall have the
         right, if this Agreement shall have been registered at the Land
         Registry, to register at the Land Registry an instrument signed by the
         Vendor alone evidencing such determination or rescission as aforesaid
         of the sale of the Property and to vacate the registration of this
         Agreement and on the signing of the said instrument by the Vendor, the
         Purchaser shall be deemed to have


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         been divested of any interest in the Property under this Agreement.

14.      In the event of the Vendor failing to complete the sale of the Property
         in accordance with the terms hereof, all moneys paid by the Purchaser
         to the Vendor pursuant to the provisions of this Agreement shall be
         forthwith returned to the Purchaser who shall also be entitled to
         recover from the Vendor damages (if any) which the Purchaser may
         sustain by reason of such failure on the part of the Vendor and it
         shall not be necessary for the Purchaser to tender an Assignment to the
         Vendor for execution.

15.      Nothing in this Agreement shall be so construed as to prevent either
         the Vendor or the Purchaser from bringing an action and obtaining a
         decree for specific performance of this Agreement either in lieu of the
         aforesaid damages or in addition to such damages as the party bringing
         such action may have sustained by reason of the breach by the other
         party to this Agreement and it shall not be necessary for the Purchaser
         to tender an Assignment to the Vendor for execution before bringing
         such action for specific performance.

16.      Notwithstanding anything herein provided, if the date fixed for
         completion of the sale and purchase of the Property and/or any of the
         date(s) stipulated for payment herein shall fall on a day which is not
         a business day (defined as a day on which The Hongkong and Shanghai
         Banking Corporation Limited is open for business in Hong Kong) or shall
         fall on a day on which typhoon signal No.8 or above or black rainstorm
         signal is hoisted in Hong Kong at any time between 9:30a.m. to 5:00p.m.
         on a weekday or at any time between 9:30a.m. to 1:00 p.m. on a
         Saturday, such date for completion or date(s) of payment (as the case
         may be) shall automatically be postponed to the next business day or
         such next succeeding day on which no typhoon signal No.8 or above or
         black rainstorm signal is hoisted (as the case may be).

17.      Pursuant to Section 29B of the Stamp Duty Ordinance Cap.117, the Vendor
         and the Purchaser hereby state the specified information in Schedule 1
         hereto to the best knowledge and belief of both parties.

18.      The parties hereto hereby declare that they fully understand and
         acknowledge that no other date than the date of the Preliminary
         Agreement, this Agreement and the date of the Assignment pursuant
         thereto (which respective dates will be filled in the Questionnaire
         Form I.R.S.D. 26 for stamping purpose) may be claimed as the relevant


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         dates for valuation of the Property for stamping.

19.      If the Purchaser makes default in the payment of any money ("the
         money") or any part thereof to be payable, transferred or refunded to
         the Vendor hereunder (including but not limited to the deposit(s), the
         balance of the Purchase Price, utility and/or management deposit(s), if
         any, and money payable under the apportionment account) on the relevant
         due date(s), without prejudice to any other rights or remedies of the
         Vendor against the Purchaser, the Vendor may at its absolute discretion
         charge interest on the money or such part thereof as shall for the time
         being remain unpaid at the rate of 2% per annum over the best lending
         rate from time to time stipulated by The Hongkong and Shanghai Banking
         Corporation Limited from the date or respective dates when the money or
         any part thereof falls due or becomes payable until the date(s) of
         payment. Such payment of interest shall be in addition to and shall be
         without prejudice to any other rights and remedies which the Vendor may
         have against the Purchaser on account of the Purchaser's default in
         payment on the due date(s) under this Agreement.

20.      20.1     In respect of each payment of Purchase Price or deposit(s) or
                  any part thereof required to be made hereunder, the party
                  making such payment ("the Payer") shall deliver to the party
                  to whom such payment is to be made ("the Payee") a cashier
                  order issued by a licensed bank in Hong Kong or a solicitor's
                  cheque for the relevant amount.

         20.2     Where the purchase price or any part thereof is required to be
                  applied by the Payee to discharge an existing mortgage, charge
                  or encumbrance, or to pay any person(s) who will be a party to
                  the assignment on completion of the sale and purchase herein,
                  the Payee or the Payee's solicitors shall be entitled to
                  require the Payer to split such payment and deliver to the
                  Payee's solicitors one or more cashier order(s) or solicitor's
                  cheque(s) issued in favour of the person(s) or party(ies)
                  entitled to such payment(s) and a separate cashier order or a
                  solicitor's cheque in favour of the Payee or the Vendor's
                  solicitors for the balance. The provisions of Clause 20.1
                  hereof shall apply to such cashier orders and solicitor's
                  cheques.

         20.3     The Payer shall not be deemed to have discharged the
                  obligation to make payment hereunder unless in making such
                  payment, the Payer also complies


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<PAGE>


                  with the provisions of this Clause 20.

21.      21.1     Any notice, request or other communication given by or on
                  behalf of any party hereto pursuant to or in connection with
                  this Agreement shall be deemed to have been validly given if
                  addressed to the party to whom the notice is given or such
                  party's solicitors. Any such notice, request, or other
                  communication, if addressed to the party to whom it is given
                  at such party's address in Hong Kong herein mentioned or such
                  other address in Hong Kong as may from time to time be
                  notified in writing by such party to the other party or his
                  solicitors, or if addressed to the solicitors of such party at
                  its office address, shall be deemed to have been validly
                  given:-
                  (a)   if delivered by hand, at the time of such delivery;
                        and
                  (b)   if sent by ordinary prepaid post, forty-eight(48) hours
                        after the date of posting.

         21.2     The Vendor hereby irrevocably appoints PCPD Corporate Services
                  Limited whose registered office is situate at Units 701-705,
                  Level 7, Cyberport 3, 100 Cyberport Road, Hong Kong to be its
                  agent for the purpose of accepting service of any process or
                  writ of action in respect of any proceedings in the Hong Kong
                  Courts in connection with this Agreement.

22.      Words importing the singular number shall include the plural number and
         vice versa and words importing the masculine gender shall include the
         feminine gender and the neuter gender.

23.      The parties hereto agree and declare that this Agreement sets out the
         full agreement between the parties and that their rights and
         liabilities relating to the sale and purchase of the Property are
         governed solely by this Agreement and that neither of them is bound by
         any statements or representations not contained herein.

24.      The Property comprises non-residential property within the meanings of
         Section 29A(1) of the Stamp Duty Ordinance (Cap.117).

25.      25.1     The Property is sold subject to and with the benefit of
                  the existing tenancies, lettings and licences (collectively,
                  "the Tenancies"), brief particulars of which are set out in
                  Schedule 3 hereto. For the avoidance of doubt, such


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<PAGE>


                  particulars are for the Purchaser's information only. The
                  Purchaser hereby acknowledges that it has been supplied with
                  copies of the leases/tenancy agreements/licences/licence
                  agreement in respect of the Tenancies and has inspected or
                  deemed to have inspected the same. The Purchaser is deemed to
                  purchase the Property with full knowledge of the Tenancies and
                  shall take the Property subject to the rights of the tenants
                  thereunder or by reason thereof.

         25.2     The Vendor gives no warranty as to the accuracy of the
                  particulars of the Tenancies set out in Schedule 3 hereto,
                  whether there is any sub-tenancy from each of the tenants and
                  the particulars thereof, if any, and gives no warranty as to
                  the amount of rent lawfully recoverable from the tenants and
                  the effect of any legislation in relation to the Tenancies or
                  as to compliance with any legislation affecting the same. No
                  error or mis-statement in Schedule 3 regarding the Tenancies
                  shall give rise to any right of or action by the Purchaser for
                  rescission compensation or damages. The Vendor warrants that
                  apart from those tenancies set out in Schedule 3, the Vendor
                  has not granted or agreed to grant any other tenancy or lease
                  or licence in respect of the whole or any part of the
                  Property.

         25.3     If any part of the Tenancies shall expire or shall for any
                  reason terminate and the relevant tenant(s) shall have
                  delivered vacant possession of such part of the Property prior
                  to the completion date, the Vendor shall deliver vacant
                  possession of such part of the Property to the Purchaser on
                  completion subject to the terms of the Deed of Appointment of
                  Leasing Agent and Manager referred to in Clause 26 hereof.

         25.4     The Vendor hereby expressly excepts and reserves unto itself
                  the right, after as well as before completion, to claim from
                  the tenants of the Property any arrears of rent and other
                  monies due and owing under the Tenancies up to and inclusive
                  of the actual date of completion and all damages in respect of
                  any breach of the Tenancies before completion. The Purchaser
                  shall give all reasonable assistance to the Vendor to recover
                  such arrears of rent and other monies from the tenants on
                  condition that the Vendor bears all costs and expenses
                  including legal costs in connection with such recovery. The
                  obligations of the Purchaser contained in this Clause 25.4
                  shall remain effective notwithstanding completion of the sale
                  and purchase herein and shall not be merged or otherwise
                  extinguished by the subsequent Assignment. In the event the
                  tenants shall settle


                                       14
<PAGE>


                  and pay to the Purchaser any arrears of rent (which accrued
                  before the date of Completion) after completion the
                  Purchaser shall account and refund to the Vendor such
                  arrears of rent collected by the Purchaser within 7 days of
                  receipt.

         25.5     On completion, the Vendor shall account to the Purchaser for
                  the deposit held by the Vendor pursuant to the terms of the
                  relevant lease or tenancy agreement of the Tenancies, subject
                  to any deduction which (pursuant to the terms of such lease or
                  tenancy agreement) may be made by the Vendor therefrom in
                  respect of any loss, damage, costs or expenses which may be
                  sustained by the Vendor as a result of any non-observance or
                  non-performance of such lease or tenancy agreement by the
                  relevant tenant. The Purchaser shall give and execute an
                  undertaking to the relevant tenant that the Purchaser shall
                  deal with such deposit in accordance with the relevant lease
                  or tenancy agreement of the Tenancies. The Purchaser
                  undertakes to produce a duplicate copy of such undertaking to
                  the Vendor.

         25.6     The Vendor also reserves the right prior to completion to
                  renew/extend any of the Tenancies and/or grant any new
                  tenancies of any part of the Property on such terms and
                  subject to such conditions as the Vendor acting in good faith
                  shall in its absolute discretion deems fit without the
                  necessity of seeking any prior approval from the Purchaser
                  Provided that each such renewal, extension or grant of any new
                  tenancy shall not extend beyond the expiry date of the
                  Guaranteed Period (i.e. 5 years from the date of completion)
                  and shall not contain any option to renew which if exercised
                  will extend beyond the said date or any option to purchase by
                  the tenants. The Vendor shall notify the Purchaser of the
                  details of such renewal or new tenancy, as soon as the offer
                  letters have been issued and accepted.

         25.7     The Vendor further reserves the right prior to completion to
                  serve any notices to quit / termination or further notices to
                  quit / termination on the tenants concerned or enter into any
                  agreement with the tenants and/or any occupants of any part of
                  the Property to surrender such part of the Property and accept
                  any such surrender on such term as it thinks fit prior to
                  completion and further reserves the rights to perform the
                  obligations on its part of such agreement to surrender after
                  completion.


                                       15
<PAGE>


26.      26.1     It is an essential condition of this Agreement that (a) the
                  Purchaser shall upon completion enter into a Deed of
                  Appointment of Leasing Agent and Manager with Pacific Century
                  Paramount Real Estate Company Limited in the form set out in
                  Appendix I hereto and agreed between the parties; and (b) the
                  Vendor and Ipswich Holdings Limited shall upon completion
                  execute a Rental Guarantee in the form set out in Appendix II
                  hereto and agreed between the parties.

         26.2     The Purchaser hereby irrevocably authorizes and directs the
                  Vendor to pay to the Agent the rental deposits payable by the
                  Vendor to the Purchaser pursuant to Clause 25.5 hereof. The
                  Purchaser further declares that the payment to the Agent as
                  aforesaid shall be a full and sufficient discharge of the
                  Vendor's obligation to pay the rental deposit to the Purchaser
                  under Clause 25.5 hereof.

27.      The Vendor shall from time to time before completion upon
         reasonable prior notice of the Purchaser provide access of the
         untenanted portion of the Property to the Purchaser (with or without
         any surveyor or bank staff of the Purchaser's mortgagee bank) for the
         purpose of viewing the untenanted portion of the Property and/or
         carrying out valuation and/or carrying on ongoing due diligence on the
         Tenancies. The Vendor shall also provide access of the untenanted
         portion of the Property to the Purchaser immediately before completion
         to verify vacant possession of the untenanted portion of the Property.
         The Vendor shall use reasonable endeavours to arrange inspection of
         those tenanted portion of the Property.

28.      The rents and profits shall be received and all outgoings shall be
         discharged by the Vendor up to and inclusive of the actual day of
         completion, and as from but exclusive of that day all outgoings shall
         be discharged by the Purchaser. Subject to the production of the
         apportionment account to be prepared by the Vendor 10 business days
         before completion together with the relevant receipts or evidence of
         payment, the apportioned amount shall be settled on completion.

29.      The Vendor covenants with the Purchaser that after the signing of this
         Agreement, the Vendor shall not assign, mortgage, charge or otherwise
         dispose of or cause or permit any encumbrance to be created against the
         Property or any part thereof save and except lettings and tenancies to
         be created by the Vendor in accordance with Clause 25.6 of this
         Agreement before completion.


                                       16
<PAGE>


30.      The Vendor declares and warrants that (save and except the disclosed
         tenancies in Schedule 3) there is no third party having any interest
         over the Property. In the event of there being any valid third party
         claim to the Property which the Vendor is unable to remove on or before
         completion, the Purchaser shall have the option to rescind this
         Agreement whereupon all deposit and purchase monies paid by the
         Purchaser to the Vendor hereunder shall be returned to the Purchaser
         but without prejudice to the Purchaser's rights against the Vendor for
         all losses and damages suffered by the purchaser and it shall not be
         necessary for the Purchaser to tender an assignment to the Vendor for
         execution.

31.      The Vendor shall use its reasonable endeavour to assist the Purchaser
         in the Purchaser's discussion with the Owner for the entering into a
         "Deed of Variation of Lease" with the Owner to vary the terms of the
         Lease in the following manner:-

         (a)      to substitute the term "Telecom Subsidiary" and the meaning
                  thereof specified in the Lease by the term "Lessee Subsidiary"
                  which shall mean "a company which is a subsidiary whether
                  directly or indirectly of the Lessee";

         (b)      to replace the terms "Telecom Subsidiary" mentioned in the
                  Lease by "Lessee Subsidiary" throughout;

         PROVIDED THAT nothing contained in this Clause shall amount to any
         warranty by the Vendor as to whether the Owner would agree to enter
         into the said Deed of Variation nor impose any obligation on the part
         of the Vendor to procure the successful execution of the said Deed of
         Variation or to incur any additional legal costs and expenses for the
         purpose of the preparation and execution of the said Deed of Variation
         and PROVIDED FURTHER THAT all costs and expenses in relation to the
         preparation and execution of the said Deed of Variation shall be borne
         by the Purchaser absolutely.

32.      32.1     Upon completion the Vendor may serve notice(s) ("Notice") to
                  the service providers and contractors ("Contractor(s)") under
                  existing maintenance and/or services contracts ("Contract(s)")
                  for the provision of electrical mechanical lift fire cleaning
                  security and other services for the Property requesting the


                                       17
<PAGE>


                  Contractors to consent to the assignment and novating of the
                  Vendor's rights and obligations under the Contracts to the
                  Purchaser.

         32.2     If the Contractor(s) does not consent to the
                  assignment/novation referred to in Clause 32.2 above or if no
                  response is received from the Contractor(s) within 3 months
                  from the date of service of the Notice, the Vendor may give
                  notice to the Contractor(s) and terminate the relevant
                  Contract(s) if the Vendor has the right to do so thereunder.

         32.3     In the event one or more Contracts are terminated under Clause
                  32.2 above, the Purchaser shall enter into such replacement
                  Contract(s) with such service provider(s) and on such terms
                  and conditions as the Vendor may request provided that such
                  replacement Contract(s) are for a term of not more than 5
                  years from the date of completion of the sale and purchase
                  herein or they contain a right on the part of the Purchaser to
                  terminate by giving notice without penalty or damages.


                                       18
<PAGE>


                                S C H E D U L E  1
                                ------------------
                                     PART A
                                     ------
                                   The Vendor
                                   ----------

Name     :      PARTNER LINK INVESTMENTS LIMITED
Registered Office : P.O. Box No.957, Offshore Incorporations Centre, Road Town,
                    Tortola, British Virgin Islands
Business Registration Number : 3296317

                                     PART B
                                     ------
                                  The Purchaser
                                  -------------

Name     :      RICHLY LEADER LIMITED
Registered Office : Unit B, 22nd Floor, Bank of China Tower, No. 1 Garden Rod,
                    Hong Kong

Business Registration Number : 35095705

                                     PART C
                                     ------
                                    The Land
                                    --------

ALL THAT Portion of the Remaining Portion of Quarry Bay Marine Lot No.1 as shown
coloured Red on Plan 1 annexed to the Lease


                                  The Premises
                                  ------------

All THOSE the following portions of the building known as Dorset House (which
comprises a 4 level basement car park, a podium and 2 contiguous tower blocks
above the podium) (the "Building") erected on Portions of Section S and the
Remaining Portion of Quarry Bay Marine Lot No.1:

(1)  All Those portions of the Building now known as PCCW Tower (formerly known
     at the date of the Lease as Hongkong Telecom Tower (Tower A)) as shown
     coloured Yellow on Plans 2 to 51 annexed to the Lease; and

(2)  All Those loading and unloading bays on the Ground Floor of the Building as
     shown coloured Yellow hatched Black on Plan 6 annexed to the Lease; and

(3)  All Those car parking spaces on Basement Levels 1 to 4 of the Building as
     shown coloured Yellow hatched Black on Plans 2 to 5 annexed to the Lease


                                       19
<PAGE>



                                     PART D
                                     ------

     The Property is non-residential property within the meanings of Section
29A(1) of the Stamp Duty Ordinance Cap.117.

                                     PART E
                                     ------

     This Agreement was made on the date as specified on page one.

                                     PART F
                                     ------
                            The Preliminary Agreement
                            -------------------------

     This Agreement was preceded by a preliminary agreement made between the
same parties hereto and on the same terms on 19 November 2004.

                                     PART G
                                     ------

     The agreed date for a conveyance on sale pursuant to this Agreement shall
be on or before 3 March 2005.

                                     PART H
                                     ------

     The agreed consideration for the conveyance on sale that is to, or may,
take place pursuant to this Agreement is DOLLARS TWO THOUSAND EIGHT HUNDRED AND
EIGHT MILLION ONLY HONG KONG CURRENCY (HK$2,808,000,000).


                                     PART I
                                     ------

     Amount or value of any other consideration which each person executing the
document knows has been paid or given or has been agreed to be paid or given to
any person for or in connection with the agreement for sale or any conveyance on
sale (excluding legal expenses and estate agent's commission):     Nil


                                       20
<PAGE>


                                S C H E D U L E  2
                                ------------------
                            Payment of Purchase Price
                            -------------------------

     The Purchase Price shall be paid by the Purchaser to the Vendor in the
manner as follows:

(a)  The Purchaser shall pay to the Vendor the sum of HK$280,800,000 being
     deposit and in part payment of the Purchase Price upon signing hereof.

(b)  The balance of the Purchase Price in the sum of HK$2,527,200,000 shall be
     paid by the Purchaser to the Vendor upon completion.


                                       21

<PAGE>




SIGNED by  YUEN TIN FAN, FRANCIS       )    For and on behalf of
                                       )    PARTNER LINK INVESTMENTS LIMITED
for and on behalf of the Vendor        )
in the presence of                     )    --------------------------------
                                                     Authorised Signature(s)



      Alice Y. L. Chan
          Solicitor
        Hong Kong SAR



RECEIVED on or before the day and year first above)
written of and from the Purchaser the above       )
mentioned deposit of DOLLARS TWO HUNDRED          )
EIGHTY MILLION EIGHT HUNDRED                      )
THOUSAND ONLY Hong Kong Currency                  )HK$280,800,000


                                               For and on behalf of
                                               PARTNER LINK INVESTMENTS LIMITED

                                               --------------------------------
                                                        Authorised Signature(s)


                                             ________________________________
                                                         the Vendor

                                             I hereby verify the sigature of
                                             Yuen Tin Fan, Francis

                                             Luz Yiu Fai
                                             Solicitor, Hong Kong SAR
                                             Luoo, Kwan, Lee & Lo


                                       22
<PAGE>


SIGNED by                                   ) For and on behalf of
  LEONG CHI MENG                            ) PARTNER LINK INVESTMENTS LIMITED
                                            )
for and on behalf of the Purchaser          ) --------------------------------
whose signature(s)is/are verified by :-     )          Authorised Signature(s)



Cheung Yun Kwan, Monica
   Koo and Partners
   In association with
Paul, Hastings, Janofsky & Walker LLP
   Solicitor, Hong Kong, SAR





                                       23
<PAGE>


                                A P P E N D I X  I
                                ------------------

                Deed of Appointment of Leasing Agent and Manager
                ------------------------------------------------









                                       24
<PAGE>


                                                                      Appendix I
                                                                      ----------

THIS DEED is made this         day of

BETWEEN RICHLY LEADER LIMITED a company incorporated in Hong Kong whose
registered office is situate at [                                              ]

(hereinafter called "the Owner") of the one part; And PACIFIC CENTURY PARAMOUNT
REAL ESTATE COMPANY LIMITED a company incorporated in Hong Kong with its
registered office situate at Units 701-5, Level 7, Cyberport 3, 100 Cyberport
Road, Hong Kong (hereinafter called "the Agent") of the other part.

WHEREAS:-

(A) By an Agreement for Sale and Purchase dated [ ] and made between PARTNER
LINK INVESTMENTS LIMITED ("the Vendor") as vendor and the Owner as purchaser
("the Agreement"), the Vendor agreed to sell and the Owner agreed to purchase
the Land and the Premises more particularly described in the Schedule 1 hereto
("the Property") subject to the terms and conditions thereof.

(B) Under and by virtue of an Assignment bearing even date as this Deed, the
Vendor assigned to the Owner by way of sale the Property.

(C) Pursuant to the Agreement and a Deed of Rental Guarantee ("the Deed of
Rental Guarantee") between the Vendor, Ipswich Holdings Limited and the Owner
bearing even date as this Deed, the Owner and the Agent shall enter into this
Deed whereby the Agent is appointed:

     (1)  as the Owner's sole leasing agent to deal with all leasing and tenancy
          matters of the Property; and

     (2)  as the Owner's sole manager of the Property for the management of the
          Property.

NOW THIS DEED WITNESSETH as follows:-


                                   SECTION I
                                   ---------
                          APPOINTMENT OF LEASING AGENT
                          ----------------------------

1. The Owner hereby appoints the Agent as its sole and exclusive leasing agent
who shall have the authority to do such acts and things in relation to the
leasing of the Property or any part(s) thereof subject to and upon the terms and
conditions as set out in this Deed for a period of five (5) years commencing on
the date of this Deed unless the Agent's appointment is terminated earlier
pursuant to the terms of this Deed.

2. As such sole and exclusive leasing agent, the Agent's authority shall be as
follows (all to be performed at the Agent's own costs and expenses):-

     (a) (i) To negotiate with tenants or licensees (collectively called


                                      -1-
<PAGE>


               "Tenants/Licensees" and individually "Tenant/Licensee"), whether
               existing or prospective, in relation to the leasing or licensing
               (including renewal thereof) of the Property or any part(s)
               thereof on such terms and conditions as the Agent shall in its
               discretion think fit but subject always to the terms of Clause
               2A,

        (ii)   To promote and/or advertise the leasing of the Property or any
               part(s) thereof through any media and marketing tools using such
               wording and/or graphics as the Agent shall in its discretion
               think fit;

        (iii)  To organize and/or co-ordinate such leasing promotion activities
               as the Agent shall in its discretion think fit.

               PROVIDED ALWAYS THAT in exercising its discretion under this
               Deed, the Agent shall act for the benefit and advantage of the
               Owner and the Agent shall not act or allow or suffer anything to
               be done whereby the Owner's interest in the Property will be
               prejudicially or adversely affected.

     (b)  Subject to the provisions of Clause 2A hereof, to enter into offer
          letter(s), letter(s) of intent or confirmation(s) for lease/tenancy,
          licence(s), agreement(s) for lease/tenancy and lease(s)/tenancy
          agreements(s) and to grant or renew licences, tenancy agreements and
          leases in respect of the Property or any part(s) thereof (collectively
          called "the Letting Agreements" and individually called "the Letting
          Agreement") at such rent or licence fee and on such terms and
          conditions as the Agent shall in its discretion think fit and to
          receive any earnest money or deposit and advance licence/rental
          payment from the Tenants/Licensees and to give receipts therefor; and
          for this purpose, sign, seal, deliver, execute and perform as the
          Owner's act and deed any Letting Agreements, surrenders, memorials,
          undertakings or any other ancillary or related agreements or
          instruments.

     (c)  To demand, collect, receive and recover from all present and future
          Tenants/Licensees of the Property or any part(s) thereof rents,
          licence fees, management and service charges, air-conditioning charges
          and sums of money payable under the Letting Agreements (collectively
          called "Rents/Fees") from time to time and to give receipts therefor.

     (d)  On non-payment of any Rents/Fees to enter into and upon the relevant
          part of the Property and to distrain for arrears of the Rents/Fees and
          on receipt of the same or any part thereof (including all moneys
          realized under distress) to sign and deliver proper and effectual
          receipts or other discharges or acknowledgements.

     (e)  To sign and give lawful notices to my Tenants/Licensees to quit, to
          repair, to abate nuisance or to remedy a breach of covenant under the
          Letting Agreements and to accept surrenders of any Letting Agreements,
          cancellation of letters of intent, cancellation of confirmation
          letters or cancellation of licence agreement on such terms as the
          Agent may think fit.


                                      -2-
<PAGE>


     (f)  To recover possession of the Property or any part(s) thereof by means
          of all lawful proceedings or legal actions from any Tenants/Licensees
          or occupiers as the Agent may think fit.

     (g)  To take such steps at law to commence and defend any action or other
          legal proceedings in any court or tribunal to enforce any covenants
          and conditions contained in any Letting Agreement and upon any breach
          or non-performance or non-observance of any such covenants or
          conditions to preserve the Owner's rights and interests in the
          Property as the Agent may think fit.

     (h)  To accept delivery of possession from Tenants/Licensees whether on
          expiry or termination of the Letting Agreement or otherwise.

     (i)  To ask demand receive and recover from all intending Tenants/Licensees
          or any part thereof all deposits, advance payments and sums of money
          now or at any time hereafter to become due owing and payable in
          respect of the Property or any part thereof in any manner whatsoever
          and also on non-payment thereof or of any part thereof to take such
          steps including legal proceedings to recover such payments or any part
          thereof as the Agent shall from time to time think fit.

     (j)  To hold all rental and other deposits in respect of the Property or
          any part thereof whether present or future and to deduct therefrom any
          arrears of Rents/Fees which the Owner as landlord is entitled to make
          under the Letting Agreements and to pay over such deducted sum to the
          Vendor direct during the subsistence of the Deed of Rental Guarantee.

     (k)  To enter upon when and as often as the Agent shall think proper the
          Property or any part thereof to view the state of repair thereof and
          where appropriate to order and direct all necessary or proper repairs
          refurbishment and improvements of or concerning the same and in that
          behalf to sign and give notices to any lessees, tenants and licensees
          and occupiers of the Property or any part thereof concerning any
          defects in the repair or condition of the same and requiring them to
          make good such defects.

     (l)  To enforce all covenants conditions and stipulations contained in the
          Letting Agreements or any letter of intent or confirmation letter or
          agreement for lease or agreement for tenancy agreement or agreement
          for licence agreement or lease or tenancy agreement or licence
          agreement or surrender of lease or surrender of tenancy agreement or
          cancellation of letter of intent or cancellation of confirmation
          letter, or cancellation of licence agreement affecting the Property or
          any part thereof or in any provisions contained in any Ordinance of
          Hong Kong relating to the same or any part thereof and upon breach of
          non-performance or non-observance of any such covenants conditions or
          stipulations to enter into and upon the Property or any part thereof
          in relation to which such breach non-performance or non-observance
          shall have happened and to take possession of the same to the intent
          that the Letting Agreement or the letter of intent or confirmation
          letter or agreement for lease or agreement for


                                      -3-
<PAGE>


          tenancy agreement or agreement for licence agreement or lease or
          tenancy agreement or licence agreement under which the Property or any
          part thereof is held shall become void according to the laws of Hong
          Kong or the provisions in that behalf contained in such Letting
          Agreement or letter of intent or confirmation letter or agreement for
          lease or agreement for tenancy agreement or agreement for licence
          agreement or lease or tenancy agreement or licence agreement.

     (m)  To settle compromise or submit to arbitration all accounts, claims and
          disputes arising under the Letting Agreement between the Owner and any
          Tenants/Licensees thereof.

     (n)  To do all other acts and things which the Agent may think expedient or
          necessary for the proper and efficient agreement for leasing, leasing,
          agreement for letting, letting, agreement for licensing, licensing,
          management, services and control of the Property or any part thereof.

     (o)  For all or any of the purposes aforesaid to sign the Owner's name to
          all contracts and other deeds documents and writings and to sign seal
          and as the Owner's act and deed deliver and execute on the Owner's
          behalf all Letting - Agreements, letters of intent, confirmation
          letters, agreements for leases, agreements for tenancy agreements,
          agreements for licence agreements, leases, tenancy agreements, licence
          agreements, supplements to letters of intent, supplements to
          confirmation letters, supplements to agreements for leases,
          supplements to agreements for tenancy agreements, supplements to
          agreements for licence agreements, supplements to leases, supplements
          to tenancy agreements, supplements to licence agreements, assignments
          of leases, assignments of tenancy agreements; assignments of licence
          agreements, novations of leases, novations of tenancy agreements,
          novations of licence agreements, surrenders, cancellation agreements,
          termination agreements, side letters, agreements, contracts and other
          deeds, documents and instruments requisite in the premises whatsoever.

2A.       (a) The provisions of this paragraph (a) shall apply to Letting
          Agreements (1) which expire on or before [insert a date which is 5
          years from completion] (whether under the original term or any renewed
          term); or (2) with an option to renew and the renewed term expires on
          or after [insert a date which is 5 years from completion] but the
          renewed rent is current market rent and the renewed term is not more
          than 3 years:-

          (i)  The Agent shall only make offers for lease/tenancy ("Offer
               Letters") to prospective Tenant/Licensees/ Licensees in the form
               of the pro forma offer letter set out in Schedule 2 hereto ("Pro
               Forma Offer Letter").

          (ii) The Agent shall send a draft of each Offer Letter to the Owner
               for approval on all the terms of an offer letter other than
               Clauses I to 5 of the Pro Forma Offer Letter ("Major Terms")
               whose approval shall not be unreasonably withheld or delayed and
               provided that the Owner's


                                      -4-
<PAGE>


               approval shall be deemed to have been given if the Owner does not
               raise any objection within 2 calendar days after the date of the
               receipt of the draft Offer Letter.

         (iii) The Agent shall only enter into Letting Agreements in the form
               of the pro forma tenancy agreement set out in Schedule 3 hereto
               ("Pro Forma Tenancy Agreement") with such amendments and
               variations as the Agent may in its absolute discretion deemed fit
               provided that in respect of all the terms of the Letting
               Agreement other than those terms which embody Clauses 1 to 5 of
               the Pro Forma Offer Letter ("Important Terms"), any material
               variation of any of the Important Terms must be approved by the
               Owner whose approval shall not be unreasonably withheld or
               delayed and provided that the Owner's approval shall be deemed to
               have been given if the Owner does not raise any objection within
               3 calendar days after the date of the receipt of the draft
               Letting Agreement.

     (b)  The provisions of this paragraph (b) shall apply to Letting Agreements
          which (1) expire on or after [insert a date which is 5 years from
          completion]; or (2) expire on or before [insert a date which is 5
          years from completion] but with an option to renew at a rent other
          than current market rent or for a renewed term of more than 3 years:-

          (i)  The Agent shall only issue Offer Letters to prospective
               Tenant/Licensees/Licensees in the form of the Pro Forma Offer
               Letter.

          (ii) The Agent shall send a draft of each Offer Letter to the Owner
               for approval on all the terms thereof whose approval shall not be
               unreasonably withheld or delayed and provided that the Owner's
               approval shall be deemed to have been given if the Owner does not
               raise any objection within 2 calendar days after the date of the
               receipt of the draft Offer Letter.

         (iii) The Agent shall only enter into Letting Agreements in the form
               of the Pro Forma Tenancy Agreement and incorporating the terms of
               the draft Offer Letter which have been approved by the Owner with
               such amendments and variations as the Agent may in its absolute
               discretion deemed fit provided that any material variation to any
               of the Important Terms must be approved by the Owner whose
               approval shall not be unreasonably withheld or delayed and
               provided that the Owner's approval shall be deemed to have been
               given if the Owner does not raise any objection within 3 calendar
               days after the date of the receipt of the draft Letting
               Agreement.

     (c)  If the Owner disapproves in writing of one or more of the terms of an
          Offer Letter under paragraph (b)(ii) above (or one or more of the
          Major Terms with respect to paragraph (a)(ii) above) or, as the case
          may be, one or more Important Terms of a Letting Agreement, the Agent
          may refer the matter to an


                                      -5-
<PAGE>


               independent firm of qualified surveyors decided by the Agent
               among Jones Lang LaSalle, Chesterton Petty and CB Richard Ellis.
               If none of the three firms stated above is independent, the
               matter will be referred to another firm agreed to by the Owner
               and the Agent and failing agreement within 3 Business Days,
               appointed by the President for the time being of the Hong Kong
               Institute of Surveyors or the professional body succeeding to
               such Institute on the application of either the Owner or the
               Agent. The firm of qualified surveyors shall be instructed to
               determine if the offer set out in the relevant Offer Letter or,
               as the case may be, the terms of the relevant Letting Agreement
               are not unreasonable and are in line with the then current
               market practice within 2 Business Days of the instructions. The
               decision of the agreed or appointed firm of surveyors shall be
               conclusive and binding on the Agent and the Owner and such firm
               of surveyors shall act as an expert and not as an arbitrator.
               The Agent shall be entitled to enter into the relevant Offer
               Letter or, as the case may be, the relevant Letting Agreement if
               the agreed or appointed firm of surveyors determines that the
               terms thereof are not unreasonable and are in line with the then
               current market practice. All costs and disbursements relating to
               the appointment, services and determination of the firm of
               surveyors shall be borne by the Owner and the Agent in equal
               shares.

2B.  (a)  The Agent shall:-

     (i)  prepare an agency report ("Agency Report") setting out the particulars
          of the Letting Agreements entered during the preceding calendar month
          which particulars shall include the following and such additional
          information as the Owner may from time to time reasonably request:

          (1)  the name of the Tenant/Licensee;
          (2)  the registered company address of the Tenant/Licensee;
          (3)  the portion of the Property rented to the Tenant/Licensee;
          (4)  the lettable floor area;
          (5)  major terms and conditions including the term, monthly rental,
               management fee, rent-free period;
          (6)  the amount of the rental deposit and the form of deposit (cash,
               bank guarantee or others).

     (ii) send a copy of the Agency Report to the Owner on or before the 16th
          business day of the following month; and

    (iii) send to the Owner such additional information as the Owner may
          reasonably require within 7 days of receipt of a written request from
          the Owner.

     (b)  The Owner has the right to assess the performance of the Agent by
          comparing the overall annual rental yield achieved for properties
          comparable to the Property and if the Agent consistently and
          substantially fails to achieve a comparable yield for the Property
          which causes damages to the Owner, the Owner has the right to require
          the Agent to provide a written explanation of such failure. If such
          failure continues for a period of 6 months or more, the Owner may, at
          its own cost and expenses, appoint an independent qualified quantity
          surveyor to confirm the Owner's view. If the Owner's


                                      -6-
<PAGE>


          view is confirmed in writing by the quantity surveryor, the Owner has
          the right to terminate the appointment of the Agent under this Deed by
          giving the Agent 1 month's notice.

3. In exercising any duty, responsibility and authority conferred on the Agent
hereunder, the Agent shall act lawfully, honestly and reasonably and shall
exercise due care and diligence. The Agent shall fully indemnify the Owner
against all loss, damage, claim, demand and legal actions or proceedings
directly arising out of, in connection with or in relation to any breach by the
Agent of any covenants, undertakings, terms and conditions of this Deed.

4. The Owner hereby appoints the Agent to be its attorney and in its name and on
its behalf to execute, sign and do all such deeds, instruments, acts and things
whatsoever which is necessary for the purpose of carrying out or exercising all
or any of the powers conferred on the Agent under this Deed and further agrees
to ratify whatsoever the Agent shall lawfully do in accordance with the power
given under this Clause 4. The Owner, during the term of the appointment of the
Agent under this Deed hereby further authorizes and directs the Agent to pay to
the Vendor all Rents/Fees received by the Agent from the Tenants/Licensees
during the subsistence of the Deed of Rental Guarantee.

5. For the avoidance of doubt, it is agreed that during the term of the
appointment of the Agent as set out herein and subject to the Deed of Rental
Guarantee not having been terminated and subject to the Agent paying and
assuming full responsibility for all costs and expenses including legal fees in
connection with enforcement proceedings the Owner shall delegate to the Agent
all its rights to enforce the terms and conditions of the Letting Agreements and
agrees, unless with the prior written consent of the Agent (save that such
consent is not required in respect of the matters set out in Clause 18), not to
enforce the terms and conditions of the Letting Agreements or exercise, whether
in its name or otherwise any of its rights thereunder which include but are not
limited to the institution of any legal proceeding against any Tenants/Licensees
under such Letting Agreement. The Agent shall not, without the prior written
consent of the Owner which consent shall not be unreasonably withheld, grant,
permit, allow or suffered any waiver, time or indulgence to any
Tenants/Licensees, occupier or any person whatsoever as to the payment of
Rents/Fees.

6. For the avoidance of doubt, the Agent shall account to the Owner for all
rental and other deposits paid to or collected by the Agent under the Letting
Agreements in respect of the Property on the expiration or earlier termination
of this Deed.

                                   SECTION II
                                   ----------
                             APPOINTMENT OF MANAGER
                             ----------------------

7. The Owner hereby further appoints the Agent as the manager for the Owner to
undertake the management, operation, servicing, renovation, improvement and
security of the Property in accordance with the provisions of this Deed for a
term of five (5) years commencing from the date of this Deed Provided always
that any contract entered into by the Agent in connection with the management,
operation, servicing, renovation,


                                      -7-
<PAGE>


improvement and security of the Property must not extend beyond [insert a date
which is 5 years from completion] ("Guaranteed Period") and must not have any
renewal right to extend beyond the expiry date of the Guaranteed Period without
the prior written consent of the Owner.

8. During the term of its appointment as the manager, the Agent is authorized to
manage the Property at the Agent's own costs and expenses in accordance with the
provisions of this Deed but subject always to the Lease dated 13 December 2000
registered in the Land Registry by Memorial No.5276622 ("Lease") and the Owner
hereby appoints the Agent as agent for the Owner in respect of any matters
concerning the Property in accordance with the provisions of this Deed with full
power to enforce the provisions of this Deed. The Agent shall have full power
and authority to do all such acts and things as may be necessary or expedient
for the proper management of the Property, all to be performed at the Agent's
own costs and expenses (save and except costs and expenses of a capital or
non-recurring nature) and without in any way limiting the generality of the
foregoing and subject to the Lease, the Agent shall have the following duties
and powers:-

     (a)  To do all things which the Agent shall in its discretion deem
          necessary or desirable for the purposes of maintaining and improving
          all plant machinery equipment facilities and services in or on the
          Property;

     (b)  To commence, conduct, carry on and defend legal and other proceedings
          touching or concerning the management of the Property in the name of
          the Agent;

     (c)  To prevent any person from occupying or using otherwise than in
          accordance with the written permission of the Agent or the provisions
          of the Lease any of part of the Property;

     (d)  To prevent any person detrimentally altering damaging or injuring any
          part of the Property;

     (e)  To demand collect and receive all amounts payable under the provisions
          of this Deed;

     (f)  To recruit dismiss engage and employ and appoint in the name of the
          Agent such staff accountants auditors legal advisers architects
          surveyors engineers or persons for provision of computer services and
          other consultants whatsoever as may from time to time be necessary to
          enable the Agent to exercise its powers on such terms as the Agent
          shall in its absolute discretion decide;

     (g)  To manage and control within the Property parking and loading and
          unloading and to maintain all forms of traffic management and to do
          all such acts and things as may be necessary to provide unimpeded
          access by the persons entitled for the time being to the use of the
          car parking spaces and loading and unloading bays in the Property;


                                      -8-
<PAGE>


     (h)  To delegate or subcontract the management maintenance operation and
          control of any part of the Property and any of its facilities to other
          agents or contractors or managers on such terms and conditions as the
          Agent shall in its discretion think fit;

     (i)  To do all such other things as are reasonably incidental to the
          management of the Property.

9.   (a)  The Owner shall establish and maintain a fund ("Capital Reserve Fund")
          to meet expenditure of works (1) of a capital or non-recurring nature;
          or (2) as required by government authorities; or (3) that are
          necessary for the Owner to comply with the covenants and conditions in
          the Lease; or (4) of ad hoc improvement nature; or (5) for expected
          and/or scheduled maintenance purposes("Capita1 Works"). The Agent may
          prepare and submit to the Owner for the Owner's approval an annual
          capital expenditure budget provided that the Owner's approval shall be
          deemed to have been given if the Owner does not raise any objection
          within 7 calendar days of the receipt of the proposed annual capital
          expenditure budget. Such proposed budget must include details of the
          nature of the Capital Work, the timing for carrying out such Capital
          Work and the anticipated drawdown schedule for payment from the
          Capital Reserve Fund. Provided that such Capital Work has been
          approved by the Owner, the Owner will pay into the Capital Reserve
          Bank Account (as defined below) the amount of capital expenditure
          approved by the Owner for that financial year.

     (b)  The Owner shall open and maintain an interest-bearing account with a
          licensed bank of the Hong Kong Special Administrative Region in the
          name of the Owner ("Capital Reserve Bank Account"), the title of which
          shall refer to the Capital Reserve Fund for the Property, and shall
          use that Capital Reserve Bank Account exclusively for the purpose of
          meeting expenditure of Capital Works that have been approved by the
          Owner.

     (c)  The Agent shall have full power to carry out all Capital Works in
          accordance with the capital expenditure budget approved by the Owner
          and draw on the Capital Reserve Bank Account for such purpose. During
          the term of the appointment of Agent under the Deed, the Owner shall
          authorize and permit the Agent to be the sole signatory to operate the
          Capital Reserve Bank Account, such authorization to the Agent shall
          not be revoked by the Owner unless and until there is a material
          breach of the Agent's obligations hereunder.

     (d)  The Agent in its capacity as the manager of the Property shall apply
          as agent of the Owner all moneys and deposits withdrawn by it from the
          Capital Reserve Bank Account. Such moneys and deposits shall belong to
          the Owner but shall be held and applied as aforesaid by the Agent.

     (e)  If the amount in the Capital Reserve Bank Account is or is expected to
          be insufficient to meet the cost and expenses of any Capital Works
          approved by the Owner, the Agent shall discuss with the Owner as to
          the further contributions that need to be made to such Capital Reserve
          Fund.


                                      -9-
<PAGE>


     (f)  Any surplus in the Capital Reserve Fund shall be carried forward to
          the next financial year and shall be used for paying Capital Works for
          the next financial year.

10. The Agent shall:-

     (a)  within two (2) months after the end of each financial year, prepare a
          statement of account for that year showing details of Capital Reserve
          Fund drawn and the remaining balance; and
     (b)  send a copy to the Owner such statement of account for reference
          purpose only.

11. Each financial year shall be a period of twelve months with the first
financial year commencing on the date of this Deed.

                                  SECTION III
                                  -----------
                         TERMINATION AND MISCELLANEOUS
                         -----------------------------

12. All lawful acts of the Agent carried out in accordance with the provisions
of this Deed shall be binding in all respects on the Owner.

13. The Owner shall fully indemnify the Agent and its officers, employees,
servants and agents against all actions, proceedings, claims and demands arising
directly or indirectly out of or in connection with the Agent acting as the
Owner's agent under this Deed other than (i) those resulting from the wilful
default, negligence or unlawful act or the breach of the terms of this Deed by
the Agent or of its officers, employees, servants and agents and (ii) the costs
and expenses, outgoings agreed to be borne by the Agent under Clauses 4(l)(a) &
(b) of the Deed of Rental Guarantee.

14.  (a)  The Owner shall open and maintain in the name of the Owner with a
          licensed bank in Hong Kong ("Collection Account"). The Agent shall
          arrange for all Rents/Fees, security deposits and other sums payable
          under the Letting Agreements to be paid by the Tenants/Licensees into
          the Collection Account. During the term of the appointment of Agent
          under this Deed, the Owner shall authorize and permit the Agent to be
          the sole signatory to operate the Collection Account, such
          authorization to the Agent shall not be revoked by the Owner unless
          and until there is a material breach of the Agent's obligations
          hereunder.

     (b)  The Agent shall on or before the 16th business day of the following
          month, deliver to the Owner the following:

          (i)  monthly property management reports;

          (ii) monthly accounts;

         (iii) details of all legal proceedings commenced in the name of the
               Owner or commenced against the Owner in respect of the Property;


                                      -10-
<PAGE>


          (iv) details of all service or management contracts entered into by
               the Agent in the name of the Owner pursuant to Clause 7;

          (v)  copies of all Letting Agreements and other contracts entered into
               by the Agent in the name of the Owner,

          pertaining to the preceding calendar month and which have been
          instituted or signed within the preceding calendar month.

     (c)  At least two (2) weeks prior to the expiry of the Guaranteed Period,
          the Agent will grant all reasonable access and assistance to the
          Owner's representatives to arrange for a smooth hand over of all
          information and documents pertaining to the Property on expiry of the
          Guaranteed Period.

15   (a)  The Agent's appointment hereunder shall commence on the date of this
          Deed and shall expire at the end of the fifth year unless terminated
          earlier pursuant to the terms of this Deed PROVIDED ALWAYS THAT the
          Owner is entitled to terminate the appointment of the Agent herein at
          any time without cause by giving 3 months' prior written notice to the
          Agent.

     (b)  In the event that the Deed of Rental Guarantee is terminated then the
          Agent's appointment under this Deed is also terminated.

     (c)  The Owner may by written notice to the Agent forthwith terminate this
          Deed:-

          (i)  if the Agent shall go into liquidation either compulsorily or
               voluntarily (except in the course of a voluntary liquidation for
               the purpose of reconstruction or amalgamation) or shall enter
               into composition or arrangement with its creditors or a receiver
               or manager shall be appointed in respect of any substantial part
               of the properties or assets of the Agent; or

          (ii) if the Agent shall default in the performance or observance of
               any material terms and conditions contained in this Deed and the
               Agent shall neglect or otherwise fail to remedy such breach (if
               capable of remedy) within 14 days of being required in writing to
               do so by the Owner.

16.  Upon expiration or early termination of the Agent's appointment as set out
herein:-

     (a)  this Deed shall terminate and be of no further force or effect but
          without prejudice to the rights and liabilities of each party against
          the other in respect of any antecedent breach which may arise or have
          arisen before the date of expiration or termination;

     (b)  the Agent shall within 14 days deliver to the Owner (i) all documents
          signed or executed by it on behalf of the Owner in respect of the
          Property and (ii) all books (other than the books of account which
          will be delivered within 30 days), records, funds, assets and property
          of the Owner, which are held by or under the control of


                                      -11-
<PAGE>


          the Agent;

     (c)  the Agent shall within 30 days render to the Owner an apportionment
          account for payment of Rents/Rees, rates, management fees,
          air-conditioning charges and other outgoings in respect of the
          Property and account to the Owner for of any surplus in the Capital
          Reserve Bank Account for the Owner's verification; and the
          apportionment account shall be settled within 14 days thereafter.

17. Subject to the Agent bearing all costs and expenses, the Owner agrees to
grant the Agent a power of attorney as its attorney in its name and on its
behalf to demand, collect, receive and recover from all Tenants/Licensees of the
Property or any part(s) thereof any arrears of Rents/Rees which are pavable to
the Vendor under the terms of the Deed of Rental Guarantee, to take such
steps at law to commence any action or other legal proceedings in any court or
tribunal and to give receipts therefore. All sums of money recovered from such
Tenants/Licensees pursuant to this clause after payment of all legal costs and
expenses shall be paid to the Vendor. This Clause will continue to be applicable
notwithstanding the expiry of the Guaranteed Period.

18. In respect of those disabled toilets of the Property which had been
converted into pantries, the Agent will use its best endeavour and at the costs
and expense of the Vendor and/or the Agent to effect the reinstatement of such
disabled toilets during the Guaranteed Period, and such reinstatement works
shall be carried out as soon as practicable in respect of those floors used by
PCCW Services Limited, and for those located on the other floors it is intended
that subject to the agreement of the tenants the reinstatement shall be carried
out at the next renewal of the existing tenancies for such premises provided
that nothing herein shall require the Agent to commence any legal proceedings in
order to effect such reinstatement work and provided further that nothing herein
shall preclude the Owner from taking all actions including legal proceedings
against the Tenants/Licensees to effect such reinstatement works.

19. The Agent hereby undertakes that it shall remain a subsidiary company of
Pacific Century Premium Developments Limited before the expiry or termination of
its appointment.

20. In this Deed, "Business Day" means a day (other than Sunday) on which
commercial banks are generally opened for business in Hong Kong.

21. This Deed shall be governed by and construed in accordance with the laws of
Hong Kong Special Administrative Region of the People's Republic of China ("Hong
Kong") and the parties hereto agree to submit to the non-exclusive jurisdiction
of the courts of Hong Kong.

22. All written notices, requests, demands, and other communications under this
Deed or in connection herewith shall be given by letter (delivered by hand, by
courier, or by prepaid registered air mail) or by facsimile transmission with
confirmed answerback, and shall be addressed to the respective parties as
follows:


                                      -12-
<PAGE>


Owner:    Richly Leader Limited
-------------------------------
          c/o Pramerica Real Estate Investors (Asia) Pte Ltd
          501 Orchard Road #11-02
          Wheelock Place
-------------------------
          Singapore 238880

          Attention: Mr Leong Chi Meng/Ms Wong Ping
          Facsimile No: (65) 6735 2806


Agent:    [                  ]
------------------------------
          [                  ]
          [                  ]
          [                  ]


          Attention:    [                  ]
          Facsimile No: [                  ]


Any party may change its address at any time by written notice to the other
parties.


                                      -13-
<PAGE>


                                   SCHEDULE 1
                                   ----------
                                    The Land
                                    --------


ALL THAT Portion of the Remaining Portion of Quarry Bay Marine Lot No.1 as shown
coloured Red on Plan 1 annexed to the Lease (as defined in the Agreement)

                                  The Premises
                                  ------------

ALL THOSE the following portions of the building known as Dorset House (which
comprises a 4 level basement car park, a podium and 2 contiguous tower blocks
above the podium) (the "Building") erected on Portions of Section S and the
Remaining Portion of Quarry Bay Marine Lot No.1:

     (1)  All Those portions of the Building now known as PCCW Tower (formerly
          known at the date of the Lease as Hongkong Telecom Tower (Tower A)) as
          shown coloured Yellow on Plans 2 to 51 annexed to the Lease; and

     (2)  All Those loading and unloading bays on the Ground Floor of the
          Building as shown coloured Yellow hatched Black on Plan 6 annexed to
          the Lease; and

     (3)  All Those car parking spaces on Basement Levels 1 to 4 of the Building
          as shown coloured Yellow hatched Black on Plans 2 to 5 annexed to the
          Lease

HELD for the residue of the term created under the Lease.


                                      -14-
<PAGE>


                                   SCHEDULE 2

                             Proforma Offer Letter

Date:______________________________

To:  [Name]
     [Address]

                    Re: [Description of premises to be let]
                    ---------------------------------------

We have pleasure to confirm our offer for the lease of the above premises upon
the following basic terms and conditions:

1. Tenant               : [Name of Tenant]
                          B/R#

2. Tenancy Term         :

3. Rental               : HK$[ ] per month exclusive/inclusive of
                          [Management Fee, Government Rent, Rates
                          Air-conditioning Charges but exclusive of all
                          Utility Charges.]


4. Rent Free Period     :

5. Deposit              : HK$[ ]


6. Formal/Tenancy       : To be signed on or before [     ]
   Agreement

7. The Tenant shall sign the Formal Tenancy Agreement in substantially the form
prepared by the Landlord.

8.   Stamp duty         : To be equally shared by the Landlord and the
                          Tenant.

9.   Other Terms


Yours faithfully,                       Signed and accepted by


                                      -15-
<PAGE>


                               S C H E D U L E 3

                           Pro Foma Tenancy Agreement


                      Dated the      day of            200
                      ------------------------------------




                                       [ ]
                                  (as Landlord)

                                       AND

                                   (as Tenant)



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


                                     LEASE

                                       of

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


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


<PAGE>


                                    I N D E X
                                    ---------

SECTION I: LEASE

            Parties                                                            1
            Recitals                                                           1
1.01        Premises                                                           2
            Term                                                               2
            Rent                                                               2
1.02        Rent Review                                                        2

SECTION II: PAYMENT OF RENT AND OTHER CHARGES

2.01        Rent                                                               7
            Additional Rent                                                    7
            Air-conditioning Charges                                           7
            Management Charges                                                 8
2.02        Rates etc.                                                         9
2.03        Utility Charges and deposits                                       9
2.04        Cleaning Charges                                                   9

SECTION III: TENANT'S OBLIGATIONS

3.01        Compliance with Ordinances                                        10
3.02        To permit access                                                  10
3.03        Fitting out                                                       10
3.04        To Keep the Interior in Good Repair                               14
3.05        Installation of Wires Cables and Services                         14
3.06        Repair of Electrical Installations                                16
3.07        Good Repair of Toilets and Water Apparatus                        16
3.08        Cleaning of Drains                                                16
3.09        Repair of Windows and Glass                                       16
3.10        Indemnification of Landlord and Insurance                         17
3.11        Protection from typhoon                                           17
3.12        To permit Landlord to enter and view                              17
3.13        To execute repair on receipt of notice                            18
3.14        Outside windows                                                   18
3.15        Inform Landlord of Damage                                         18
3.16        Cleaning and Cleaning Contractors                                 18
3.17        Refuse and Garbage Removal                                        18
3.18        Installation of Telephone Cables                                  19
3.19        Directory Boards                                                  19
3.20        Contractors Employees Invitees and Licensees                      19
3.21        Damage to Building                                                19
3.22        Building Rules and Regulations                                    19
3.23        User                                                              19
3.24        Yield Up Premises & Handover                                      20
3.25        Inform Landlord of change of business name                        21
3.26        Insurance                                                         21

SECTION IV: LANDLORD'S OBLIGATIONS AND RIGHTS

4.1         Quiet Enjoyment                                                   22
4.2         Government Rent                                                   22
4.3         Roof and Main Structure                                           23
4.4         Maintenance of Common Areas                                       23
4.5         Maintenance of Services                                           23
4.6         Air-conditioning                                                  23
4.7         Observance of the Head Lease                                      24
4.8         Rights Reserved to the Landlord                                   24

<page>

            and the Manager

SECTION V: RESTRICTIONS AND PROHIBITIONS

5.01        Installation and Alterations                                      26
5.02        Injury to Walls or Floors                                         27
5.03        NO Alterations To Exterior                                        27
5.04        Obstructions to Outside Windows                                   27
5.05        Not Erect Gates or Grilles                                        28
5.06        Noise                                                             28
5.07        Signs                                                             28
5.08        Auction Sales                                                     28
5.09        Illegal or Immoral Use                                            29
5.10        Sleeping or Domestic Use                                          29
5.11        Storage of Merchandise and Hazardous Goods                        29
5.12        User                                                              29
5.13        Obstructions in Passages                                          30
5.14        Parking & Loading                                                 30
5.15        Deliveries and use of Passenger Lifts                             30
5.16        Preparation of food and prevention of Odours                      31
5.17        Not to Misuse Lavatories                                          31
5.18        Animals, pets and infestation                                     31
5.19        No Touting                                                        31
5.20        Breach of Government Lease or Conditions or                       32
            Deed of Mutual Covenants
5.21        Breach of Insurance Policy                                        32
5.22        Alienation                                                        32
5.23        Advertising of Premises                                           34
5.24        Not to commit breach of Head Lease                                34

SECTION VI: EXCLUSIONS

6.01        (a) Lifts, Air-conditioning, Utilities                            34
            (b) Fire and overflow of water                                    35
            (c) Security                                                      35

SECTION VII: SUSPENSION OF RENT

7.01        Suspension of Rent in case of fire etc.                           35

SECTION VIII: DEFAULT

8.01        Default                                                           36
8.02        Interest                                                          38
8.03        Acceptance of Rent                                                38
8.04        Acts of Employees Invitees and Licenses                           39
8.05        Distraint                                                         39
8.06        Exercise of Right of Re-Entry                                     39

SECTION IX: DEPOSIT

9.01        Deposit                                                           39
9.02        Increase of Deposit                                               40
9.03        Repayment of Deposit                                              40
9.04        Transfer of Deposit                                               41

<PAGE>

SECTION X: REGULATIONS

10.01       Introduction of Regulations                                       46
10.02       Conflict                                                          47
10.03       Exclusion of Liability                                            47

SECTION XI: INTERPRETATION AND MISCELLANEOUS

11.01       Marginal Notes, Headings and Index                                47
11.02       Definitions                                                       47
11.03       Gender                                                            48
11.04       Lettable Floor Area                                               48
11.05       Name of Building                                                  49
11.06       Alterations to the Building                                       49
11.07       Condonation not a Waiver                                          49
11.08       Letting Notices and Entry                                         50
11.09       Service of Notices                                                50
11.10       Stamp Duty and Costs                                              50
11.11       Deed of Mutual Covenant                                           50
11.12       No Key Money                                                      51
11.13       Entire Agreement                                                  51

SECTION XI1: SPECIAL CONDITIONS

12          Special Conditions                                                51

FIRST SCHEDULE

PART I      Parties                                                           52
PART II     The Building and the Premises                                     52
PART III    Term                                                              52
PART IV     Rent Free Period                                                  53

SECOND SCHEDULE

part I      RENT                                                              53
Part II     Particulars of Air-conditioning Charges                           53
Part III    Management Charges                                                53
Part IV     Deposit                                                           54

THIRD SCHEDULE

Part I      USER                                                              55

FOURTH SCHEDULE

SPECIAL CONDITIONS
      1.    HANDING OVER OF POSSESSION                                        55
      2.    OPTION TO RENEW                                                   56


Signatures

Plan(s) annexed                                                              62


<PAGE>


                                   SECTION I

                                     LEASE

          1. This Lease made this        day of

          Two Thousand and Four BETWEEN

Parties   (i) [  ] having a principal place of business at [ ] ("the Landlord"
          which expression shall include its successors in title and assigns) of
          the one part and

          (ii) The party particulars of whom are set out in Part I of the First
          Schedule hereto ("The Tenant") of the other part.

          WHEREAS:-

Recitals  (1) Under and by virtue of a Lease dated 13th December 2000 and
          registered in the Land Registry by Memorial No. 8276622 ("the Head
          Lease"), Taikoo Place Holdings Limited (formerly known as Parker
          Valley Estates Limited) ("the Head Landlord") as Owner let and the
          Landlord as lessee took the Building more particularly described in
          Part I1 of the First Schedule ("the Building") for the term of 999
          years from and including the 2nd February 1882, less the last 3 days
          thereof.

          (2) The Landlord has agreed to grant to the Tenant a tenancy of the
          Premises ("the Premises") more particularly described in Part I1 of
          the First Schedule and forming part of the Building for the term and
          subject to the conditions hereinafter appearing, for which the Head
          Landlord's approval has been given.

          (3) This Lease is a Permitted Short Term Underlease within the meaning
          of the Head Lease.

          NOW IT IS HEREBY AGREED as follows:-


                                      -1-
<PAGE>


Premises  1.01 The Landlord hereby agrees to let to the Tenant and the Tenant
          hereby agrees to take a tenancy of ALL THOSE the premises forming part
          of all that the Building TOGETHER WITH the use in common with the
          Landlord the Head Landlord and all others having the like right of (i)
          the landlord's driveways, entrances, staircases, landings and passages
          in the Building in so far as the same are necessary for the proper use
          and enjoyment of the Premises; (ii) the lift service and
          air-conditioning service in the Building and (iii) the free and
          uninterrupted passage and running of water soil gas electricity and
          other services through the sewers drains pipes cables wires and other
          service media in or upon the Building or the raised floors therein and
          serving the Premises and subject to the terms of the Head Lease FOR
Term      THE TERM specified in Part III of the First Schedule hereto ("the
Rent      Term") YIELDING AND PAYING therefore throughout the Term the rent
          set out in Part I of the Second Schedule (subject to a rent-free
          period as provided for and subject to the terms as set out in Part IV
          of the First Schedule) and by way of additional rent the air-
          conditioning charges and management charges as set out in Parts I, I1
          and III of the Second Schedule which rent and additional rent shall be
          paid exclusive of rates in advance free and clear of all deductions on
          the first day of each calendar month throughout the Term the first and
          last of such payments to be apportioned according to the number of
          days in the calendar month in which the Term commences or ends.

Rent
Review    1.02 If the Term shall be longer than 36 months each succeeding
          period of 36 months after the first such period of the Term shall be
          referred to as "a Review Period". The rent payable during a Review
          Period is referred to as "the New Rent". Where the New Rent payable as
          set cut in Part I of the Second Schedule is to be calculated by
          reference to current market rental for the Premises the following
          provisions shall apply:-


                                      -2-
<PAGE>


          (a)  If agreement is reached between the Landlord and the Tenant as to
               the rent to be payable throughout a Review Period such agreement
               shall be in writing signed by both parties and in each such case
               the rent payable during such Review Period shall be the New Rent
               as so agreed.

          (b)  If such an agreement has not been made two ( 2 ) months before
               the commencement of any Review Period either the Landlord or the
               Tenant may serve a notice upon the other calling for an
               independent surveyor and valuer ("The Surveyor") to be appointed
               to determine the New Rent. The Surveyor may be appointed by
               agreement between the Landlord and the Tenant or in default of
               such agreement within one month before the commencement of any
               Review Period the Surveyor may be appointed at the request of
               either of the parties in the first instance by the chairman for
               the time being of the Royal Institution of Chartered Surveyors
               (Hong Kong Branch) or in default of such appointment the Surveyor
               may be appointed at the request of either of the parties by the
               President for the time being of the Hong Kong Institute of
               Surveyors or equivalent professional body. The Surveyor so
               appointed shall give a written decision with reasons and such
               decision as to what shall be the New Rent shall be conclusive and
               binding on the parties hereto.

          (c)  In determining the New Rent the Surveyor shall act as an expert
               and not as an arbitrator and shall take into account the open
               market rent for other whole floor office accommodation elsewhere
               in the Development and/or in similar office buildings in Hong
               Kong having attributes comparable to those of the Building
               obtainable at the time of commencement of the relevant Review
               Period on the following assumptions that at that date :-


                                      -3-
<PAGE>


               (i)  the Premises are fitted out and equipped and fit for
                    immediate occupation and use complete with floor and wall
                    coverings, false ceilings, raised floors and
                    air-conditioning throughout and that no work which has been
                    carried out thereon by the Tenant or its permitted
                    sub-tenants (if any) or predecessors in title has diminished
                    the rental value of the Premises and that in case the
                    Premises have been destroyed or damaged, they have been
                    fully reinstated and restored.

               (ii) the Premises are available for letting by a willing landlord
                    to a willing tenant without a premium but with vacant
                    possession.

              (iii) that the covenants herein contained on the part of the
                    Tenant have been fully performed and observed.

               but disregarding:-

               (iv) any effect on rent of the fact that the Tenant has been in
                    occupation of the Premises.

               (v)  any goodwill attached to the Premises by reason of the
                    carrying on thereat of the business of the Tenant.


                                      -4-
<PAGE>


               (vi) any effect on rental value of the Premises attributable to
                    any special improvement to the Premises or any part thereof
                    carried out by the Tenant with the Landlord's consent where
                    required (otherwise than in pursuance of an obligation of
                    the Tenant) including any special improvements made by the
                    Landlord at the expense of the Tenant prior to the
                    commencement or during the continuance of the Term.

               (vii) any suspension of rent under Clause 7.01

          (d)  The Surveyor shall afford to each of the parties an opportunity
               to make representations to him.

          (e)  If the Surveyor shall die delay or become unwilling or incapable
               of acting or if for any other reason the Chairman for the time
               being of the Royal Institution of Chartered Surveyors (Hong Kong
               Branch) or the President for the time being of the Hong Kong
               Institute of Surveyors as the case may be or the person acting on
               his behalf shall in his absolute discretion think fit he may by
               writing discharge the Surveyor and appoint another in his place.


                                      -5-
<PAGE>


          (f)  If the New Rent shall not have been determined before the
               commencement of a Review Period pending determination of the New
               Rent that shall be payable in respect of any Review Period, the
               Tenant shall continue to pay an account of the New Rent the rent
               that was payable immediately before the beginning of the Review
               Period in question and within fourteen (14) days of the
               determination of the New Rent, the Tenant shall pay to the
               Landlord the difference between the rent actually paid by the
               Tenant during the period pending determination as aforesaid and
               the New Rent payable for the period pending determination plus
               interest on the difference between the old rent and the New Rent
               at the prime lending rate from time to time of the Hongkong and
               Shanghai Banking Corporation Limited from the commencement date
               of the Review Period until the date of payment and in the event
               of the New Rent being less than the rent actually paid the
               Landlord shall within fourteen (14) days of the determination of
               the New Rent refund to the Tenant the difference between the New
               Rent and the rent actually paid by the Tenant during the period
               pending determination plus interest at the rate as aforesaid from
               the commencement of the Review Period until the date of refund.

          (g)  The costs and expenses of the Surveyor including the cost of his
               appointment shall be borne by the Landlord and the Tenant in
               equal shares. All other costs and expenses incurred by the
               Landlord or the Tenant in respect of or in connection with any
               rent review shall be borne by themselves separately.

                                   SECTION II

                       PAYMENT OF RENT AND OTHER CHARGES

2.   The Tenant hereby agrees with the Landlord as follows:-


                                      -6-
<PAGE>


Rent          2.01  To pay on the days and in the manner hereinbefore provided
              without deduction or set off in Hong Kong Currency

Additional    the rent and by way of further or additional rent in
Rent          respect of the Premises:-

Air-          (a)   the Air-Conditioning Charges from time to time payable  by
conditioning        the Tenant as Set out in Part II of the Second Schedule.
Charges

              (b)   in addition to the Air-Conditioning Charges  referred to in
                    Part I1 of the Schedule, if at any time during the Term the
                    cost of providing the air-conditioning service including
                    (without limitation) the amount payable in respect thereof
                    by the Landlord to the Manager under the Head Lease, the
                    cost of maintenance, staff, replacement parts, depreciation,
                    electricity and all other costs related to such service
                    shall have increased, the Landlord shall be entitled to
                    increase the Air-Conditioning Charges payable by the Tenant
                    by an appropriate amount to cover the increase in the cost
                    of providing the service in the first instance since the
                    date hereof and on each occasion thereafter since the last
                    increase. When any notice of increase shall be sent by the
                    Landlord or the Manager to the Tenant the notice (as the
                    Landlord in its absolute discretion may decide) may be
                    accompanied by an explanatory memorandum but the assessment
                    by the Landlord or the Manager of the appropriate increase
                    shall be conclusive and final.

              (c)   any Air-Conditioning Charges payable by the Tenant for
                    additional air-conditioning services provided by the
                    Landlord from time to time as provided in Clause 4.06(b)of
                    Section IV; and


                                      -7-
<PAGE>


Management    (d)   Management Charges for management services provided
Charges             by the Manager and/or the Landlord and the monthly recurring
                    amounts (except those of a capital nature) expended by the
                    Landlord in relation to the management and maintenance of
                    all non-structural portions of the Development which are not
                    let or intended to be let to or occupied by individual
                    tenants ("the Common Areas") from time to time payable by
                    the Tenant as set out in Part III of the Second Schedule.

              (e)   in addition to the Management Charges referred to in
                    Part I11 of the Second Schedule, if at any time or times
                    during the Term the cost to the Landlord of providing the
                    management service to the Common Areas, including (without
                    limitation) the amount payable in respect thereof by the
                    Landlord to the Manager under the Head Lease, the cost of
                    maintenance of plant and machinery, staff, replacement of
                    parts, depreciation, cost of electricity or other services
                    and all other costs related to such service shall have
                    increased, the Landlord shall have the right to increase the
                    amount of the Management Charges payable by the Tenant to
                    cover the increase in the cost to the Landlord of providing
                    the management service since in the first instance the date
                    hereof and thereafter since the date of the last increase.
                    When any notice of increase shall be sent by the Landlord or
                    the Manager to the Tenant the notice (as the Landlord in its
                    absolute discretion may decide) may be accompanied by an
                    explanatory memorandum but the assessment by the Landlord or
                    the Manager of the appropriate increase shall be conclusive
                    and final and not less than one month's prior notice in
                    writing notifying the Tenant of an increase in the
                    Management Charge and setting out the reasons for the
                    increase shall be served.


                                      -8-
<PAGE>


Rates etc.          2.02 To pay and discharge all rates, taxes assessments,
                    duties, impositions, charges and outgoings of an annual or
                    recurring nature now or hereafter to be imposed or levied on
                    the occupier of the Premises by the Government of Hong Kong
                    Special Administrative Region(G0vernment Rent and Property
                    Tax and payments of a capital or non-recurring nature alone
                    excepted). Without prejudice to the generality of this
                    sub-clause the Tenant shall pay all rates imposed on the
                    Premises in the first place to the Landlord who shall settle
                    the same with the Government of Hong Kong Special
                    Administrative Region and in the event of the Premises not
                    yet having been assessed or not having been separately
                    assessed to rates the Tenant shall until such time as the
                    Premises are so assessed to rates pay to the Landlord
                    monthly and in advance a sum equal to the rates which would
                    be charged by the Government of Hong Kong Special
                    Administrative Region for each month on the basis of a
                    rateable value equal to twelve months' rent payable by the
                    Tenant, on account of the Tenant's liability under this
                    Clause.

Utility Charges     2.03 To pay and discharge all deposits and charges in
and Deposits        respect of water, electricity and telephone as may be shown
                    by or operated from the Tenant's own metered supplies or by
                    accounts rendered to the Tenant by the appropriate utility
                    companies in respect of all such utilities consumed on or in
                    the Premises.

Cleaning Charges    2.04 To pay the cost of the daily cleaning of the Premises.

                                  SECTION III
                              TENANT'S OBLIGATIONS

                    3. The Tenant hereby agrees with the Landlord:-


                                      -9-
<PAGE>


Compliance with     3.01 To obey comply with and to indemnify the Landlord
Ordinances          against the breach of all ordinances, regulations, bye-
                    laws, rules and requirements of any Governmental or other
                    competent authority relating to the use and occupation of
                    the Premises by the Tenant or any other act, deed, matter or
                    thing done, permitted, suffered or omitted therein or
                    thereon by the Tenant or any employee agent licensee or
                    permitted sub-tenant of the Tenant and without prejudice to
                    the foregoing to obtain and maintain in force and to observe
                    and comply with the terms of any approval licence or permit
                    required by any Governmental or other competent authority in
                    connection with the Tenant's use and occupation of the
                    Premises prior to the commencement of the Tenant's business
                    and to indemnify the Landlord against the consequences of
                    any breach of this provision.

To permit           3.02 To permit the Landlord and all persons authorized by it
access              upon prior reasonable notice (except in the case of
                    emergency) to enter upon the Premises for any purpose which
                    in the reasonable opinion of the Landlord is necessary to
                    enable it to comply with the covenants on the part of the
                    lessee and the conditions contained in the Head Lease.


Fitting out         3.03 To fit out the interior of the Premises in accordance
                    with such plans and specifications as shall have been first
                    submitted to and approved by the Landlord in writing (such
                    approval not to be unreasonably withheld) in a good and
                    proper workmanlike manner, such fitting out to include but
                    not be limited to the following :-

                    (a)  Connection and reticulation of all electrical wiring
                         including wiring to light fittings together with
                         control switching etc. within the Premises (whether
                         underneath the raised flooring above the false ceilings
                         or otherwise).


                                      -10-
<PAGE>


                    (b)  All floor finishes and partitioning within the
                         Premises provided that any partitioning installed by
                         the Tenant within the Premises shall be dry
                         partitioning only.

                    (c)  Any alteration to the sprinkler system necessitated
                         by the Tenant's layout of the Premises the same to be
                         in all respects in accordance with all permits and
                         consents and in compliance with the requirements of the
                         Fire Services Department.

                    (d)  Any alteration to the air-conditioning ducting that
                         may be required by the Tenant's internal layout of the
                         Premises.

                    (e)  Internal decoration, furnishings and specialized
                         Tenant's equipment.

                    (f)  Any alteration to the raised flooring including the
                         alignment, re-alignment or removal of the raised
                         flooring system, the creation of openings in the raised
                         floor panels and the cutting or sub-division of the
                         raised floor panels.

                         Provided:

                    (A)  The Tenant shall at its own cost prepare and submit to
                         the Landlord suitable drawings, plans and
                         specifications of the works to be carried out by the
                         Tenant together with schematic sketches showing intent
                         as to the Tenant's design and layout proposals
                         (hereinafter collectively called "the Tenant's Plans")
                         to enable the Premises to be fitted out and completed
                         for the purposes specified in this Lease. The Tenant's
                         Plans shall, without limitation:-


                                      -11-
<PAGE>


                    (a)  Include detailed drawings, plans and specifications
                         for all interior layout, decorations, fittings,
                         installations, partitionings and floor coverings.

                    (b)  Include detailed drawings, plans and specifications of
                         all electrical installations which shall be connected
                         to the electrical system installed by the Landlord.

                    (c)  Include details of any proposed amendments, additions
                         or alterations to any electrical mechanical or other
                         building services.

                    (d)  Comply with all relevant Ordinances, regulations and
                         bye-laws from time to time issued by the Government of
                         Hong Kong.

              (B)   The Landlord shall inform the Tenant within 14 days from the
                    submission of the Tenant's Plans to the Landlord as to
                    whether the Tenant's Plans are approved or disapproved or
                    whether any modifications thereto are required.

              (C)   The Tenant acknowledges and agrees that no delay howsoever
                    occasioned in submitting or re-submitting the Tenant's Plans
                    including any delay on the part of the Landlord in the
                    approval of the same shall entitle him to any extension of
                    the rent free period as specified in Part IV of the First
                    Schedule, and subject to Clause 1.2 of the Fourth Schedule
                    hereto all interior fitting out and decoration works
                    (including any alterations required to the Building's
                    services) shall be at the Tenant's own cost and expense.


                                      -12-
<PAGE>


              (D)   Under no circumstances shall the Tenant be entitled to
                    commence any fitting out work to the Premises before the
                    Tenant's Plans shall have been approved by the Landlord.

              (E)   Any and all work involving any alteration to or modification
                    of or in any way associated with the electrical system, the
                    sprinkler system, the security system, the plumbing and
                    drainage system and piping and the fixed air-conditioning
                    ducting, chilled water pipes and air-conditioning controls
                    shall be carried out only by contractors in respect of whom
                    the prior approval in writing of the Landlord shall have
                    been obtained (such approval not to be unreasonably withheld
                    or delayed) IT BEING AGREED that in no circumstances shall
                    any such work be commenced or be permitted to be commenced
                    by any contractor who shall not first have been approved in
                    writing by the Landlord. All works to be carried out by the
                    Tenant its contractors or sub-contractors shall be carried
                    out in accordance with any FITOUT RULES as may be issued by
                    the Landlord or the Manager from time to time provided that
                    the same shall be reasonable and the Tenant shall pay and
                    reimburse to the Landlord on demand any fees and/or costs
                    incurred by the Landlord in consulting outside architect
                    and/or outside specialist consultants in respect of the
                    Tenant's fitting out plans.

              (F)   That the Tenant will not cause or permit to be made any
                    subsequent variation to the approved fitting out plans and
                    specifications or to the approved interior design or layout
                    of the Premises without the previous approval in writing of
                    the Landlord (such approval not to be unreasonably withheld
                    or delayed) and 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


                                      -13-
<PAGE>


                    any fees and/or costs incurred by the Landlord in consulting
                    outside architect and/or outside specialist consultants in
                    respect of such variations irrespective of whether approval
                    is ultimately granted.

To Keep the   3.04 To keep and maintain at the expense of the Tenant all the
Interior in   interior parts of the Premises including the flooring  raised
Good Repair   flooring and cables and wires installed thereunder the interior
              plaster or other finishing material or rendering to walls floors
              and ceilings and the Landlord's fixtures and fittings therein
              including (without limitation) all doors, windows, electrical
              installations and wiring, light fittings, suspended ceilings,
              fire fighting apparatus and air-conditioning ducting and all
              waste, drain, water and other pipes and sanitary apparatus and
              fittings therein and all painting, papering and decoration
              thereof in good clean tenantable substantial and proper repair
              and condition and as may be appropriate from time to time
              properly painted and decorated (fair wear and tear excepted).

Installation  3.05  (a)  To install all wires pipes and cables and Wires Cables
of Wires                 other services serving the Premises in and and Services
Cables and               through the ducts trunkings and conduits in the
Services                 Building provided by the Landlord for such purposes and
                         at all times in accordance with the Landlord's
                         directions and not to install any such wires pipes
                         cables or other services without first providing the
                         Landlord with full particulars and a fully detailed
                         plan and diagram of such intended installation and
                         obtaining the Landlord's consent in regard thereto
                         (which consent shall not be unreasonably withheld or
                         delayed).





                                      -14-
<PAGE>


                    (b)  To provide to the Landlord a full coloured diagram of
                         all electrical wiring to be installed by the Tenant
                         within or serving or connected to the Premises and/or
                         within the ducts, trunkings or conduits provided by the
                         Landlord within the Building for the installation of
                         electrical and/or fibre-optical or other wires or
                         cables or means of passing receiving or transmitting
                         information and all telephone and other service wires
                         conduits and cables installed by or at the order of the
                         Tenant and to clearly label and in accordance with any
                         directions given by the Landlord colour-code all such
                         wires conduits and cables to identify the same as being
                         the Tenant's and if required by the Landlord at the
                         expiration or sooner determination of the Term at the
                         Tenant's expense to remove the same from all ducts
                         conduits or trunkings within the Building taking care
                         not to disturb damage or interfere with any wires
                         cables or other means of communication belonging to the
                         Landlord or to other occupiers of any part or parts of
                         the Building or of any other part of the Development
                         that may have been installed within any such ducts
                         conduits or trunkings and making good any damage caused
                         by the Tenant in so doing and the Tenant will indemnify
                         and hold the Landlord harmless against any claim action
                         or demand that may be brought by any person suffering
                         any loss or damage or interference with business or
                         inconvenience caused by or arising from the Tenant's
                         action in complying with its obligations hereunder.


                                      -15-
<PAGE>


Repair of           3.06 To repair or replace if so required by the appropriate
Electrical          utility company, authority or statutory undertaker as the
Installations       case may be under the terms of the Electricity Supply
                    Ordinance or any statutory modification or re-enactment
                    thereof or any Orders in Council or Regulations made
                    thereunder all the electrical wiring installations and
                    fittings within the Premises installed by the Tenant and the
                    wiring from the Tenant's Meter or Meters to the Premises.

Good Repair         3.07 To maintain all toilets and sanitary and water
of Toilets          apparatus located within the Premises (or elsewhere if used
and Water           exclusively by the Tenant its employees invitees and
Apparatus           licensees) in good clean and tenantable state and in proper
                    repair and condition (excepted as in Clause 3.04 hereof
                    is excepted) at all times during the Term in accordance with
                    the Regulations of the Public Health or other Government
                    Authority concerned.

Cleaning of         3.08 To pay on demand to the Landlord the cost incurred by
Drains              the Landlord in cleansing and clearing any of the drains in
                    the Building that become choked or stopped up owing to the
                    improper or careless use of any toilet or water or sanitary
                    or drainage equipment by the Tenant or its employees
                    invitees contractors or licensees.

Repair of           3.09 TO reimburse to the Landlord the cost of repairing
Windows and         or replacing all broken or damaged windows or glass or glass
Glass               curtain wall of or corresponding to the Premises whether or
                    not the same was broken or damaged by the negligence of the
                    Tenant, and to pay or reimburse to the Landlord the cost of
                    repairing and replacing all broken or damaged part or parts
                    of the glass curtain wall of any other part or parts of the
                    Building or of the Development whether or not used
                    exclusively by the Tenant if the damage is caused by the
                    act, default, neglect or omission of the Tenant or any of
                    its servants, agents, employees, contractors or licensees.


                                      -16-
<PAGE>


Indemnification     3.10 To be wholly responsible for any loss damage or injury
of Landlord         caused to any person whomsoever or to any property
and Insurance       whatsoever directly or indirectly through the defective or
                    damaged condition or operation of any part of the interior
                    of the Premises or any machinery or plant or any fixtures or
                    fittings or wiring or piping therein for the repair of which
                    the Tenant is responsible hereunder or in any way or by or
                    owing to the spread of fire smoke or fumes or the leakage or
                    overflow of water of whatsoever origin from the Premises or
                    any part thereof or through the act default or neglect of
                    the Tenant its servants agents contractors licensees
                    partners or customers and to make good the same by payment
                    or otherwise and to indemnify the Landlord against all costs
                    claims demands actions and legal proceedings whatsoever made
                    upon the Landlord by any person in respect of any loss
                    damage or injury as aforesaid and all costs and expenses
                    incidental thereto and to effect adequate insurance cover in
                    respect of such risks in accordance with the provisions of
                    Clause 3.26 thereof.

Protection          3.11 To take all reasonable precautions to protect the
from                interior of the Premises from storm or typhoon damage or
typhoon             heavy rainfall or the like.

To permit           3.12 To permit the Landlord its agents and all persons
Landlord to         authorized by it with or without workmen or others and with
enter and view      or without appliances at all reasonable times and upon prior
                    reasonable notice (save in the case of an emergency) to
                    enter upon the Premises to view the condition thereof and to
                    take inventories of the Landlord's fixtures and fittings
                    therein and to carry out any work or repair required to be
                    done provided that in the event of an emergency the Landlord
                    its servants or agents may enter without notice and forcibly
                    if need be.


                                      -17-
<PAGE>

To execute          3.13 To proceed to make good all defects and wants of
repair on           repairs to the Premises for which the Tenant may be liable
receipt of          within the space of one month from the receipt of written
notice              notice from the Landlord to repair and make good the same,
                    and if the Tenant shall fail to proceed to execute such
                    works or repairs as aforementioned to permit the Landlord to
                    enter upon the Premises and execute the same and the cost
                    thereof shall be a debt due from the Tenant to the Landlord
                    and be recoverable forthwith by action.

Outside windows     3.14 To keep all windows of the Premises closed at all
                    times.

Inform              3.15 To give notice to the Landlord or its agent of any
Landlord            damage that the Premises may suffer and of any defect in the
of Damage           water and gas pipes electrical wiring or fittings, fittings
                    fixtures or other utility supply equipment provided by the
                    Landlord as soon as the Tenant becomes aware of any such
                    damage and defect.

Cleaning and        3.16 To keep the Premises at all times in a clean and
Cleaning            sanitary state and condition, and for the better observance
Contractors         hereof to employ as cleaners of the Premises (at the expense
                    of the Tenant) a firm of specialist cleaners to be nominated
                    by the Landlord.

Refuse and          3.17 To be responsible for the removal of refuse and garbage
Garbage             from the Premises to such location within or adjacent to the
Removal             Building as shall be specified by the Landlord or the
                    Manager from time to time and to use only such type of
                    refuse container as is specified by the Landlord from time
                    to time. In the event of the Landlord or the Manager
                    providing a collection service for refuse and garbage the
                    same shall be used by the Tenant to the exclusion of any
                    other similar service and the Tenant shall bear an
                    appropriate proportion of the reasonable cost of such
                    service.


                                      -18-
<PAGE>

Installation        3.18 Subject to sub-clause 3.03(E) of this Clause the Tenant
of Telephone        shall make its own arrangements with regard to the
Cables              installation of telephones or other communication systems in
                    the Premises, but the installation of telephone and
                    communication lines outside the Premises must be in the
                    common ducting provided in the Building for that purpose and
                    in all respects in accordance with the Landlord's
                    directions.

Directory           3.19 To pay the Landlord immediately upon demand the
Boards              reasonable cost of affixing repairing or replacing as
                    necessary the Tenant's name in lettering to the directory
                    board at the entrances to the Building and to the directory
                    board on the floor on which the Premises are situated.

Contractors         3.20 To be liable for any act default negligence or omission
Employees           of the Tenant's contractors employees invitees licensees as
Invitees and        if it were the act default negligence or omission of the
Licensees           Tenant and to indemnify the Landlord against all costs
                    claims demands expenses or liability to any third party in
                    connection therewith.

Damage to           3.21 To pay to the Landlord immediately on demand the costs
Building            of repairing any part of the Building or the Development or
                    any of the lifts or other services and facilities installed
                    therein that may be damaged by reason of any act default or
                    neglect on the part of the Tenant its agents servants
                    invitees or licensees.

Building Rules      3.22 To obey and comply with the Building Rules and Carpark
and Regulations     Rules made by the Manager from time to time pursuant to the
                    provisions of the Head Lease and also such Regulations as
                    may from time to time be made or adopted by the Landlord in
                    accordance with Section X hereof.

User                3.23 To use the Premises for the purposes described in the
                    Third Schedule and for no other purposes whatsoever.


                                      -19-
<PAGE>


Yield Up Premises   3.24 To yield up the Premises with all fixtures fittings and
& Handover          additions therein and thereto (other than the Tenant's
                    fixtures and fittings) at the expiration or sooner
                    determination of this Lease in good clean and tenantable
                    repair and condition in accordance with the stipulations
                    hereinbefore contained (excepted as in Clause 3.04 hereof is
                    excepted) together with all keys giving access to all parts
                    of the Premises Provided That the Tenant shall at the
                    Tenant's sole cost and expense remove or do away with all or
                    any alterations fixtures fittings or additions made or
                    installed by the Tenant or any part or portion thereof and
                    to make good and repair in a proper and workmanlike manner
                    any damage to the Premises and the Landlord's fixtures and
                    fittings therein as a result thereof and reinstate the
                    Premises or any part thereof to the original condition
                    thereof as at the date when possession was first handed over
                    to the Tenant before delivering up the Premises to the
                    Landlord PROVIDED FURTHER THAT without limitation to the
                    generality of the foregoing it is hereby expressly agreed
                    that:-

                    (a)  the Tenant shall remove all or any fixtures or fittings
                         purchased by the Tenant from the Landlord;

                    (b)  if the Tenant removes any of the raised floor panels
                         with or without the approval of the Landlord the Tenant
                         shall at its own risk cost and expense store all panels
                         so removed and shall upon the expiration or sooner
                         determination of this Lease at its cost and expense
                         reinstate the raised floor panels at the relevant part
                         of the Premises; and


                                      -20-
<PAGE>


                    (c)  if the Tenant carries out any other work to the raised
                         flooring system with or without the approval of the
                         Landlord the Tenant shall upon the expiration or sooner
                         determination of this Lease, at its own cost and
                         expense reinstate the raised flooring system to the
                         same condition as at the commencement of this Lease
                         (excepted as in Clause 3.04 hereof is excepted) and to
                         the extent to which such reinstatement cannot be
                         effected the Tenant shall at its own cost and expense
                         replace the relevant part of the raised flooring
                         system.

Inform Landlord     3.25 To inform the Landlord forthwith in writing of any
change of           change of the Tenant's business name.
business name

Insurance           3.26 To effect and during the currency of this tenancy and
                    any period during which the Tenant is in occupation of the
                    Premises or any part thereof insurance cover

                    (a)  in respect of third party and/or public liability for
                         loss or damage to any person or property whatsoever
                         caused through or by any act default or neglect of the
                         Tenant which might give rise to a claim of indemnity
                         pursuant to Clause 3.10 hereof;

                    (b)  in respect of the full replacement value of all glass
                         now or hereafter on or in the Premises; and

                    (c)  against damage to fixtures and fittings for the full
                         insurable value occurring in respect of the use or
                         misuse of the fire sprinkler system installed within
                         the Premises or the incursion of water herein.


                                      -21-
<PAGE>


                    The policy of insurance shall be endorsed to show the
                    Landlord as the beneficiary and shall be effected with a
                    reputable insurance company and in such amount as shall be
                    approved by the Landlord and shall contain a clause to the
                    effect that the insurance cover thereby effected and the
                    terms and conditions thereof shall not be cancelled modified
                    or restricted without notice in advance to the Landlord. The
                    Tenant hereby further undertakes to produce to the Landlord
                    as and when required by the Landlord such policy of
                    insurance together with a receipt for the last payment of
                    premium and a certificate from the insurance company that
                    the policy is in all respects valid and subsisting.

                                   SECTION IV

                       LANDLORD'S OBLIGATIONS AND RIGHTS

                    4. The Landlord agrees with the Tenant as follows:-

Quiet Enjoyment     4.01 To permit the Tenant (duly paying the rent, the
                    Air-conditioning Charges the Management Charges and rates
                    and other payments hereby agreed to be paid on the days and
                    in manner herein provided for payment of the same and
                    observing and performing the agreements stipulations terms
                    conditions and obligations herein contained) to have quiet
                    possession and enjoyment of the Premises during the Term
                    without any interruption by the Landlord or any person
                    lawfully claiming under or through or in trust for the
                    Landlord.

Government Rent     4.02 To pay the Government Rent, Property Tax and all
                    payments of a capital nature necessary for the proper
                    discharge of the Landlord's obligations and duties hereunder
                    attributable to or payable in respect of the Premises and to
                    pay all taxes, assessments, duties, impositions and charges
                    now or hereafter imposed or levied on the Landlord or owner
                    of the Premises by the Government of Hong Kong.


                                      -22-
<PAGE>


Roof and Main       4.03 To use its reasonable endeavours to maintain or cause
Structure           the Manager to maintain and keep the main structure roofs
                    main electricity supply cables main drains water pipes main
                    walls and exterior window frames of the Building (except in
                    so far as the same are within the responsibility of the
                    Tenant hereunder) in a proper and substantial state of
                    repair and condition Provided that the Landlord shall not be
                    liable for breach of this Clause unless and until written
                    notice of any defect or want of repair shall have been given
                    to the Landlord by the Tenant and the Landlord shall have
                    failed to take reasonable steps to repair or remedy the same
                    within a reasonable period after the service on it of such
                    notice.

Maintenance of      4.04 To carry out maintenance to the Common Areas of the
Common Areas        Building as the Landlord shall in its absolute discretion
                    decide necessary.

Maintenance of      4.05 To use its reasonable endeavours to maintain or cause
Services            the Manager to maintain the escalators, lifts, fire services
                    equipment, security installations and air-conditioning
                    plant and water chilling apparatus and other services
                    provided within the Building not within the Premises in
                    proper working order and condition.

Air-
conditioning


                    4.06 (a) The Landlord shall subject to Sub-clause 4.08(c) of
                             this Section and to Sub-clause 6.01(a) of Section
                             VI of this Lease provide and maintain or cause the
                             Manager to provide and maintain for the Premises
                             during Normal Business Hours as hereinafter defined
                             an air-conditioning service at a charge to the
                             Tenant as set out in Part II of the Second
                             Schedule;


                                      -23-
<PAGE>


                         (b) Subject to Sub-clause 4.08(c) of this Section and
                             to Sub-clause 6.01(a) of Section VI of this Lease
                             the Landlord shall supply or cause the Manager to
                             supply the Tenant with an air-conditioning service
                             outside Normal Business Hours as specified
                             hereunder upon request being made by the Tenant to
                             the Landlord. The cost of such additional hours of
                             air-conditioning service, including the cost of
                             running the necessary air-conditioning plant and
                             equipment, is currently HKS180.00 per hour for each
                             floor comprised in the Premises (subject to
                             reasonable change as determined by the Landlord and
                             notified to the Tenant from time to time) and shall
                             be paid on demand by the Tenant to the Landlord as
                             additional rent.

Observance of       4.07 To observe and perform all the covenants and conditions
the Head Lease      of the Head Lease and on the lessee's part to be observed
                    and performed, so far as they relate to the remaining parts
                    of the Building other than the Premises, or so far as the
                    Tenant is not liable for such performance under this Lease.

Rights Reserved     4.08 It is hereby agreed and expressly confirmed that the
to the Landlord     following rights are excepted and reserved to the Head
and the Manager     Landlord, the Landlord, the Manager and their respective
                    successors and assigns and all persons having the like right
                    throughout the Term:-


                    (a)  the right of free and uninterrupted passage and running
                         of water, soil, gas, drainage, electricity and all
                         other services or supplies through such sewers,
                         watercourses, conduits, pipes, wires, cables and ducts
                         as are now or may hereafter be in, on or


                                      -24-
<PAGE>


                         under the Premises and serving or capable of serving
                         the Building or any adjoining or neighbouring property
                         TOGETHER WITH the right to enter upon the Premises to
                         inspect repair replace or maintain any such sewers,
                         watercourses, conduits, pipes, wires, cables and ducts
                         Provided That the exercise of this right shall be in a
                         manner that is reasonable in all the circumstances;

                    (b)  the full and free right and liberty to enter upon the
                         Premises in the circumstances in which the agreements
                         by the Tenant contained in these presents permit such
                         entry and in particular but without prejudice to the
                         generality of the foregoing the right to enter into and
                         upon the Premises at all times by prior reasonable
                         notice to the Tenant for the purpose of obtaining
                         access to and egress from any machinery or switch rooms
                         or the like remaining under the control of the Head
                         Landlord, the Landlord or the Manager and located on
                         any of the floors of the Building on which any portion
                         of the Premises is situated;

                    (c)  the right from time to time on giving prior reasonable
                         notice to the Tenant (such notice not to be required in
                         case of emergency or breakdown) and causing as little
                         inconvenience to the Tenant as reasonably possible to
                         suspend the air-conditioning system, lifts, escalators
                         (if any), electric power, water supply and any other
                         building services provided in or serving the Building
                         for the purpose of servicing, maintaining, repairing,
                         renewing, improving or replacing the same and any of
                         them Provided however that (except in case of
                         unavoidable breakdown or emergency which puts or
                         requires all the lifts servicing the Premises to be put
                         out of action simultaneously) at least one of the lifts
                         serving the Premises shall be maintained in operation
                         in all times.


                                      -25-
<PAGE>


                                    SECTION V

                          RESTRICTIONS AND PROHIBITIONS

               5. The Tenant agrees with the Landlord and undertakes:-

Installation   5.01  (a) Not to make or permit or suffer to be made any
and                      alterations in or additions to the Premises or to
Alterations              the sprinkler system, electrical wiring
                         installations, air-conditioning ducting lighting
                         fixtures or other Landlord's fixtures or to install
                         any plant apparatus or machinery (other than normal
                         office machinery) therein without first having
                         obtained the written consent of the Landlord (such
                         consent shall not be unreasonably withheld or
                         delayed);

                    (b)  Not to place on any part of the Premises any object of
                         any kind including any safe of a weight in excess of
                         the maximum floor loading capacity of the Premises;

                    (c)  Not to install any air-conditioning plant or equipment
                         of any kind on or within or at any part of the Premises
                         without the prior consent of the Landlord in writing
                         (such consent shall not be unreasonably withheld or
                         delayed) AND the Tenant shall comply with the
                         reasonable directions and instructions of the Landlord
                         regarding installation and shall at its own expense be
                         responsible for their periodic inspection maintenance
                         and repair and for the replacement of defective wiring
                         and the Tenant shall be strictly liable for any damage
                         caused by the installation operation defect or removal
                         of such units;


                                      -26-
<PAGE>


                    (d)  Not to make or permit or suffer to be made any
                         alterations in or additions to the mechanical or
                         electrical installations in the Building nor to install
                         or permit or suffer to be installed any equipment,
                         apparatus or machinery which exceeds the loading of the
                         electrical installations in the Building nor to install
                         or permit or suffer to be installed any equipment,
                         apparatus or machinery which exceeds the loading of the
                         electrical main or wiring or which consumes electricity
                         not metered through the Tenant's separate meter;

                    (e)  Not to make or permit or suffer to be made any
                         alterations to any installation or fixture so as to
                         affect or be likely to affect the supply of water,
                         electricity or other utility or service to or in the
                         Building.

Injury to Walls     5.02 Not to cut maim or injure or permit or suffer to be cut
or Floors           maimed or injured any doors windows window frames walls
                    beams slabs structural members raised floors or other part
                    of the fabric of the Premises or any of the plumbing or
                    sanitary or air conditioning apparatus or installations
                    included therein or lay or use any floor covering or do
                    anything which may damage or penetrate the raised flooring
                    or slab without the prior written consent of the Landlord
                    (such consent shall not be unreasonably withheld or delayed
                    where the structure of the Premises is not affected).

No Alterations      5.03 Not to affix anything or paint or make any
To Exterior         alteration whatsoever to the exterior of the Premises.

Obstructions to     5.04 Not to block up, darken or obstruct or obscure any of
Outside Windows     the windows or lights belonging to the Premises.


                                      -27-
<PAGE>


Not Erect Gates     5.05 Not without the prior written consent of the Landlord
or Grilles          to erect or install doors, gates, grilles, shutters or other
                    similar installation whatsoever whether temporary or
                    permanent at the doorway or entrance to the Premises or at
                    any of the fire exits therefrom or erect any such door or
                    grille or shutter or gate that might in any way contravene
                    the regulations from time to time in force of the Fire
                    Services Department or other competent authority concerned,
                    nor in any other respect to contravene the said regulations.

 Noise              5.06 Not to cause or produce or suffer or permit to be
                    produced on or in the Premises any sound or noise (including
                    sound produced by broadcasting from Television, Radio and
                    any apparatus or instrument capable of producing or
                    reproducing music and sound) or any vibration or resonance
                    or other form of disturbance or other acts or things in or
                    on the Premises which is or are or may be or become a
                    nuisance or annoyance to the tenants or occupiers of
                    adjacent or neighbouring premises within the Building or in
                    any other part of Taikoo Place or elsewhere.

Signs               5.07 Not without the prior written approval of the Landlord
                    to exhibit and display within or on the exterior of the
                    Premises any writing sign signboard or other device whether
                    illuminated or not which may be visible from outside the
                    Premises nor without the Landlord's prior written consent to
                    affix any writing sign signboard or other device in at or
                    above any Common Area, lobby, landings or corridors of the
                    Building provided that notwithstanding any provision to the
                    contrary herein, the Tenant shall have the right to display
                    (a) two signs within the interior of each floor of the
                    Premises and (b) signs (one strip per floor of the Premises)
                    showing the name(s) of the occupant(s) of the Premises at
                    the Directory Board at the main lobby of the Building.

Auction Sales       5.08 Not to conduct or permit any auction fire bankruptcy
                    close out or similar sale of things or properties of any
                    kind to take place on the Premises.


                                      -28-
<PAGE>


Illegal or          5.09 Not to use or cause permit or suffer to be used any
 Immoral Use        part of the Premises for gambling or for any illegal immoral
                    or improper purposes or in any way so as to cause nuisance
                    annoyance inconvenience or damage or danger to the Landlord
                    or the tenants or occupiers of adjacent or neighbouring
                    premises.

Sleeping or         5.10 Not to use or permit the Premises or any part thereof
Domestic Use        to be used as sleeping quarters or as domestic premises
                    within the meaning of any ordinance for the time being in
                    force or allow any person to remain on the Premises
                    overnight without first obtaining the Landlord's permission
                    in writing for so doing.

Storage of          5.11 Not to use the Premises for the manufacture of goods or
Merchandise and     merchandise or for the storage of goods or merchandise other
Hazardous Goods     than in small quantities consistent with the nature of the
                    Tenant's trade or business by way of samples and exhibits
                    nor to keep or store or cause or permit or suffer to be kept
                    or stored thereat any arms or ammunition, gun-powder,
                    salt-petre, petroleum, liquified petroleum gas, butane gas,
                    kerosene or other explosive or dangerous hazardous or
                    prohibited goods within the meaning of the Dangerous Goods
                    Ordinance (Cap. 295) and the regulations made thereunder or
                    any Statutory modification or re-enactment thereof from time
                    to time in force.

User                5.12 Not to use the Premises for any purpose other than the
                    purpose specified in the Third Schedule and in particular
                    but without prejudice to the generality of the foregoing not
                    to use the Premises for the purpose of a Buddhist hall or
                    temple or for the performance of the ceremony known as Ta
                    Chai or for any similar ceremony or for any other religious
                    purpose or the performance of any religious ceremony.


                                      -29-
<PAGE>


Obstructions in     5.13 Not to place or leave or suffer or permit to be placed
Passages            or left by any contractor employee invitee or licensee of
                    the Tenant any boxes furniture articles or rubbish in the
                    entrance or any of the staircases passages or landings of
                    the Building used in common with other tenants or the
                    Landlord or otherwise encumber the same and the Landlord
                    shall be entitled without notice and at the Tenant's expense
                    to remove and dispose of as it sees fit any such material
                    aforesaid and the Landlord shall not thereby incur any
                    liability to the Tenant or to any person whomsoever and the
                    Tenant shall indemnify the Landlord against all losses
                    claims damages or expenses of and against the Landlord in
                    respect thereof.

Parking &           5.14 Not to park any vehicle in or obstruct or otherwise use
Loading             or permit any vehicle to be parked in or be obstructed or
                    otherwise used by any employee agent or licensee of the
                    Tenant any of those areas of the Building allocated to
                    parking or for the movement of or access for vehicles or
                    designated as loading/unloading areas other than in
                    accordance with the Building Rules and the Carpark Rules
                    made from time to time by the Manager under the Head Lease
                    and the Regulations made from time to time by the Landlord.

Deliveries          5.15 Not without the prior written consent of the Landlord
and use of          to take delivery to the Premises of furniture or other large
Passenger Lifts     objects during Normal Business Hours as hereinafter defined
                    (except by the service lifts in the Building) and not to
                    cause or suffer or permit passenger lifts to be used for
                    delivery purposes at any time or load or permit or suffer to
                    he loaded into any service lift or passenger lift in the
                    Building a weight greater than such lift is designed or
                    permitted to carry.


                                      -30-
<PAGE>


Preparation of      5.16 Not to cook or prepare or permit or suffer to be cooked
food and            or prepared any food (except for small quantities that may
prevention of       be for consumption or testing by the Tenant's employees or
Odours              customers Provided that the Tenant shall first apply for
                    appropriate licenses for such purposes from the relevant
                    government authorities as may be required by law) or permit
                    any offensive or unusual odours to be produced upon or
                    emanate from the Premises.


Not to Misuse       5.17 Not to use or permit or suffer to be used any lavatory
Lavatories          facilities whether shared with other tenants or occupiers of
                    the Building or reserved exclusively for the use of the
                    Tenant for any purpose other than that for which they are
                    intended and not to throw or permit or suffer to be thrown
                    into any W.C. pan, urinal, basin sink or other lavatory
                    fitting any foreign or deleterious substance of any kind and
                    to pay to the Landlord on demand the cost of any breakage,
                    blockage or damage resulting from a breach of this
                    provision.

Animals, pets       5.18 Not to keep or permit or suffer to be kept any animals
and                 or pets inside the Premises and to take all such steps and
infestation         precautions to the reasonable satisfaction of the Landlord
                    as shall be necessary to prevent the Premises or any part
                    thereof from becoming infested by termites rats mice roaches
                    or any other pests or vermin and for the better observance
                    hereof the Landlord may require the Tenant to employ at the
                    Tenant's cost such pest extermination contractors as the
                    Landlord may approve (which approval shall not be
                    unreasonably withheld or delayed).

No Touting          5.19 Not to tout or solicit or procure or permit any touting
                    or soliciting for business or the distribution of any
                    pamphlets notices or advertising matter outside the Premises
                    or anywhere within the Building by any of the Tenant's
                    servants agents licensees or permitted sub-tenants.


                                      -31-
<PAGE>


Breach of           5.20 Not to commit any breach of the provisions of the
Government          Government Lease or Conditions under which the Development
Lease or            is held from the Government or of the Head Lease or of the
Conditions or       Deed of Mutual Covenant (if any) or any Sub-Deed of Mutual
Deed of Mutual      Covenants affecting the Building and/or the Development and
Covenants           to indemnify the Landlord against the consequences of any
                    such breach.

Breach of           5.21 Not to cause suffer or permit to be done any act or
Insurance           thing whereby the policy or policies of insurance on the
Policy              Premises against damage by fire or liability to third
                    parties for the time being subsisting may become void or
                    voidable or whereby the rate of premium or premia thereon
                    may be increased and to repay to the Landlord on demand all
                    sums paid by the Landlord by way of increased premium or
                    premia thereon and all expenses incurred by the Landlord in
                    and about any renewal of such policy or policies arising
                    from or rendered necessary by such breach.

Alienation          5.22 The Tenant shall not assign underlet or otherwise part
                    with the possession of the Premises or any part thereof in
                    any way whether by way of sub-letting lending sharing or
                    other means whereby any person or persons not a party to
                    this Lease obtains the use or possession of the Premises or
                    any part thereof irrespective of whether any rental or other
                    consideration is given for such use or possession and in the
                    event of any such transfer sub-letting sharing assignment
                    or parting with the possession of the Premises (whether for
                    monetary consideration or not) this Lease shall absolutely
                    determine and the Tenant shall forthwith vacate the Premises
                    on notice to that effect from the Landlord. The Tenancy
                    shall be personal to the Tenant named in the First Schedule
                    to this Lease and without in any way limiting the generality
                    of the foregoing the following acts and events shall unless
                    approved in writing by the Landlord be deemed to be breaches
                    of this Clause:-


                                      -32-
<PAGE>


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

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

                         (c) In the case of a tenant which is a corporation
                             any takeover, amalgamation or voluntary liquidation
                             thereof:

                         (d) 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 Premises or any part thereof or does in fact
                             use possess occupy or enjoy the same;

                         (e) The change of the Tenant's business name

                         PROVIDED that the sharing of the Premises or any
                         part (s) thereof as Licensee(s) only with any one
                         or more company or companies which is/are and
                         remain(s) at all times a Related Company of the
                         Tenant (as hereinafter defined) shall not be a
                         breach of this clause provided that the Tenant
                         provides full particulars beforehand to the
                         Landlord of such sharing and of the Related Company
                         of the Tenant concerned and provided that such
                         sharing of occupation is terminated forthwith in
                         the event that such company ceases to be a Related
                         Company of the Tenant as so defined.


                                      -33-
<PAGE>


Advertising of      5.23 Not to erect upon the Premises, the Building or any
 Premises           part thereof any sign or display advertising the Premises or
                    any part thereof as being available for letting or
                    sub-letting or issue any pamphlet publicity or advertisement
                    in any form whatsoever with regard to any proposed letting
                    or sub-letting of the Premises.


Not to commit       5.24 Not to do omit suffer or permit in relation to the
breach of Head      Premises anything in contravention of any of the lessee's
Lease               covenants and other provisions in the Head Lease contained
                    or any act or thing which would or might cause the Landlord
                    to be in breach of the Head Lease.

                                   SECTION VI
                                   EXCLUSIONS

                    6.01 IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that
                    the Landlord shall not in any circumstances (other than
                    those arising from its own gross negligence or wilful
                    default or that of its servants contractors agents or
                    licensees) be liable to the Tenant or any other person
                    whomsoever:-

Lifts, Air-         (a)  In respect of any loss of profit or of business or loss
conditioning,            of life or loss, injury or damage to person or property
Utilities                or for any disruption or inconvenience caused to or
                         suffered or sustained by the Tenant or any other person
                         caused by or through or in any way owing to or arising
                         out of or connected with any defect in or breakdown or
                         suspension of service of the lifts air-conditioning
                         system, electric power or water supplies, or any other
                         building service provided in or serving the Building,
                         or



                                      -34-
<PAGE>


Fire and            (b)  In respect of any loss of profit or of business or
overflow of              loss of life or loss injury or damage to person or
water                    property or for any disruption or inconvenience caused
                         to or suffered or sustained by the Tenant or any other
                         person caused by or through or in any way owing to or
                         arising out of or connected with any escape of fumes
                         smoke fire or any other substance or thing or the
                         overflow of water from anywhere within the Building or
                         any part of the Development or in any way attributable
                         to fire storm tempest flood Act of God or other
                         inevitable accident, or


Security            (c)  For the security or safekeeping of the Premises or any
                         contents therein and in particular but without
                         prejudice to the generality of the foregoing the
                         provision by the Landlord or the Manager or watchmen
                         and caretakers shall not create any obligation on the
                         part of the Landlord or the Manager as to the security
                         of the Premises or any contents therein and the
                         responsibility for the safety of the Premises and the
                         contents thereof shall at all times rest with the
                         Tenant.

                                   SECTION VII
                               SUSPENSION OF RENT

Suspension of       7.01 If the Premises or the Building or any part thereof
Rent in case of     shall at any time during the Term be destroyed or damaged or
fire etc.           become inaccessible owing to fire water storm typhoon
                    defective construction white ants earthquake subsidence of
                    the ground or any calamity beyond the control of the
                    Landlord or the Tenant so as to render the Premises or any
                    part thereof unfit for commercial use or inaccessible and
                    the policy or policies of insurance for such risk effected
                    by the Landlord shall not have been vitiated or payment of
                    the policy moneys refused in whole or in part in consequence
                    of any act or default of the Tenant or if at any time during
                    the continuance of this tenancy the Premises shall be
                    condemned as a dangerous


                                      -35-
<PAGE>


                    structure or a demolition order or closing order shall
                    become operative in respect of the Premises or any part
                    thereof then the rent and other charges hereby reserved or a
                    fair proportion thereof according to the nature and extent
                    of the damage sustained or order made shall be suspended,
                    rent and other charges paid in advance in respect of the
                    current month being refunded, until the Premises shall again
                    be rendered accessible and fit for commercial use PROVIDED
                    THAT in circumstances when the whole or substantially the
                    whole of the Premises have been rendered inaccessible or
                    unfit for commercial use and should the Premises not have
                    been reinstated in the meantime either the Landlord or the
                    Tenant may at any time after two months from the occurrence
                    of such damage or destruction or order give to the other of
                    them notice in writing to determine this Lease and thereupon
                    the same and everything herein contained shall cease and be
                    void as from the date of the occurrence of such destruction
                    or damage or order or of the Premises or any part thereof
                    becoming inaccessible or unfit for commercial use 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
                    payable hereunder prior to the coming into effect of the
                    suspension.

                                  SECTION VIII
                                     DEFAULT

                    8. It is hereby expressly agreed and declared as follows:-

Default             8.01 If the rent and/or the Air-conditioning Charges or
                    Management Charges or any other moneys payable hereunder or
                    any part thereof shall be in arrears for fifteen (15) days
                    after the same shall have become payable (whether formally
                    demanded or not) or if there shall be


                                      -36-
<PAGE>


                    any breach or non-performance of any of the stipulations
                    conditions or agreements herein contained and on the part of
                    the Tenant to be observed or performed or if the Tenant
                    shall stop or suspend payment of its debts or be unable to
                    or admit inability to pay its debts as they fall due or
                    enter into any scheme of arrangement with its creditors or
                    have an encumbrancer take possession of any of its assets or
                    have a receiving order made against it or in such
                    circumstances as aforesaid fail to satisfy any judgement
                    that may be given in any action against it after final
                    appeal or go into liquidation (save for the purposes of
                    amalgamation or reconstruction) or if the Tenant shall
                    suffer execution to be levied upon the Premises (except upon
                    such part thereof which has been sublet with the Landlord's
                    consent) or otherwise on the Tenant's goods or if in such
                    circumstances as aforesaid the Tenant shall suspend or cease
                    or threaten to suspend or cease to carry out its business or
                    should any event occur or proceeding be taken with respect
                    to the Tenant in any jurisdiction to which the tenant is
                    subject which has an effect equivalent or similar to any of
                    the events or circumstances described above then and in any
                    such case it shall be lawful for the Landlord at any time
                    thereafter to re-enter on and upon the Premises or any part
                    thereof in the name of the whole and thereupon this Lease
                    shall absolutely determine but without prejudice to any
                    right of action or non-observance or non-performance by the
                    Tenant of any of the terms of this Lease. A written notice
                    served by the Landlord on the Tenant in manner hereinafter
                    provided to the effect that the Landlord thereby exercises
                    the power of determination and/or re-entry hereinbefore
                    contained shall be a full and sufficient exercise of such
                    power without physical entry on the part of the Landlord
                    notwithstanding any statutory or common law provision to the
                    contrary. All costs and expenses including legal costs
                    incurred by the Landlord in demanding and enforcing payment
                    of the rent and other charges payable hereunder (if the
                    Landlord elects to demand) and in exercising its rights
                    and/or remedies or in attempting to do so shall be paid by
                    the Tenant and shall be recoverable from the Tenant as a
                    debt.


                                      -37-
<PAGE>


 Interest           8.02 Notwithstanding anything herein contained in the event
                    of default in payment of rent or other monies payable by the
                    Tenant hereunder (whether formally demanded or not) the
                    Tenant shall pay to the Landlord on demand daily interest on
                    all such sums outstanding at the rate of 3% above the prime
                    lending rate of the Hongkong and Shanghai Banking
                    Corporation Limited from time to time calculated from the
                    date on which the same shall be due for payment. (in
                    accordance with the provisions contained in that behalf
                    herein) until the date of payment provided that the demand
                    and/or receipt by the Landlord of interest pursuant to this
                    Clause shall be without prejudice to and shall not affect
                    the right of the Landlord to exercise any other right or
                    remedy hereof (including but without prejudice to the
                    generality of the foregoing the right of re-entry)
                    exercisable under the terms of this Lease.

Acceptance of       8.03 The acceptance of any rent by the Landlord shall not be
Rent                deemed to operate as a waiver by the Landlord of any right
                    to proceed against the Tenant in respect of any breach
                    non-observance or non-performance by the Tenant of any of
                    the agreements stipulations terms and conditions herein
                    contained and on the part of the Tenant to be observed and
                    performed.


                       Without prejudice to the other rights of the Landlord, if
                    the Tenant shall during the Term default in payment of any
                    of the Rent or other sums payable by the Tenant hereunder
                    for more than three (3) times, the Tenant shall be deemed to
                    have persistently failed to pay the Rent on its due date
                    causing administrative inconvenience or nuisance to the
                    Landlord and the Landlord shall be entitled to terminate
                    the Agreement forthwith. On the exercise of the Landlord's
                    right of termination under this Agreement, the Landlord
                    shall have the right, if this Agreement shall have been
                    registered in the Land Registry, to register at the Land
                    Registry an instrument signed by the Landlord alone to
                    terminate this Agreement and this sub-clause shall not
                    prevent the Landlord from recovering


                                      -38-
<PAGE>


                    in addition to interest, other amounts or loss suffered by
                    the Landlord by reason of the Tenant's breach. Time for
                    payment by the Tenant of any money payable hereunder shall
                    be of the essence of this Agreement in every respect.

Acts of Employees   8.04 For the purpose of these presents any act default
Invitees and        neglect or omission of any guest visitor servant contractor
Licenses            employee agent invitee or licensee of the Tenant shall be
                    deemed to be the act default neglect or omission of the
                    Tenant.

Distraint           8.05 For the purposes of Part III of the Landlord and Tenant
                    (Consolidation) Ordinance (Chapter 7) and of these presents,
                    the rent payable in respect of the Premises shall be and be
                    deemed to be in arrears if not paid in advance at the times
                    and in the manner hereinbefore provided for payment thereof.

Exercise of         8.06 A written notice served by the Landlord on the Tenant
Right of Re-        in manner hereinafter mentioned to the effect that the
Entry               Landlord thereby exercises the power of re-entry herein
                    contained shall be a full and sufficient exercise of such
                    power without actual entry on the part of the Landlord.

[For Cash deposit only]

                                    SECTION IX

                                     DEPOSIT

Deposit             9.01 The Tenant shall on the signing hereof deposit with the
                    Landlord in cash the sum or sums specified in paragraph (1)
                    of Part IV of the Second Schedule ("the Deposit") to secure
                    the due observance and performance by the Tenant of the
                    agreements stipulations terms and conditions herein
                    contained and on the part of the Tenant to be observed and
                    performed which Deposit shall be held by the Landlord
                    throughout the currency of this Lease free of any interest
                    to the Tenant with the right for the


                                      -39-
<PAGE>


                    Landlord (without prejudice to any other right or remedy
                    hereunder) to deduct therefrom the amount of any rent rates
                    and other charges payable hereunder and any costs expenses
                    loss or damage sustained by the Landlord as the result of
                    any non-observance or non-performance by the Tenant of any
                    of the agreements, stipulations, obligations or conditions.
                    In the event of any deduction being made by the Landlord
                    from the Deposit in accordance herewith during the currency
                    of this Lease the Tenant shall forthwith on demand by the
                    Landlord make a further deposit equal to the amount so
                    deducted and failure by the Tenant so to do shall entitle
                    the Landlord forthwith to re-enter upon the Premises and to
                    determine this Lease as hereinbefore provided.

Increase of         9.02 The amount of the cash deposit stipulated in Clause
Deposit             9.01 shall be increased, following each and any review in
                    rent to market rent or increase in Air-Conditioning Charges
                    and/or Management Charges, so that the total amount of the
                    Deposit shall be for a sum equal to (i) [ ] months' rent at
                    the rent payable after the review in question. (iii) [ ]
                    months' Air-conditioning Charges at the rate at that time
                    payable by the Tenant hereunder and (iii) [ ] months'
                    Management Charges at the rate at that time payable by the
                    Tenant hereunder.

Repayment of        9.03 Subject as aforesaid the Deposit and any further
Deposit             deposits paid shall be refunded to the Tenant by the
                    Landlord without interest within thirty days after the
                    expiration or sooner determination of this Lease and
                    delivery of vacant possession to the Landlord and after
                    settlement of the last outstanding claim by the Landlord
                    against the Tenant for any arrears of rent rates and other
                    charges and for any breach non-observance or non-
                    performance of any of the agreements stipulations terms and
                    conditions herein contained and on the part of the Tenant to
                    be observed or performed whichever shall be the later


                                      -40-
<PAGE>


Transfer of         9.04 The parties hereto agree that in the event of the
Deposit             Landlord assigning or transferring the ownership of the
                    Premises or the Building of which the Premises forms part to
                    any person ("the New Owner") prior to the termination of the
                    Term of this Lease subject to and with the benefit of this
                    Lease, the Landlord shall be at liberty to transfer the
                    Deposit paid by the Tenant under the Lease (less any
                    deduction which the Landlord may make according to the terms
                    of this Lease and the said rental deposit or the balance
                    thereof after the said deduction shall hereinafter be
                    referred to as "the Rental Deposit") to the New Owner and in
                    that event the Tenant shall waive all claims against the
                    Landlord for the refund of the Rental Deposit but nothing
                    herein provided shall prejudice or affect the right of the
                    Tenant to claim against the New Owner for refund of the same
                    AND a written notice sent by the Landlord or the Landlord's
                    solicitors by ordinary post to the Tenant to the address
                    stated herein notifying the change of ownership of the
                    Premises shall be conclusive evidence that the Rental
                    Deposit has been transferred to the New Owner unless the
                    contrary intention is expressed in the said notice.

[Bank Guarantee]
                                   SECTION IX

                                     DEPOSIT

Deposit             9.01 The Tenant shall on the signing hereof provide the
                    Landlord with a bank guarantee for the sum specified in
                    paragraph (1) of Part IV of the Second Schedule ("the Bank
                    Guarantee") to secure the due observance and performance by
                    the Tenant of the agreements stipulations terms and
                    conditions herein contained and on the part of the Tenant to
                    be observed and performed which Bank Guarantee shall be held
                    by the Landlord throughout the currency of this Lease free
                    of any interest to the Tenant


                                      -41-
<PAGE>


                    with the right for the Landlord (without prejudice to any
                    other right or remedy hereunder) to enforce the Bank
                    Guarantee for payment of the amount of any rent rates and
                    other charges payable hereunder and any costs expenses loss
                    or damage sustained by the Landlord as the result of any
                    non-observance or non-performance by the Tenant of any of
                    the agreements, stipulations, obligations or conditions. In
                    the event the Bank Guarantee being enforced by the Landlord
                    in accordance herewith during the currency of this Lease the
                    Tenant shall forthwith on demand by the Landlord provide a
                    further bank guarantee equal to the amount so enforced and
                    failure by the Tenant so to do shall entitle the Landlord
                    forthwith to re-enter upon the Premises and to determine
                    this Lease as hereinbefore provided.

Increase of         9.02 The extent of the amount of the Bank Guarantee
Deposit             stipulated in Clause 9.01 shall be increased, following each
                    and any review in rent to market rent or increase in
                    Air-conditioning Charges and/or Management Charges, so that
                    the total extent of the Bank Guarantee shall be for a sum
                    equal to (i) [ ] months' rent at the rent payable after the
                    review in question. (ii) [ ] months' Air-conditioning
                    Charges at the rate at that time payable by the Tenant
                    hereunder and (iii) [ ] months' Management Charges at the
                    rate at that time payable by the Tenant hereunder.

Cancellation of     9.03 Subject as aforesaid the Bank Guarantee and any further
guarantee           bank guarantees or supplements provided shall be returned to
                    the Tenant for cancellation by the Landlord without interest
                    within sixty days after the expiration or sooner
                    determination of this Lease and delivery of vacant
                    possession to the Landlord and after settlement of the last
                    outstanding claim by the Landlord against the Tenant for any
                    arrears of rent rates and other charges and for any breach
                    non-observance or non-performance of any of the agreements
                    stipulations terms and conditions herein contained and on
                    the part of the Tenant to be observed or performed whichever
                    shall be the later.


                                      -42-
<PAGE>


Issue of            9.04 The parties hereto agree that in the event of the
replacement         Landlord assigning or transferring the ownership of the
guarantee           Premises or the Building of which the Premises forms part to
                    any person ("the New Owner") prior to the termination of the
                    Term of this Lease subject to and with the benefit of this
                    Lease, the Landlord shall be at liberty to transfer/assign
                    the benefits of the Bank Guarantee provided by the Tenant to
                    the New Owner but in the event the Bank Guarantee is not
                    transferrable nor assignable, the Tenant shall provide a new
                    bank guarantee to the New Owner in replacement of the Bank
                    Guarantee if so requested by the Landlord. The aforesaid
                    transfer shall be subject to the right of the Landlord to
                    enforce the Bank Guarantee under the terms of this Lease and
                    in the event of transfer or assignment as aforesaid, the
                    Tenant shall waive all claims against the Landlord for the
                    return of the Bank Guarantee if it has been transferred or
                    assigned as aforesaid but nothing herein provided shall
                    prejudice or affect the right of the Tenant to claim against
                    the New Owner for return of the same AND a written notice
                    sent by the Landlord or the Landlord's solicitors by
                    ordinary post to the Tenant to the address stated herein
                    notifying the change of ownership of the Premises shall be
                    conclusive evidence that the Bank Guarantee has been
                    transferred (if it has not been replaced) to the New Owner
                    unless the contrary intention is expressed in the said
                    notice.


                                      -43-
<PAGE>


[Cash Deposit and Bank Guarantee]

                                    SECTION IX

                                     DEPOSIT

Cash Deposit        9.01 The Tenant shall on the signing hereof deposit with the
                    Landlord in cash the sum or sums specified in paragraph (1)
                    of Part IV of the Second Schedule ("the Cash Deposit") and
                    provide to the Landlord a bank Guarantee for such amount
                    specified in paragraph ( 2 ) of Part IV of the Second
                    Schedule ("the Bank Guarantee") (the Cash deposit and the
                    Bank Guarantee are collectively referred to as "the
                    Deposit") to secure the due observance and performance by
                    the Tenant of the agreements stipulations terms and
                    conditions herein contained and on the part of the Tenant to
                    be observed and performed which Deposit shall be held by the
                    Landlord throughout the currency of this Lease free of any
                    interest to the Tenant with the right for the Landlord
                    (without prejudice to any other right or remedy hereunder)
                    to deduct from the Cash Deposit the amount of and/or to
                    enforce the Bank Guarantee for payment of any rent rates and
                    other charges payable hereunder and any costs expenses loss
                    or damage sustained by the Landlord as the result of any
                    non-observance or non-performance by the Tenant of any of
                    the agreements, stipulations, obligations or conditions. In
                    the event of any deduction being made by the Landlord from
                    the Cash Deposit and/or the Bank Guarantee being enforced by
                    the Landlord in accordance herewith during the currency of
                    this Lease the Tenant shall forthwith on demand by the
                    Landlord make a further deposit equal to the amount so
                    deducted and/or to provide a further bank guarantee equal to
                    the amount so enforced and failure by the Tenant so to do
                    shall entitle the Landlord forthwith to re-enter upon the
                    Premises and to determine this Lease as hereinbefore
                    provided.


                                      -44-
<PAGE>


Increase of         9.02 The amount of the Cash Deposit and the extent of the
Deposit             Bank Guarantee stipulated in Clause 9.01 shall be increased,
                    following each and any review in rent to market rent or
                    increase in Air-conditioning Charges and/or Management
                    Charges, so that the total amount of the Cash Deposit and
                    the extent of the Bank Guarantee shall be for a sum equal to
                    (i) [three months'] rent at the rent payable after the
                    review in question. (ii) [three months'] Air-conditioning
                    Charges at the rate at that time payable by the Tenant
                    hereunder and (iii) [three months'] Management Charges at
                    the rate at that time payable by the Tenant hereunder.

Repayment of        9.03 Subject as aforesaid, (i) the Cash Deposit and any
Deposit             further cash deposits paid shall be refunded and the Bank
                    Guarantee and any further bank guarantees and supplements
                    provided shall be returned to the Tenant by the Landlord
                    without interest within thirty days for Cash Deposits and
                    within sixty days for Bank Guarantee after the expiration or
                    sooner determination of this Lease and delivery of vacant
                    possession to the Landlord and after settlement of the last
                    outstanding claim by the Landlord against the Tenant for any
                    arrears of rent rates and other charges and for any breach
                    non-observance or non-performance of any of the agreements
                    stipulations terms and conditions herein contained and on
                    the part of the Tenant to be observed or performed whichever
                    shall be the later.

Transfer of         9.04 The parties hereto agree that in the event of the
Deposit             Landlord assigning or transferring the ownership of the
                    Premises or the Building of which the Premises forms part to
                    any person ("the New Owner") prior to the termination of the
                    Term of this Lease subject to and with the benefit of this
                    Lease, the Landlord shall be at liberty to transfer the Cash
                    Deposit paid and transfer/assign the


                                      -45-
<PAGE>


                    benefits of the Bank Guarantee provided by the Tenant to the
                    New Owner but in the event the Bank Guarantee is not
                    transferrable nor assignable, the Tenant shall provide a new
                    bank guarantee to the New Owner in replacement of the Bank
                    Guarantee if so requested by the Landlord. The aforesaid
                    transfer or assignment shall be subject to (i) any deduction
                    which the Landlord may make according to the terms of this
                    Lease and the said rental deposit or the balance thereof
                    after the said deduction shall hereinafter be referred to as
                    "the Rental Deposit" and/or (ii) the Landlord's right to
                    enforce the Bank Guarantee in accordance with the terms of
                    this Lease and in the event of transfer or assignment as
                    aforesaid, the Tenant shall waive all claims against the
                    Landlord for the refund of the Rental Deposit and the return
                    of the Bank Guarantee if the Bank Guarantee has been
                    transferred or assigned as aforesaid but nothing herein
                    provided shall prejudice or affect the right of the Tenant
                    to claim against the New Owner for refund or return of the
                    same AND a written notice sent by the Landlord or the
                    Landlord's solicitors by ordinary post to the Tenant to the
                    address stated herein notifying the change of ownership of
                    the Premises shall be conclusive evidence that the Rental
                    Deposit has been transferred and the Bank Guarantee has been
                    assigned (if it has not been replaced) to the New Owner
                    unless the contrary intention is expressed in the said
                    notice.

                                   SECTION X

                                  REGULATIONS

Introduction of     10.01 The Landlord shall be entitled from time to time
Regulations         and by notice in writing to the Tenant to make introduce
                    and subsequently amend adopt or abolish if necessary such
                    Regulations as it may reasonably consider necessary for
                    the proper operation and maintenance of the Building.


                                      -46-
<PAGE>


Conflict            10.02 Such Regulations shall be supplementary to the terms
                    and conditions contained in this Lease and shall not in any
                    way derogate from such terms and conditions. In the event of
                    conflict between such Regulations and the terms and
                    conditions of this Lease the terms and conditions of this
                    Lease shall prevail.

Exclusion of        10.03 The Landlord shall not be liable for any loss or
Liability           damage howsoever caused or arising from any non-enforcement
                    of the Regulations or non-observance thereof by any person.

                                   SECTION XI

                        INTERPRETATION AND MISCELLANEOUS

Marginal Notes,     11.01 The Marginal Notes, Headings and Index are intended
Headings and        for guidance only and do not form a part of this Lease nor
Index               shall any of the provisions of this Lease be construed or
                    interpreted by reference thereto or in any way affected or
                    limited thereby.

Definitions         11.02 In this Lease the following expressions whenever used
                    shall (save where the context otherwise requires) have the
                    following meanings:-

                    "the Building" means that part of the two commercial/office
                    towers constructed as part of the Development known as PCCW
                    Tower of which particulars are contained in Part II of the
                    First Schedule hereto.


                                      -47-
<PAGE>


                    "the Development" means the development comprising two
                    office/commercial towers with car-parking and other
                    facilities erected on some part or parts of the piece or
                    parcel of land at Taikoo Place, Quarry Bay, Hong Kong know
                    and registered at the Land Registry as SECTION S AND THE
                    REMAINING PORTION OF QUARRY BAY MARINE LOT NO. 1 comprising
                    both the tower block now know as "Dorset House" and the
                    Building and the podium on which the same are constructed.

                    "the Manager" means the Manager from time to time of the
                    Development appointed pursuant to the provisions of the Head
                    Lease.

                    "Normal Business Hours" means the hours other than on
                    Sundays and Public Holidays, between 8.00 a.m. and 7.00 p.m.
                    on each Monday to Friday and between 8.00 a.m. and 2.00 p.m.
                    on each Saturday which is not a Public Holiday.

                    "Related Company" means and any other entity:
                    (a) not less than 10% of whose voting shares or securities;
                        or
                    (b) not less than 10% of the composition of whose broad of
                        directors; or
                    (c) not less than 10% of whose issued share capital or
                        ownership interest;
                    are now or hereafter owned or controlled directly or
                    indirectly by.

Gender              11.03 In this Lease unless the context otherwise requires
                    words importing the singular number shall include the plural
                    number and vice versa and words importing a gender shall
                    include every gender and references to persons include
                    bodies corporate or unincorporate.

Lettable Floor      11.04 For the purposes of Special Conditions set out in the
Area                Fourth Schedule hereto, the lettable floor area of the
                    Premises shall be deemed to be square feet.



                                      -48-
<PAGE>


Name of             11.05 The Landlord reserves the right to name the Building
Building            with any such name or style as it in its sole discretion may
                    determine and at any time and from time to time to change,
                    alter, substitute or abandon any such name without thereby
                    becoming liable to compensate the Tenant for any loss
                    expense or inconvenience caused to the Tenant as a
                    consequence thereof provided that the Landlord shall give
                    the Tenant and the Postal and other relevant Government
                    Authorities not less than three months' notice of its
                    intention so to do.

Alterations to      11.06 The Landlord reserves the right from time to time to
the Building        improve extend or add to or reduce the Building or in any
                    manner whatsoever to alter or deal with the Building (other
                    than the Premises) without being liable to the Tenant in
                    respect thereof Provided always that such improvements and
                    alterations shall not affect the area of the Premises and in
                    exercising such right the Landlord will endeavour to cause
                    as little inconvenience to the Tenant as is practicable in
                    the circumstances and the Tenant shall not make any claim
                    against the Landlord for any inconvenience caused.

Condonation not     11.07 No condoning, excusing or overlooking by the Landlord
a Waiver            of any default, breach or non-observance or non-performance
                    by the Tenant at any time or times of any of the agreements
                    stipulations terms and conditions herein contained shall
                    operate as a waiver of the Landlord's rights hereunder in
                    respect of any continuing or subsequent default, breach or
                    non-observance or non-performance or so as to defeat or
                    affect in any way the rights and remedies of the Landlord
                    hereunder in respect of any such continuing or subsequent
                    default or breach and no waiver by the Landlord shall be
                    inferred from or implied by anything done or omitted by the
                    Landlord, unless expressed in writing and signed by the
                    Landlord. Any consent given by the Landlord shall operate as
                    a consent only for the particular matter to which it relates


                                      -49-
<PAGE>


                    and shall in no way be considered as a waiver or release of
                    any of the provisions hereof nor shall it be construed as
                    dispensing with the necessity of obtaining the specific
                    written consent of the Landlord in the future, unless
                    expressly so provided.

Letting Notices     11.08 During the three months immediately before the
and Entry           expiration or sooner determination of the Term the Landlord
                    shall be at liberty to affix and maintain without
                    interference upon any external part of the Premises a notice
                    stating that the Premises are to be let and such other
                    information in connection therewith as the Landlord shall
                    reasonably require.

Service of          11.09 Any notice required to be served on the Tenant shall
Notices             be sufficiently served if delivered or despatched by
                    registered post to or left at the Premises. Any notice
                    required to be served on the Landlord shall be sufficiently
                    served if delivered or despatched by registered post to its
                    principal place of business from time to time. A notice sent
                    by registered post shall be deemed to be given at the time
                    and date of posting.

Stamp Duty and      11.10 Each of the parties hereto shall bear its own legal
Costs               costs in relation to the preparation approval and execution
                    of this Lease. The stamp duty hereon and Land Registry fees
                    (if any) shall be borne by the Landlord and the Tenant in
                    equal shares.

Deed of Mutual      11.11 The Tenant shall observe and comply with and perform
Covenant            all covenants terms and provisions in any Deed of Mutual
                    Covenant and Management Agreement now or at any future time
                    in force relating to the Building so far as they relate to
                    the premises and shall indemnify the Landlord against the
                    breach non-observance or non-performance thereof provided
                    however that such documents shall not contain any covenants
                    or conditions expressed to be binding upon the owner or
                    occupier or any tenant of any


                                      -50-
<PAGE>


                    portion of the Building which shall be incompatible with or
                    place any unreasonable restriction upon the proper use of
                    the Premises by the Tenant for the purposes of its
                    legitimate business as described in the Third Schedule and
                    shall not derogate from any of the rights and privileges
                    granted to the Tenant by virtue of the provisions of this
                    Lease.

No Key Money        11.12 The Tenant hereby expressly declares that for the
                    grant of the Term no key money or premium or construction
                    money or other consideration otherwise than the rent and
                    other payments herein expressly reserved and expressed to be
                    payable has been paid or will be payable to the Landlord or
                    to any person whomsoever.

Entire              11.13 This Lease sets out the full agreement between the
Agreement           parties. No warranties or representatives express or implied
                    of any kind other than those set out herein (if any) are or
                    have been made or given by the Landlord or by anybody on his
                    behalf and if any such warranties or representations express
                    or implied have been made, the same are withdrawn or deemed
                    to have been withdrawn immediately before the execution of
                    this Lease.

                                   SECTION XII

                               SPECIAL CONDITIONS

Special             12. The parties hereto further agree that they shall
Conditions          respectively be bound by and entitled to the benefit of the
                    Special Conditions set forth in the Fourth Schedule. 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 and in other parts of this Lease, the terms and
                    conditions in the Fourth Schedule shall prevail.

                    IN WITNESS whereof the parties have caused this document to
                    be executed the day and year first above written.


                                      -51-
<PAGE>


                      THE FIRST SCHEDULE ABOVE REFERRED TO
                      ------------------------------------

                                     PART I
                                     ------


LANDLORD              :  PARTNER LINK INVESTMENTS LIMITED

PRINCIPAL PLACE       :  39th Floor, PCCW Tower, Taikoo Place,
OF BUSINESS              979 King's Road, Quarry Bay, Hong Kong

TENANT                :

PLACE OF INCORPORATION:

REGISTERED OFFICE     :

                                     PART II
                                     -------

THE BUILDING          :  The multi-storeyed commercial/office building
                         erected as part of the Development erected on
                         Section S and The Remaining Portion of Quarry
                         Bay Marine Lot No. 1 and known as:
                                      PCCW TOWER
                                      Taikoo Place,
                                      979 King's Road,
                                      Quarry Bay,
                                      Hong Kong.

THE PREMISES          :  All Those     th Floor of the Building which for
                         the purposes of identification only are shown
                         and coloured Pink on the th Floor Plan
                         hereto annexed.

                                    PART III
                                    --------

TERM                  :  A term of    Years commencing on the        day of
                                   200  and expiring on the              day of
                         200 .


                                      -52-
<PAGE>


                                     PART IV
                                     -------

RENT FREE  PERIOD      : Notwithstanding  anything  to the  contrary  herein,  a
                         rent free  period of ( ) months from the commencement
                         of the Term shall be given during which rent free
                         period the Tenant

                        (a) shall not be required to pay rent;

                        (b) but shall be obliged to pay rates, Air-
                             Conditioning Charges and Management Charges and
                             other outgoings payable by the Tenant in manner
                             hereinafter mentioned.


                     THE SECOND SCHEDULE ABOVE REFERRED TO
                     -------------------------------------

                                     PART I
                                     ------

                                      RENT

For the period of the Term the rent shall be Hong Kong Dollars
Only  (HKS    ) per calendar month.

                                     PART II
                                     -------

                    PARTICULARS OF AIR-CONDITIONING CHARGES

The Air-conditioning Charge that will be payable with effect from the
commencement of the Term for air-conditioning supplied to the Premises during
Normal Business Hours will be HK$ per month (subject to review).

                                    PART III
                                    --------

                               MANAGEMENT CHARGES

The Management Charge that will be payable with effect from the commencement of
the Term as a due proportion of the cost to the Landlord of providing the
management services to the Common Areas and services of the Development will be
HK$                   per month (subject to review).


                                      -53-
<PAGE>


                                     PART IV
                                     -------

                                     DEPOSIT

[For Cash Deposit only]
(1)  The amount of the deposit that shall be paid to the Landlord in cash on the
     signing hereof in accordance with Clause 9.01 of Section IX shall be in the
     sum of HK$       , equivalent to           months' rent, air-conditioning
     charge and management charge.

[For Bank Guarantee only]
(1)  A bank guarantee for the sum of HONG KONG DOLLARS                      ONLY
     (HKS                ) equivalent to [                       (   ) months']
     rent and air-conditioning charge and management charge shall be by way of
     a bank guarantee issued by a licensed bank in Hong Kong to secure the due
     performance observance and compliance of the terms and conditions of this
     Lease. The bank issuing the bank guarantee shall be approved by the
     Landlord (which approval shall not be unreasonably withheld or delayed).
     The Bank Guarantee shall be issued and produced to the Landlord upon the
     signing of this Lease or the delivery of vacant possession of the Premises
     to the Tenant by the Landlord, whichever date shall be the earlier.

[For Cash Deposit and Bank Guarantee]
     Total Deposit payable under this Lease shall be an amount equivalent to [ ]
     months' rent, air-conditioning charge and management charge payable in the
     following manner:-

(a)  A cash rental deposit for the sum of HONG KONG DOLLARS ONLY (HK$ )
     equivalent to [ ( )] months' rent, air- conditioning charge and management
     charge; and

(b)  A bank guarantee for the sum of HONG KONG DOLLARS ONLY (HKS ) equivalent to
     [ ( )] months' rent, air- conditioning charge and management charge shall
     be by way of a bank guarantee issued by a licensed bank in Hong Kong to
     secure the due performance observance and compliance of the terms and
     conditions of this Lease. The bank issuing the bank guarantee shall be
     approved by the Landlord (which approval shall not be unreasonably withheld
     or delayed). The Bank Guarantee shall be issued and produced to the
     Landlord upon the signing of this Lease or the delivery of vacant
     possession of the


                                      -54-
<PAGE>


     Premises to the Tenant by the Landlord, whichever date shall be the
     earlier.

                      THE THIRD SCHEDULE ABOVE REFERRED TO
                      ------------------------------------

                                      USER

The Tenant will use the Premises for commercial purposes only and for no
other purpose whatsoever.

                      THE FOURTH SCHEDULE ABOVE REFERRED TO
                      -------------------------------------

                               SPECIAL CONDITIONS

1.    HANDING OVER OF POSSESSION

Vacant possession of the Premises shall be given by the Landlord to the
Tenant on the date of commencement of the Term.

Possession of the Premises shall be handed over by the Landlord to the Tenant in
the "as is" condition with the following fixtures and fittings:

(a)  Fully fitted suspended ceilings light boxes, air conditioning grills,
     diffusers, ducting, sprinkler system, grid and tiles.

(b)  A raised floor system incorporating floor tiles and the underfloor power
     grid.

(c)  The voice/data cable, subject to the Tenant and Landlord agreeing a fair
     purchase price. If no agreement can be reached, the voice/data cable shall
     be left in situ at no cost to the Tenant. However, the Tenant is allowed to
     install their own structuring cabling system, but will be required to
     remove all its installation at the end or sooner determination of the
     tenancy, if so required by Landlord.

(d)  All pantries in an "as is" condition with the exception of the moveable
     fittings. The Tenant is not required to reinstate the pantries fixture
     except the plumbing installations, water boiler and drinking water system
     at the end or sooner determination of the tenancy.


                                      -55-
<PAGE>


(e)  Blinds around the windows.

(f)  The power cable up to the MCB box in the room of the tenancy area shall be
     set up at tenant's cost.

2.   OPTION TO RENEW

2.1  If the Tenant shall be desirous of renewing this Lease for a renewed term
     of three 3 years ["the Renewed Term") from the date of expiration of the
     original Term created by this Lease ("the Expiry Date") and shall not later
     than 6 months before the Expiry Date give to the Landlord notice in writing
     of its desire and provided that there shall at that time and at the time of
     the Expiry Date be no outstanding or existing breach or non-observance or
     non-performance of any of the agreements, stipulations, terms or conditions
     herein contained and on the part of the Tenant to be observed and
     performed, the Landlord shall at the expense of the Tenant grant to the
     Tenant a renewal of this Lease for the Renewed Term from the Expiry Date at
     the current market rental for the Premises as at the Expiry Date to be
     determined in accordance with the provisions of Clause 2.2 of this Fourth
     Schedule, but otherwise subject to the same terms, covenants, conditions
     and provisions as are herein contained with the exception of the amount of
     the Air-conditioning Charges and Management Charges payable, the amount of
     the [Deposit/Cash Deposit and Bank Guarantee/Bank Guarantee], the rent free
     period and this Fourth Schedule, but incorporating in place of this Fourth
     Schedule a new Fourth Schedule containing an option for renewal for one
     further term of three (3) years in the terms same as the provisions of
     Clause 2.2 of this Fourth Schedule.

2.2  The following provisions shall apply in relation to the determination
     of the current market rental for the Premises at the Expiry Date:-


                                      -56-
<PAGE>


     (a)  Current market rental shall subject to the provisions of sub-clause
          (d) of this Clause 2.2 mean the current market rental for the Premises
          without making any allowance to reflect or compensate the Tenant for
          the absence of any rent free period or contribution to fitting out
          works or other allowance which might then be the practice in open
          market lettings for a Landlord to make. Such a current market rental
          shall be that which would be payable after the expiry of any such rent
          free or concessionary rent period and after receipt of any such
          contribution or other allowances all of which shall be entirely
          disregarded in any calculation of current market rental.


     (b)  If agreement is reached between the Landlord and the Tenant as to the
          rent to be payable throughout the Renewed Term ("the New Rent") such
          agreement shall be in writing signed by both parties and in such case
          the rent payable during the Renewed Term shall be the New Rent as so
          agreed.

     (c)  If such an agreement has not been made two ( 2 ) months before the
          commencement of the Renewed Term either the Landlord or the Tenant may
          serve a notice upon the other calling for an independent surveyor and
          valuer ("the Surveyor") to be appointed to determine the New Rent. The
          Surveyor may be appointed by agreement between the Landlord and the
          Tenant or In default of such agreement within one month before the
          commencement of the Renewed Term the Surveyor may be appointed at the
          request of either of the parties by the President for the time being
          of the Hong Kong Institute of Surveyors. The Surveyor so appointed
          shall give a written decision with reasons and such decision as to
          what shall be the New Rent


                                      -57-
<PAGE>


          shall (subject to sub-clause (a) of this Clause 2.2) be conclusive and
          binding on the parties hereto.

     (d)  In determining the New Rent the Surveyor shall act as an expert and
          not as an arbitrator and shall take into account the open market rent
          for other whole floor office accommodation elsewhere in the
          Development and/or in similar office buildings in Hong Kong having
          attributes comparable to those of the Building obtainable at the time
          of commencement of the Renewed Term on the following assumptions that
          at that date :-

          (i)  the Premises are fitted out and equipped and fit for immediate
               occupation and use complete with floor and wall coverings, false
               ceilings, raised floors, air-conditioning throughout and
               electrical reticulation and other landlord's finishes fixtures
               and equipment all of a standard commensurate with a high class
               modern office building in Hong Kong and that no work which has
               been carried out thereon by the Tenant or its predecessors in
               title has diminished the rental value of the Premises and that in
               case the Premises have been destroyed or damaged, they have been
               fully reinstated and restored;

          (ii) the Premises are available for letting by a willing landlord to a
               willing tenant without a premium but with vacant possession;

         (iii) that the covenants herein contained on the part of the Tenant
               have been fully performed and observed;

    but disregarding :-


                                      -58-
<PAGE>


          (iv) any effect on rent of the fact that the Tenant has been in
               occupation of the Premises;

          (v)  any goodwill attached to the Premises by reason of the carrying
               on thereat of the business of the Tenant;

          (vi) any effect on rental value of the Premises attributable to any
               special improvement to the Premises or any part thereof carried
               out by the Tenant with the Landlord's consent where required
               (otherwise than in pursuance of an obligation of the Tenant)
               including any special improvements made by the Landlord at the
               expense of the Tenant prior to the commencement or during the
               continuance of the Term;

         (vii) any suspension of rent under Clause 7.01 of this Lease;

     (e)  The Surveyor shall afford to each of the parties an opportunity to
          make representations to him.

     (f)  If the Surveyor shall die delay or become unwilling or incapable of
          acting the President for the time being of the Hong Kong Institute of
          Surveyors or the person acting on his behalf may by writing discharge
          the Surveyor and appoint another in his place.

     (g)  If the New Rent shall not have been determined before the commencement
          of the Renewed Term, then pending determination of the New Rent that
          shall be payable in respect of the Renewed Term, the Tenant shall
          continue to pay on account of the New Rent the rent was payable
          immediately before the beginning of


                                      -59-
<PAGE>


          the Renewed Term and within fourteen (14) days of the determination of
          the New Rent, the Tenant shall pay to the Landlord the difference
          between the rent actually paid by the Tenant during the period pending
          determination as aforesaid and the New Rent payable for the period
          pending determination plus interest on the difference between the old
          rent and the New Rent at the prime lending rate from time to time of
          the Hongkong and Shanghai Banking Corporation Limited from the
          commencement of the Renewed Term until the date of payment and in the
          event of the New Rent being less than the rent actually paid the
          Landlord shall refund to Tenant the difference between the New Rent
          and the rental actually paid by the Tenant during the period pending
          determination plus an interest as aforesaid.

     (h)  The costs and expenses of the Surveyor including the cost of his
          appointment shall be borne by the Landlord and the Tenant in equal
          shares. All other costs and expenses incurred by the Landlord or the
          Tenant in respect of or in connection with any rent review shall be
          borne by themselves separately.

2.3  The Air-conditioning Charges and Management Charges payable by the Tenant
     in respect of the Renewed Term shall initially be those payable under this
     Lease immediately at the Expiry Date, but shall be subject to the same
     provisions for revisions as contained in Clause 2.1 of this Lease.

2.4  The amount of the deposit to be maintained during the Renewed Term,
     pursuant to Clause 9.01 of this Lease shall be a sum equal to (i) one
     month's revised rent payable in respect of the Premises during the Renewed
     Term; (ii) one month's Air-conditioning Charges at the rate from time to
     time payable by the Tenant during the Renewed Term and


                                      -60-
<PAGE>


     (iii) one month's Management Charges at the rate from time to time payable
     by the Tenant during the Renewed Term.

2.5  The Landlord and the Tenant shall enter into a new Lease in respect of a
     Renewed Term, the revised rent, the revised [deposit/cash deposit and bank
     guarantee/bank guarantee] and the other terms and conditions determined
     pursuant to this Clause 2. The Stamp Duty and the Land Registry
     registration fee payable on such new Lease shall be borne by the Landlord
     and the Tenant in equal share. Each of the Landlord and the Tenant shall
     pay its own legal costs of and incidental to the Lease and its counterpart.


                                      -61-
<PAGE>


 The Landlord                           )
                                        )
 SEALED with the Common Seal of         )
                                        )
 PARTNER LINK INVESTMENTS LIMITED       )
                                        )
 and SIGNED by                          )
                                        )
                                        )
                                        )
 in the presence of:-                   )



 SEALED with the Common Seal of         )
                                        )
 and SIGNED by                          )
                                        )
 in the presence of:-                   )
                                        )


RECEIVED the day and year first above written                )
                                                             )
                                                             )
the sum of HONG KONG DOLLARS                                 ) HK$
                                                             ) ===
                                                        ONLY )
                                                             )
being the [Deposit/Cash Deposit1 payable by the              )
                                                             )
Tenant hereunder on signing hereof in accordance with        )
                                                             )
Section IX Clause 9.01 hereof and Part IV of the             )
                                                             )
Second Schedule hereto.                                      )


                                      -62-
<PAGE>


IN WITNESS the parties hereto have caused these presents to be duly executed the
day and year first above written.

SEALED with the Common Seal of                  )
Richly Leader Limited and                       )
SIGNED by                                       )
                                                )
director(s)/person(s) duly authorized by its    )
board of directors whose signature(s) is/are    )
verified by/in the presence of:                 1









SEALED with the Common Seal of                  )
Pacific Century Paramount Real Estate           )
Limited and SIGNED by                           )
                                                )
director(s)/person(s) duly authorized by its    )
board of directors whose signature(s)is/are     )
verified by/in the presence of:                 )


                                      -63-
<PAGE>

                          Dated the     day of       200
                          ------------------------------


                             RICHLY LEADER LIMITED


                                      and


                            PACIFIC CENTURY PARAMOUNT

                           REAL ESTATE COMPANY LIMITED


                               DEED OF APPOINTMENT
                                OF LEASING AGENT
                                   AND MANAGER







                               WOO, KWAN, LEE & LO
                              Solicitors & Notaries
                         Room 2801, Sun Hung Kai Centre,
                                30 Harbour Road,
                               Wanchai, Hong Kong.


                               (19-11-2004)(final)
                        Our Ref: SHK/HFM/LYF/CH/R4R305021




<PAGE>


                      Dated the 21st day of December 2004



                        PARTNER LINK INVESTMENTS LIMITED

                                       And

                              RICHLY LEADER LIMITED




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


                         Agreement for Sale and Purchase


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














                                               WOO, KWAN, LEE & LO,
                                               Solicitors & Notaries
                                          Room 2801, Sun Hung Kai Centre,
                                                 30 Harbour Road,
                                                Wanchai, Hong Kong.

                                          Ref.: SHK/HFM/LYF/CH/R4R305021
                                                 19.11.04 (final)
<PAGE>

                                                                     Appendix II
                                                                     -----------


THIS DEED is made this                             day of

BETWEEN PARTNER LINK INVESTMENTS LIMITED a company incorporated under the laws
of the British Virgin Islands with its registered office situate at P.O. Box
No.957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands (hereinafter called "the Vendor") of the first part; IPSWICH HOLDINGS
LIMITED a company incorporated in the British Virgin Islands whose registered
office is situate at [                  ](hereinafter called "the Guarantor")
of the second part And RICHLY LEADER LIMITED a company incorporated in Hong Kong
whose registered office is situate at [ ] (hereinafter called "the Purchaser")
of the third part.

WHEREAS :-

(A) By an Agreement for Sale and Purchase dated [                              ]
and made between the Vendor as vendor and the Purchaser as purchaser ("the
Agreement"), the Vendor agreed to sell and the Purchaser agreed to purchase the
Land and the Premises more particularly described in the Schedule hereto ("the
Property") at a consideration of HK$2,808,000,000 and subject to the terms and
conditions thereof.

(B) It is a term and condition of the Agreement that the parties hereto must
enter into this Deed on completion of the sale and purchase of the Property.

 NOW THIS DEED WITNESSETH as follows:-

1    In this Deed the following words and expressions shall have the following
meanings ascribed to them whenever the context so permits :-

"Agent" shall mean Pacific Century Paramount Real Estate Company Limited which
is a subsidiary of the Guarantor, appointed by the Purchaser at the request of
the Vendor as the Purchaser's sole leasing agent and manager in relation to the
leasing and management of the Property on the terms of the Deed of Appointment.

"Deed of Appointment" shall mean the Deed of Appointment of Leasing Agent and
Manager (in the form set out in Appendix 1 of the Agreement) whereby the
Purchaser appoints the Agent as the Purchaser's sole leasing agent in relation
to the leasing of the Property and appoints the Agent as the manager in relation
to the management of the Property.

"Force Majeure" shall mean the occurrence of fire water storm typhoon defective
construction white ants earthquake subsidence of the ground or any calamity
beyond the control of the Purchaser as Landlord or the Tenant/Licenses so as to
render the Property or any part thereof unfit for commercial use or inaccessible
or the Property or any part thereof shall be condemned as a dangerous structure
or a demolition order or closing order has become operative in respect of the
Property of any part thereof.

"Guaranteed Period" shall mean the period of 5 years commencing from the date
immediately following the date of completion of the sale and purchase of the
Property.


<PAGE>

"Guaranteed Monthly Rental" shall mean HK$13,338,000 per month.

"Hong Kong" shall mean the Hong Kong Special Administrative Region of the
People's Republic of China.

"Letting Agreements" shall mean licences, agreements for lease/tenancy and
leases/tenancy agreements or renewal licences, tenancy agreements and leases in
respect of the Property or any part(s) thereof.

"Rents/Fees" shall mean rents licence fees and all sums of money payable under
the Letting Agreements.

"Tenants/Licensees" shall mean tenants or licensees of the Property or any
part(s) thereof.

Words importing the singular number only shall, unless the context otherwise
requires, be deemed to include the plural and vice versa and words importing the
masculine gender only shall, unless the context otherwise requires, be deemed to
include the feminine and neuter genders and vice versa. Words importing persons
shall include firms and corporations.

2.   (1) Subject to the provisions of Clause 6, the Vendor hereby undertakes and
covenants with the Purchaser that, on the date of completion and thereafter on
the first business day of every month during the Guaranteed Period, the Vendor
shall pay the Guaranteed Monthly Rental for that month (apportioned if the
period is less than a month) to the Purchaser by way of a cheque drawn in favour
of the Purchaser or by telegraphic transfer to a bank account in Hong Kong
specified in writing by the Purchaser.

     (2) Ln consideration of the Vendor's undertakings and covenants under
paragraph (1) above, the Purchaser hereby undertakes and covenants with the
Vendor that all Rents/Fees payable during the Guaranteed Period will be paid to
the Vendor.

3. For the avoidance of doubt, (a) the Guaranteed Monthly Rental is payable
irrespective of the actual amount of Rents/Fees and other income received by
the Agent and/or the Vendor from the Tenants/Licensees and the cost and
expenses required to be expended by the Agent and/or the Vendor in respect of
the Property; and (b) if the actual amount of net income referred to in
paragraph (a) above shall be greater than the Guaranteed Monthly Rental, the
Vendor shall be entitled to retain the excess and the Purchaser shall have no
claim against the Vendor whatsoever in respect of such excess.

4.   (1) Except as provided in Clause 4(2), all the expenses payable incurred or
to be incurred for or in respect of the Property during the Guaranteed Period
will be borne by the Vendor and/or the Agent, including without limitation the
following (irrespective of whether the same should be payable by the
Tenants/Licensees under the Letting Agreements) :-

     (a)  all management expenses to be incurred for the management of the
          Property, air-conditioning charges and other outgoings in respect of
          the


                                       2
<PAGE>


          Property including management fees and other sums payable to the
          Manager under the Lease and including goods and services tax and
          other similar turnover tax levied or chargeable on the Rents/Fees
          payable by the Tenants/Licensees under the Letting Agreements; and

     (b)  all expenses, costs, outgoings and disbursements incurred by the Agent
          in performance of its obligations and in exercise of its powers under
          the Deed of Appointment, which include but are not limited to all
          advertising and promotion fees, professional fees, commissions payable
          to estate agents, costs and expenses for repairing and maintaining the
          Property in tenantable repair and condition, reinstatement costs for
          the disabled toilets (save and except those costs and expenses of a
          capital or non-recurring nature, expenditure of works required by any
          order or notice issued on or after the date of the Agreement from any
          government department or other competent authority, property tax,
          profit tax, goods and services tax and other similar tax (levied or
          chargeable on the Guaranteed Monthly Rental, if any), premium payable
          on the insurance policy (if any) which shall be borne by the
          Purchaser), legal costs and stamp duty payable for the negotiation,
          preparation, execution and enforcement of all Letting Agreements.

     (2) The Purchaser shall be responsible for payment of any expenditure of a
capital or non-recurring nature, any expenditure of works required by any order
or notice issued on or after the date of the Agreement from any government
department or other competent authority, property tax, profit tax, goods and
services tax and other similar tax (levied or chargeable on the Guaranteed
Monthly Rental, if any), premium payable on the insurance policy (if any).

5. It is an essential condition of this Deed that the Deed of Appointment shall
be executed by the Purchaser in favour of the Agent upon the execution of this
Deed thereby empowering the Agent inter alia, to do such acts and things in
relation to the leasing of the Property on the terms therein contained including
but not limited to demand, collect, receive and recover from all present and
future Tenants/Licensees of the Property the Rents/Fees from time to time and to
account to the Vendor all such Rents/Fees actually received by the Agent in
accordance with the terms of this Deed.

6.1 The Purchaser shall take out business interruption or loss of income
insurance in respect of the Property ("BI Policy") with a reputable insurance
company acceptable to the Guarantor (the "Insurer") effective from the date of
this Deed for the Insured Amount for a disruption period of at least 12 months
and on such other terms and conditions approved by the Guarantor, including but
not limited to a condition that the policy may not be cancelled, modified or
restricted without the prior written consent of the Guarantor. In this Clause,
"Insured Amount" means the product of the Market Rent and 544,146; and "Market
Rent" means, for each 12 month period commencing on the date of this Deed, the
aggregate of the average open market rent and management fee, air-conditioning
charges and other sums payable by tenants per square foot per month for the
Property prevailing on the first day of that period as determined by an
independent firm of qualified surveyors in Hong Kong. The surveyors shall be
jointly instructed by the Vendor and the Purchaser who shall bear the costs of
the surveyors in


                                       3
<PAGE>


equal shares. Provided that the Insured Amount for the first 12 month period
commencing on the date of this Deed is agreed to be HK$13,168,333.

6.2 The Purchaser shall duly pay all premiums and other sums payable and take
all necessary steps to keep the BI Policy in full force and effect and shall
promptly deliver to the Vendor copies of all premium payment receipts and other
notices or information relating to the BI Policy. The Purchaser shall not,
without the prior written consent of the Vendor, waive, release, settle,
compromise or abandon any claim under the BI Policy.

6.3 On the occurrence of any of the following events or circumstances, namely:

          (a)  the Property or any part thereof at any time during the
               Guaranteed Period being damaged or destroyed by Force Majeure so
               as to be unfit for occupation and use such that under the terms
               of the Letting Agreements the Rent/Fees thereby reserved or a
               fair proportion thereof according to the nature and extent of the
               damage sustained is suspended; or

          (b)  the Property or any part thereof at any time during the
               Guaranteed Period being damaged or destroyed by Force Majeure so
               as to be incapable of being let out

     (i)  the Purchaser shall forthwith make a claim under the BI Policy and
          instruct the Insurer to pay the insurance proceeds to the Vendor in
          full or, if the proceeds were paid to the Purchaser, the Purchaser
          shall hold the same on trust for the Vendor and promptly pay the same
          over to the Vendor in full;

     (ii) if for any reason the Vendor does not receive the insurance proceeds
          for the loss of income for a particular month within the next 4
          months, the Purchaser shall pay to the Vendor an amount equal to such
          insurance proceeds within 14 days and, for this purpose, the Purchaser
          hereby irrevocably authorize the Vendor to deduct such sum from the
          Guaranteed Monthly Rental next due and payable to the Purchaser
          provided that the Purchaser shall not be under any obligation to pay
          over insurance proceeds or to pay to the Vendor an amount equal to
          such insurance proceeds if the BI Policy is vitiated or rendered
          invalid or if payment of the policy moneys thereunder is refused as a
          result of any act or default of the Agent; and

    (iii) the Vendor shall continue to pay the Guaranteed Monthly Rental to the
          Purchaser in full notwithstanding the occurrence of the events or
          circumstances stated above for so long as the BI Policy remains in
          full force and effect (unless the BI Policy is vitiated or rendered
          invalid or if payment of the policy moneys thereunder is refused as a
          result of any act or default of the Agent) and subject only to the
          deduction (if applicable) referred to in paragraph (ii) above.


                                       4
<PAGE>


6.4 Any substantial building and/or renovation works to the Property or any part
thereof ("Substantial Works") shall require the joint approval of the Vendor and
the Purchaser. If Substantial Works are required (whether initiated by the
Purchaser or required by applicable law or relevant governmental authorities),
the Vendor and the Purchaser shall jointly appoint an independent firm of
qualified surveyors in Hong Kong to assess the loss of rental as a result of
such Substantial Works (the "Rental Loss") and the Vendor shall be entitled to
deduct the Rental Loss from the Guaranteed Monthly Rental next due and payable
following the assessment. The assessment of the surveyors shall be final and
binding on the parties and the costs of the surveyor shall be borne by the
Vendor and the Purchaser in equal shares.

7. Save with the prior written consent of the Vendor and the Purchaser (such
consents not to be unreasonably withheld or delayed), the Vendor shall procure
that the Agent shall not carry out any substantial building or renovation works
to the Property or any part thereof.

8. This Deed shall be a continuing undertaking for the Guaranteed Period unless
earlier terminated in any of the following events:- (i) on the termination by
the Purchaser (as the Owner under the Deed of Appointment) of the appointment of
the Agent under Clause 15 (a) of the Deed of Appointment or (ii) upon TMW Asia
Property Fund I GmbH & Co., KG. ceasing to be the ultimate beneficial owner of
at least 50% of the entire issued share capital of the Purchaser, or (iii) the
Purchaser ceasing to be the legal and/or beneficial owner of the Property, and
calculation of the amount payable by the Vendor to the Purchaser under Clause 2
shall be pro-rated to the date of expiry of the Guaranteed Period or the date of
termination, whichever is the earlier.

9. The last installment of the Guaranteed Monthly Rental shall be payable on the
last day of the Guaranteed Period or on the date on which this Deed is
terminated, whichever is the earlier, after deducting any sum provided in Clause
6 (if applicable). The Vendor shall provide an apportionment account to the
Purchaser on or before the date of payment of the last instalment of the
Guaranteed Monthly Rental.

10. (1) In consideration of the Purchaser entering into the Agreement and this
Deed with the Vendor, the Guarantor hereby :-

     (a)  guarantees to the Purchaser the due and punctual performance and
          observance by the Vendor of its obligations, commitments and
          undertakings under and/or pursuant to this Deed;

     (b)  indemnifies the Purchaser against all and any actions, proceedings,
          claims, liabilities, losses, damages, costs and expenses which the
          Purchaser may suffer or incur as a result of or in relation to any
          breach or default by the Vendor of its obligations, commitments or
          undertakings under or pursuant to this Deed.

     (2) If and whenever the Vendor defaults for any reason whatsoever in the
performance of any of its obligation or liability undertaken or expressed to be
undertaken by it under or pursuant to this Deed, the Guarantor shall forthwith
upon written demand from the Purchaser perform (or procure performance of) and
satisfy (or procure the satisfaction of) the obligation or liability in regard
to which such default has been made in the manner prescribed by this Deed and so
that the same benefits shall be



                                       5
<PAGE>

conferred on the Purchaser as it would have received if such obligation or
liability had been duly performed and satisfied by the Vendor.

     (3) As a separate and independent stipulation, the Guarantor agrees that
any obligation expressed to be undertaken by the Vendor (including, without
limitation, any moneys expressed to be payable under this Deed) which may not be
enforceable against or recoverable from the Vendor by reason of any legal
limitation, disability or incapacity on or of the Vendor or any other fact or
circumstance shall nevertheless be enforceable against and recoverable from the
Guarantor as though the same had been incurred by the Guarantor and the
Guarantor was the sole or principal obligor in respect thereof and shall be
performed or paid or procured to be performed and paid by the Guarantor on
written demand from Purchaser.

     (4) The obligations of the Guarantor under this Deed are and will remain in
full force and effect by way of continuing security until all obligations,
commitments, undertakings, warranties and indemnities under this Deed shall have
been performed or satisfied and no sum remains payable by the Vendor under or
pursuant to this Deed.

     (5) The Guarantor shall not be discharged, nor shall its liabilities be
affected, by anything, which would not discharge it or affect its liability if
it were the sole principal debtor including, any time, indulgence, waiver or
consent at any time given to the Vendor or any other person; any written
amendment to any provision of this Deed (unless without consent of the
Guarantor) ,the making or absence of any demand on the Vendor or any other
person for payment, the enforcement or absence of enforcement of this Deed
against the Vendor, the insolvency, winding-up, amalgamation, reconstruction or
reorganisation of the Vendor (or the commencement of any of the foregoing), the
illegality, invalidity or unenforceability of or any defect in any provision of
this Deed or any of the obligations of the Vendor, or by reason of any other
dealing, matter or thing which, but for the provisions of this Clause 10(5),
could or might operate to affect or discharge all or any part of the obligations
and liabilities of the Guarantor hereunder.

11. No failure or delay on the part of the Vendor or the Purchaser to exercise
any power, right or remedy under this Deed shall operate as a waiver thereof,
nor shall any single or partial exercise by the Vendor or the Purchaser of any
power, right or remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy. The remedies provided in this Deed
are cumulative and are not exclusive of any remedies provided by law.

12. No assurance, security or payment which may be avoided under any enactment
relating to bankruptcy or winding up and no release, settlement or discharge
which may have been given or made on the faith of any such assurance, security
or payment shall prejudice or affect the rights of the Vendor or the Purchaser
to recover from the other party or from the Guarantor to the full extent of this
Deed.

13. This document is to be returnable to the Vendor for cancellation when all
obligations, commitments, undertakings, warranties and indemnities under this
Deed shall have been performed or satisfied and no sum remains payable by the
Vendor under or pursuant to this Deed.

14. This Deed is personal to the Purchaser and neither the benefit nor the


                                       6
<PAGE>


obligations hereof shall be assigned by the Purchaser provided that the
Purchaser may assign its rights and benefits under this Deed in favour of the
mortgagees from time to time of the Property and the mortgagees of the Purchaser
may also assign the rights and benefits of this Deed when it exercises the power
of sale to the subsequent purchaser but not further or otherwise.

15. If the Purchaser terminates the appointment of the Agent pursuant to Clause
15(c) of the Deed of Appointment, the Guarantor shall nominate three companies
(which may be subsidiaries of the Guarantor) to act as the agent of the
Purchaser for the remainder of the Guaranteed Period on the same terms and
conditions as the Deed of Appointment. The Purchaser may in its discretion
appoint one of the companies nominated by the Guarantor or such other company as
the Purchaser may consider appropriate to be the replacement agent provided that
if the Purchaser elects to appoint a company not nominated by the Guarantor then
the Vendor and the Guarantor shall forthwith cease to have any further
obligations under this Deed.

16. This Deed shall be governed by and construed in accordance with the laws of
Hong Kong and the parties hereto agree to submit to the non-exclusive
jurisdiction of the courts of Hong Kong.

17. The Vendor hereby expressly excepts and reserves unto itself the right,
after the Guaranteed Period, at its own costs and expense to claim from the
Tenants/Licensees of the Property any arrears of rent and other monies due and
owing under the Letting Agreements up to and inclusive of the date of expiry of
the Guaranteed Period and all damages in respect of any breach of the Letting
Agreements before expiry of the Guaranteed Period. The Purchaser shall give all
reasonable assistance to the Vendor to recover such arrears of rent and other
monies from the Tenants/Licensees on condition that the Vendor pays all costs
and expenses in connection with such recovery. The obligations of the Purchaser
contained in this Clause shall remain effective notwithstanding the expiry of
the Guaranteed Period. In the event the Tenants/Licensees shall settle and pay
to the Purchaser any arrears of rent (which accrued on or before the date of
expiry of the Guaranteed Period) the Purchaser shall account and refund to the
Vendor such arrears of rent collected by the Purchaser within days of receipt.


                                       7
<PAGE>


                                    SCHEDULE
                                    --------

                                    The Land
                                    --------

ALL THAT Portion of the Remaining Portion of Quarry Bay Marine Lot No.1 as shown
coloured Red on Plan 1 annexed to the Lease (as defined in the Agreement)

                                  The Premises
                                  ------------

ALL THOSE the following portions of the building known as Dorset House (which
comprises a 4 level basement car park, a podium and 2 contiguous tower blocks
above the podium) (the "Building") erected on Portions of Section S and the
Remaining Portion of Quarry Bay Marine Lot No. I:

(1)  All Those portions of the Building now known as PCCW Tower (formerly known
     at the date of the Lease as Hongkong Telecom Tower (Tower A)) as shown
     coloured Yellow on Plans 2 to 51 annexed to an Agreement for Lease dated
     21st May 1992 and registered in the Land Registry by Memorial No.5342490 as
     supplemented by a Supplemental Agreement dated 13th December 2000 and
     registered in the Land Registry by Memorial No.8276621 and the Lease dated
     13th December 2000 and registered in the Land Registry by Memorial
     No.8276622 as rectified by a Deed of Rectification and Confirmation dated
     12th March 2001 and registered in the Land Registry by Memorial No8340656
     issued pursuant thereto (the Lease Memorial No8340656 as so rectified "the
     Lease"); and

2)   All Those loading and unloading bays on the Ground Floor of the Building as
     shown coloured Yellow hatched Black on Plan 6 annexed to the Lease; and

(3)  All Those car parking spaces on Basement Levels 1 to 4 of the Building as
     shown coloured Yellow hatched Black on Plans 2 to 5 annexed to the Lease

HELD for the residue of the term created under the Lease.


                                       8
<PAGE>


IN WITNESS the parties hereto have caused these presents to be duly executed the
day and year first above written.

SEALED with the Common Seal of                    )
PARTNER LINK INVESTMENTS                          )
LIMITED and SIGNED by                             )
                                                  )
director(s)/person(s) duly authorized by its      )
board of directors whose signature(s) is/are      )
verified by/in the presence of:                   )




SEALED with the Common Seal of                    )
RICHLY LEADER LIMITED and                         )
SIGNED by                                         )
                                                  )
director(s)/person(s) duly authorized by its      )
board of directors whose signature(s) is/are      )
verified by/in the presence of:                   )




SEALED with the Common Seal of                    )
IPSWICH HOLDINGS LIMITED Pad                      )
SIGNED by                                         )
                                                  )
director(s)/person(s) duly authorized by its      )
board of directors whose signature(s) is/are      )
verified by/in the presence of:                   )



<PAGE>


                Dated the         day of                    200
                ------------------------------------------------


                        PARTNER LINK INVESTMENTS LIMITED

                                      and
                             RICHLY LEADER LIMITED

                                      and

                            IPSWICH HOLDINGS LIMITED

                              --------------------
                                      DEED

                                       OF

                                RENTAL GUARANTEE
                              -------------------



                               WOO, KWAN, LEE & LO
                             Solicitors & Notaries
                         Room 2801, Sun Hung Kai Centre,
                                30 Harbour Road,
                               Wanchai, Hong Kong.

                              (19-1 1-2004)(final)
                        Our Ref: SHK/KFM/LYF/CH/R4R305021

<PAGE>


                      Dated the 21st day of December 2004



                        PARTNER LINK INVESTMENTS LIMITED

                                       And

                              RICHLY LEADER LIMITED




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


                         Agreement for Sale and Purchase


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














                                               WOO, KWAN, LEE & LO,
                                               Solicitors & Notaries
                                          Room 2801, Sun Hung Kai Centre,
                                                 30 Harbour Road,
                                                Wanchai, Hong Kong.

                                          Ref.: SHK/HFM/LYF/CH/R4R305021
                                                 19.11.04 (final)