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                                                                   EXHIBIT 10.24

                        DATED THIS 1ST DAY OF APRIL, 2003

                                     BETWEEN

                             UNICO TECHNOLOGY BERHAD

                                       AND

                           MATTLINE INDUSTRIES SDN BHD

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

                            EQUIPMENT LEASE AGREEMENT

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

                                 WONG & PARTNERS
                             ADVOCATES & SOLICITORS
                                Level 41, Suite A
                                Menara Maxis KLCC
                               50088 Kuala Lumpur
                           Telephone: (603) 2055 1888
                           Facsimile: (603) 2161 2919

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                                    CONTENTS

<TABLE>
<CAPTION>
NO. CLAUSE HEADING                                                                               PAGE
------------------                                                                               ----
<S>                                                                                              <C>
1.       DEFINITIONS AND CONSTRUCTION....................................................          1

         1.1.     Definitions............................................................          1
         1.2.     Construction...........................................................          3

2.       THE LEASE AND CONDITIONS PRECEDENT..............................................          3

3.       DELIVERY AND ACCEPTANCE.........................................................          4

4.       LEASE PERIOD....................................................................          4

5.       RENT AND PAYMENTS...............................................................          5

6.       REPRESENTATIONS AND WARRANTIES..................................................          7

7.       GENERAL UNDERTAKINGS............................................................          8

8.       OPERATIONAL UNDERTAKINGS........................................................          9

9.       TITLE AND REGISTRATION.........................................................          11

10.      INSURANCES.....................................................................          11

11.      LOSS AND DAMAGE................................................................          11

12.      TERMINATION EVENTS.............................................................          12

13.      OPTION TO PURCHASE EQUIPMENT...................................................          14

14.      REDELIVERY.....................................................................          14

15.      INDEMNITIES....................................................................          15

16.      MISCELLANEOUS PROVISIONS.......................................................          15

         16.1.    Benefit of Agreement..................................................          15
         16.2.    Further Assurances....................................................          15
         16.3.    Rights Cumulative, Waivers............................................          16
         16.4.    Delegation............................................................          16
         16.5.    Notices...............................................................          16
         16.6.    Costs and Taxes.......................................................          17
         16.7.    Invalidity of any Provision...........................................          17
         16.8.    Intervention by Lessee................................................          17

17.      GOVERNING LAW..................................................................          17
</TABLE>

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THIS EQUIPMENT LEASE AGREEMENT is made on the 1st day of April, 2003

BETWEEN:

(1)      UNICO TECHNOLOGY BERHAD (Company No. 189742-K) company incorporated
         under the laws of Malaysia with its registered office at 8th Floor,
         Menara BGI, Plaza Berjaya, 12 Jalan Imbi, 55100, Kuala Lumpur, Malaysia
         (the "LESSOR"); and

(2)      MATTLINE INDUSTRIES SDN. BHD. (Company No. 606069-A) a company
         incorporated in Malaysia under the laws of Malaysia with its registered
         office at Level 41-B, Menara Maxis, Kuala Lumpur City Centre, 50088
         Kuala Lumpur (the "LESSEE").

WHEREAS the Lessor has agreed to lease certain equipment to the Lessee upon and
subject to the terms and conditions of this Agreement

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND CONSTRUCTION

1.1.     Definitions

         In this Agreement, unless the context otherwise requires:

         "BUSINESS"                    means the business carried on by the
                                       Lessor as at the date hereof, including
                                       the electronic manufacturing services
                                       business;

          "BUSINESS                    DAY" means a day (excluding Saturday) on
                                       which banks are open in Penang, Malaysia
                                       for the transaction of business of the
                                       nature required by this Agreement;

         "COMPLETION DATE"             means the date of completion of the Joint
                                       Venture Agreement;

         "DELIVERY DATE"               the later of 1 May 2003 or the Completion
                                       Date;

         "DESIGNATED ACCOUNT"          means the account held and maintained
                                       under the name of the Lessor or its
                                       nominees in accordance with Clause 5.4
                                       and having the particulars specified in
                                       SCHEDULE 2;

         "EQUIPMENT"                   means any and all equipment specified in
                                       SCHEDULE 1 hereto and all substitutions,
                                       renewals and replacements made in or to
                                       that equipment, and any other equipment
                                       as determined by the Lessor from time to
                                       time in the Lessor's absolute discretion;

                                       1

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         "FINANCIERS"                  means the banks, financial institutions
                                       and other entities specified in APPENDIX
                                       1 which have provided credit facilities
                                       to the Lessor to acquire possession of
                                       the Equipment;

         "FINANCIERS' AGENT"           means the agent collectively appointed or
                                       consented to by the Financiers;

         "FINANCING DOCUMENTS"         means the documents specified in APPENDIX
                                       2 pursuant to which the Financiers have
                                       financed the Lessor's acquisition of
                                       possession of the Equipment;

         "FINANCIERS' INTEREST"        means the rights, title and interest of
                                       the Financiers in the Equipment pursuant
                                       to the Financing Documents;

         "FINANCIERS' UNDERTAKING"     means the undertaking, the form of which
                                       is set out in APPENDIX 3;

         "INSPECTION"                  means the inspection that may be carried
                                       out by the Lessee or its authorized
                                       representatives or agents on the
                                       Equipment prior to the Delivery Date;

         "INTEL CORPORATION"           means Intel Corporation, a corporation
                                       incorporated in the United States of
                                       America or any of its subsidiaries,
                                       related corporations, associated
                                       companies or affiliates;

         "JOINT VENTURE AGREEMENT"     means the joint venture agreement between
                                       TFS International, Ltd., TFS
                                       International, II Ltd., Unico Systems Sdn
                                       Bhd, Unico Holdings Berhad and the Lessor
                                       dated April 1, 2003;

          "LEASE PERIOD"               means the period specified as such in
                                       SCHEDULE 2;

         "PROPOSED DELIVERY DATE"      means the date on which falls five (5)
                                       Business Days (or such shorter time as
                                       may be mutually agreed between the Lessor
                                       and the Lessee) prior to the Delivery
                                       Day;

          "RENTAL"                     means all and any amounts payable to the
                                       Lessor by the Lessee pursuant to Clause 5
                                       of this Agreement;

         "RM" and "RINGGIT"            means the lawful currency from time to
                                       time of Malaysia;

         "RENTAL PAYMENT DATE"         means the date on which the Rental is due
                                       to be paid in accordance with Clause 5.2;

         "SECURITY INTEREST"           means any mortgage, charge, pledge, lien,
                                       right of set-off (excluding any right of
                                       set-off arising in favor of a banker by
                                       operation of law) or other security
                                       interest whatsoever, howsoever created or
                                       arising;

                                       2

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         "SELLER"                      means any person from whom the Lessor had
                                       purchased the Equipment; and

         "TERMINATION EVENT"           means any of the events or circumstances
                                       specified in Clause 12 as constituting a
                                       Termination Event; and "PROSPECTIVE
                                       TERMINATION EVENT" means any event or
                                       circumstance which with the giving of
                                       notice and/or the lapse of time and/or
                                       the fulfillment of any other condition
                                       would be a Termination Event.

1.2.     Construction

         In this Agreement, unless the context requires otherwise, any reference
to:

         (a)      an "AGENCY" of a state or government includes any ministry,
                  agency, board, bureau, commission, department, authority,
                  statutory corporation (whether autonomous or not) or other
                  instrumentality of or any corporation or other entity owned or
                  controlled by such state or government;

         (b)      an "AUTHORIZATION" includes any and all approvals, consents,
                  licenses, permits, franchises, permissions, registrations,
                  declarations, reductions or exemptions;

         (c)      a "MONT" means a calendar month;

         (d)      a "PERSON" includes any individual, juridical person, company,
                  body corporate or unincorporate, partnership, firm, joint
                  venture or trust or any federation, state or subdivision
                  thereof or any government or agency of any thereof; and

         (e)      "TAX" includes any tax, levy, duty, charge, compulsory loan,
                  impost, fee, deduction or withholding of any nature now or
                  hereafter imposed, levied, collected, withheld or assessed and
                  "TAXATION" shall be construed accordingly.

1.3.     In this Agreement, unless the context requires otherwise, words
         importing the singular include the plural and vice versa and words
         importing a gender include every gender; references herein to Clauses
         and Schedules are to clauses of and schedules to this Agreement;
         references to this Agreement or any other document shall be construed
         as references to such document as the same may be amended or
         supplemented from time to time.

2.       THE LEASE AND CONDITIONS PRECEDENT

2.1.     The Lessor agrees to lease, and the Lessee agrees to take on lease, the
         Equipment upon the terms and conditions set out in this Agreement.

2.2.     The Lessee shall not be obliged to take the lease of all or any
         Equipment from the Lessor, unless the Lessee shall have received in
         form and substance satisfactory to it:

         (a)      a copy certified by an authorized director of the Lessor as
                  being a true, complete and up-to-date copy of each of the
                  following:

                  (i)      the constituent documents of the Lessor; and

                                       3
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                  (ii)     the business license and/or registration certificate
                           of the Lessor;

         (b)      evidence that the execution of this Agreement has been duly
                  authorized by the Lessor;

         (c)      documentary evidence that all authorizations necessary in
                  connection with the execution and performance of this
                  Agreement and all other documents referred to herein or to be
                  executed in connection herewith have been obtained; and

         (d)      such other documents relating to any of the matters
                  contemplated herein as the Lessee may reasonably request.

2.3.     (a)      On the Delivery Date, the Lessee shall pay to the Lessor the
                  sum of Ringgit Malaysia Nine Hundred and Fifty Thousand
                  (RM950,000) being equivalent to one month Rental as security
                  deposit for the observance and performance by the Lessee of
                  the terms and conditions of this Agreement ("SECURITY
                  DEPOSIT").

         (b)      The Security Deposit shall not be treated as payment of the
                  Rental or any part thereof and the Security Deposit shall be
                  returned to the Lessee free of interest on the termination of
                  the lease or the expiry of the Lease Period (whichever the
                  earlier to occur) provided that if the Lessee has incurred any
                  liability to the Lessor under this Agreement the Lessor shall
                  be at liberty and shall have absolute right and power to apply
                  the Security Deposit in reduction or discharge of the Lessee's
                  liability to the Lessor.

3.       DELIVERY AND ACCEPTANCE

3.1.     On the Delivery Date:

         (a)      the Lessor will deliver to the Lessee the Equipment under this
                  Agreement;

         (b)      the Lessor will deliver to the Lessee the Financiers'
                  Undertaking duly executed by each of the Financiers; and

         (c)      the Lessee shall thereupon take delivery of such Equipment
                  from the Lessor.

3.2.     The Lessor shall extend to the Lessee the benefit of any guarantee,
         condition or warranty which may have been given to the Lessor by the
         manufacturer of the Equipment or the Seller in so far as the same is
         capable of being assigned to the Lessee.

3.3.     Subject to the terms of this Agreement, the Lessor will do nothing to
         disturb the quiet possession and use of the Equipment by the Lessee
         during the Lease Period.

4.       LEASE PERIOD

4.1.     The leasing of any Equipment under this Agreement shall commence on the
         Delivery Date and shall, subject to this Clause 4 and the provisions of
         this Agreement relating to earlier termination, end on the last day of
         the Lease Period.

                                       4

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4.2.     (a)      At any time between the Proposed Delivery Date and the
                  Delivery Date, the Lessee shall be entitled (but not
                  obligated) to conduct the Inspection.

         (b)      Notwithstanding any remedy which may be available to the
                  Lessee under this Agreement, if, following the Inspection, the
                  Lessee considers that the Equipment or any part thereof is in
                  an unsatisfactory condition or suffers from any defect, the
                  Lessee may require the Lessor to either:

                  (i)      rectify the unsatisfactory condition or defect
                           ("RECTIFICATION"); or

                  (ii)     replace the Equipment or the part thereof that is
                           unsatisfactory or suffers from the defect
                           ("REPLACEMENT").

         (c)      the Lessor shall undertake the Rectification or Replacement
                  prior to the Delivery Date so that the Equipment, when
                  delivered on the Delivery Date shall not be in an
                  unsatisfactory condition or suffer from any defect.

4.3.     Following the Inspection, no defect or unsatisfactory condition of the
         Equipment or any failure of the Equipment to comply with the warranties
         or representations of the Seller or the manufacturer in relation
         thereto, and no loss, theft, damage or destruction of the Equipment or
         any part thereof, nor any other event, change in law or circumstances
         of any nature whatsoever, shall impair any obligation of the Lessee
         under this Agreement (including without limitation as to the payment of
         Rentals or other sums), so that all such obligations shall, except as
         provided in Clause 12, continue in full force and effect.

5.       RENT AND PAYMENTS

5.1.     The Lessee shall pay to the Lessor, Rentals during the Lease Period in
         accordance with the provisions of this Clause 5. The total value of
         Rentals is Ringgit Malaysia Forty Five Million Six Hundred Thousand
         (RM45,600,000) representing 48 payments of RM950,000. The Rental to be
         paid by the Lessee to the Lessor on each Rental Payment Date is the sum
         of RM950,000.

5.2.     Subject to Clause 5.3, the Lessee shall pay to the Lessor the Rental on
         the day of the month on which the Delivery Date falls. For the
         avoidance of doubt, if the first Rental Payment Date falls on the 15th
         day of the month, all subsequent Rental Payment Dates shall be the 15th
         day of the month. The first Rental Payment Date shall be the Delivery
         Date.

5.3.     All payments to be made by the Lessee under this Agreement, whether of
         Rentals or otherwise, shall unless otherwise provided be made in
         Malaysian Ringgit to the Designated Account not later than 10:00 a.m.
         (local time in the place for payment) on the due date for payment and
         for value on that date and in all cases under telefax advice to the
         Lessor.

5.4.     (a)      The Lessor acknowledges and undertakes to procure that:

                  (i)      the Designated Account shall be used solely for the
                           purpose of receiving Rentals due from the Lessee
                           under this Agreement;

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                  (ii)     the Rentals paid into the Designated Account shall be
                           applied as follows:

                           (aa)     firstly, in paying all amounts due from the
                                    Lessor to the Financiers;

                           (bb)     secondly, all expenses incurred in
                                    connection with the performance of the
                                    Lessor's obligations under this Agreement;
                                    and

                           (cc)     thirdly, the balance (if any), shall be for
                                    the account of the Lessor.

         (b)      In furtherance of this Clause 5.4, the Lessor agrees to
                  procure the appointment of the Financiers' Agent as authorized
                  signatory of the Designated Account on terms and with
                  authority limits acceptable to the Financiers.

5.5.     If any payment would otherwise be due on a day which is not a Business
         Day, it shall be due on the preceding Business Day.

5.6.     The Lessee will pay interest at the rate of eight per centum (8%) per
         annum, on any outstanding Rental which is due and payable under this
         Agreement.

5.7.     (a)      Subject as hereinafter provided, the Lessee may on any Rental
                  Payment Date prepay all or any of the installments of the
                  Rentals to become due in inverse order of maturity provided
                  that:

                  (i)      the Lessee shall have given to the Lessor not less
                           than six (6) months' prior written notice of its
                           intention to make the prepayment, specifying the
                           amount thereof and the date on which it is to be
                           made, together with evidence satisfactory to the
                           Lessor that the Lessee has received, or will receive
                           before the intended date of prepayment, any necessary
                           authorization for such prepayment;

                  (ii)     the Lessee may not prepay part only but must pay the
                           whole of an installment of the Rentals; and

                  (iii)    any prepayment pursuant to this Sub-clause shall be
                           made together with all accrued interest on the
                           Rentals to the date of prepayment and all other sums
                           then payable pursuant to this Agreement.

         (b)      Any notice of intended prepayment given by the Lessee under
                  Sub-clause 5.7(a)(i) shall be irrevocable and the Lessee shall
                  be bound to make a prepayment in accordance therewith.

5.8.     The Lessee may not prepay the Rentals or any one installment thereof
         otherwise than in accordance with the express terms of this Agreement.
         Prepayment of the Rentals or any one installment thereof shall not
         affect or limit in any way the liability of the Lessee with regard to
         any other payment due or to become due to the Lessor pursuant to this
         Agreement.

                                       6

<PAGE>

6.       REPRESENTATIONS AND WARRANTIES

6.1.     The Lessor acknowledges that the Lessee has entered into this Agreement
         in full reliance on the following representations by the Lessor and the
         Lessor now warrants to the Lessee as follows:

         (a)      the Lessor is validly existing as a legal entity under the
                  laws of Malaysia, has full power and authority to enter into
                  and perform its obligations under this Agreement and to
                  consummate the transactions contemplated hereby and is duly
                  qualified to do business in each jurisdiction where failure to
                  qualify would have material effects on the business or
                  operations of the Lessor;

         (b)      the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby have
                  been duly authorized by all necessary action on the part of
                  the Lessor, and do not require the consent or approval of, the
                  giving of notice to, or the registration with, or the taking
                  of any other action in respect of, any governmental, fiscal,
                  exchange control or regulatory body or agency to which the
                  Lessor is subject or any other person, except the
                  authorizations evidence of which has been or will be delivered
                  to the Lessee pursuant to Clause 2; and do not contravene any
                  law or regulation or order binding on the Lessor or the
                  Lessor's constituent documents or contravene the provisions
                  of, or constitute a default under, any other agreement or
                  instrument by which the Lessor is bound or result in the
                  creation of any Security Interest upon the property of the
                  Lessor;

         (c)      this Agreement constitutes the legal, valid and binding
                  obligations of the Lessor enforceable in accordance with its
                  terms;

         (d)      the Lessor's obligations under this Agreement are direct,
                  general and unconditional obligations of the Lessor and rank
                  at least pari passu in all respects with all its other present
                  and future unsecured and unsubordinated obligations (including
                  contingent obligations) with the exception of obligations
                  mandatorily preferred by law and not by contract;

         (e)      save and except for proceedings between the Lessor and Intel
                  Corporation, no litigation, arbitration or administrative
                  proceeding before or of any court, tribunal or regulatory
                  authority is presently taking place, pending or, to the
                  knowledge of the officers of the Lessor, threatened against it
                  or any of its assets or revenues which could have a material
                  adverse effect on the business, assets or financial condition
                  of the Lessor;

         (f)      each and every item of Equipment on the Delivery Date:

                  (i)      will be in a good state of repair and condition and
                           satisfactory working order;

                  (ii)     will have been regularly and properly serviced and
                           maintained;

         (g)      no Termination Event or prospective Termination Event has
                  occurred and is continuing; and

                                       7

<PAGE>

         (h)      neither the Lessor nor any of its property or assets is
                  entitled to any immunity from any legal action or proceeding
                  (which shall include, without limitation, suit, attachment
                  prior to judgment, execution or other enforcement).

6.2.     Without prejudice to anything contained in Clause 6.1 of this
         Agreement, the Lessee hereby agrees that any representation or
         warranties to the Equipment's suitability or fitness (as opposed to the
         Equipment's condition) for a particular purpose for which it is or may
         be required whether express or implied and whether arising under this
         Agreement or under any prior agreement or in oral or written statements
         if made by the Lessor or its representatives are hereby excluded and
         the Lessor shall be absolved from all liabilities, claims, actions,
         cost and expense in respect thereof.

6.3.     The Lessor further represents and warrants to and undertakes with the
         Lessee that the foregoing representations and warranties will be true
         and accurate as if made on the Delivery Date and on each Rental Payment
         Date with reference to the facts and circumstances then subsisting.

6.4.     The Lessee acknowledges that the Lessor has entered into this Agreement
         in full reliance on the following representations by the Lessee and the
         Lessee now warrants to the Lessor as follows:

         (a)      the Lessee is validly existing as a legal entity under the
                  laws of Malaysia, has full power and authority to enter into
                  and perform its obligations under this Agreement and to
                  consummate the transactions contemplated hereby and is duly
                  qualified to do business in each jurisdiction where failure to
                  qualify would have material effects on the business or
                  operations of the Lessee;

         (b)      the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby have
                  been duly authorized by all necessary action on the part of
                  the Lessee, and do not require the consent or approval of, the
                  giving of notice to, or the registration with, or the taking
                  of any other action in respect of, any governmental, fiscal,
                  exchange control or regulatory body or agency to which the
                  Lessee is subject or any other person; and do not contravene
                  any law or regulation or order binding on the Lessee or the
                  Lessee's constituent documents or contravene the provisions
                  of, or constitute a default under, any other agreement or
                  instrument by which the Lessee is bound or result in the
                  creation of any Security Interest upon the property of the
                  Lessee;

         (c)      this Agreement constitutes the legal, valid and binding
                  obligations of the Lessee enforceable in accordance with its
                  terms; and

         (d)      no litigation, arbitration or administrative proceeding before
                  or of any court, tribunal or regulatory authority is presently
                  taking place, pending or, to the knowledge of the officers of
                  the Lessee, threatened against it or any of its assets or
                  revenues which could have a material adverse effect on the
                  business, assets or financial condition of the Lessee.

7.       GENERAL UNDERTAKINGS

7.1.     The Lessor undertakes with the Lessee that:

                                       8

<PAGE>

         (a)      save and except for the Financiers' Interest, the Lessor will
                  not, without the prior written consent of the Lessee, create
                  or permit to exist:

                  (i)      any Security Interest over the Equipment or any part
                           thereof or the rights of the Lessor under this
                           Agreement; or

                  (ii)     any Security Interest over any other assets of the
                           Lessor if the existence of such Security Interest
                           might prejudice the ability of the Lessor to perform
                           its obligations under this Agreement;

         (b)      the Lessor will send to the Lessee the annual audited
                  financial statements of the Lessor;

         (c)      the Lessor will maintain in full force and effect all relevant
                  authorizations (governmental and otherwise) and will promptly
                  obtain any further authorizations which may become necessary
                  to enable it to perform any of the transactions contemplated
                  by this Agreement, if any; and

         (d)      the Lessor will forthwith notify the Lessee if the Lessor
                  becomes aware of the occurrence of a Termination Event or
                  prospective Termination Event, and provide the Lessee with
                  full details of any steps which the Lessor is taking or
                  proposes to take in order to remedy or mitigate the effect
                  thereof and to protect the interests of the Lessee hereunder.

7.2.     The Lessee undertakes with the Lessor that:

         (a)      the Lessee will not, without the prior written consent of the
                  Lessor, create or permit to exist any Security Interest over
                  the Equipment or any part thereof or the rights of the Lessee
                  under this Agreement

         (b)      the Lessee will send to the Lessor such financial statements,
                  financial reports and other information with respect to the
                  Lessee's financial condition, business and operations as the
                  Lessor may reasonably request from time to time;

         (c)      the Lessee will maintain in full force and effect all relevant
                  authorizations (governmental and otherwise) and will promptly
                  obtain any further authorizations which may become necessary
                  to enable it to perform any of the transactions contemplated
                  by this Agreement;

         (d)      the Lessee will forthwith notify the Lessor if the Lessee
                  becomes aware of the occurrence of a Termination Event
                  relating to the Lessee or prospective Termination Event, and
                  provide the Lessor with full details of any steps which the
                  Lessee is taking or proposes to take in order to remedy or
                  mitigate the effect thereof and to protect the interests of
                  the Lessor hereunder.

8.       OPERATIONAL UNDERTAKINGS

8.1.     The Lessee undertakes with the Lessor that from the Delivery Date until
         all its liabilities under this Agreement have been discharged:

                                       9

<PAGE>

         (a)      the Lessee will not cause or permit the Equipment to be
                  operated in any manner contrary to any law or regulation which
                  may for the time being be applicable to the Equipment and will
                  not do or allow to be done anything which may expose any part
                  of the Equipment to penalty, forfeiture, impounding, detention
                  or destruction;

         (b)      the Lessee will promptly pay or procure the payment of all
                  rent, rates, fees, license duties, registration charges, taxes
                  and other outgoings in respect of any premises where the
                  Equipment or any part thereof shall be, and will keep the
                  Equipment, or procure that the Equipment is kept, from being
                  distrained for rent, rates and other taxes or in any way
                  attached;

         (c)      the Lessee will not sub-let or otherwise part with possession
                  of any part of the Equipment to any person except with the
                  prior written consent of the Lessor. Notwithstanding the
                  consent or agreement of the Lessor to any such sub-letting or
                  parting with possession, the Lessee shall at all times remain
                  liable to observe and perform and shall be responsible for
                  procuring the observation of and compliance with all the
                  provisions of this Agreement;

         (d)      at all times from the Delivery Date until all its liabilities
                  under this Agreement have been discharged, the Lessee shall,
                  at its own expense, maintain, service, repair and overhaul
                  each and every item of the Equipment so as to keep the
                  Equipment equipped with the accessories, parts and components
                  installed or supplied as part thereof at the Delivery Date or
                  with substitutes or replacements made in accordance with this
                  Agreement and to keep the Equipment in good repair, condition
                  and appearance in all respects;

         (e)      the Lessor shall not be liable for any expense in repairing
                  any item of the Equipment or be liable to supply any equipment
                  or any item in lieu of the Equipment or any part thereof if
                  the same is lost, confiscated, damaged or otherwise rendered
                  unfit for use;

         (f)      the Lessee shall follow the Equipment manufacturer's
                  recommendation as to the maintenance and service needs and use
                  of the Equipment;

         (g)      the Lessee shall permit the Lessor and any person authorized
                  by the Lessor at all reasonable times and with reasonable
                  prior notice, to enter upon the premises in which the
                  Equipment are kept for the purpose of inspecting and examining
                  the Equipment;

         (h)      the Lessee shall inform the Lessor immediately if the
                  Equipment is the subject matter of any litigation proceedings,
                  distraint or lien by any person and all costs incurred by the
                  Lessor to oppose or defend such acts or actions shall be borne
                  and paid by the Lessee; and

         (i)      the Lessee shall not sell, assign, pledge, charge, encumber or
                  part possession or otherwise deal with the Equipment or any
                  part thereof or any interest therein nor create nor allow to
                  be created any lien on the Equipment.

                                       10

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9.       TITLE AND REGISTRATION

9.1.     The Lessor represents and warrants that save and except for the
         Financiers' Interest on the Delivery Date, the Lessor has full
         unencumbered title over the Equipment, there is no Security Interest
         created over the same save and except for the Financiers' Interest and
         that the Equipment is in the possession and control of the Lessor.

9.2.     The Lessee shall at its own expense do all such acts and things as may
         be necessary, to protect its interests in the Equipment or any part
         thereof against the claims of any other party or parties.

10.      INSURANCES

10.1.    The Lessee shall at its own cost and expense from the Delivery Date and
         until all its liabilities under this Agreement have been discharged
         procure that insurance is taken out and maintained on the Equipment, at
         a value not less than the full replacement value thereof or the
         aggregate of the Rentals from time to time outstanding under this
         Agreement whichever is the greater, comprehensively against all loss or
         damage from whatsoever cause including, without prejudice to the
         generality thereof, any loss, damage or destruction by fire, theft,
         accident or special peril and such other risks as the Lessor may from
         time to time nominate in writing;

11.      LOSS AND DAMAGE

11.1.    In the event of any loss, damage or destruction to the Equipment or any
         part thereof, or if the Equipment or any part thereof is rendered
         wholly or partly unfit for use in any way, then, subject as mentioned
         in Sub-clause 11.3, the Rentals payable under this Agreement shall not
         be abated either in whole or in part, and the Lessee shall not be
         released from any of its other obligations as to payment or otherwise
         hereunder.

11.2.    If the Equipment is lost, destroyed or irreparably damaged or is
         declared a constructive, compromised, agreed or arranged total loss
         from any cause whatsoever (any such occurrence being hereinafter called
         a "TOTAL LOSS") during the Lease Period, the Lessor and the Lessee
         shall proceed diligently and co-operate fully with each other in the
         recovery of any and all proceeds of insurance or compensation
         applicable thereto. Any and all amounts realized therefrom whether from
         insurance or otherwise (hereinafter called the "TOTAL LOSS PROCEEDS")
         shall be paid to the Lessor for application in accordance with
         Sub-clause 11.4.

11.3.    On the earlier of:

         (a)      the date on which the Total Loss Proceeds are received by the
                  Lessor; and

         (b)      the date one (1) month after the occurrence of the Total Loss
                  as determined by the Lessor,

         the Lessee shall pay to the Lessor an amount equal to the aggregate of
         all the Rentals, accrued interest thereon and all other sums payable by
         the Lessee under this Agreement less the amount of net Total Loss
         Proceeds (being the gross Total Loss Proceeds less any expenses
         incurred in connection with the collection of such proceeds and any
         taxes payable in respect thereof) received by the Lessor by the date

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         of payment.

11.4.             The Lessor shall apply any Total Loss Proceeds received by it
                  as follows:

         (a)      firstly, in paying all expenses incurred in connection with
                  the collection of such Total Loss Proceeds and any taxes
                  payable in respect thereof;

         (b)      secondly, in paying all amounts due from the Lessee hereunder;
                  and

         (c)      thirdly, the balance, if any, up to an amount equal to the
                  amount paid by the Lessee under Sub-clause 11.3 shall be
                  refunded to the Lessee.

12.               TERMINATION EVENTS

12.1.             If:

         (a)      the Lessor fails to materially perform or materially breaches
                  any of its obligations under this Agreement, or under any
                  undertaking or arrangement entered into in connection herewith
                  and, in the case only of a failure which in the opinion of the
                  Lessee is capable of being remedied, such failure is not
                  remedied to the Lessee's satisfaction within thirty (30) days
                  after the Lessor became or should have been aware of the
                  failure;

         (b)      any representation, warranty or statement which is made (or
                  acknowledged to have been made) by the Lessor in this
                  Agreement or in any certificate, statement, or notice provided
                  under or in connection with this Agreement proves to be
                  incorrect and which reasonably threatens the use and enjoyment
                  of the Equipment, or if repeated at any time with reference to
                  the facts and circumstances subsisting at such time would not
                  be accurate in such respect ;

         (c)      an encumbrancer takes possession of, or a trustee or similar
                  officer is appointed in respect of, all or any substantial
                  part of the business or assets of the Lessor, or distress or
                  any form of execution is levied or enforced upon or sued out
                  against any substantial part of such assets and is not
                  discharged within ten (10) days of being levied, enforced or
                  sued out, or any Security Interest which may for the time
                  being affect any substantial part of its assets becomes
                  enforceable;

         (d)      the Lessor is declared insolvent;

         (e)      the Lessor convenes a meeting of its creditors or proposes to
                  make any arrangement or composition with ("ARRANGEMENT"), or
                  any assignment for the benefit of, its creditors or a petition
                  is presented or a meeting is convened for the purpose of
                  considering a resolution, or other steps are taken, for the
                  winding-up of the Lessor, UNLESS :

                  (i)      the winding-up is for the purposes of and followed by
                           a reconstruction previously approved in writing by
                           the Lessor;

                  (ii)     the Arrangement results in the Lessor continuing as a
                           going concern or the Lessee is of the opinion that
                           the Arrangement will likely result in the Lessor
                           continuing as a going concern;

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                  (f)      the ownership of the Equipment or any part of it by
                           Lessor is contested in legal proceedings and final
                           judgment which impugns, undermines or prevents the
                           Lessor's ability to lease the Equipment to the Lessee
                           in accordance with the terms of this Agreement, is
                           obtained.

                  then, the Lessee may at any time by notice in writing to the
                  Lessor immediately treat such event as a repudiation by the
                  Lessor of this Agreement and terminate the leasing of the
                  Equipment under this Agreement.

12.2.    The Lessee shall be in default if:

         (a)      it fails to pay the Rental or any part thereof on the Rental
                  Payment Date; or

         (b)      it fails to materially perform or materially breaches any of
                  its obligations under this Agreement, whether express or
                  implied which the Lessor determines is not capable of remedy;
                  or

         (c)      it fails to materially perform or materially breaches any
                  covenant or condition which the Lessor determines that it is
                  capable of being remedied but not remedied by the Lessee
                  within a period of ten (10) days after notice from the Lessor;
                  or

         (d)      if it intimates to the Lessor, in writing before the expiry of
                  the Lease Period that it no longer desires to continue with
                  the leasing for whatever reason; or

         (e)      if it attempts to move, sell, transfer, encumber or sublease
                  the Equipment or any part thereof without the written consent
                  of the Lessor; or

         (f)      it files or has filed against it a petition in bankruptcy or
                  becomes insolvent or makes an assignment for the benefit of
                  its creditors or pass a resolution for its winding-up
                  (otherwise then by way of amalgamation or re-construction).

12.3.    (a)      Upon the occurrence of any one of the above events specified
                  in Clause 12.2, the Lessor shall be entitled to terminate this
                  Agreement or this lease immediately without notice whereupon
                  the Lessee shall deliver the Equipment to the Lessor within
                  fourteen (14) days of receiving the Lessor's notice of
                  termination in writing, failing which the Lessor shall be
                  entitled to enter upon any land or building on or in which the
                  Equipment is located or kept and take possession and remove
                  the Equipment.

         (b)      The Lessee shall, upon the termination of this Agreement or
                  this lease, pay to the Lessor all Rental Payments owing to the
                  Lessor under this Agreement for the unexpired Lease Period. In
                  addition, the Lessee shall be liable for all legal
                  professional fees, other costs and expenses incurred or
                  expended by the Lessor to recover from the Lessee any monies
                  owed by the Lessee to the Lessor or to enforce or exercise any
                  of the Lessor's remedies hereunder. Each remedy shall be
                  cumulative and in addition to any other remedy otherwise
                  available to the Lessor at law or in equity, and for the
                  avoidance of doubt no express or implied waiver of any default
                  of any provisions of this Agreement shall constitute a waiver
                  of any of the Lessor's other rights.

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<PAGE>

         (c)      Forthwith upon taking possession of the Equipment pursuant to
                  Clause 12.3(a), the Lessor shall take such steps as may be
                  necessary to offer the Equipment for sale with the intention
                  of realizing the maximum amount of proceeds from such sale as
                  is practicable under the circumstances. The Lessee shall be
                  entitled to participate in such sale which shall be completed
                  within one month from the Lessor obtaining delivery or taking
                  possession of the Equipment. The proceeds of the sale shall be
                  applied in the following order of priority:

                  (i)      firstly, towards bearing the costs of conducting such
                           sale (including any tax or stamp duty arising
                           therefrom);

                  (ii)     secondly, towards the repayment to the Lessor of any
                           amounts owed by the Lessee to the Lessor under this
                           Agreement for the unexpired Lease Period; and

                  (iii)    thirdly, the balance of the proceeds of such sale (if
                           any) shall be for the account of the Lessee.

         (d)      In the event that following the sale of the Equipment provided
                  for under Clause 12.3(c), the Lessor shall not have realized
                  the full amount of sums owned by the Lessee to the Lessor
                  under this Agreement for the unexpired Lease Period, the
                  Lessee shall be liable to pay the Lessor for such amount as
                  remains unpaid by the Lessee to the Lessor.

13.      OPTION TO PURCHASE EQUIPMENT

         At the end of the Lease Period, and if no Termination Event has
         occurred and is continuing and all amounts payable by the Lessee under
         this Agreement have been paid by the Lessee, the Lessee shall have the
         option to purchase each and every item of the Equipment at a price of
         RM1. If the Lessee exercises its option hereunder the Lessor shall, at
         the request and expense of the Lessee, execute such documents and do
         such things as may reasonably be necessary to transfer ownership of the
         Equipment to the Lessee including ensuring that the Financiers' release
         and disclaim the Financiers' Interest in the Equipment and delivering
         the Equipment to the Lessee in such manner and within such time as may
         be required by the Lessee provided that payment for the exercise of the
         option has been settled. The Equipment shall be sold to the Lessee
         under this Clause in an "as is, where is" condition and without any
         conditions, warranties or representations of any kind being made or
         given by the Lessor in respect of the Equipment or otherwise.

14.      REDELIVERY

14.1.    If the Lessee does not exercise its option under Clause 13 within
         thirty (30) days after the end of the Lease Period or such longer
         period as the Lessor may allow, and except following a Total Loss, the
         Lessee shall forthwith at its own expense redeliver the Equipment to
         the Lessor at such location as the Lessor shall specify.

14.2.    The Lessee shall redeliver the Equipment in a condition so as to
         demonstrate that the Lessee has in all respects complied with its
         obligations under this Agreement in relation to the operation,
         maintenance, repair and general upkeep of the Equipment,

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<PAGE>

         and so that the Equipment is in all respects in as good condition as at
         the Delivery Date (fair wear and tear excepted).

15.      INDEMNITIES

15.1.    The Lessor hereby agrees at all times to indemnify and hold the Lessee
         and its directors, officers, agents and employees harmless from and
         against:

         (a)      all and any liabilities, claims, proceedings, penalties,
                  fines, costs and expenses whatsoever which may at any time be
                  made or claimed by any person (including without limitation
                  any director, officer, employee, agent or sub-contractor of
                  the Lessor) or by their respective dependents arising directly
                  or indirectly out of or in any way connected with any breach
                  of this Agreement by the Lessor or arising directly or
                  indirectly out of or in any way connected with any proceedings
                  between Lessor and Intel Corporation; and

         (b)      all liabilities, claims, proceedings, penalties, fines, costs
                  and expenses which may at any time be made or claimed on the
                  grounds that any design, article or material in the Equipment
                  or any part thereof or the operation or use thereof
                  constitutes an infringement of any patent, copyright, design
                  or other proprietary right.

15.2.    The Lessor shall fully indemnify the Lessee against any loss, damage,
         expense or liability (as to the amount of which the certificate of the
         Lessor shall be prima facie evidence) which the Lessee may sustain or
         incur as a consequence of the occurrence of any Termination Event.

15.3.    The Lessee hereby agrees at all times to indemnify and hold the Lessor
         and its directors, officers, agents and employees harmless from and
         against all and any liabilities, claims, proceedings, penalties, fines,
         costs and expenses whatsoever which may at any time be made or claimed
         by any person (including without limitation any director, officer,
         employee, agent or sub-contractor of the Lessee) or by their respective
         dependents arising directly or indirectly out of or in any way
         connected with any breach of this Lessee's obligations under this
         Agreement.

15.4.    All indemnities contained in this Clause 15 shall continue in full
         force and effect notwithstanding termination of this Agreement for any
         reason and notwithstanding the cessation of business or dissolution or
         any change in the constitution of the Lessee, or any other fact, event
         or circumstance of any kind whatsoever, whether similar to any of the
         foregoing or not.

16.      MISCELLANEOUS PROVISIONS

16.1.    Benefit of Agreement This Agreement shall be binding on and enure to
         the benefit of the Lessee and the Lessor and their respective
         successors and assigns, provided that neither party may assign or
         transfer any of its rights or obligations under this Agreement without
         the prior written consent of the other party.

16.2.    Further Assurances The Lessor agrees from time to time to do and
         perform such further acts and execute and deliver any and all such
         further instruments as may be required by law or requested by the
         Lessee to establish, maintain and protect the

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<PAGE>

         rights and remedies of the Lessee and to carry out and effect the
         intent and purpose of this Agreement.

16.3.    Rights Cumulative, Waivers The rights of the Lessee under this
         Agreement are cumulative, may be exercised as often as it
         considers appropriate and are in addition to its rights under general
         law. The rights of the Lessor against the Lessee or in relation to the
         Equipment (whether arising under this Agreement or general law) shall
         not, as against or in favor of the Lessor, be capable of being waived
         or varied otherwise than by and in writing; and in particular any
         failure to or any delay in exercising any of such rights shall not
         operate as a waiver or variation of that or any other such right; any
         defective or partial exercise of any of such rights shall not preclude
         any other or further exercise of that or any other such right; and no
         act or course of conduct or negotiation on its part or on its behalf
         shall in any way preclude it from exercising any such right or
         constitute a suspension or any variation of any such right.

16.4.    Delegation The Lessee may delegate to any person or persons all or any
         of the trusts, powers or discretions vested in it in this Agreement
         upon such terms and conditions and (including power to sub-delegate) as
         the Lessee in its absolute discretion thinks fit.

16.5.    Notices Each notice, demand or other communication to be given or made
         hereunder shall, except as otherwise provided herein, be given or made
         in the English language and writing, either by letter or facsimile and
         shall be sent to the relevant party at its address set out below (or
         such other address as the relevant party shall have previously notified
         to the other):

         To the Lessor:             Unico Technology Berhad
                                    8th Floor,
                                    Menara BGI,
                                    Plaza Berjaya,
                                    12 Jalan Imbi,
                                    55100, Kuala Lumpur
                                    Malaysia
                                    Attention: Company Secretary
                                    Telephone No: 603 2141 0166
                                    Facsimile No:  603 2142 6199

         To the Lessee:             Mattline Industries Sdn Bhd
                                    Suite B, Level 41, Menara Maxis
                                    Kuala Lumpur City Centre
                                    50088 Kuala Lumpur
                                    Attention: Company Secretary
                                    Telephone No: 03-2055 1818
                                    Facsimile No:  03-2161 2920

         Any notice, demand or other communication so addressed to the
         respective party shall be deemed to have been delivered (i) if given or
         made by letter, when delivered to or left at that address; and (ii) if
         given or made by facsimile, when dispatched with confirmed transmission
         report.

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16.6.    Costs and Taxes Each party shall bear their own costs (including legal
         costs) expenses and taxes incurred in the preparation of this Agreement
         and the discharge of their respective obligations hereunder.
         Notwithstanding anything contained herein, the Lessee shall pay the
         stamp duty assessable on this Agreement.

16.7.    Invalidity of any Provision If any of the provisions of this Agreement
         becomes invalid, illegal or unenforceable in any respect under any law,
         the validity, legality and enforceability of the remaining provisions
         shall not in any way be affected or impaired.

16.8.    Intervention by Lessee If the Lessor fails to comply with any provision
         of this Agreement, the Lessee may, without being in any way obliged to
         do so or responsible for so doing and without prejudice to the right of
         the Lessee to treat that non-compliance as a Termination Event, effect
         compliance on behalf of the Lessor, whereupon the Lessor shall become
         liable to pay immediately any sums expended by the Lessee together with
         all costs and expenses (including legal costs) in connection therewith.

17.      GOVERNING LAW

This Agreement and the rights and obligations of the parties hereunder shall be
governed by and interpreted and construed in all respects in accordance with the
laws of Malaysia.

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                                       17

<PAGE>

IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.

SIGNED by /s/ Wong Chong Yee, General                )
Manager, Finance                                     )
for and on behalf of                                 )
UNICO TECHNOLOGY BERHAD                              )
in the presence of                                   )
SIGNED by /s/Joseph Tanner, Director                 )
for and on behalf of                                 )
MATTLINE INDUSTRIES SDN BHD                          )
in the presence of                                   )

                                       18