Dated the 26th day of April 1997
                        --------------------------------

                          EURO TECH (FAR EAST) LIMITED

                                       AND

                             HUMAN INSURANCE BROKERS
                                 COMPANY LIMITED

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

                                TENANCY AGREEMENT

                                       of

                             Office 2 on 15th Floor.
                        No. 180 Electric Road, Hong Kong.

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

                        Commencement Date:    26.4.1997                 
                        Expiry Date:          25.4.1999                 
                        Rent Free Period:     From 26th April 1997 to   
                                              31st May 1997 (Both days  
                                              inclusive)                
                        Term:                 TWO (2) YEARS             
                                              (with an option to renew  
                                              for a further term of     
                                              ONE (1) YEAR)             

                                 HASTINGS & CO.,
                             Solicitors & Notaries,
                           21/F, Bank of China Tower,
                               No. 1 Garden Road,
                                   Hong Kong.

                       Ref: YCT/E-5/ATY/97 (1991.38466) VH
                               VH/ama (TA(BUS).E5)
<PAGE>

                                      INDEX

Page
----

 1     SECTION I AGREEMENT

 1     SECTION II RENT AND OTHER CHARGES

 2     1.    Rent
 2     2.    Rates
 2     3.    Utility Charges and Deposits
 2     4.    Production of Receipts

 2     SECTION III TENANT'S OBLIGATIONS

 2     1.    Compliance with Ordinances
 3     2.    Fitting Out Interior
 3     3.    Good Repair
 3     4.    Replacement of Windows
 3     5.    Repair of Electrical Installations
 4     6.    Good Repair of Toilets and Water Apparatus
 4     7.    Cleaning of Drains
 4     8.    Indemnity Against Loss/Damage from Interior Defects
 4     9.    Protection from Typhoon
 5     10.   Landlord to Enter and View
 5     11.   Repair on Receipt of Notice
 5     12.   Inform Landlord of Damage
 5     13.   Cleaning and Cleaning Contractors
 5     14.   Refuse and Garbage Removal
 5     15.   Service Lifts and Entrances
 6     16.   Directory Boards
 6     17.   Contractors Employees Invitees and Licensees
 6     18.   Regulations
 6     19.   Yield Up Premises and Reinstatement
     
 6     SECTION IV LANDLORD'S OBLIGATIONS

 7     1.    Quiet Enjoyment
 7     2.    Crown Rent
 7     3.    External Parts
 7     4.    Main Structure

 7     SECTION V RESTRICTIONS AND PROHIBITIONS


                                       1
<PAGE>

 7     1.    User
 8     2.    Installation and Alterations
 8     3.    Injury to Main Walls
 8     4.    Alteration to Exterior
 9     5.    Locks
 9     6.    Noise
 9     7.    Signs
 9     8.    Auction and Sales
 9     9.    Illegal Use
10     10.   Touting
10     11.   Sleeping or Domestic Use
10     12.   Plant. Machinery & Goods
10     13.   Obstructions in Passages
10     14.   Parking and Loading
10     15.   Goods and Merchandise Outside the Premises
11     16.   Pets and Infestation
11     17.   Subletting, Assigning
12     18.   Breach of Crown Lease, etc.
12     19.   Breach of Insurance Policy
     
12     SECTION VI EXCLUSIONS

12     1.    Lifts, Air conditioning, Utilities
12     2.    Fire and Overflow of Water
13     3.    Security

13     SECTION VII ABATEMENT OF RENT

13     SECTION VIII DEFAULT

14     1.    Default
14     2.    Interest
14     3.    Acceptance of Rent
15     4.    Acts of Employees Invitees and Licensees
15     5.    Distraint

15     SECTION IX DEPOSIT

15     1.    Deposit
16     2.    Repayment of Deposit
16     3.    Assignment of the Premises

16     SECTION X REGULATIONS


                                       2
<PAGE>

16     1.    Introduction of Regulations
16     2.    Conflict

17     SECTION XI INTERPRETATION AND MISCELLANEOUS

17     1.    Marginal Notes, Headings and Index
17     2.    Condonation not a Waiver
17     3.    Letting Notices
18     4.    Service of Notice
18     5.    Name of Building
18     6.    Gender
18     7.    Stamp Duty and Costs
18     8.    Management Agreement
18     9.    No premium paid

19     SECTION XII OPTION TO RENEW

19     SECTION XIII RENT FREE PERIOD

20     FIRST SCHEDULE
21     SECOND SCHEDULE
22     THIRD SCHEDULE
23     SIGNATURES


                                        3
<PAGE>

                                    SECTION 1

                                    AGREEMENT

THIS AGREEMENT is made the 26th day of April One Thousand Nine Hundred and
Ninety-Seven BETWEEN the parties named and described as Landlord in Part I of
the First Schedule hereto (hereinafter called "the Landlord which expression
shall where the context admits includes its successors and assigns) of the one
part and the party named and described as Tenant in Part I of the First Schedule
hereto (hereinafter called "the Tenant") which expression shall where the
context admits include its successors and permitted assigns) of the other part.

NOW IT IS AGREED as follows:-

The Landlord shall let and the Tenant shall take ALL THOSE the Premises
(hereinafter called "the Premises") forming part of all that Building
(hereinafter called "the Building") which the Premises and the Building are more
particularly described and set out in Part II of the First Schedule attached
hereto TOGETHER with the furniture fixtures fittings and equipment (hereinafter
called "the Furniture") more particularly described and set out in the Third
Schedule AND TOGETHER with the use in common with the Landlord and all others
having the like right of the entrances staircases landings passages, toilets and
other common facilities in the Building in so far as the same are necessary for
the proper use and enjoyment of the Premises and except in so far as the
Landlord may from time to time restrict such use AND TOGETHER with the use in
common as aforesaid of the lift service and air cooling services (if any) during
such hours as the same shall be operating for the term set forth in Part III of
the First Schedule hereto YIELDING AND PAYING therefore throughout the said term
the rent and other charges as are set out in Part I and Part II of the Second
Schedule hereto which sums shall be payable exclusive of rates and in advance
clear of all deductions on the first day of each calendar month the first and
last of such payments to be apportioned according to the number of days in the
month included in the said term.

                                   SECTION II

                             RENT AND OTHER CHARGES

The Tenant agrees with the Landlord as follows:-

(1)   Rent

      (a)   To pay the said rent as set out in Part I of the Second Schedule
            monthly in advance on the 1st day of each and every calendar month.


    HONG KONG                          STAMP DUTY
      995.00                            -7.5.97
                                       HONG KONG
$_________(cent)                       
STAMP DUTY PAID


                                       -1-
<PAGE>

      (b)   To pay in advance on the 1st day of each and every calendar month,
            subject to review, the management fees as set out in Part II of the
            Second Schedule.

(2)   Rates

      To pay and discharge punctually all rates taxes assessments duties
      impositions charges and outgoings whatsoever now or hereafter to be
      imposed or levied on the Premises or upon the owner or occupier in respect
      thereof by the Government of Hong Kong or other lawful authority (Crown
      Rent and Property Tax alone excepted).

(3)   Utility Charges and Deposits

      To pay and discharge all deposits and charges in respect of gas water
      electricity (including electricity consumed by the air conditioning units
      inside the Premises) and telephone as may be, shown by or operated from
      the Tenant's own metered supply or by accounts rendered to the Tenant in
      respect of all such utilities consumed on or in the Premises.

(4)   Production of Receipts

      To produce to the Landlord on demand all receipts for rates and other
      outgoings which are paid by the Tenant in accordance with the terms and
      conditions hereof.

                                   SECTION III

                              TENANT'S OBLIGATIONS

(1)   Compliance with Ordinances

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

(2)   Fitting Out Interior

      To fit out the interior of the Premises in accordance with such plans and
      specifications as shall have been first submitted by the Tenant to and
      approved in writing by the


                                       -2-
<PAGE>

      Landlord or its appointed agents in a good and proper workmanlike fashion
      using good quality materials and to maintain the same throughout the said
      term in good condition and repair to the satisfaction of the Landlord. In
      the event of such approval being requested it shall be a condition
      precedent to the granting thereof that the Tenant shall pay to the
      Landlord any fee and/or cost incurred by the Landlord in obtaining the
      approval of its appointed agents, consultants and/or architects. In
      carrying out any approved work hereunder, the Tenant shall and shall cause
      his servants agents contractors and workmen to cooperate fully with the
      Landlord and all servants agents, contractors and workmen of the Landlord
      and with other tenants or contractors carrying out any work in the
      Building. The Tenant shall obey and cause his servants agents contractors
      and workmen to obey and comply with all instructions and directions which
      may be given by the Landlord's servants agents contractors and workmen or
      other authorised representatives in connection with the carrying out of
      such work.

(3)   Good Repair

      To keep all the Furniture and all the interior of the Premises including
      the flooring and interior wallpaper or other finishing material or
      rendering to walls floors and ceilings to the Premises (if any) and the
      Landlords fixtures and fittings therein and all additions thereto
      including all doors windows electrical installations and wiring light
      fittings suspended ceilings fire fighting apparatus piping and air
      conditioning ducting in good clean tenantable substantial and proper
      repair and condition (fair wear and tear excepted) and as may be
      appropriate from time to time properly painted and decorated and so to
      maintain the same at the expense of the Tenant, and to deliver up the same
      to the Landlord at the expiration or sooner determination of the said term
      in like condition.

(4)   Replacement of Windows

      To pay to or reimburse the Landlord the cost of replacing all broken or
      damaged windows or glass whether the same be broken or damaged by the
      negligence of the Tenant or owing to circumstances beyond the control of
      the Tenant.

(5)   Repair of Electrical Installations

      To repair or replace if so required by the appropriate companies or
      authorities under any ordinance or any statutory modification or
      re-enactment thereof or any Order in Council or regulation or by-law made
      thereunder by duly authorised contractors statutory undertakers or
      authorities as the case may be all the electricity wiring installations
      and fittings within the Premises and the wiring from the Tenants meter or
      meters to and within the same.

(6)   Good Repair of Toilets and Water Apparatus


                                       -3-
<PAGE>

      At the expense of the Tenant to maintain all toilets and water apparatus
      as are located within the Premises (or elsewhere if used exclusively by
      the Tenant his employees invitees and licensees) in good clean and
      tenantable state and in proper repair and condition (fair wear and tear
      excepted) at all times during the said term to the satisfaction of the
      Landlord and in accordance with all ordinances, regulations, by-laws,
      rules and requirements of any governmental or other competent authority.

(7)   Cleaning of Drains

      To pay on demand to the Landlord the cost incurred by the Landlord in
      cleaning and clearing any of the drains pipes or sanitary or plumbing
      apparatus choked or stopped up during the said term.

(8)   Indemnity against Loss/Damage from Interior Defects

      To be wholly responsible for any loss damage or injury caused to any
      person whomsoever directly or indirectly through the defective or damaged
      condition of any part of the interior of the Premises or any fixtures or
      fittings therein for the repair of which the Tenant is responsible
      hereunder or in any way owing to the spread of fire or smoke or the
      overflow of water from the Premises or any part thereof or through the act
      default or neglect of the Tenant his servants agents licensees or visitors
      and to make good the same by payment or otherwise and to indemnify the
      Landlord against all costs claims demands actions and legal proceedings
      whatsoever made upon the Landlord by any person in respect of any such
      loss damage or injury and all costs and expenses incidental thereto. and
      to effect adequate insurance cover in respect of such risks with an
      insurance company. The Tenant hereby further undertakes to produce to the
      Landlord as and when required by the Landlord such policy of insurance
      together with a receipt for the last payment of premium and a certificate
      from the insurance company that the policy is fully paid up and in all
      respects valid and subsisting.

(9)   Protection from Typhoon

      To take all  reasonable  precautions  to  protect  the  interior  of the
      Premises from flood, storm or typhoon damage.

(10)  Landlord to Enter and View

      To permit the Landlord its agents and all persons authorised by it with or
      without workmen or others and with or without appliances at all reasonable
      times to enter upon the Premises to view the condition thereof and upon
      prior reasonable notice to the Tenant to take inventories of the fixtures
      and fittings and the Furniture therein and to carry out any work or repair
      required to be done provided that in the event of an


                                       -4-
<PAGE>

      emergency the Landlord its servants or agents may enter  without  notice
      and forcibly if necessary.

(11)  Repair on Receipt of Notice

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

(12)  Inform Landlord of Damage

      To give notice to the Landlord of any damage that may be suffered to the
      Premises and the Furniture and of any accident to or defects in the water
      and gas pipes (if any) electrical wiring or fitting, fittings fixtures or
      other facilities provided by the Landlord which may be known to the
      Tenant.

(13)  Cleaning and Cleaning Contractors

      To keep the Premises including inside of all windows and lights at all
      times in a clean and sanitary state and condition, and for the better
      observance hereof the Tenant shall only employ as cleaners of the Premises
      such persons or firms as may be approved by the Landlord. Such cleaners
      shall be employed at the expense of the Tenant.

(14)  Refuse and Garbage Removal

      To be responsible for the removal of refuse and garbage from the Premises
      to such location as shall be specified by the Landlord from time to time
      and to use only that type of refuse container as is specified by the
      Landlord or the management company of the Building (hereinafter
      collectively called "the Manager") from time to time. In the event of the
      Manager providing a collection service for refuse and garbage the same
      shall be used by the Tenant to the exclusion of any other similar service
      and the use of such service provided by the Manager shall be at the sole
      cost of the Tenant.

(15)  Service Lifts and Entrances

      To load and unload goods only at such times through such entrances and by
      such service lifts (if any) as shall be designated by the Manager for the
      purpose from time to time.

(16)  Directory Boards


                                       -5-
<PAGE>

      To pay the Manager immediately upon demand the cost of affixing repairing
      or replacing as necessary the Tenant's name in lettering to the directory
      boards (if any) exhibited on the ground floor entrance lobby of the
      Building, which shall be restricted to the name of the Tenant and limited
      to one name only.

(17)  Contractors Employees Invitees and Licensees

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

(18)  Regulations

      To obey and comply with such Regulations as may from time to time be made
      or adopted by the Landlord in accordance with Section X hereof.

(19)  Yield Up Premises and Reinstatement

      To yield up the Premises and the Furniture with all fixtures fittings and
      additions therein and thereto at the expiration or sooner determination of
      this Agreement in good clean and tenantable repair and condition (fair
      wear and tear excepted) in accordance with the stipulations hereinbefore
      contained Provided That where the Tenant has made any alterations or
      installed any fixtures or additions to the Premises with or without the
      Landlord's written consent the Landlord may at its discretion require the
      Tenant at the Tenant's expense to reinstate or remove such alterations
      fixtures or additions or any part or portion thereof and make good and
      repair in a proper and workmanlike manner any damage to the Premises and
      the Landlord's fixtures and fittings therein as a result thereof before
      delivering up the Premises to the Landlord.

                                   SECTION IV

                             LANDLORD'S OBLIGATIONS

The Landlord agrees with the Tenant as follows:-

(1)   Quiet Enjoyment

      To permit the Tenant duly paying the rent and other charges hereby agreed
      to be paid on the days and in manner herein provided for payment of the
      same and rates and observing and performing the agreements stipulations
      terms conditions and obligations herein contained to have quiet possession
      and enjoyment of the Premises during the


                                       -6-
<PAGE>

      said term without any interruption by the Landlord or any person lawfully
      claiming under or through or in trust for the Landlord.

(2)   Crown Rent

      To pay the Crown Rent and Property Tax attributable to or payable in
      respect of the Premises.

(3)   External Parts

      To keep the external parts of the Premises in good and tenantable repair
      and condition at the expense of the Landlord.

(4)   Main Structure

      To repair and keep the main structure of the Building and every part of
      such main structure in proper and tenantable repair and condition as is
      reasonable for the continued occupation of the Premises by the Tenant when
      the Landlord receives notices from a competent authority requiring the
      Landlord to do so PROVIDED that the Landlord's liability hereunder shall
      not be deemed to have arisen unless and until written notice of any want
      of repair of the same shall have been previously given by the Tenant to
      the Landlord and the Landlord shall have failed to take steps to repair
      the same after the lapse of a reasonable time.

                                    SECTION V

                          RESTRICTIONS AND PROHIBITIONS

The Tenant hereby agrees with the Landlord as follows:-

(1)   User

      To use the Premises only for the purpose as set forth in Part V of the
      First Schedule hereto.

(2)   Installation and Alterations

      (a)   Not without the previous written consent and approval of the
            Landlord and the relevant authorities to erect install or alter any
            fixtures partitioning or other erection or installation in the
            Premises or to make suffer or permit to be made any alterations or
            additions to the electrical wiring installation air condition
            ducting (if any) and lighting fixtures or any part thereof nor
            without the like consent to install or permit or suffer to be
            installed any equipment apparatus


                                       -7-
<PAGE>

            or machinery including any safe which imposes a weight on any part
            of the flooring in excess of that for which it was designed. The
            Landlord shall be entitled to prescribe the maximum weight and
            permitted location of safes and other heavy equipment and to require
            that the same stand on supports of such dimensions and material to
            distribute the weight as the Landlord may deem necessary.

      (b)   In the event of the Tenant wishing to install private
            air-conditioning units in the Premises or any part thereof with the
            prior written consent of the Landlord the Tenant shall comply with
            the directions and instructions of the Landlord regarding
            installation and shall at its own expense be responsible for their
            periodic inspection maintenance and repair and for the replacement
            of defective wiring and the Tenant shall be strictly liable for any
            damage caused by the installation operation or removal of such units
            Provided further that in the event of undue noise vibration or heat
            being caused or generated by any air conditioning units installed
            hereunder the Landlord may require the Tenant to remove or replace
            such installations forthwith and to make good any loss or damage to
            the Premises or neighbouring premises caused thereby.

      (c)   In carrying out any approved work hereunder the Tenant its servants
            agents contractors and workmen shall obey and comply with all
            instructions and directions which may be given by the Landlord or
            other authorised representatives in connection with the carrying out
            of such work.

      (d)   Any fees or expenses incurred by the Landlord in connection with the
            giving of consents hereunder shall be borne by the Tenant.

(3)   Injury to Main Walls, etc.

      Not without the previous written consent of the Landlord to cut maim or
      injure or permit or suffer to be cut maimed or injured any doors windows
      walls beams structural members or any part of the fabric of the Premises
      nor any of the plumbing or sanitary apparatus or installations included
      therein.

(4)   Alteration to Exterior

      Save as provided in Section V Clause (7) hereof not to affix anything or
      paint or make any alteration whatsoever to the exterior of the Premises.

(5)   Locks

      Not without the consent previously obtained of the Landlord to install
      additional locks bolts or other fittings to the entrance doors or roller
      shutters or grille gate to the Premises or in any way to change or alter
      those already installed and in the event that


                                       -8-
<PAGE>

      consent is given under this Clause to immediately deposit with the
      Landlord keys to all such additional locks bolts or other fittings as may
      be approved for installation.

(6)   Noise

      Not to cause or produce or suffer or permit to be reproduced on or in the
      Premises any sound or noise (including sound produced by broadcasting from
      rediffusion, television, radio and any apparatus or instrument capable on
      producing or reproducing music and sound) or other acts or things in or on
      the Premises which is or are or may be a nuisance or annoyance to the
      tenants or occupiers of adjacent or neighbouring premises.

(7)   Signs

      Not to exhibit or display within or on the exterior of the Premises any
      writing sign signboard or other device whether illuminated or not which
      may be visible from outside the Premises nor to affix any writing sign
      signboard or other device in at or above any common area lobby landing or
      corridor of the Building. Provided that the Tenant shall at its own
      expense be entitled to have its name affixed in lettering and/or
      characters to a design and standard of workmanship approved by the
      Landlord on a signboard to be displayed outside the Premises. If the
      Tenant carries on business under a name other than its own name he shall
      be entitled to have that name displayed as aforesaid but the Tenant shall
      not be entitled to change the business name without the previous written
      consent of the Landlord and without prejudice to the foregoing the
      Landlord may in connection with any application for consent under this
      Clause require the Tenant to produce such evidence as it may think fit to
      show that no breach of Section V clause (19) has taken place or is about
      to take place.

(8)   Auction and Sales

      Not to conduct or permit any auction close down or similar sale of things
      or properties of any kind to take place on the Premises Provided that this
      provision shall not preclude the conduct of genuine periodic seasonal or
      promotional sales.

(9)   Illegal Use

      Not to use or cause permit or suffer to be used any part of the Premises
      for gambling or for any illegal immoral or improper purposes or in any way
      so as to cause nuisance annoyance inconvenience or damage or danger to the
      tenants or occupiers of adjacent or neighbouring premises or to carry on
      or commit or permit to be carried on or committed in the Premises any
      offensive trade or occupation.

(10)  Touting


                                       -9-
<PAGE>

      Not to permit any touting or soliciting for business or the distributing
      of any pamphlets notice or advertising matter outside the Premises or
      anywhere within the Building by way of the Tenant's servants agents or
      licensees.

(11)  Sleeping or Domestic Use

      Not to use the Premises or any part thereof as sleeping quarters or as
      domestic premises within the meaning of any ordinance for the time being
      in force or to allow any person to remain on the Premises overnight.

(12)  Plant, Machinery and Goods

      Not to install any plant or machinery in the Premises without having first
      obtained the written approval of the Landlord nor to keep or store or
      cause or permit or suffer to be kept or stored any hazardous or dangerous
      goods within the meaning of the any ordinance and the regulations
      thereunder or any statutory modification or re-enactment thereof.

(13)  Obstructions in Passages

      Not to place or leave or suffer or permit to be placed or left by any
      contractor employee invitee or licensee of the Tenant any boxes furniture
      articles or rubbish in the entrance or any of the staircases passages or
      landings of the Building used in common with other tenants or occupiers of
      other premises of the Building not in the exclusive occupation of the
      Tenant or otherwise encumber the same.

(14)  Parking and Loading

      Not to park in obstruct or otherwise use nor permit to be parked in
      obstructed or otherwise used by any employee agent or licensee of the
      Tenant those areas of the Building allocated to parking the movement of or
      access for vehicles or designated as loading/unloading areas other than in
      accordance with the Regulations made from time to time by the Manager.

(15)  Goods and Merchandise Outside the Premises

      Not to place expose or leave or permit to be placed exposed or left for
      display sale or otherwise any goods or merchandise whatsoever upon or over
      the ground outside the Premises.

(16)  Pets and Infestation

      Not to keep or permit or suffer to be kept any animals or pets inside the
      Premises and to take all such steps and precautions to the satisfaction of
      the Landlord to prevent the


                                      -10-
<PAGE>

      Premises or any part thereof from becoming infested by termites rats mice
      cockroaches or any other pests or vermin and for the better observance
      hereof the Landlord may require the Tenant to employ at the Tenant's
      expense such pest extermination contractors as the Landlord may nominate
      and at such intervals as the Landlord may direct.

(17)  Subletting, Assigning

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

      (i)   In the case of a Tenant which is a partnership the taking in of one
            or more new partners or the bankruptcy death insanity disability or
            retirement of an existing partner.

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

      (iii) In the case of a Tenant which is a corporation any take-over
            reconstruction amalgamation merger liquidation or change in the
            person or persons who owns or own a majority of its voting shares or
            who otherwise has to 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 Premises or any part thereof or does in fact use
            possess occupy or enjoy the same.

      (v)   The change of the Tenant's business name without the previous
            written consent of the Landlord which consent the Landlord may give
            or withhold at its discretion.


                                      -11-
<PAGE>

(18)  Breach of Crown Lease, etc.

      Not to cause suffer or permit any contravention of the provisions of the
      Crown Lease(s), Deed(s) of Mutual Covenant or Deed(s) of Covenant and/or
      Sub-Deed(s) of Mutual Covenant or Sub-Deed(s) of Covenant and the
      Management Agreement(s) (if any and whether incorporated therein or
      otherwise) or other deeds of a like nature including but not limited to
      the House Rules and Regulations for the time being relating to the
      Premises under which the Landlord holds the Premises and to indemnify the
      Landlord against any such breach.

(19)  Breach of Insurance Policy

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

                                   SECTION VI

                                   EXCLUSIONS

IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the Landlord shall not
in any circumstances be liable to the Tenant or any other person whomsoever:-

(1)   Lifts, Air-conditioning, Utilities

      In respect of any loss or damage to person or property sustained by the
      Tenant or any other person caused by or through or in any way owing to any
      defect in or breakdown of the lifts and air-conditioning system, electric
      power and water supplies, or any other service provided in the Building,
      or

(2)   Fire and Overflow of Water

      In respect of any loss or damage to person or property sustained by the
      Tenant or any other person caused by or through or in any way owing to the
      escape of fumes smoke fire or any other substance or thing or the overflow
      of water from anywhere within the Building, or

(3)   Security


                                      -12-
<PAGE>

      For the security or safekeeping of the Premises or any contents therein
      and in particular but without prejudice to the generality of the foregoing
      the provision by the Landlord of watchmen and caretakers shall not create
      any obligation on the part of the Landlord as to the security of the
      Premises or any contents therein and the responsibility for the safety of
      the Premises and the contents thereof shall at all times rest with the
      Tenant, nor shall the rent and other charges hereinbefore mentioned or any
      part thereof abate or cease to be payable on account of any of the
      foregoing.

                                   SECTION VII

                                ABATEMENT OF RENT

If the Premises or the Building or any part thereof shall at any time during the
tenancy be destroyed or damaged or become inaccessible owing to fire water storm
typhoon defective construction white ants earthquake subsidence of the ground or
any calamity beyond the control of the Landlord and not attributable to the
negligence or fault of the Tenant so as to render the Premises unfit for use or
inaccessible and the policy or policies of insurance effected by the Landlord
shall not have been vitiated or payment of the policy moneys refused in whole or
in part in consequence of any act or default of the Tenant or if at any time
during the continuance of this tenancy the Premises or the Building shall be
condemned as a dangerous structure or a demolition order or closing order shall
become operative in respect of the Premises or the Building then the rent hereby
reserved or a fair proportion thereof according to the nature and extent of the
damage sustained or order made shall after the expiration of the then current
month be suspended until the Premises or Building shall again be rendered
accessible and fit for use Provided that should the Premises or the Building not
have been reinstated in the meantime either the Landlord or the Tenant may at
any time after three months from the occurrence of such damage or destruction or
order give to the other of them one (1) month's notice in writing to determine
this present tenancy and thereupon the same and everything herein contained
shall cease and be void as from the date of the occurrence of such destruction
or damage or order or of the Premises becoming inaccessible or unfit for use but
without prejudice to the rights and remedies of either party against the other
in respect of any antecedent claim or breach of the agreements stipulations
terms and conditions herein contained or of the Landlord in respect of the rent
payable hereunder prior to the coming into effect of the suspension.

                                  SECTION VIII

                                     DEFAULT

It is hereby expressly agreed and declared as follows:-

(1)   Default


                                      -13-
<PAGE>

      If the rent and/or the management fees payable hereunder or any part
      thereof shall be in arrear for fifteen (15) days after the same shall have
      become payable (whether formally demanded or not) or if the Tenant shall
      persistently delay in paying the rent and/or the management fee or if
      there shall be any breach or non-performance of any of the stipulations
      conditions or agreements herein contained and on its part to be observed
      or performed or if the Tenant shall become bankrupt or being a corporation
      go into liquidation (save for the purposes of amalgamation or
      reconstruction) or if the Tenant shall suffer execution to be levied upon
      the Premises or otherwise on the Tenant's goods then and in any such case
      it shall be lawful for the Landlord at any time thereafter to re-enter on
      and upon the Premises or any part thereof in the name of the whole and
      thereupon this Agreement shall absolutely determine but without prejudice
      to any right of action by the Landlord in respect of any outstanding
      breach or non-observance or non-performance by the Tenant of any of the
      terms of this Agreement AND the deposit paid under SECTION IX Clause (1)
      shall be forfeited to the Landlord but without prejudice to the Landlord's
      right to claim any further damages which the Landlord shall have sustained
      or may sustain. All costs and expenses incurred by the Landlord in
      demanding payment of the rent and other charges aforesaid (if the Landlord
      elects to demand) arising out of this clause shall be paid by the Tenant
      and shall be recoverable from the Tenant as a debt or be deductible by the
      Landlord from any deposit held by the Landlord hereunder.

(2)   Interest

      Notwithstanding anything hereinbefore contained in the event of default in
      payment of the rent and the management fee for a period of fifteen (15)
      days from the date on which the same falls due for payment the Tenant
      shall further pay to the Landlord on demand interest on the amount in
      arrears at the rate of 2% per month calculated from the date on which the
      same becomes due for payment until the date of payment as liquidated
      damages and not as penalty provided that the demand and/or receipt by the
      Landlord of interest pursuant to this provision shall be without prejudice
      to and shall not affect the right of the Landlord to exercise any other
      right or remedy hereof (including the right of re-entry) exercisable under
      the terms of this Agreement.

(3)   Acceptance of Rent

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

(4)   Acts of Employees Invitees and Licensees


                                      -14-
<PAGE>

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

(5)   Distraint

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

                                   SECTION IX

                                     DEPOSIT

(1)   Deposit

      The Tenant shall on the signing hereof and at such other times (if any)
      during the term of tenancy hereby created as are specified in Part III of
      the First Schedule hereto deposit with the Landlord the sum or sums
      specified in Part IV of the First Schedule subject to reasonable increases
      Provided Always that the said deposit shall be equivalent to 3 times the
      amount of the monthly rental as security for the due payment of all sums
      of money payable hereunder and the due performance and observance by the
      Tenant of the terms and conditions on his part to be performed and
      observed herein contained and on the part of the Tenant to be observed and
      performed which said deposit shall be held by the Landlord throughout the
      currency of this Agreement free of any interest to the Tenant with the
      right for the Landlord (without prejudice to any other right of remedy
      hereunder) to deduct therefrom the amount of any rent rates and other
      charges payable hereunder and any costs expenses loss or damage sustained
      by the Landlord as the result of any non-observance or non-performance by
      the Tenant of any of the said agreements, stipulations obligations or
      conditions. In the event of any deduction being made by the Landlord from
      the said deposit in accordance herewith during the currency of this
      Agreement the Tenant shall forthwith on demand by the Landlord make a
      further deposit equal to the amount so deducted and failure by the Tenant
      so to do shall entitle the Landlord forthwith to re-enter upon the
      Premises and to determine this Agreement as hereinbefore provided but
      without prejudice to any right of action by the Landlord in respect of any
      aforementioned outstanding breach or non-observance or non-performance by
      the Tenant.

(2)   Repayment of Deposit

      Subject as aforesaid the said deposit shall be refunded to the Tenant by
      the Landlord without interest within thirty (30) days after the expiration
      or sooner determination of


                                      -15-
<PAGE>

      this Agreement and delivery of vacant possession to the Landlord and after
      settlement of the last outstanding claim by the Landlord against the
      Tenant for any arrears of rent rates and other charges and for any breach
      non-observance or non-performance of any of the agreements stipulations
      terms and conditions herein contained and on the part of the Tenant to be
      observed or performed whichever shall be the later.

(3)   Assignment of the Premises

      If the Landlord assigns the Premises to a third party (hereinafter called
      "the Purchaser"), the Landlord may upon completion of the said Assignment
      at any time thereafter transfer to the Purchaser the said deposit or any
      part thereof less any deduction which may be made by the Landlord pursuant
      to the terms of this Agreement in that event the Tenant shall within 14
      days upon request by the Landlord at its own costs and expenses execute a
      novation agreement and/or such other documents of a similar nature for the
      purpose of transferring the said deposit and releasing the Landlord's
      liability in relation to the refund of the said deposit to the Tenant with
      the Landlord and/or the Purchaser in a form to be prescribed by the
      Landlord. The Landlord hereby expressly excepts and reserves unto itself
      the right, after as well as before the assignment of the Premises, to
      claim from the Tenant all arrears of rent and other moneys due and owing
      under this Agreement and all damages in respect of any breach of this
      Agreement. In the event where the Tenant fails or shall fail to execute a
      novation agreement and/or other documents of a similar nature as aforesaid
      for any reason whatsoever, the Tenant shall be deemed to have consented to
      the transfer of the said deposit or any part thereof and to have released
      the Landlord's liability in relation to the refund of the said deposit or
      any part thereof.

                                    SECTION X

                                   REGULATIONS

(1)   Introduction of Regulations

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

(2)   Conflict

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


                                      -16-
<PAGE>

                                   SECTION XI

                        INTERPRETATION AND MISCELLANEOUS

(1)   Marginal Notes, Headings and Index

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

(2)   Condonation not a Waiver

      No condoning, excusing or overlooking by the Landlord of any default,
      breach or non-observance or non-performance by the Tenant at any time or
      times of any of the agreements stipulations terms and conditions herein
      contained shall operate as a waiver of the Landlord's rights hereunder in
      respect of any continuing or subsequent default, breach or non-observance
      or non-performance or so as to defeat or affect in any way the rights and
      remedies of the Landlord hereunder in respect of any such continuing or
      subsequent default or breach and no waiver by the Landlord shall be
      inferred from or implied by anything done or omitted by the Landlord,
      unless expressed in writing and signed by the Landlord. Any consent given
      by the Landlord shall operate as a consent only for the particular matter
      to which it relates and shall in no way be considered as a waiver or
      release of any of the provisions hereof nor shall it be construed as
      dispensing with the necessity of obtaining the specific written consent of
      the Landlord in the future, unless expressly so provided.

(3)   Letting Notices

      Notwithstanding anything herein contained, during the three months
      immediately before the expiration or sooner determination of the said term
      of tenancy the Tenant shall permit all persons having written authority
      from the Landlord or the Landlord's agent to enter and view the Premises
      and every part thereof at all reasonable times and the Landlord shall
      during such period be at liberty to affix and maintain without
      interference upon any external part of the Premises a notice stating that
      the Premises are to be let and such other information in connection
      therewith as the Landlord shall reasonably require.

(4)   Service of Notice

      Any notice required to be served on the Tenant shall be deemed to have
      been validly served if delivered to or despatched by ordinary or
      registered post or left at the


                                      -17-
<PAGE>

      Premises or at the last known address of the Tenant. A notice sent by
      ordinary or registered post shall be deemed to be given at the time and
      date of posting.

(5)   Name of Building

      The Landlord reserves the right at any time and from time to time to
      change, alter, substitute or abandon the name of the Building at his sole
      discretion with any such name or style as it may determine provided that
      the Landlord shall have given the Tenant reasonable notice of its
      intention so to do and in respect thereof the Landlord shall not be liable
      in damages to the Tenant or be made a party to any other proceedings or
      for costs or expenses of whatsoever nature incurred by the Tenant as a
      result of such change.

(6)   Gender

      In this Agreement if the context permits or requires words importing the
      singular number shall include the plural number and vice versa and words
      importing the masculine feminine or neuter gender, shall include the other
      of them.

(7)   Stamp Duty and Costs

      Each party shall bear its own costs of the preparation of this Agreement
      and its counterpart and the stamp duty thereon and the registration fee
      (if any) of the Urban Land Registry or the relevant New Territories Land
      Registry as the case may be shall be borne by the Landlord and the Tenant
      in equal shares.

(8)   Management Agreement

      The Tenant shall observe and comply with the provisions of the Management
      Agreement relating to the Building and shall indemnify the Landlord
      against the breach non-observance or non-performance thereof.

(9)   No premium paid

      The Tenant hereby declares that he has not paid any premium construction
      money or other consideration for the tenancy.


                                      -18-
<PAGE>

                                   SECTION XII

                                 OPTION TO RENEW

If the Tenant shall be desirous of taking a tenancy of the Premises for a
further term of ONE (1) YEAR from the expiration of the said term hereby granted
at the rent and on the terms and conditions hereinafter mentioned, it shall not
less than seven (7) months before the expiration of the said term hereby granted
give to the Landlord notice in writing of such its desire and if it shall have
paid the rent hereby reserved and shall have performed and observed the
stipulations conditions or agreements herein contained and on its part to be
observed or performed up to the termination of the tenancy hereby created then
the Landlord will let the Premises to the Tenant for the said further term of
ONE (1) YEAR from the expiration of the said term hereby granted at the rental
to be agreed by the parties within three (3) months from the expiration of this
tenancy failing which at the prevailing market rent to be determined by a
chartered survey or to be appointed by the Chairman of The Hong Kong Institution
of Chartered Surveyors at the material time. The prevailing market rent shall be
binding and conclusive. The chartered surveyor shall be deemed to act as an
expert and not as an arbitrator in any determination made by him hereunder and
his determination shall be conclusive and binding on all concerned. All the
costs and expenses incurred in determining the prevailing market rent shall be
borne and paid by the parties hereto in equal share. *In that event the parties
shall execute another tenancy agreement that contains the same stipulations
conditions or agreements as are herein contained except this Clause for renewal
and the Tenant shall bear the whole costs of the preparation of the said another
tenancy agreement and its counterpart and the stamp duty thereon and the
registration fee (if any) of the Urban Land Registry or the relevant New
Territories Land Registry as the case may be shall be wholly borne by the
Tenant.

                                  SECTION XIII

                                RENT FREE PERIOD

The Tenant shall be granted a rent free period from the 26th day of April 1997
to the 31st day of May 1997 but subject to the observance of the following terms
and conditions by the Tenant during the period of occupation of the Premises:-

(1)   That the Tenant shall not use the Premises for any purpose other than for
      the purpose of decorating the Premises; and

(2)   That the Tenant shall pay all rates, charges for electricity gas water
      air-conditioning (if any) and all other charges maintenance or management
      fees and outgoings in connection with the Premises as and from the 26th
      day of April 1997.


                                      -19-
<PAGE>

                      THE FIRST SCHEDULE ABOVE REFERRED TO

                                     PART I

Landlord    :     EURO TECH (FAR EAST) LIMITED (Chinese translation omitted) 
                  whose registered office is situated at 18th Floor, Gee Chang
                  Hong Centre, 65 Wong Chuk Hang Road, Hong Kong.
                  

Tenant      :     HUMAN INSURANCE BROKERS COMPANY LIMITED (Chinese translation
                  omitted) whose registered office is situated at 17th Floor,
                  Concord Commercial Building, No. 157 King's Road, North Point,
                  Hong Kong.

                                     PART II

Premises    :     Office 2 on 15th Floor, No. 180 Electric Road, Hong Kong.

                                    PART III

Term        :     TWO (2) YEARS commencing on the 26th day of April 1997 and
                  expiring on the 25th day of April 1999.

                                     PART IV

Deposit     :     HONG KONG DOLLARS FIFTY-ONE THOUSAND NINE HUNDRED ONLY
                  (HK$51,900.00).

                                     PART V

User        :     The Premises shall be used by the Tenant for office use only.


                                      -20-
<PAGE>

                      THE SECOND SCHEDULE ABOVE REFERRED TO

                                     PART I

                               PARTICULARS OF RENT

HONG KONG DOLLARS SEVENTEEN THOUSAND THREE HUNDRED ONLY (HK$17,300.00) per
calendar month payable as from the 1st day of June 1997.

                                     PART II

                          PARTICULARS OF OTHER CHARGES

The management fees shall be subject to review and shall be HONG KONG DOLLARS
THREE THOUSAND ONE HUNDRED AND SEVENTY ONLY (HK$3,170.00) per calendar month
payable as from the 26th day of April 1997.


                                      -21-
<PAGE>

                      THE THIRD SCHEDULE ABOVE REFERRED TO

                         2 split-typed air-conditioners


                                      -22-
<PAGE>

            AS WITNESS the hands of the parties hereto the day and year first
above written.

SIGNED by the Landlord by    )            For and on behalf of            
Mr. Au Shek Sau, a director  )            EURO TECH (FAR EAST) LTD        
                             )              (Chinese translation omitted) 
                             )            
                             )                                     
                             )            /s/ [Illegible]          
                             )            ---------------------------------
in the presence of:-         )                         Authorized Signature 
                                          


                               /s/ Arthur Y. TSO
                                 Arthur Y. TSO
                              Solicitor, Hong Kong

SIGNED by the Tenant by      )            For and on behalf of             
Ms. Wong Mo Kee,             )            HUMAN INSURANCE BROKERS CO., LTD.
an Accounts Manager          )              (Chinese translation omitted)  
                             )            
                             )                                      
                             )            /s/ [Illegible]           
                             )            ---------------------------------
in the presence of:-         )                         Authorized Signature  
                                

                               /s/ Arthur Y. TSO

                                 Arthur Y. TSO
                                    Solicitor
                                    Hong Kong


                                      -23-
<PAGE>

RECEIVED the day and year first above      )
written of and from the Tenant the sum     )
of HONG KONG DOLLARS FIFTY                 )
ONE THOUSAND NINE HUNDRED                  )
ONLY being the deposit money above         )
expressed to be paid by the Tenant to the  )HK$51,900.00
Landlord.                                  )============

                                        For and on behalf of               
                                        EURO TECH (FAR EAST) LTD           
                                          (Chinese translation omitted)    
                                                                           
                                                                           
                                        /s/ [Illegible]                    
                                        ---------------------------------  
                                                     Authorized Signature  
                                        
                                      -------------------------------------

                                      The Landlord

Witness:-


                               /s/ Arthur Y. TSO

                                 Arthur Y. TSO
                                    Solicitor
                                    Hong Kong


                                      -24-