THIS AGREEMENT made the _____ day of ____________ One Thousand Nine
Hundred and __________________ BETWEEN the party whose name and address and
description are set out in Part 1 of the Schedule hereto (hereinafter called
"the Landlord") of the one part and the party whose name address and description
are set out in Part 2 of the Schedule hereto (hereinafter called "the Tenant")
of the other part

WHEREBY IT IS HEREBY AGREED as follows: -

         1.       The Landlord lets and the Tenant takes ALL THOSE the
                  premises more particularly set out and described in Part
                  3 of the Schedule hereto and as shown on the plan hereto
                  annexed and thereon colored Pink (hereinafter referred to
                  as "the said premises") Together with the use in common
                  with other persons entitled thereto of the water closets
                  lavatories and convenience an the same floor of the
                  building of which the said premises form part
                  (hereinafter referred to as "the said building") together
                  also with the use for the Tenant his servants and
                  visitors of the lifts (during such hours as the same
                  shall be operating) and the entrance hall staircase
                  corridors and passages or the said building for the
                  purpose at passing and repassing at all times during
                  office hours to and from the said premises EXCEPT and
                  reserving unto the Landlord the right of passage of
                  running of water electricity gas and soil through the
                  sewers drains and chattels in of under the said premises
                  for the term specified in Part 4 of the Schedule hereto
                  determinable as hereinafter mentioned at the rent set out
                  in Part 5 a( the Schedule hereto exclusive of rates and
                  management fees payable in advance on the 1st day of each
                  and every calendar month without any deduction or set-off
                  whatsoever.

         2.       The Tenant to the Intent that the obligations may continue
                  throughout the term of tenancy hereby agrees with the Landlord
                  in the manner following this is to say:

                  (a)      To pay the rent hereby stipulated an the day and in
                           the manner aforesaid without any deduction or set-off
                           whatsoever.

                  (b)      To pay and discharge punctually during the said
                           term of tenancy all Rates, taxes, assessments,
                           duties, charges, impositions, utility charges and
                           other outgoings now or at any time hereafter to be
                           imposed or charged by the Government of Hong Kong
                           or other lawful authority in respect of the said
                           premises or any part thereof upon the owner or
                           occupier (hereof save and except only the Crown
                           Rent and Property Tax Provided That in the case of
                           Rates, if on the commencement of the said term of


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                           tenancy. the said building or the said premises has
                           not yet been assessed to rates by the Government, the
                           Tenant shall pay the sum equivalent to 4.5% of the
                           rent hereby reserved in respect of the said premises
                           or at such other rate as shall reasonably be requited
                           by the Landlord as deposit by way of security for the
                           due payment or Rates subject to adjustment on actual
                           rating assessment being received from the Government.

                           (c)   (i) To pay to the Landlord punctually during
                                 the said term of tenancy such monthly
                                 contribution towards the costs, charges and
                                 expenses for the management and maintenance
                                 of the said building and for the supply of
                                 air-conditioning to, the said premises as
                                 shall reasonably be required by the Landlord
                                 and unless and until otherwise revised
                                 subsequently the Tenant shall pay to the
                                 Landlord the sum as set out in Part 6 of the
                                 Schedule hereto for the management and
                                 maintenance of the said building and the
                                 supply of air-conditioning service aforesaid
                                 such sum to be paid in advance on the first
                                 day of each and every calendar month during
                                 the said term without deduction and
                                 abatement whatsoever.

                           (ii   It at any time during the said term of tenancy
                                 the operating costs relative to the management
                                 and maintenance of the said building and/or to
                                 the supply of the said air-conditioning
                                 service shall have risen, the Landlord shall
                                 be entitled to increase the said management
                                 and/or air-conditioning charges in proportion
                                 to the said increase and the Tenant shall
                                 further pay to the Landlord such Increase as
                                 aforesaid provided always that there shall be
                                 no restriction on the number of such increase
                                 during any given period and that at least one
                                 month's prior notice in writing shall be given
                                 to the Tenant before the increase takes effect.

                  (d)      To pay and discharge punctually during the said
                           term all charges of electricity, water, gas.
                           telephone rental and other outgoings now or at any
                           time hereafter consumed by the Tenant and
                           chargeable In respect of the said premises and to
                           make all necessary deposits for the supply of
                           electricity, water and gas to the said premises
                           when required.

                  (e)      To keep the said premises including (without
                           limitation) the flooring and interior plaster or


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                           other finishes to walls and ceilings and the
                           Landlord's fixtures and fittings therein arid all
                           additions thereto and all the doors windows
                           installations wiring and piping of the said premises
                           In good clean and tenantable repair and condition and
                           property preserved arid painted and to maintain the
                           same at the expense of the Tenant throughout the term
                           of the tenancy herein created and to yield them up in
                           such repair and condition at the expiration or sooner
                           determination of the term of the tenancy hereby
                           created.


                  (f)      To keep at all times during the said term of tenancy
                           at the expense of the Tenant both the interior and
                           exterior of the windows of the said premises in a
                           good clean and tenantable state and in proper repair
                           and condition to the satisfaction of the Landlord.

                  (g)      To replace all broken or damaged windows window
                           frames or shop fronts whether the same be broken or
                           damaged by the negligence of the Tenant or owing to
                           circumstances beyond the control of the Tenant with
                           glass and materials of the same quality and thickness
                           as presently installed.

                  (h)      To repair or replace If so required by the
                           appropriate electricity supply company under the
                           terms of the Electricity Supply Ordinance Cap. 103
                           or its equivalent for the time being In force or
                           any Orders In Council or Regulations made
                           thereunder aft the electrical installations and
                           wiring from the Tenant's meter or meters to and
                           within the said premises.

                  (i)      To keep at all times during the said term of
                           tenancy at the expense a( the Tenant such
                           lavatories and water closets and all the apparatus
                           and equipment in connection therewith as will be
                           allocated to the exclusive use of the Tenant and/or
                           his employees in a good clean and tenantable state
                           and In proper repair and condition to the
                           satisfaction of the Landlord and of the Public
                           Health of other Government Authorities concerned.

                  (j)      To quietly yield up possession of the said premises
                           at the expiration or sooner determination of the
                           tenancy in good clean and tenantable repair and
                           condition Together with any additional erections
                           alterations or improvements which the Tenant may
                           with the consent of the Landlord have made upon or
                           in the said premises and which the Landlord In his
                           absolute discretion may be willing to retain


<PAGE>



                           without payment of any compensation for such
                           additional erections alterations or improvements, the
                           Tenant shalt remove its other trade fixtures and
                           fittings and make good all damages Including damage
                           to the Landlord's decoration within the said premises
                           and within the said building caused by such removal
                           to the satisfaction of the Landlord. The Landlord
                           shall have the right to require the Tenant to
                           reinstate to Its original state any part of the said
                           premises in respect of which the Tenant may have
                           carried out any alterations with the consent at the
                           Landlord. Any properties left In the said premises by
                           the Tenant Upon the expiration or sooner
                           determination of the term of the tenancy herein
                           created shall be conclusively deemed to be abandoned
                           by the Tenant and the Landlord may at its sale
                           discretion remove and dispose of the same in such
                           manner as it thinks fit at the expense of the Tenant
                           and the Tenant shall forthwith on demand reimburse
                           the Landlord for the expenses so incurred and the
                           Landlord shall not be accountable or liable to the
                           Tenant in any way whatsoever for such removal and
                           disposal nor shall the Landlord be held accountable
                           at liable to the Tenant for the return or the value
                           of such properties or the sale proceeds thereat (if
                           any) and the Tenant shall Indemnify the Landlord
                           against any claims and proceedings in respect of or
                           howsoever related to the removal and disposal of such
                           properties.

                  (k)      To pay on demand to the Landlord the cost of
                           replacing all windows curtain walls shutters or glass
                           at or in the said Premises or the said building
                           broken or damaged by the Tenant of employees agents
                           licensees or workmen or the Tenant.

                  (a)      To pay the Landlord immediately upon demand the cost
                           of affixing repairing and replacing as necessary the
                           Tenant's name in lettering to the show window front
                           or door panel of the said promises and the cost of a
                           signboard to be erected by the Landlord and displayed
                           Immediately outside the said premises with the
                           Tenant's name thereon.

                  (m)      (i)   To permit the Landlord and his agents with or
                                 without workmen or others and with or without
                                 appliances at aft times to enter and view the
                                 state of repair of the said premises. to take
                                 inventories at the Landlord's fixtures
                                 therein. to test the electric wiring, to read
                                 the meters. to carry out any works repairs or
                                 maintenance therein Provided That in the event
                                 at an emergency the Landlord Its employees or


<PAGE>



                                 agents may enter without notice and forcib4y
                                 if necessary.,

                           (ii   On receipt of any notice from the Landlord or
                                 its authorized representative specifying any
                                 works or repairs which require to be done and
                                 which are the responsibility of the Tenant
                                 hereunder forthwith to carry out the same and
                                 it the Tenant shall not within 14 days from
                                 the date of such notice proceed diligently
                                 with the execution of such works or repairs.
                                 the Landlord or its employees or agents may at
                                 its sole discretion enter upon the said
                                 promises and forcibly it need be to carry out
                                 any such works or repairs at the expenses of
                                 the Tenant and the Tenant shall forthwith
                                 reimburse the Landlord the expenses carrying
                                 out any such repair and of the Landlord's
                                 surveyor and otherwise in respect of the
                                 preparation al the notice (if any). The Tenant
                                 hereby further agrees to keep the Landlord
                                 indemnified against any cost claim damage or
                                 proceedings resulting from or attributable to
                                 such default.

                  (n)            To allow the Landlord or its servant or agents
                                 and workmen to enter into the said premises at
                                 air times for the purpose of installing and
                                 affixing lighting in the space between the
                                 curtains and the window frames within the said
                                 premises such materials, fixtures and fittings
                                 so provided shall remain the Landlord's
                                 properly, or for the purpose of carrying out
                                 any cleaning or disinfectant works of for the
                                 purpose of carrying out such other repairs or
                                 installation works as may Involve the removal
                                 of doors or windows or cause any damage to the
                                 walls. partitions, ceilings or fittings
                                 provided that the Landlord shall re-install
                                 and make good such removal or damage on
                                 completion of the said works.

                  (a)            To carry out and comply with all ordinances,
                                 regulations, by-laws and rules and all
                                 notices and requirements of the appropriate
                                 Government authorities in connection with or
                                 in relation to the Tenant's business carried
                                 on In the said premises,

                  (o)            To observe and comply with the rules
                                 regulations or requirements stated In
                                 notices or announcements from time to time
                                 made or issued by the Landlord or the
                                 management company of the said building for
                                 the


<PAGE>



                                 maintenance and management or the said
                                 building including the time and arrangement
                                 for operating the equipment, lifts and the
                                 use at entrance and passage ways.

                  (p)            To be liable for the acts neglect omissions
                                 and default of the contractors employees
                                 agents or licensees of the Tenant as if they
                                 were the acts neglect omissions and default
                                 of the Tenant.

                  (q)            To take all precautions to protect the
                                 interior of the said premises against damage
                                 by storm or typhoon of the like threats.

                  (r)            To take all steps to prevent the drains
                                 pipes within or about the said premises from
                                 being choked or stopped up and to forthwith
                                 clean clear repair and replace the same upon
                                 such choking or slopping up.

                  (s)            To pay an demand to the Landlord the cost to
                                 be incurred by the Landlord in cleaning,
                                 clearing, repairing or replacing any of the
                                 said drains or pipes choked or stopped up due
                                 to the default of the Tenant or its employees,
                                 agents, assistants, licensees, workmen or
                                 visitors.

                  (n)            To pay for the installation of all Internal
                                 air-conditioning ducts and diffusers
                                 required in the said premises.

                  (o)            To be responsible for the general cleaning
                                 service of the Interior of the said premises
                                 and the proper disposal of refuse and shall
                                 only appoint such contractor approved by the
                                 Landlord for such cleaning and disposal of
                                 refuse service.

                  (p)            To submit 3 sets of drawing of interior finish
                                 to the Landlord for approval (which may be
                                 withheld or granted at the Landlord's sole and
                                 absolute discretion) before commencing
                                 decoration and fitting out works at the said
                                 premises and not to carry out such decoration
                                 and fitting out works without the Landlord's
                                 prior written approval (which may be withheld
                                 or granted at the Landlord's sole and absolute
                                 discretion).

                  (q)            Not without the previous written consent of
                                 the Landlord to remove erect install or
                                 alter any fixtures fittings partitioning
                                 doors or


<PAGE>



                                other erection or installation in the said
                                premises or any pad thereof or to install
                                any equipment apparatus or machinery which
                                imposes a weight on any part of the flooring
                                in the said premises In excess of the
                                maximum weight prescribed by the Landlord or
                                the relevant Government authorities or which
                                requires any additional electrical main
                                wiring or which consumes electricity not
                                metered through the Tenant's separate meter.

                  (r)           Not to make any alteration or addition of
                                any kind to the outside of the said
                                premises.

                  (s)           Not to put up any blinds, curtains or any
                                similar materials visible (ram outside other
                                then those the color of which shall be first
                                approved by the Landlord for the windows of
                                the said building.

                  (aa)     Not to install additional locks bolts or other
                           fittings to the entrance doors of the said premises
                           or in any way to cut or alter the same.

                  (bb)     Not to install any electrical wirings in any
                           concealed part of the said premises unless such
                           wirings are inserted inside metal conduit.

                  (cc)     Not to do any act of thing liable to cause any fire
                           risk or other hazard in the said building.

                  (dd)     Not to assign underlet part with the possession of
                           or transfer the said premises or any part thereof
                           or any interest therein nor permit or suffer any
                           arrangement or transaction whereby any person who
                           is not a party to this Agreement obtains the use
                           possession occupation or enjoyment of the said
                           premises or any part thereof irrespective of
                           whether any rental or other consideration is, given
                           therefor.  The tenancy created hereunder is
                           personal to the Tenant named in this Agreement and
                           without in any way limiting the generality of the
                           foregoing the following acts and events shall
                           unless with prior written approval of the Landlord
                           be deemed to be breaches of this Clause: -

                           (i)   In the case of the Tenant being a
                                 partnership. the death or retirement of an
                                 existing partner or the taking in of one or
                                 more new partners or the happening of any
                                 event which will in law amount to
                                 dissolution of a partnership.

                           (ii   In the case of the Tenant being an individual,
                                 the death insanity insolvency bankruptcy or


<PAGE>



                                  other legal disability of that individual to
                                  the intent that no right to use possess
                                  occupy or enjoy the said premises or any
                                  part thereof shall be vested in the
                                  executors administrators personal
                                  representatives next of kin trustee receiver
                                  or committee of any such individual.

                           (iii)  In the case of the Tenant being a corporation,
                                  any take-over reconstruction amalgamation
                                  merger voluntary liquidation or change in
                                  the person or persons who owns or own a
                                  majority of its voting shares or who
                                  otherwise has or have effective control
                                  thereof.

                           (iv    The giving by the Tenant of a Power of
                                  Attorney or similar authority whereby the
                                  donee of the power obtains the right to use
                                  possess occupy or enjoy the said premises or
                                  any pan thereof or does in fact use possess
                                  occupy or enjoy the same.

                           (v)    The change of the Tenant's business name.

                  (ee)     Not to use the said premises except for the purpose
                           of carrying an the lawful business or profession of
                           the Tenant as an office only and not to allow the
                           same or any part thereof to be used by any other
                           person firm or corporation.

                  (ff)     Not to use the said premises or allow this same to be
                           used for any illegal or immoral purpose of for
                           carrying on any offensive trade or occupation.

                  (gg)     Not to use or permit or suffer the said premises or
                           any part thereof to be used for preparing food or as
                           sleeping quarters or as domestic premises within the
                           meaning of any landlord and tenant legislation for
                           the time being in force nor to allow any person to
                           remain in the said premises overnight without the
                           prior written consent of the Landlord.

                  (hh)     Not to use or permit or suffer the said premises to
                           be used for the purpose of the production
                           manufacture or making of goods and merchandise nor
                           for the storage of goods and merchandise other than
                           samples and exhibits reasonably required in
                           connection with the Tenant'$ business carried on
                           therein and only in such quality as permitted by
                           the Landlord in writing.

                  (ii      Not to affix put up paint or display any signboard,
                           sign, decoration or other thing whatsoever outside
                           the said premises or any door wall pier or window


<PAGE>



                           except with the written approval of the Landlord. The
                           Landlord shall have absolute discretion in granting
                           or refusing such approval and any approval to be
                           granted shall be subject to such conditions as the
                           Landlord may think fit. The Landlord shall have the
                           right to remove at the cost and expense to the Tenant
                           any signboard, sign, decoration or thing which shall
                           be affixed put up painted or displayed without the
                           prior approval of the Landlord.

                  (jj)     Not to use or permit to be used the Passenger Lifts
                           of the said building for the purpose of carrying any
                           furniture or goods or heavy articles, arid to observe
                           the regulations affecting the use of all lifts as
                           indicated therein or intimated by the Landlord or
                           management company from time to time.

                  (kk)     Not to use the said premises as a stockbroker's
                           office whether kindred or otherwise without the prior
                           approval of the Landlord in writing.

                  (ll)     Not to use or suffer to be used any part of the said
                           premises for the provision of tourist services
                           without the prior approval of the Landlord In
                           writing.

                  (mm)     Not to allow any visitors. licensees or servants of
                           the Tenant to stand or queue up outside the said
                           premises thereby causing an obstruction to the
                           passages and entrance halls used in common with the
                           other tenants of the said building.

                  (nn)     Not to do of permit to be done in or upon the said
                           premises or any part thereof anything which may be
                           or become a nuisance annoyance damage or
                           disturbance to the Landlord or the tenants or
                           occupiers of the other parts of the said building
                           of which the said premises form part or of other
                           property in the neighbourhood or in anywise against
                           the law or regulations of Hong Kong,

                  (oo)     Not to produce or suffer or permit to be produced
                           at any time in the said premises any music or noise
                           (including sound produced by broadcasting from
                           Television. Radio and any equipment or instrument
                           so capable of producing or reproducing music and
                           noise) so as to constitute a nuisance or to give
                           cause for reasonable complaint from the occupants
                           of neighbouring shops or other premises in the said
                           building.

                  (pp)     Not to damage or cause to be damaged any
                           structures, fixtures, decorations, installations
                           outside of the said premises including lifts,


<PAGE>



                           cloakroom. service pantries, halls, passages,
                           staircases, drainage wells. walls, ceilings of the
                           said building and to pay an demand to the Landlord
                           the cost and expenses incurred by the Landlord in
                           repairing making good such damage of cleaning the
                           same.


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

                  (rr)     Not to change or in any way alter the standard
                           entrance or exit doors provided by the Landlord for
                           access to the said premises.

                  (ss)     Not to do permit or suffer anything to be done in
                           arid upon the said premises whereby the policy or
                           policies of lire insurance upon the said building or
                           any part thereof may be invalidated or the premium
                           for such insurance shall be increased.

                  (tt)     Not without the previous written consent of the
                           Landlord to cut maim injure drill into or deface or
                           permit or suffer to be cut maimed injured drifted
                           Into or defaced any doors windows floor walls curtain
                           walls beams columns structures or the fixtures and
                           fitting in the said premises or the said building.

                  (uu)     Not to keep or store or cause or permit or suffer
                           to be kept or stared "thin the said premises or any
                           pan thereof any arms ammunitions gun powder
                           saltpeire kerosene or other explosive of
                           combustible substance or dangerous or prohibited
                           goods within the meaning of the Dangerous Goods
                           Ordinance or any enactment replacing the some and
                           the Regulations applicable thereto, and In so far
                           as such Ordinance or Its schedules may he offered
                           this Clause shall apply equally to any alteration
                           thereto.

                  (vv)     Not to do or cause or permit or suffer to be done any
                           act deed matter or thing whatsoever which will amount
                           to a breach or nonobservance of the terms and
                           conditions under which the said premises are held
                           from the Crown or of the Deed of Covenants (if any)
                           In respect of the sold building and to keep the
                           Landlord indemnified against any such breach.

                  (ww)     Not to encumber with boxes or otherwise, or place or
                           leave rubbish or any article or thing whatsoever upon
                           any part of the said building which is not hereby
                           exclusively let to the Tenant Provided That any
                           properties left upon any part of the said


<PAGE>



                           building which is not hereby exclusively lot to the
                           Tenant shall be conclusively deemed to be abandoned
                           by the Tenant and the Landlord may at its sole
                           discretion remove and dispose of the same in such
                           manner as it thinks fit at the expense of the Tenant
                           and the Tenant shall forthwith on demand reimburse
                           the Landlord for the expenses so Incurred and the
                           Landlord shall not be accountable or liable to the
                           Tenant in any way whatsoever for such removal and
                           disposal nor shall the Landlord be held accountable
                           or liable to the Tenant for the return or the value
                           of such properties or the sale proceeds thereof (if
                           any) and the Tenant shall indemnity the Landlord
                           against any claims and proceedings In respect of or
                           howsoever related to the removal and disposal of such
                           properties,

                  (xx)     Not to cause or permit or suffer any odours or
                           noxious smells which shall in the opinion of the
                           Landlord be offensive or unusual to be produced upon
                           permeate through or emanate from the said premises.

                  (yy)     Not to keep or permit or suffer to be kept any
                           animals or pets inside the said premises and at the
                           Tenant's expense to take elf such steps and
                           precautions as shall be required by the circumstances
                           to prevent the said premises or any part thereof from
                           becoming infested by termites rats mice roaches or
                           any other pests or vermin.

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

                  (a)      That the Tenant paying the rent hereby stipulated
                           and observing and performing the several
                           stipulations herein contained and on the Tenant's
                           part to be of service and performed shall
                           peacefully hold and enjoy the said premises during
                           the said term of tenancy without any interruption
                           by the Landlord or any person lawfully claiming
                           under or in trust for him.

                  (b)      To pay the Crown Rent and Property Tax in respect of
                           the said promises during the said term of tenancy.

                  (c)      To keep the roof and the main drains and pipes of the
                           said premises in a proper state of repair at the cost
                           of the Landlord but the Landlord shall not be liable
                           under the terms of this provision unless and until
                           notice in writing shall previously have been given by
                           the Tenant to the Landlord of the want of repair and
                           amendment or a request in


<PAGE>



                           writing shall have been previously sent to the
                           Landlord to come to view the state thereof Provided
                           that the Landlord shall be entitled to have a
                           reasonable time wherein to view repair and amend the
                           said defects.

         4.       Provided always and it Is hereby expressly agreed as
                  follows: -

                  (a)      If the rent hereby stipulated or any part thereof
                           and/or charges, fees. expenses and outgoings
                           payable by the Tenant. hereunder shall be unpaid
                           for 7 days after becoming payable (whether legally
                           or formally demanded or not) or it the Tenant shall
                           fall or neglect to perform or observe any term and
                           conditions herein contained and on the Tenant's
                           part to be performed of observed or If the Tenant
                           or the person In whom for the time being the term
                           of tenancy shall be vested shall become bankrupt or
                           in the case of a limited company shall go Into
                           liquidation or if a petition In bankruptcy against
                           the Tenant, or a petition for the winding up of the
                           Tenant if a limited company shall have been filed,
                           or if the Tenant shall enter into any composition
                           or arrangement with creditors or shall suffer the.
                           Tenant's goods to be levied on execution then and
                           in any of the said cases it shall be lawful for the
                           Landlord at any time thereafter to determine this
                           Agreement and to re-enter upon the said premises or
                           any part thereof in the name of the whole but
                           without prejudice to any right of action of the
                           Landlord in respect of any breach of the Tenant's
                           terms and conditions herein contained and a written
                           notice served by the Landlord on the Tenant in the
                           manner hereinafter provided to the effect that the
                           Landlord thereby exercises the power of re-entry
                           and/or determination hereinbefore contained shall
                           be a full and sufficient exercise of such power. An
                           costs and expenses incurred by the Landlord in
                           demanding the rent and other, charges (if the
                           Landlord elects to demand) with a view to
                           exercising the sold rights or remedies or
                           attempting to do (he same shall be repaid by the
                           Tenant and is recoverable from him as a debt
                           PROVIDED ALWAYS that the Landlord shall be under no
                           obligation to demand the rent or other said charges
                           or to serve the said notice before the Landlord
                           exercises the said rights and remedies.

                  (b)      To secure the due performance and observance of the
                           terms and conditions herein contained the Tenant
                           shall on the signing hereof pay to the Landlord by
                           way of deposit the sum as set out in Part 7 of the
                           Schedule hereto and (a maintain the said sum

<PAGE>
                           throughout the duration of the sold term of
                           tenancy. After the determination of the tenancy and
                           provided that the said rent hereby stipulated shall
                           have been duly paid an due dales and of) other
                           terms and conditions herein contained shall have
                           been duly performed and observed by the Tenant then
                           within the period of 30 days after [he Tenant shall
                           have delivered up vacant possession of the said
                           premises to the Landlord of the settlement of the
                           last outstanding claim by the Landlord against the
                           Tenant, whichever is the later, the Landlord shall
                           return to the Tenant the said deposit money without
                           Interest but (he said deposit shall be absolutely
                           forfeited to the Landlord if the Tenant shall tail
                           to perform or observe any of the terms and
                           conditions herein contained without prejudice to
                           the Landlord's rights to claim damages for breach
                           of contract.

                  (c)      The Landlord shall provide and maintain for the
                           said premises during the said term central air-
                           conditioning services as hereinbefore mentioned but
                           the Landlord reserves the right to change the
                           period during which the central air-conditioning
                           system is operated in the said building. The
                           Landlord further reserves the right to discontinue
                           the control' air-conditioning services in the event
                           of typhoon signal No. 8 or over being hoisted.
                           Unless and until otherwise adjusted a central air-
                           conditioning services will be provided between the
                           period specified in Part 8 of the Schedule hereto
                           Provided that the Landlord shall neither be liable
                           to pay compensation to the Tenant in respect of any
                           period during which due to circumstances beyond the
                           control of the Landlord the proper operation of the
                           air-conditioning -plant shall be Interrupted as the
                           result of mechanical failure or need for repair or
                           overhaul nor shall the Landlord be liable thereby
                           to grant an abatement of air-conditioning charges
                           in respect of such Interruption. And the Tenant
                           further agrees to keep all windows and doors closed
                           while the air-conditioned ventilation is in
                           operation and the Landlord shall have the right to
                           send a representative to close the same for the
                           Tenant should it be found that the Tenant does not
                           comply with the notice to that effect of the
                           Landlord and the persistent breach of the Tenant of
                           this clause is a breach for the term of this
                           Agreement justifying the Landlord to exercise. The
                           rights of re-entry or other remedies herein.

                  (d)      The fancoil units of the air-conditioning service as
                           stipulated in Clause 4(c) hereof serving the said
                           premises shall be connected at the Tenant's


<PAGE>



                           cost to the Tenant's separate electricity meters and
                           the Tenant shall pay for the electric power consumed
                           thereby, Any alteration to the location of the
                           fancoil units shall be at the Tenant's expense and
                           subject to the Landlord's prior approval (which may
                           be withheld or granted at the Landlord's sole and
                           absolute discretion) in writing.


                  (e)      The Landlord shall have the right to provide
                           alternative entrance to the lift hall on the ground
                           floor.

                  (f)      Acceptance of rent and/or charges, lees, expenses and
                           outgoings by the Landlord shall not be deemed to
                           operate as a waiver by the Landlord of any eight to
                           proceed against the Tenant in respect of a breach by
                           the Tenant of any of his obligations hereunder.

                  (g)      If the said premises or any part thereof shall be
                           destroyed or damaged by storm typhoon fire
                           earthquake subsidence of the ground landslide or
                           any other calamity beyond the control of the
                           Landlord and not attributable to the negligence or
                           default of the Tenant so as to be unlit for
                           occupation and use or if the said premises or any
                           part thereof shall be required to be closed or
                           demolished by an Order of the Building Authority or
                           closed by a Closure Order made by the District
                           Court, the rent hereinbefore stipulated or a fair
                           proportion thereof according to the nature and
                           extent of the damage sustained shall cease to be
                           payable until (a) the said premises shall against
                           be rendered fit for occupation and use and, where
                           applicable. (b) the order of the Building Authority
                           shall cease to be operative, or (c) a notice of
                           expiry of the said Closure Order shall be served,
                           PROVIDED that

                           (i)   the Landlord shall be under no obligation to
                                 the Tenant to repair or reinstate the said
                                 premises of any part thereof so destroyed or
                                 damaged;

                           (ii   the Tenant shall not have and shall not be
                                 entitled to any claim for compensation or
                                 damages whatsoever and howsoever from the
                                 Landlord;

                           (iii) The said premises shall not have been rendered
                                 fit for occupation and use within three
                                 calendar months after the said premises or
                                 any part thereof shall have become unfit for


<PAGE>



                                 occupation and use or it the Order of the
                                 Building Authority aforesaid or the said
                                 Closure Order shall remain In force at the
                                 expiration of three calendar months after the
                                 same is made. then and in any such case. -


                                 (1)     the Landlord may at any time after
                                         the expiration of the said three
                                         calendar months by six months'
                                         notice in writing to the Tenant; or

                                 (2)     The Tenant may at any time after the
                                         expiration of the said three
                                         calendar months by one month's
                                         notice in writing to Landlord
                                         terminate this Agreement and
                                         thereupon (a) the term hereby
                                         granted shall cease accordingly (b)
                                         neither party shall have any claim
                                         against the other in respect thereof
                                         but so that the right of either
                                         party against the other in respect
                                         to any antecedent breach of any of
                                         the terms and conditions herein
                                         contained shall not be prejudiced or
                                         affected thereby.

                  (h)      The Landlord will not in any circumstances be liable.
                           In contract tort or otherwise, to the Tenant or any
                           other person whomsoever in respect at any injury loss
                           or damage to person or property or loss of profit
                           whatsoever sustained by the Tenant or any other
                           person caused by or through.-

                           (i)   any defect in or breakdown of the lifts
                                 escalators fire and security services
                                 equipment and other facilities of the said
                                 building;

                           (ii   any failure malfunction suspension or
                                 explosion of or totaling to the electricity or
                                 water supply to the said building or the said
                                 premises;

                           (iii) fire or the over now or leakage of water or
                                 escape of fume and/or smoke from anywhere
                                 within the said building or the influx of
                                 water rain water or sea water into the said
                                 building or the said premises or the
                                 activity of termites rats mice roaches or
                                 any other posts or vermins:

                           (iv   the detective or damaged condition, structural
                                 or otherwise, of the said premises or the said
                                 building or any part thereof or the Landlord's
                                 fixtures and findings therein;


<PAGE>




                           (v)  the prohibition or restriction imposed by
                                any competent authority on the Tenant from
                                using the said premises in any particular
                                manner or lot any particular purpose;

                           Nor shall the Landlord in any circumstances be liable
                           to the Tenant or any other person whomsoever for the
                           security or safekeeping of the said premises or any
                           persons or contents therein. Not (subject to Clause
                           4(g) hereof) shall the rent or other charges payable
                           hereunder or any part thereof abate or cease to be
                           payable on account hereof.

                  (i)      The Tenant further agrees that if any damage is
                           caused to the Landlord or to any person whomsoever
                           directly or indirectly by or through or owing to
                           the escape of fumes, smoke, fire or any other
                           substance or the overflow of water from any part or
                           portion of the said promises or any detective or
                           damaged condition of any part of the interior of
                           the said premises (including doors windows and
                           Tenant's fixtures) or caused by the negligence of
                           or resulting or arising in any way from the breach
                           non-observance or non compliance of any of the
                           terms restrictions conditions or obligations herein
                           contained by the Tenant or his servants occupiers
                           visitors and/or licensees the Tenant shall be
                           wholly responsible therefor and shall make good the
                           same by payment or otherwise and shall fully
                           Indemnify the Landlord against all claims demands
                           actions and legal proceedings whatsoever made upon
                           the Landlord by any person 4n respect thereof.

                  (j)      Any notice required to be served hereunder on
                           either the Landlord or the Tenant shall be
                           sufficiently served on the party to be served if
                           delivered to it by registered post or left
                           addressed to it at its last known address and/or
                           registered office in Hong Kong. A notice sent by
                           post shall be deemed to have been received by such
                           party at the lime when in due course of post it
                           would be delivered at the address to which it is
                           sent.

                  (k)      During the two months immediately preceding the
                           determination of the said term of tenancy the
                           Landlord shaft be at liberty to affix and retain
                           without interference upon any external part of the
                           said premises a notice for reletting or selling the
                           same and the Tenant shall permit persons with
                           written authority from the Landlord or his agents
                           at all times of the day to view the said premises
                           or any part thereof.


<PAGE>


                  (l)      For the purpose of these presents any act default or
                           omission of the agents servants employees and
                           licensees of the Tenant shall be deemed to be the act
                           default or omission of the Tenant

                  (m)      For the purpose of the Distress for Fient Part IIII
                           of the Landlord and Tenant (Consolidation)
                           Ordinance (Cap. 7) and for the purpose of these
                           presents the rent in respect of the said premises
                           shall be deemed to be In arrear if not paid in
                           advance at the time stipulated by paragraph I
                           hereof. Ali costs and expenses and outgoings
                           payable by the Tenant hereunder shall be deemed to
                           form part of the rent stipulated herein and shall
                           be recoverable as such by the Landlord by way of
                           distraint or otherwise.

                  (n)      All legal costs and expenses incurred by the
                           Landlord (on a full indemnity basis) in demanding
                           payment of rent or in connection with any legal
                           proceedings (including but not limited to distress
                           proceedings) taken by the Landlord against the
                           Tenant as a result of default of payment of rent by
                           the Tenant or the Tenant's non-performance or non-
                           observance of any terms or conditions herein
                           contained shall be recoverable by the Landlord from
                           the Tenant as a debt and be deductible by the
                           Landlord from the deposit held by the Landlord
                           hereunder.

                  (o)      The Landlord gives no warranty that the said premises
                           are fit to be used for any trade business or
                           profession of the Tenant.

                  (p)      The Tenant shall deliver up vacant possession or the
                           said premises to the Landlord at the expiration or
                           sooner determination of the said term of tenancy
                           notwithstanding any rule of law or equity to the
                           contrary.

                  (q)      in so far as the Tenant can lawfully do so, the
                           Tenant hereby expressly agrees to deprive himself of
                           his rights to protection against ejectment provided
                           by the existing or future legislation, if any, should
                           such legislation be applicable to the said premises.

                  (r)      In the event of fire, typhoon or other contingencies
                           which in the opinion of the Landlord may cause or
                           threaten to cause damage or injury to the said
                           premises, the Landlord shall have power in the
                           absence of the Tenant to break open any doors


<PAGE>



                           or windows of the said premises and to do such other
                           thing as may be necessary to prevent the said
                           premises from being damaged or injured and in such
                           event the Landlord shall not be answerable to the
                           Tenant for any less or damage which the Tenant may
                           sustain thereby.


         12.      It is hereby agreed that the tenant paying the rent
                  herein contained and performing and observing the terms
                  herein contained on the part of the Tenant shall upon
                  giving at least seven calendar months' previous notice in
                  writing to the Landlord prior to the expiration of the
                  said term hereby created have the option of renewing the
                  tenancy of the said premises for a further tem of two
                  years at the then open market rent or existing rent
                  whichever is the higher which in case cannot be
                  compromised has to be referred to a chartered surveyor to
                  be nominated by agreement between the Landlord and the
                  Tenant and failing agreement the surveyor shall be
                  nominated by the president for the time being of the Hong
                  Kong Institute of Surveyors on the application of either
                  party hereto for final judgment and the cost so involved
                  will be borne by both parties in equal shares subject to
                  the same terms and conditions herein save and except that
                  such renewed agreement shall not contain this option for
                  renewal and subject to the signing of a renewal tenancy
                  agreement and subject to payment of the additional
                  deposit by the tenant to the Landlord and if the tenant
                  shall not have exercised his option to renew as aforesaid
                  before the expiration of the said term hereby created the
                  tenancy of the said premises shall forthwith be
                  determined at the expiration of the said term hereby
                  created and the Tenant shall then forthwith yield up
                  vacant possession of the whole of the said premises in
                  manner as aforesaid.

         13.      Notwithstanding any contrary provision herein, to grant
                  to the Tenant a rent free period from the 10th day of
                  March, 2000 to the 9th day of June 2000 both days
                  inclusive (hereinafter referred to as "the said period")
                  to use and occupy the said promises for the sole purpose
                  of decorating the said premises without requiring the
                  Tenant to make payment of rent or otherwise but it is
                  expressly agreed that the Tenant Is still responsible
                  during the said period for all Rates, fees payable under
                  the Deed of Covenants, air-conditioning and maintenance
                  charges and all other charges and outgoings relating to
                  the use and occupation of the said premises payable by
                  the Tenant under Clause Z(b) hereof PROVIDED ALWAYS that
                  If the said term of tenancy shall by reason of any
                  default whatsoever on the Tenant's part terminated by the
                  Landlord within the said period, the foregoing part of
                  this clause 13 shall be treated as void ab Initio and the


<PAGE>



                  rent which would have been payable but for the said foregoing
                  parl of this clause 13 shall become payable and be paid
                  forthwith without prejudice to the Landlord's right to claim
                  damages against the Tenant.

         14.      notwithstanding any contrary provision herein. to grant
                  to the Tenant another rent free period from the 10th day
                  of March 2001 to the 9th day of May 2001 both days
                  Inclusive (hereinafter referred to as "the said second
                  period") to use and occupy the said premises without
                  requiring the Tenant to make payment of rent or otherwise
                  but it is expressly agreed that the Tenant is still
                  responsible during the said second period for all Rates,
                  fees payable under the Deed of Covenants, air-
                  conditioning and maintenance charges and all other
                  charges and outgoings relating to the use and occupation
                  of the said premises payable by the Tenant under Clause
                  2(U) hereof PROVIDED ALWAYS that If the said term of
                  tenancy shall by reason of any default whatsoever the
                  Tenant's part terminated by the Landlord within the said
                  second period, the foregoing part of this clause 14 shall
                  be treated as void ab initio and the rent which would
                  have been payable but for the said foregoing part of this
                  clause 13 shall become payable and be paid forthwith
                  without prejudice to the Landlord's right to claim
                  damages against the Tenant.

         15.      If the Landlord shall enter Into a sale and purchase
                  agreement In respect of the said premises or the said
                  building or If the Landlord shall resolve to demolish and
                  rebuild the said building (which intention to demolish
                  and rebuild shall be sufficiently evidenced by a copy of
                  a Resolution of its Directors certified to be true and
                  correct by its Secretary) than in either of such events
                  the Landlord shall be entitled to give six calendar
                  months' notice in writing expiring at the end of any
                  calendar month during the term of tenancy hereby created
                  terminating this Agreement and immediately upon the
                  expiration of such notice this Agreement and everything
                  herein contained shall cease and be void but without
                  prejudice to the rights and remedies of either party
                  against the other in respect of any antecedent claim or
                  breach of any of the agreements or stipulations herein
                  set out.




<PAGE>




                         THE SCHEDULE ABOVE REFERRED TO


PART 1      The Landlord                HIGH TIME INVESTMENTS LIMITED
                                        c/o Hang Seng Real Estate Management
                                        Limited of 3rd Floor Hang Seng
                                        Building
                                        77 Des Voeux Road Central Hong Kong

PART 2      The Tenant                  LEPI CHINA LIMITED
                                        of 289 Sha Tsui Road, 13th Floor
                                        Hang Seng Tsuen Wan Building,
                                        New Territories

PART 3      The said premises           13th Floor of
                                        No. 289 SHA TSUI ROAD, TSUEN WAN,
                                        NEW TERRITORIES, which is erected on
                                        ALL THAT piece or parcel of land
                                        registered in the Land Office as LOT
                                        NO. 2172, D.D. 449 and now known as
                                        HANG SENG TSUEN WAN BUILDING

PART 4      Term of Tenancy             (THREE) YEARS from the 10th day of
                                        March 1999 to the 9th day of March
                                        2002 (both days inclusive).

PART 5      The Rent                    DOLLARS THIRTY THREE THOUSAND NINE
                                        HUNDRED THIRTY ONLY ($33,930.00)
                                        Hong Kong Currency (exclusive of
                                        rates and air-conditioning
                                        charges/building management fees)
                                        per calendar month.

PART 6      Air-conditioning            DOLLARS ELEVEN THOUSAND EIGHT
            charges/building            HUNDRED SEVENTY FIVE AND CENTS FIFTY
            management fees             ONLY ($11,875.50) Hong Kong
                                        Currency per calendar month.

PART 7      The Rental Deposit          DOLLARS ONE HUNDRED EIGHTY NINE
                                        THOUSAND THREE HUNDRED THIRTY ONLY
                                        ($189,330.00) Hong Kong Currency.

PART 8      Air-conditioning            Normally from 8:00 a.m. to 6:30 p.m.
            service                     on weekdays and from 8:00 a.m. to
                                        2:00 p.m. on Saturdays but no such
                                        service will be supplied on Sundays
                                        and public holidays.







<PAGE>



SIGNED by WONG SIU HON                 the Landlord by his attorney
for and on behalf of Hang              HANG SENG REAL ESTATE MANAGEMENT
Seng Real Estate Management            LIMITED For and on behalf of
Limited, the lawful                    HANG SENG ESTATE MANAGEMENT LIMITED
attorney of the Landlord
in the presence of:-

                                        [illegible signature]
                                        ---------------------
                                        Authorized Signature(s)

SIGNED by the Tenant in
the presence of :-

                                        For and on behalf of
RECEIVED the day an year                LEPI China Limited
first above written and from            [illegible signature]
the Tenant the sum of DOLLARS           ---------------------
One Hundred Eighty Nine                 Authorized Signature
Thousand Thirty Only Hong
Kong Currency being the
deposit money expressed                 the Landlord by his attorney
above to be paid by the                 HANG SENG REAL ESTATE MANAGEMENT
Tenant to the Landlord                  LIMITED
                                        For and on behalf of
                                        HANG SENG REAL ESTATE MANAGEMENT
                                        LIMITED

                                        [illegible signature]
                                        ---------------------
                                        Authorized Signature(s)

                                        HK$189,330.00