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                                                                   EXHIBIT 10.19

                                   UNION PLAZA

                                 LEASE AGREEMENT

                                5TH FLOOR OFFICE

                                FEBRUARY 27, 2003

                              CONTRACT NO.: 2003008

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                     UNION PLAZA SHORT TERM LEASE AGREEMENT

Party A:    Beijing Fu Yu Da Real Estate Development Co., Ltd.

Party B:    Beijing Ninetowns Digital Technology Limited

         Due to work requirements, Party B needs to temporarily lease 250 square
metres of usable area in the west side of 5th Floor for office purposes. The
term is a total of 55 days from March 20, 2003 to May 14, 2003, during such
period, Party A will collect a lump-sum charge of US$7,600.00 in total
(including the property management fee) from Party B.

Party A (Signature): /s/ Liu Hu Sheng    Party B (Signature):
                     -----------------

Legal Representative: /s/ Li Xiang Ju    Legal Representative:
                     -----------------

Agent: /s/ Li Hong Yan                   Agent: /s/ Sun Xin
      --------------------------------

Date: February 27, 2003                  Date: February 27, 2003

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                           UNION PLAZA LEASE AGREEMENT

Lessor:                       Beijing Fu Yu Da Real Estate Development Co., Ltd.

                              (hereinafter referred to as "Party A")

Business Registration No:     Qi Zuo Jing Zong Zi No. 010823

Legal Address:                Suite 1702, Union Plaza, 20 Chaowai Street,
                              Chaoyang  District, Beijing

Legal Representative:         Longsheng Huang             Title:   Chairman

Nationality:                  Malaysian

Lessee:                       Beijing Ninetowns Digital Technology Limited

                              (hereinafter referred to as "Party B")

Business Registration No:

Legal Address:

Legal Representative:                                     Title:

Nationality:

         This agreement was executed by Party A and Party B on February 27,
2003. In order to specify the rights and obligations of both parties, all of the
following agreements have been reached unanimously through negotiations, and
both parties must observe them jointly.

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                                TABLE OF CONTENTS

<TABLE>
<S>                    <C>                                        <C>
CHAPTER 1              THE LEASED PREMISES                        1

CHAPTER 2              THE LEASE TERM                             1

CHAPTER 3              THE RENT                                   1

CHAPTER 4              THE SECURITY DEPOSIT                       1

CHAPTER 5              OTHER CHARGES                              2

CHAPTER 6              THE PAYMENT METHOD                         2

CHAPTER 7              PARTY A'S RIGHTS AND OBLIGATIONS           3

CHAPTER 8              PARTY B'S RIGHTS AND OBLIGATIONS           4

CHAPTER 9              PARTY A'S EXEMPTION CLAUSES                6

CHAPTER 10             FORCE MAJEURE                              6

CHAPTER 11             LIABILITY FOR BREACH OF AGREEMENT          6

CHAPTER 12             DISPUTE RESOLUTION                         8

CHAPTER 13             OTHER TERMS                                8

ATTACHMENT 1           FLOOR PLAN OF FIFTH FLOOR

ATTACHMENT 2           BUILDING MANAGEMENT REGULATIONS
</TABLE>

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                          CHAPTER 1 THE LEASED PREMISES

1.1      Party A is hereby willing to lease to Party B and Party B is willing to
         lease from Party A the 5th Floor of Union Plaza located at 20 Chaowai
         Street, Chaoyang District, Beijing of approximately 1,350 square metres
         (usable area) for office purposes. Its position is specified for
         reference purposes in Attachment 1 to this agreement, and the said
         leased offices are hereinafter referred to as "the leased premises."

1.2      Party B is hereby willing to lease 5 parking spaces in the basement of
         Union Plaza.

1.3      Party B may jointly use the common areas and common facilities of Union
         Plaza (hereinafter referred to as "the building") with other tenants,
         but it must observe the usage regulations of the management company.

                            CHAPTER 2 THE LEASE TERM

2.1      The lease term of this agreement for Party B's leased premises is one
         year, from May 15, 2003 to May 14, 2004.

2.2      Party B enjoys a two-month rent-free grace period from May 15, 2003 to
         July 14, 2003. During this period, Party A will exempt Party B from
         rent for the leased premises, but it will collect a monthly property
         management fee of US$5.00 per square metre (usable area) totaling
         US$13,500.00.

2.3      If Party B requests for a lease renewal, it should submit a written
         request to Party A two months before the expiration of this agreement.
         Upon agreement through negotiation by both parties and on equal terms,
         Party B has the priority to sign a lease agreement for the next period.
         Should Party B fail to reach a lease renewal agreement with Party A one
         month before the expiration of this agreement, Party A is entitled to
         lease the leased premises to a third party.

                               CHAPTER 3 THE RENT

3.1      The monthly rent for Party B's leased premises is US$22.00 (including
         the property management fee) per square metre (usable area), for a
         monthly rent of US$29,700.00 in total.

3.2      The rent for each parking space is US$70.00 per month; the total rent
         for the parking spaces is US$350.00 per month.

3.3      Party B may install direct line telephones with an IDD function from
         the telephone office on its own, for which it will make a lump-sum
         payment to Party A of RMB600 per line, and Party A will cooperate in
         connecting them to the telephone ports within the leased premises.

                         CHAPTER 4 THE SECURITY DEPOSIT

4.1      Should Party B lease from Party A direct line telephones with an IDD
         function, the telephone line security deposit is RMB3,000 per line.
         Pending the termination of this lease agreement and after Party B
         returns the business location in good condition and pays all telephone
         charges in full, Party A will return the telephone line security
         deposit to Party B in full, but without interest.

4.2      Should Party B violate the terms and conditions of this lease
         agreement, Party A may notify Party B in writing requesting Party B to
         fulfill the said terms and conditions. Should Party B still fail to
         fulfill the said terms and conditions 15 days after receipt of the
         written notice, Party A is entitled to use and deduct part or all of
         the security deposit in the amount of the losses caused to Party A due
         to Party B's violation of said terms and conditions. Should Party B's
         security deposit held by

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         Party A be less than the amount provided in section (1) of this
         article, Party B must make up the security deposit in full within seven
         days of the receipt of written notice from Party A. Otherwise, Party A
         is entitled to collect a late charge from Party B in the amount of 0.3%
         of the security deposit shortage.

4.3      Upon the termination of this lease agreement, provided that Party B has
         not violated any terms, has paid all charges payable, and has returned
         the said leased premises in good conditions, Party A should refund
         Party B's security deposit within 30 business days, but without
         interest. Should the cost of losses caused to Party A by Party B's
         actions be more than the amount of security deposit, Party A is
         entitled to request Party B for compensation for losses.

4.4      Both parties agree that when the area of the leased premises is less
         than 500 square metres, Party B must return the leased premises to
         Party A in accordance with the agreed conditions within five days of
         the expiration of this lease agreement; when the area of the leased
         premises is more than 500 square metres, Party B must return the leased
         premises to Party A in accordance with the agreed conditions within 10
         days of the expiration of this lease agreement. Should Party B occupy
         the leased premises beyond the deadline, Party A is entitled to collect
         an occupancy fee based on the market rental rate at that time, and to
         deduct it from Party B's security deposit. Should the security deposit
         be insufficient to offset it, Party A is entitled to recover the said
         late occupancy fee from Party B.

4.5      Party B may not rely on having paid the security deposit to Party A as
         a ground for refusing to pay any other charges payable.

                             CHAPTER 5 OTHER CHARGES

5.1      Party B must pay charges to Party A such as electricity charges,
         decoration supervision fees and decoration security deposit during the
         decoration period. For the fee payment instructions, see the "Tenants'
         Decoration Handbook".

5.2      Should Party B lease Party A's direct telephone line, the actual
         telephone charges incurred should be paid in full by Party B based on
         the amount charged by the telephone office.

5.3      The leased premises have a smart card independent electric meter, and
         the power charges are bought by Party B on its own in advance at Party
         A's office location.

5.4      Other fees for compensable services, including but not limited to
         business center service fees, interior cleaning fees, flower rental and
         display fees and conference room rental charges, etc.

                            CHAPTER 6 PAYMENT METHOD

6.1      It is provided that the rent (including the property management fee)
         for Party B's leased premises must be paid once a month, and that the
         first month's rent for this lease agreement must be paid to Party A
         upon the signing of this lease agreement; thereafter, Party B must pay
         the monthly rent to Party A before the seventh day of every month.

6.2      The property management fee for the rent-free decoration period must be
         paid to Party A upon the signing of this agreement.

6.3      Party B's actually incurred telephone and electricity charges and other
         fees for compensable services must be paid by Party B to Party A no
         later than seven days after the end of the month which Party B received
         a notice from Party A.

6.4      Party B should pay the rent to Party A in U.S. dollars. If it pays in
         RMB, the exchange rate is computed in accordance with 1: 8.277.
         However, other related charges are paid in RMB.

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6.5      Payment methods: check and remittance.

6.6      Should Party B fail to pay all related charges in full by the
         designated deadlines in accordance with the charges listed in the terms
         of this agreement, Party A is entitled to collect from Party B a late
         charge for every late day in the amount of 0.3% of the rent and related
         expenses that Party B has failed to pay.

                   CHAPTER 7 PARTY A'S RIGHTS AND OBLIGATIONS

7.1      FEE COLLECTION RIGHTS

         Party A is entitled to collect the stipulated rent and other charges in
         accordance with the terms of this agreement.

7.2      BUILDING MANAGEMENT

         Party A or its authorized property management company is responsible
         for the building management work, including work such as the security,
         fire control and cleaning of the common areas, and the suitable repair
         and maintenance of the common facilities. During Party B's rent-free
         decoration period, Party A should provide the necessary decoration
         conditions and cooperation, and from the date that Party B starts the
         business officially, the building should have normal services such as
         water and electricity supplies, lighting, air conditioning, telephone
         lines and washrooms.

7.3      BUILDING MANAGEMENT REGULATIONS

         Party A is entitled to draw up or amend the building management
         regulations, decoration regulations and other necessary rules and
         regulations based on the actual building management circumstances,
         provided that national laws and regulations are not violated. However,
         it must notify Party B in writing.

7.4      INSURANCE

         Party A is responsible for purchasing appropriate insurance on the
         common areas of the building.

7.5      BUILDING NAME CHANGES

         Party A reserves the right to change the name of the building, but it
         must give Party B at least three months' notice.

7.6      PROPERTY RIGHTS TRANSFER

         Party A is entitled to transfer part or all of the property rights of
         the building without Party B's consent, but Party A must notify Party B
         the name and contact method of the new property owner in writing, and
         the new titleholder and Party B must continue to observe the terms of
         this agreement.

7.7      CHANGES OF BUILDING FACILITIES

         So long as it does not affect Party B's normal use, Party A is entitled
         to change/alter parts of the building such as the location of the
         building's entrances, corridors, hallways, doors, platforms,
         staircases, lobbies, lifts, malls or washrooms, but it must give Party
         B prior written notice, and Party B may not demand compensation from
         Party A for inconveniences, disturbances, business losses, space
         losses, or other reasons.

7.8      TERMINATION OF THE AGREEMENT

         In the event of any of the following circumstances involving Party B,
         Party A is entitled to unilaterally terminate this agreement.

7.8.1    Party B violates national laws and regulations, or conducts illegal
         business operations or other illegal activities;

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7.8.2    Party B changes the use of the leased premises without authorization;
         Party B sublets or assigns part or all of the leased premises without
         authorization for use by a third party or for joint use with a third
         party.

7.8.3    Party B fails to pay the rent or other charges for two cumulative
         months.

                   CHAPTER 8 PARTY B'S RIGHTS AND OBLIGATIONS

8.1      THE RIGHT TO PEACEFUL USE

         Party B enjoys the rights to occupy and use the leased premises. During
         the lease term, if Party B has paid the rent and other related charges
         and observed all of the terms of the agreement, Party A may not
         infringe without cause on Party B's right to use the leased premises
         (except as provided otherwise by the terms of this agreement).

8.2      MANAGEMENT REGULATIONS

         Party B must strictly observe and respect all management regulations
         drawn up by Party A or the management company, including but not
         limited to the tenants' handbook, tenants' decoration rules, fire
         safety regulations, and parking lot regulations, etc.

8.3      COMMON FACILITIES

         Party B is entitled to the reasonable use of the common facilities of
         the building, but Party B must pay the related fees and observe the
         management regulations made by Party A or its management company for
         the common facilities of the building.

8.4      PAYMENT OF RENT AND OTHER CHARGES

         Party B must pay the rent and other charges (including all fees for
         compensable services) on time in accordance with the relevant terms of
         this lease agreement.

8.5      INTERIOR DECORATION

         If Party B performs interior decoration on the leased premises, it must
         observe the relevant provisions of the "Tenants' Decoration Rules" and
         the following provisions:

8.5.1    Party B's interior decoration specifications must comply with all of
         the laws of the People's Republic of China, the building decoration
         rules and the building management rules;

8.5.2    Should Party B need to change the wiring layout, air conditioning
         equipment or fire control system (including the sprinkler heads) within
         the leased premises, it must submit a written request to Party A
         proceed only after obtaining Party A's consent. Moreover, it must
         engage a contractor designated by the building to perform any
         remodeling, and Party B will be responsible for paying all of the
         related costs;

8.5.3    During the decoration period, Party B must purchase fire and third
         party insurance, and it must assume the liability for damages to the
         building's common facilities and to the property of other tenants
         caused by decoration on the leased premises;

8.5.4    If Party B violates the building decoration rules and fails to apply
         for the relevant decoration or remodeling, Party A may demand Party B
         to dismantle all unauthorized finishing or remodeling work, and the
         related expenses will be assumed by Party B;

8.5.5    Party B must dispose the decoration garbage or waste on its own, and it
         may not place it in the common areas. Otherwise, Party A is entitled to
         remove the garbage and to collect the related costs from Party B;

8.5.6    Party B must pay the "Decoration Security Deposit" to Party A as a
         precondition for Party B's honest observance of the decoration rules.
         After the decoration is completed, Party B must notify Party A in
         writing to inspect the leased premises. If Party B has completed the
         work in accordance

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         with the approved blueprints and plans and has not violated any rules,
         Party A will return the "Decoration Security Deposit" to Party B within
         one month, but without interest.

8.6      THE BUILDING STRUCTURE AND APPEARANCE

         Party B may not modify the building's facilities or take any actions
         within the leased premises that would affect the structure and
         appearance of the building. If Party B needs to modify the facilities
         of the leased premises, it must obtain Party A's prior written
         approval.

8.7      COMPLETE FITTINGS

         When this agreement is terminated or terminated in advance for other
         cause, Party B must return the leased premises to Party A completely in
         accordance with their status quo, and all accessory equipment provided
         by Party A must be complete and appropriate. Moreover, equipment,
         partitions and fittings installed by Party B must be complete and
         appropriate before being returned to Party A. Otherwise, Party A is
         entitled to recover from Party B the costs required to restore the
         interior fittings.

8.8      INTERIOR MAINTENANCE SERVICE

         Party B should keep all facilities in the leased premises in good
         condition, including the doors and windows, walls, suspended ceilings
         and all fixed appurtenances or equipment provided by Party A. If
         improper actions or usage by Party B cause damage to the equipment of
         the leased premises, the repair costs are borne by Party B. All repairs
         of any of the facilities provided by Party A in Party B's leased
         premises must be done by a contractor designated by Party A. If the
         facilities of the leased premises need to be repaired, Party A is
         responsible for the repairs, but Party B must notify Party A or its
         management company, in order to keep the normal operation of Party B's
         official business or overall system from being affected. In addition,
         Party B agrees that Party A may repair and maintain all facilities
         within the leased premises, but Party A must notify Party B in advance,
         except in emergencies.

8.9      INTERIOR CLEANING

         Party B should perform regular cleaning of its leased premises, and the
         related cleaning costs are borne by Party B.

8.10     PERMISSION TO ENTER THE PREMISES

8.10.1   Party B agrees that Party A or its authorized agent may enter the
         leased premises at appropriate times and upon reasonable notification
         to Party B (except in emergencies), in order to take appropriate fire
         fighting actions or to deal with other security problems, inspect the
         maintenance service status of the premises, record Party A's fixed
         installations, conduct maintenance service, routine inspections and
         emergency repairs.

8.10.2   After notifying Party B in advance, Party A may bring prospective
         tenants that wish to lease the offices into the leased premises to
         inspect within two months before the expiration of this agreement and
         Party B may not find an excuse to refuse.

8.11     INSURANCE AND THIRD PARTY LIABILITY

         Party B must be responsible for the security of all properties,
         equipment, installations and other tenants within the leased premises,
         and it must purchase the appropriate insurance on its own. If danger
         caused by Party B's private property or Party B's actions cause
         indirect or direct damage or property damage to Party A's building
         facilities or to a third party, Party B must assume the corresponding
         liability and pay compensation; in addition, if Party A is presented
         with a victim claim due to the above-mentioned circumstances, Party B
         must compensate Party A for its losses.

8.12     PASSAGE PERMISSION FOR THE BUILDING'S CONDUITS

         Party B agrees that the conduits to the building's common facilities
         such as water, electricity, gas, communications and central air
         conditioning may pass through the leased premises; Party A is entitled
         to send officers to enter Party B's leased premises to conduct relevant
         inspections, repairs

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         or renovation work, but it should notify Party B in advance, except in
         emergencies. If any renovation work affects the decoration of the
         leased premises, Party A must be liable for Party B's costs for the
         said losses.

8.13     BUILDING INSURANCE NOT TO BE AFFECTED

         Party B may not engage in any activity or action that might cause part
         or all of the building insurance to become invalid. If Party A or its
         authorized management company is required to pay additional insurance
         premiums or any other related expenses due to Party B's improper
         behavior, Party B must promptly pay compensation.

8.14     NO SUBLEASING

         Except with Party A's written consent, Party B may not assign, sublease
         or use other form to transfer all or part of the leased premises for
         use by a third party or for joint use with another party.

8.15     EXCLUSIVE USE OF THE BUILDING NAME

         Except with Party A's written consent, Party B may not use the Chinese
         or English words for "UNION PLAZA" or similar words to conduct business
         operations.

                      CHAPTER 9 PARTY A'S EXEMPTION CLAUSES

9.1      LOSSES CAUSED BY SERVICE TERMINATION

         Under the following circumstances, Party A is not required to be
         responsible for paying compensation for business losses or other
         incidental losses of Party B or relevant persons:

9.1.1    The central air conditioning, elevators, fire control, security system
         or other building facilities are forced to suspend service or undergo
         emergency repairs, and the cause is beyond the control or prior
         knowledge of Party A.

9.1.2    If there is personal, or property damage or destruction caused by a
         fire alarm, water leakage, smoke emissions or other accident within the
         building due to negligence by another tenant or user, Party A should
         recover compensation for damages from the responsible party on Party
         B's behalf.

9.1.3    If the central air conditioning, electricity supply or other services
         are terminated due to an unexpected power outage.

                            CHAPTER 10 FORCE MAJEURE

10.1     If a hurricane, landslide, strata subsidence, natural disaster, war,
         riot or other force majeure event causes serious damage to the
         building, with the result that the building and the leased premises
         cannot be used normally, and a relevant government department declares
         the building to be unsafe (but not including damage caused directly or
         indirectly by negligence or other action by Party B during the lease
         term), and if, as a result of the above, the building is demolished or
         closed for more than three months, Party A must notify Party B in
         writing of the relevant circumstances. Party B may suspend rent
         payments after the building is closed down, until Party A can return
         the leased premises to Party B for use. If the building is completely
         destroyed and Party A cannot complete the repairs within six months,
         either party may notify the other party in writing that the agreement
         is terminated without being required to pay any compensation, and the
         security deposit must be returned to Party B.

                  CHAPTER 11 LIABILITY FOR BREACH OF AGREEMENT

11.1     TERMINATION OF THE AGREEMENT

         Except as provided in Article 7.8 of Chapter 7 and Chapter 10 of this
         agreement, neither party may terminate the agreement in advance. If
         either party commits an act that violates this agreement, it should pay
         compensation for the economic losses caused to the other party by its
         breach of

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         agreement. If both parties are at fault, both parties should assume
         their respective liability for breach of agreement based on the
         circumstances.

11.2     REPOSSESSION OF THE LEASED PREMISES

         Party A is legally entitled to repossess the whole leased premises and
         terminate this agreement under the following circumstances, and Party
         B's security deposit will be completely expropriated by Party A as
         compensation to Party A for its related losses due to Party B's
         violation of the terms of this agreement. If the security deposit is
         insufficient to pay the said losses and expenses, Party A is entitled
         to recover the difference and demand Party B to pay all of the related
         recovery costs and legal fees.

11.2.1   Party B violates any of the terms of this agreement or does not pay the
         rent and other related charges promptly in accordance with the terms of
         the agreement and is more than 15 days in arrears, and Party A has
         given Party B at least seven days' prior written notice, except in
         special circumstances and with the written consent of Party A;

11.2.2   Party B's company is in bankruptcy or liquidation (except for a merger
         with another company or an internal company reorganization or
         consolidation), and Party B has given prior written notice to Party A
         and obtained Party A's consent.

11.2.3   Property in Party B's leased premises has been attached through legal
         procedures by a creditor, and Party B is unable to continue to perform
         this agreement.

11.2.4   Party B is involved in any one of the circumstances listed in Article
         7.8 of Chapter 7 of this agreement.

11.3     NOTICE OF REPOSSESSION OF THE LEASED PREMISES

         Before Party A exercises its rights in accordance with the terms of the
         Article 2 of this Chapter, it must issue a formal and effective written
         notice to Party B.

11.4     RECOVERY RIGHTS

         The continued acceptance of the rent by Party A after it learns of the
         occurrence of a breach of agreement or the temporary toleration by
         Party A of a relevant continuing breach of agreement may not be
         regarded as a waiver by Party A of its recovery rights for Party B's
         breach of agreement. A waiver by Party A of any rights provided in any
         of the terms of this agreement can only be based on Party A's written
         signature. Insufficient payment of rent or other charges by Party B may
         not be regarded as Party A's consent to Party B's reduced payment, even
         though Party A accepts the insufficient amount. Nor does it affect
         Party A's right to recover the insufficient part of the rent or the
         arrears. It also does not affect its right to take other measures as
         provided by this agreement or by law.

11.5     ATTACHMENT

         If Party B violates this agreement and the violation constitutes a
         breach of agreement, Party A is entitled to attach all of Party B's
         security deposit. Moreover, it is entitled to attach the equipment in
         Party B's leased premises in accordance with legal procedures and based
         on the extent of its losses and sell it through auction to compensate
         its losses.

11.6     SUSPENSION OF SERVICES

         If Party B fails to pay the related rent and other charges in
         accordance with the terms of this agreement and it is more than 15 days
         in arrears, Party A is entitled to suspend all services that it
         provides, including but not limited to the electricity supply and air
         conditioning, but Party A must give Party B at least seven days' prior
         written notice.

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11.7     ILLEGAL ACTS

         If Party B is closed down and banned by a court or public supervision
         authority for an illegal act, Party A is not required to return any of
         its security deposit. Moreover, Party A is entitled to recover
         consequential losses caused to Party A by Party B.

                          CHAPTER 12 DISPUTE RESOLUTION

12.1     The making, validity, interpretation, performance and dispute
         resolution of this agreement are all under the jurisdiction of the laws
         of the People's Republic of China.

12.2     When disputes regarding this agreement occur, both parties should do
         all possible to resolve them through friendly negotiation or mediation.
         If unanimity cannot be reached through negotiation and mediation,
         either party may institute legal proceedings at the People's Court for
         the area in which this building is located.

                             CHAPTER 13 OTHER TERMS

13.1     THE VALIDITY OF THE TERMS OF AGREEMENT

         If any of the terms of this agreement conflict with future changes in
         national laws, the national laws will prevail in respect of the
         relevant terms. However, the validity and performance of the other
         terms of this agreement are certainly not consequently affected. Both
         parties must fulfill their responsibilities under the other clauses and
         the new provisions.

13.2     DELIVERY OF CORRESPONDENCE

         If Party A notifies Party B of important matters in writing, it must do
         so in the form of registered mail or personal delivery to the leased
         premises or to Party B's final office in Beijing. Party B should
         deliver correspondence to Party A according to the same method. If
         Party A changes its address, it should notify Party B. The mailing date
         and delivery address of registered mail may play a future reference
         role.

13.3     THE FLOOR PLAN OF THE LEASED PREMISES

         The floor plan of the leased premises in the attachment to this
         agreement is for reference only, and it does not specify the area or
         the dimensions.

13.4     NOTES

13.4.1   As used in this agreement, "Party A" refers to the building owner, its
         agent and successors;

13.4.2   As used in this agreement, "Party B" refers to the lawful tenant of the
         leased premises, including its company employees;

13.4.3   As used in this agreement, "third parties" refer to organizations or
         natural persons other than Party A or Party B.

13.5     CENTRAL AIR CONDITIONING

         The building's central air conditioning service times are from 8:00 am
         to 8:00 pm daily, excluding official People's Republic of China days of
         rest and holidays.

13.6     LAWFUL INDUSTRY

         Party A cannot guarantee or indicate that the premises leased by Party
         B will be suited to Party B's future line of business. Moreover, Party
         B must apply to the government department concerned for the relevant
         business license on its own, and Party B must observe the provisions of
         the People's Republic of China and the government departments concerned
         in its business behavior. If a violation of this article by Party B
         causes losses to Party A, Party B agrees to compensate Party A for its
         losses.

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13.7     STATE REPOSSESSION OF THE BUILDING

         During the lease term, if the People's Republic of China demands
         repossession of the building for its public purposes, Party B must turn
         over the business location before the date designated by the
         government. After Party B turns over the leased premises, it is not
         required to pay the rent, property management fee, telephone charges or
         other related charges payable in accordance with the provisions of this
         lease agreement, but Party B is not entitled to recover damages from
         Party A and Party A must refund the rent balance and the security
         deposit paid by Party B.

13.8     NATIONAL LAWS

         Both parties must observe all of the regulations of the People's
         Republic of China.

13.9     SUPPLEMENTARY AGREEMENT

         Both parties may agree to separately cover matters that are not covered
         in this agreement. This agreement and all of its attachments are
         regarded as components of this agreement and they are of the same legal
         effect.

13.10    THIS AGREEMENT TAKES EFFECT ON THE DATE THAT IT IS SIGNED AND SEALED BY
         BOTH PARTIES.

13.11    THIS AGREEMENT IS IN DUPLICATE, AND PARTY A AND PARTY B EACH KEEPS ONE
         COPY.

Party A (Signature): /s/ Liu Hu Sheng       Party B (Signature):
                    ------------------

Legal Representative (or Principal):        Legal Representative (or Principal):
/s/ Li Xiang Lan
--------------------------------------

Agent: /s/ Li Hong Yan                      Agent: /s/ Sun Xin
       -------------------------------             -----------------------------

Date: February 27, 2003                     Date: February 27, 2003

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ATTACHMENT 1

                            FLOOR PLAN OF FIFTH FLOOR

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ATTACHMENT 2

                         BUILDING MANAGEMENT REGULATIONS

         In order to protect the interests of all of the tenants of the building
and maintain the management quality of the building, the tenants must
conscientiously observe the following management regulations. The management
company is entitled to revise the substance of these regulations to suit the
conditions, and it will notify all tenants of the relevant modifications in
writing.

1.       THE FACILITIES AND THE STRUCTURE

         Without the prior written approval of the management company, tenants
         must not modify the facilities of the building within the leased
         premises. The management company strictly prohibits tenants from
         affecting the building structure and appearance, and tenants may not
         arbitrarily put up partitions, build walls, connect walls, or drill
         through walls, windows, doors, or floors, etc.

2.       INTERIOR DECORATION

         If tenants need to perform any finishing or remodeling projects within
         the leased premises, they must apply in advance to the management
         company, and they must observe all of the provisions of the "Tenants'
         Decoration Rules" and the "Beijing Municipal Fire Safety Regulations".
         If the related decoration requires the hiring of an engineer or other
         relevant professionals, or the approval of sectors such as the fire
         department, the tenant must assume the said professional fees.

3.       NO SIGNS OR ADVERTISEMENTS

         In order to maintain the unified appearance of the building, tenants
         may not erect or post promotional materials such as posters,
         advertisements or playbills in any part of the public areas or on the
         exterior facade of the building, they may block the windows with any
         articles.

4.       FLAGPOLES AND ANTENNAS

         Tenants may not erect flagpoles or antennas or fly flags on the outside
         of the leased premises or in other public areas.

5.       NO PLACING OF ARTICLES IN THE PUBLIC AREAS

         Tenants may not dump articles such as furniture, showcases, exhibits,
         cases, garbage, or odds and ends in places outside of the leased
         premises, including the building's lobbies, power supply rooms,
         staircases, hallways or other common areas. Otherwise, the management
         company is entitled to move the articles without notifying the tenant,
         in order to ensure that the fire exits are unobstructed, but the tenant
         must pay all cleaning and removal expenses.

6.       NO PETS

         Tenants may not bring animals into the building or keep poultry,
         livestock, or any pets in the leased premises.

7.       NO COOKING

         Tenants may not engage in cooking that emits unusual odors in the
         leased premises or the common areas.

8.       NO SMOKING

         Tenants may not smoke, spit or throw waste in the building's common
         areas, hallways or elevators.

9.       NO ARBITRARY OPENING OF WINDOWS

         In order to ensure the efficient use of the building's air conditioning
         energy, tenants may not arbitrarily open the office windows.

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10.      NO INCREASED LOAD

         Without the written approval of the management company, tenants may not
         change, transfer, or increase the load on the power consumption and
         water consumption equipment or on the central air conditioning without
         authorization. If the tenant uses super high capacity electrical
         appliances, it must notify the building maintenance department in
         advance, in order to keep the building's normal electricity supply from
         being affected.

11.      MOVEMENT OF HEAVY ARTICLES

         Without making arrangements with the management company, tenants may
         not move large safes, heavy appliances or other large things into or
         out of the building. The management company will arrange suitable
         delivery times for tenants, but deliveries may not affect the normal
         operation of the building. Tenants may not use the passenger elevators
         to deliver goods. If the facilities of the common areas are damaged
         during deliveries, the tenant must be responsible for all repair costs.

12.      NO OVERLOADING

         If the tenant places safes, machinery, or other heavy appliances in the
         leased premises, it must submit a written application to the management
         company. If the said application needs to be approved by professionals,
         the tenant must pay the related charges. However, the said heavy
         articles that are stored may not exceed the floor's load capacity.

13.      NO WEAPONS OR DANGEROUS ARTICLES

         The articles listed below may not be brought into or stored in this
         building under any circumstances:

         (1)      Flammable, explosive, poisonous or radioactive chemical
                  substances;

         (2)      Weapons, ammunition or any illegal articles.

14.      NO OFFENSIVE BEHAVIOR

         Tenants must not conduct any activities within the leased premises that
         might danger the management company or the building's tenants or incur
         the disgust of or make trouble for other people. In addition, tenants
         may not commit actions within the building that conflict with the laws
         and regulations (particularly the fire regulations) of the Chinese
         government.

15.      CLEANING

         (1)      The building management company has the centralized
                  responsibility for the cleaning and sanitation of all of the
                  public areas of the building; all tenants should handle their
                  office sanitation or authorize the building management company
                  to provide compensable services on its own. Tenants may not
                  engage other cleaning contractors.

         (2)      Tenants must direct their cleaning officers to move their
                  daily garbage and waste to a place designated by the
                  management company.

         (3)      The management company, tenants and their employees and
                  cleaning contractors must cooperate in maintaining a clean
                  image for the building.

16.      NO LEAFLETING

         Without the approval of the management company, tenants may not pass
         out business leaflets within the building.

17.      PEST CONTROL

         Tenants should keep their leased premises clean and free of pests. If a
         pest infestation occurs, tenants must promptly notify the management
         company to do extermination work.

18.      NO STORAGE OF GOODS

         The tenant may not use the leased premises to manufacture or store
         goods or commodities, except for a few goods and commodities related to
         the tenant's business, as samples and exhibits.

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19.      NO AUCTION

         The tenant may not hold or allow another party to hold an auction
         within the leased premises.

20.      NO PREPARED FOODS

         Tenants may not have large amounts of prepared foods delivered to the
         leased premises, except for tenant's employees or guest, but there
         should be no dining in the common areas. The related leftovers must be
         handled properly and placed at the designated collection site.

21.      OPEN FOR BUSINESS

         The tenant must keep the leased premises in normal operation. If the
         tenant needs to suspend business for more than seven days, it must give
         prior written notification to the management company of the suspension
         time and period.

22.      DOOR LOCKS

         Without the written consent of the management company, tenants may not
         add locks or security systems to the front doors of their leased
         premises. If they need to change the original locks or install security
         systems, they must submit a written application to the management
         company in advance.

23.      ADDITIONAL AIR CONDITIONING

         If the tenant needs central air conditioning outside the office hours,
         it must apply to the management company 24 hours in advance, and the
         tenant must pay all related costs.

24.      THIRD PARTY INJURIES

         If tenant's negligence causes damage to the leased premises which
         results indirectly or directly in an injury to any person, the tenant
         must assume the related liability; in addition, if the management
         company is presented with a victim claim due to the above-mentioned
         circumstances, the tenant must pay compensation for Party A's losses.

25.      OFFICE USE

         The tenant may not use the leased premises for purposes other than as
         offices, or for any illegal or immoral activities. In addition, it may
         not stay in the leased premises overnight, but if the tenant needs to
         work overtime, it should notify the building security department in
         advance.

26.      CONTACT TELEPHONE

         The tenant should notify the building security department of its
         company's business telephone number, so that it is prepared to receive
         arriving guests in a timely way. In addition, the tenant must provide a
         contact telephone number for non-business hours, so that the security
         department can notify the tenant in a timely way if the security staff
         discovers special circumstances in the leased premises such as unusual
         sounds, abnormal odors or fire alarms during non-business hours.

27.      DAMAGE TO THE FACILITIES

         If improper use by the tenant or its employees causes damage to the
         facilities within the leased premises and affects the normal operation
         of the building's equipment system, the management company will ask the
         tenant to make cash compensation based on the extent of the damage.

28.      DAMAGE TO THE GLASS WINDOWS

         If the glass windows on the exterior wall of the leased premises are
         damaged or broken in any way, the tenant should immediately notify the
         management company, and it shall not replace the glass windows on its
         own. If the glass windows on the exterior wall within the leased
         premises are damaged by the tenant deliberately or through negligence,
         the tenant must assume all of the related costs of replacing the glass
         windows.

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29.      DOOR EXIT PASSES FOR ARTICLES

         When the tenant needs to move articles such as valuables, electrical
         appliances or furniture out of the building, it should acquire a door
         exit pass from the building security department. Otherwise, the
         security officer is entitled to prevent the movement.

30.      THE REGISTRATION SYSTEM

         If the tenant needs access to the building during non-business hours
         (excluding legal holidays and from 8:00 a.m. to 7:00 p.m. on weekdays),
         it must complete registration formalities. Otherwise, the security
         officer is entitled to refuse access to the building by the tenant.

31.      OVERTIME WORK

         If the tenant needs to work overtime (perform overtime work), please
         apply in advance to the security department, so that the security
         officer can patrol the tenant's leased premises occasionally to ensure
         the tenant's security.

32.      FIRE PROTECTION MEASURES

         (1)      Upon leaving the office, please check and turn off all
                  electricity switches and ensure that no unextinguished
                  cigarette butts or any other live embers are left behind.

         (2)      When smoking inside the leased premises, it is necessary to
                  put all articles such as matches and cigarette butts into
                  ashtrays. They may not be dropped onto the floors or into
                  wastebaskets. No smoking is permitted in the hallways,
                  staircases or elevators.

33.      FIRE SAFETY AGREEMENT

         (1)      Before the tenant is admitted, it must sign a "Security and
                  Fire Prevention Responsibility Agreement" with the management
                  company in accordance with national regulations. Otherwise, it
                  will bear all liability and consequences.

         (2)      External organizations that perform construction and repair
                  work in the building must observe the Beijing Municipal fire
                  code, conscientiously implement the "Building Security
                  Policy", and sign a "Fire control and safety management
                  agreement for an external organization performing construction
                  and repair work within the building" with the management
                  company.

34.      PARKING LOT REGULATIONS

         If the tenant uses the building's parking lot equipment, it must
         observe all parking lot regulations.

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