<PAGE>

                                  TENANCY AGREEMENT
                                       (OFFICE)


<PAGE>

                           DATED THIS 14 DAY OF MARCH 1996
                           -------------------------------



                                       BETWEEN


                           UOL PROPERTY INVESTMENTS PTE LTD

                                                                    ...Landlord


                                         AND

                              NOVELLUS SINGAPORE PTE LTD

                                                                     ...Tenant


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                                  TENANCY AGREEMENT
                                       (OFFICE)
                                           

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     C:\WPDOC\UOL-PROP.INV\OFFICE.LSE\NOVELLUS\NOVELLUS.LSE     (8 January 1996)
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                 HELEN YEO & PARTNERS
                                ADVOCATES & SOLICITORS
                                   11 COLLYER QUAY
                                  #12-01 THE ARCADE
                                   SINGAPORE 049317


<PAGE>

                                       CONTENTS
                                       --------

CLAUSE HEADING                                                          PAGE
------ -------                                                          ----


1.     INTERPRETATION                                                   1

2.     DEMISE, COMMENCEMENT AND RENEWAL                                 3

3.     TENANT'S COVENANTS                                               3

       3.1       RENTS                                                  3

       3.2       PAYMENT OF INCREASED MAINTENANCE                       4
                 AND SERVICE CHARGES

       3.3       DEPOSIT                                                6

       3.4       INCREASE IN PROPERTY TAX                               7

       3.5       UTILITY CHARGES                                        7

       3.6       INSURANCE                                              8

       3.7       PERMITTED USE OF DEMISED PREMISES                      9

       3.8       REPAIR AND USE OF DEMISED PREMISES                     9

       3.9       ALTERATIONS                                            10

       3.10      DAMAGE TO DEMISED PREMISES                             11

       3.11      TO PERMIT LANDLORD TO INSPECT                          11

       3.12      TO PERMIT LANDLORD TO ENTER AND REPAIR                 11

       3.13      NO ASSIGNMENT                                          12

       3.14      ACCESS TO DEMISED PREMISES                             12

       3.15      REQUIREMENTS OF PUBLIC AUTHORITIES                     12

       3.16      REPAIR OF CHATTELS                                     12

       3.17      PROPERTY IN CHATTELS                                   13

       3.18      REPAIR ON TERMINATION OF TENANCY                       13

       3.19      COSTS INCURRED BY LANDLORD                             13

       3.20      PAYMENT OF GOODS AND SERVICES TAX                      14


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                                      ii.
CLAUSE HEADING                                                          PAGE
------ -------                                                          ----


       3.21      INDEMNITIES BY TENANT                                  14


4.     LANDLORD'S COVENANTS                                             15

       4.1       QUIET POSSESSION                                       16

       4.2       PROPERTY TAX                                           16

       4.3       MANAGEMENT OF COMMON AREAS                             16


5.     LANDLORD  NOT LIABLE                                             17

       5.1       NO CLAIM BY TENANT                                     17

       5.2       ACCIDENTS                                              18


6.     PROVISOS                                                         18


       6.1       PROVISO FOR RE-ENTRY                                   19

       6.2       LANDLORD'S RIGHT TO REMEDY                             19
                 TENANT'S DEFAULT

       6.3       INTEREST ON MONEY OVERDUE                              20

       6.4       LANDLORD'S RIGHTS AGAINST                              20
                 TENANT'S GOODS

       6.5       WAIVER                                                 21

       6.6       ALTERATIONS TO ADJOINING                               21
                 PROPERTIES AND BUILDING

       6.7       PARKING FACILITIES                                     21

       6.8       NOTICES                                                21

       6.9       COSTS OF TENANCY                                       22

       6.10      INSPECTION BY PURCHASERS/TENANTS                       22

       6.11      EFFECT OF RULES AND REGULATIONS                        23



<PAGE>
                                    iii.
CLAUSE HEADING                                                          PAGE
------ -------                                                          ----


       6.12      RULES AND REGULATIONS                                  23

       6.13      EXCLUSION OF IMPLIED TERMS ETC                         23

       6.14      EASEMENTS                                              24

       6.15      LIMITATION OF LANDLORD'S OBLIGATIONS                   24

       6.16      PUBLIC ADDRESS SYSTEM                                  24

       6.17      TERMINATION OR ABATEMENT ON DAMAGE                     25

       6.18      RIGHT TO DISTRAIN                                      26


7.     GOVERNING LAW AND SUBMISSION TO JURISDICTION                     26


       SCHEDULE A                                                       27
       -  CHATTELS AND FITTINGS IN DEMISED
          PREMISES


       SCHEDULE B                                                       28
       -  RULES AND REGULATIONS OF THE BUILDING


       ANNEXURE                                                         36
       -  PLAN OF DEMISED PREMISES



<PAGE>
                   THIS AGREEMENT is made the 14 day of March 1996


BETWEEN

1.      UOL PROPERTY INVESTMENTS PTE LTD, a company incorporated in the
        Republic of Singapore and having its registered office at 101 Thomson
        Road, #33-00 United Square, Singapore 307591 (hereinafter called the
        "Landlord") of the one part;

AND

2.      NOVELLUS SINGAPORE PTE LTD, a company incorporated in the Republic of
        Singapore and having its registered office at 36 Robinson Road, #18-01
        City House, Singapore 068877 (hereinafter called the "Tenant") of the
        other part.


NOW THIS AGREEMENT WITNESSES AS FOLLOWS:-

1.      INTERPRETATION


        In this Agreement where the context admits or unless the contrary
        intention appears:-
        
        (a)  "Building" means the building located at 101 Thomson Road,
             Singapore 307591 and known as UNITED SQUARE in which the Demised
             Premises are located and refers to each and every part of the
             Building, and the car parks, service, loading and any other 
             areas the use and enjoyment of which are appurtenant to the 
             Building;
        
        (b)  "Business Day" means a day when banks in Singapore are open for
             business (excluding Saturdays, Sundays and public holidays);
        
        (c)  "Business Hours" means the hours between 8:00 a.m. and 6:00 p.m.
             on weekdays and 8:00 a.m. and 1:00 p.m. on Saturdays (Sundays and
             gazetted public holidays excepted) or such hours as the Landlord
             may prescribe at any time and from time to time;

        (d)  "Chattels" means the chattels and fittings an inventory of which
             is annexed as Schedule A;
        
        (e)  "Common Area" means those parts areas premises and facilities of
             and in the Building which are not demised or intended to be
             demised to the Tenant or to any other tenant and which are now or
             hereafter provided for the common or general use by or benefit of
             tenants of premises in the Building and their respective employees
             agents customers and invitees in common with the Landlord and all
             other persons having the like right to use the same (including but
             without limiting the generality of the foregoing all roads walls
             walkways


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                                        - 2 -

                                           
             pavements passages entrances courts vestibules halls toilets
             stairways elevators and gardens and such other areas amenities
             ground and conveniences) but shall exclude all the car parks in
             the Building.
        
        (f)  "Demised Premises" means all that premises known as 101 Thomson
             Road, #21-01/02 United Square, Singapore 307591, and containing an
             area of 273.04 square meters/2,939 square feet on the twenty-first
             storey in the Building, the boundaries and location of which are
             shown in the plan attached as the Annexure, excluding the exterior
             faces of external walls, the exterior faces of boundary walls and
             the roof;

        (g)  "Landlord" means and includes the Landlord and its successors and
             assigns and all persons entitled to the reversion immediately
             expectant upon the determination of this Agreement;
        
        (h)  "Outgoings of the Building" shall have the meaning ascribed in
             Clause 3.2.2;
        
        (i)  "Rents" means the rent, hire charge and maintenance and service
             charge payable by the Tenant in accordance with Clause 3;
        
        (j)  "Rent Payment Dates" means 1 January, 1 April, 1 July and 1
             October of each year and "Rent Payment Date" refers to each such
             date;
        
        (k)  "Tenant" means and includes the Tenant and its successors in title
             and permitted assigns;
        
        (l)  words importing the singular number shall include the plural and
             masculine gender the feminine or neuter and vice versa and words
             importing persons shall include corporations, companies and firms
             and vice versa;
        
        (m)  headings of clauses and marginal notes are for guidance only and
             shall not be deemed to form any part of the context; and
        
        (n)  in any case where the Tenant is placed under a restriction by
             reason of the covenants and conditions in this Agreement, the
             restriction shall be deemed to include the obligation of the
             Tenant not to permit or allow the infringement of the restriction
             by any of the Tenant's servants agents sub-tenants customers
             invitees licensees independent contractors or any other person
             claiming through or under the Tenant.


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                                        - 3 -

                                           
2.      DEMISE, COMMENCEMENT AND RENEWAL

2.1     The Landlord hereby grants and the Tenant hereby takes a tenancy for
        the term of three (3) years of the Demised Premises together with the
        Chattels.  The term of the said tenancy shall commence on the 1st day
        of February 1996 and expire on the 31st day of January 1999.

2.2     The Tenant may renew the tenancy of the Demised Premises for a further
        term of three (3) years after the expiration of the term hereby created
        by giving the Landlord written notice of its intention to renew the
        tenancy of the Demised Premises not later than six (6) months before
        the expiration of the term hereby created.  If there shall be at the
        time of the service of such notice and at the expiry of the term hereby
        created, no existing breach or non-observance of any of the Tenant's
        obligations or covenants under this Agreement, the Landlord shall at
        the cost of the Tenant grant to the Tenant a further term of the
        Demised Premises for a period of three (3) years at the revised Rents
        based on the prevailing market rate and containing the same covenants
        and conditions as herein contained (this present covenant for renewal
        excepted).  In the event that the revised Rents as determined by the
        Landlord are not accepted by the Tenant and/or if the Tenant shall fail
        to sign the fresh agreement for the renewed term within one month of
        the Tenant's receipt of the Landlord's proposed revised Rents, then
        this option shall lapse and the Landlord shall be free of all
        obligations whatsoever to grant to the Tenant a further tenancy and in
        such an event, the Tenant shall at the expiration of the term hereby
        created yield up and surrender the Demised Premises to the Landlord in
        accordance with Clause 3.16 hereof.

3.      TENANT'S COVENANTS


        The Tenant hereby covenants with the Landlords as follows:-

3.1     RENTS

        The Tenant shall pay to the Landlord the following Rents clear of all
        deductions and without any demand and so that there shall be no
        abatement thereof by reason of any claim by the Tenant against the
        Landlord whether for non-performance or breach of the Landlord's
        obligations hereunder or otherwise:-

        (a)  the quarterly rent of $55,547.10 in respect of the Demised
             Premises;
        
        (b)  the quarterly hire charge of $ 3,526.80 for the Chattels in
             respect of the Demised Premises; and


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                                        - 4 -
                                           

        (c)  the quarterly maintenance and service charge of $7,053.60 in
             respect of the Demised Premises

        PAYABLE in advance on each Rent Payment Date in each year during the
        term of this tenancy
        
        TOGETHER with goods and services tax ("GST") charged at the rate of
        three per cent (3%) on the Rents (as the same may be varied in
        accordance with the provisions of this Agreement) or at such other rate
        or rates as may be charged from time to time under the provisions of
        the Goods and Services Tax Act (Cap. 117A)
        
        PROVIDED THAT if the commencement date of the term of the tenancy does
        not coincide with a Rent Payment Date the first payment of the Rents
        together with GST shall be paid on the commencement date and
        proportionately for the period from the commencement date to the day
        immediately preceding the next Rent Payment Date and thereafter the
        Rents together with GST shall be paid on each succeeding Rent Payment
        Date.


3.2     PAYMENT OF INCREASED MAINTENANCE AND SERVICE CHARGES


3.2.1   If there is any increase in the Outgoings of the Building, the Tenant
        shall be liable to pay an additional maintenance and service charge in
        each and every month representing the apportioned extra costs as is
        attributable to the Demised Premises.  For the purpose of ascertaining
        the additional maintenance and service charge payable all increases in
        the Outgoings of the Building shall be apportioned in the proportion by
        which the floor area of the Demised Premises bears to the total area
        of the rentable floor space in the Building including any floor space
        occupied by the Landlord and a statement (hereinafter called "the said
        Certificate") by the Landlord certifying the amount of the increase in
        Outgoings of the Building on a per square metre basis and the effective
        date of such increase shall be accepted by the Tenant as conclusive and
        binding of the matters so certified save for manifest error. The
        increase in maintenance and service charge shall be chargeable and
        payable with effect from the date specified in the said Certificate as
        the effective date of the increase in Outgoings of the Building.  If
        there shall be any additional maintenance and service charge payable
        from a date prior to the issuance of the said Certificate the aggregate
        amount of such additional maintenance and service charge shall be
        payable by the Tenant forthwith upon the issuance of the said
        Certificate.  Additional maintenance and service charge for the period
        after the issuance of the said Certificate shall be added to the
        prevailing maintenance and service charge and such aggregate sum shall
        be and remain the maintenance and service charge


<PAGE>
                                        - 5 -

                                           
        payable under this Agreement until any further increase from time to
        time by the Landlord under this Clause.

3.2.2   OUTGOINGS OF THE BUILDING


        Without limiting the generality of the foregoing the term "Outgoings of
        the Building" where used in this Agreement shall include the total sum
        of all outgoings, costs and expenses of the Landlord properly or
        reasonably assessed or assessable, charged or chargeable, paid or
        payable or otherwise incurred in respect of the Building (including in
        such term for the purposes of this Clause the curtilage of the Building
        and all levels thereof including, but without limiting the generality
        of the foregoing, those levels below ground level whether used for the
        parking of motor vehicles or otherwise) and in the control, management,
        maintenance of the Building and in particular but without limiting the
        generality of the foregoing shall include:-

        (a)  all charges for and costs in relation to the supply of water and
             removal of all sewerage waste and other garbage from the Building
             and the land on which the Building is erected;
        
        (b)  all amounts payable in respect of insurances relating to the
             Building and the equipment and appliances therein including but
             without limiting the generality of the foregoing fire and public
             liability insurance, theft/burglary insurance of contents in the
             Building, and the workmen's compensation/common law liability
             insurance for the personnel engaged in the operation and
             maintenance of the Building;
        
        (c)  all reasonable costs in relation to management, control and
             administration of the Building including the employment or
             engagement of security staff and attendants;
        
        (d)  the costs of uniforms, salaries, wages, bonuses, allowances and
             other emoluments, remuneration and benefits of all personnel
             engaged exclusively in the operation and maintenance of the
             Building as well as payroll tax and Central Provident Fund and
             other statutory contributions or charges in respect thereof;
        
        (e)  the costs of operating and maintaining the Building and supplying
             all services from time to time provided for tenants and occupiers
             of the Building including but without limiting the generality of
             the foregoing repairs and replacements, repainting and
             redecoration of the Building and the maintenance, repair,
             renovation and amortization of all lifts, air-conditioning plants,
             escalators, fire and security alarm systems, fire-fighting
             equipment and other plant and equipment required in connection
             with any of such services;


<PAGE>

                                        - 6 -

                                           
        (f)  all charges (including taxes thereon) for lighting, power,
             air-conditioning, escalators and ventilation incurred in
             connection with the Building;
        
        (g)  all charges for the cost of the cleaning of the exterior of the
             Building (including all windows) and the Common Area;
        
        (h)  the expenses of the Landlord in supplying paper, soap and other
             toilet supplies in the Building;
        
        (i)  all costs and charges for landscaping and other environmental
             improvements or maintenance of the Building;
        
        (j)  all fees and charges of managing agents employed for the carrying
             out and provision of services for the Building;
        
        (k)  all fees and charges of auditors, accountants and other
             professional consultants engaged exclusively in connection with
             the provision of services for the Building;
        
        (l)  all sums in each year as may be set aside as a fund to cover
             repairs, renovations, painting, replacements and maintenance of a
             substantial but infrequent or irregular nature of the Building and
             the plant machinery and electrical and other apparatus therein
             including lifts, air-conditioning plant, fire fighting, security
             and alarm equipment and depreciation of the same and any
             replacements thereof; and
        
        (m)  all items of expenditure incurred in carrying out all other works,
             acts, matters or things or in providing all such other services or
             amenities of any kind whatsoever in relation to any Common Area.

3.3     DEPOSIT


        The Tenant shall on or before the execution of this Agreement pay to
        the Landlord the sum of $68,111.33 representing three (3) months' Rents
        together with GST thereon as mentioned in Clause 3.1 which shall be
        held by the Landlord as a deposit for the due observance and
        performance by the Tenant of the Tenant's covenants and conditions
        herein contained and the Landlord shall at the end or sooner
        determination of the term hereby created refund to the Tenant the said
        deposit free of interest less all costs and expenses payable by the
        Tenant hereunder PROVIDED ALWAYS that if the Tenant fails to observe
        and perform any of the agreements and stipulations herein contained and
        on the Tenant's part to be observed and performed and shall not have
        remedied the same within seven (7) days from the date of the Landlord's
        notice specifying the breach complained of and requiring remedy of the



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                                        - 7 -


        same it shall be lawful for the Landlord to deduct from the said
        deposit such sum or sums as may be necessary and reasonable to make
        good and satisfy such damages and losses arising from the Tenant's
        failure but without prejudice to the right of action of the Landlord
        against the Tenant in respect of any antecedent breach of any of the
        agreements or stipulations herein contained on the part of the Tenant
        to be observed and performed or any claim arising from the Tenant's
        failure as aforesaid in excess of the said deposit.  Upon adjustment or
        revision of the Rents for the time being payable by the Tenant to the
        Landlord hereunder the said deposit shall likewise be adjusted or
        revised and the Tenant shall pay on demand to the Landlord the
        difference thereof Provided Always that the sum held by the Landlord
        shall be maintained so as to represent at all times three (3) months'
        Rents together with GST thereon as aforesaid and shall not without the
        prior written consent of the Landlord be deemed to be or treated as
        payment of Rents or any part thereof or any sums owing to the Landlord.

3.4     INCREASE IN PROPERTY TAX

        The Tenant shall pay as and when required by the Landlord an additional
        amount levied and imposed upon or in respect of or attributable to the
        Demised Premises over and above the amount of such rates or assessment
        of property tax or other impositions levied and imposed as at the date
        of the commencement of the term hereby created and in the event of the
        Demised Premises not being separately assessed to pay as and when
        required by the Landlord an additional amount attributable to the
        Demised Premises in the same proportion as the area of the Demised
        Premises bears to the total lettable area of the premises included in
        the assessment received by the Landlord for the period of assessment
        Provided That this obligation on the part of the Tenant shall not be
        extinguished by the determination of this Agreement whether by the
        effluxion of time or otherwise until the said obligation, provided that
        such taxes relate to or are payable in respect of the term of the
        tenancy, shall have been fulfilled by the Tenant.

3.5     UTILITY CHARGES

        The Tenant will pay all charges (including any taxes) for electricity
        water and gas separately metered and consumed in or on the Demised
        Premises and will also pay all charges in respect of any telephone
        services connected to the Demised Premises and all other charges and
        impositions imposed by public utility or authority for the supply of
        any service separately supplied to the Demised Premises.


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                                        - 8 -
                                           

3.6     INSURANCE

3.6.1   PUBLIC RISK POLICY

        The Tenant will at its own cost and expense effect and keep effected in
        respect of the Demised Premises at all times during the continuance of
        this tenancy a public risk policy in such amount as may be reasonably
        required by the Landlord from time to time.  Without limiting or
        prejudice to the above, the amount of insurance in respect of any
        single accident shall not be less than Dollars Five Hundred Thousand
        ($500,000.00).

3.6.2   INSURANCE OF PLATE GLASS

        The Tenant will insure in the joint names of the Landlord and the
        Tenant and in such amount (being not less than the full insurable
        value) and against such risk as the Landlord may require all plate
        glass windows doors and display showcase at or upon the Demised
        Premises.

3.6.3   INSURERS

        All policies of insurance liable or required to be effected by the
        Tenant hereunder whether in respect of the property or risk either of
        the Landlord or the Tenant shall be taken out with substantial and
        reputable insurance companies approved by the Landlord, such approval
        not to be unreasonably withheld.

3.6.4   PRODUCTION OF POLICY

        The Tenant will in respect of any policy of insurance to be effected by
        the Tenant hereunder if required by the Landlord forthwith produce to
        the Landlord the policy of insurance and the receipts for payment of
        the latest premium of such insurance within fourteen (14) days from the
        Landlord's written notice requiring the same to be produced.

3.6.5   TENANT NOT TO VOID INSURANCE

        The Tenant will not at any time during the said term do or permit or
        suffer to be done any act matter or thing upon the Demised Premises
        whereby any insurances in respect thereof or the Building may be
        vitiated or rendered void or voidable or (except with the approval in
        writing of (such approval not to be unreasonably withheld) and subject
        to any reasonable conditions specified by the Landlord) whereby the
        rate of premium on any insurance shall be liable to be increased.


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                                        - 9 -

                                           
3.7     PERMITTED USE OF DEMISED PREMISES

        The Tenant will not use or permit to be used the Demised Premises or
        any part thereof otherwise than as administrative office in connection
        with the Tenant's business as carried on by the Tenant at the date of
        execution of this Agreement which shall not be varied without the prior
        written consent of the Landlord and will not permit or suffer the use
        of the same or any part thereof for any other purpose or for any
        residential purpose whether temporary or permanent.

3.8     REPAIR AND USE OF DEMISED PREMISES

3.8.1   The Tenant will during the whole of the said term and for so long as
        the Tenant may remain in possession or occupation of the Demised
        Premises when where and so often as need shall be maintain repair and
        keep the whole of the Demised Premises in good and substantial repair
        working order and condition (damage by fire flood lightning storm
        tempest Act of God war damage and reasonable wear and tear only
        excepted).

3.8.2   The Tenant will without prejudice to the generality of Clause 3.8.1
        hereof at the Tenant's expense:-

        (a)  CLEANING OF DEMISED PREMISES

             cause the Demised Premises to be cleaned in a proper and
             workmanlike manner and during the whole of the term of this
             tenancy to be kept clean and free from dirt and rubbish and in
             particular shall store and keep all trade waste trash and garbage
             in proper receptacles and arrange for the regular removal thereof
             from the Demised Premises to such proper receptacles thereof as
             are provided by the Landlord;

        (b)  DAMAGE TO COMMON AREA

             from time to time make good any breakage defect or damage to the
             Common Area or any adjoining premises or any facility or
             appurtenances thereof occasioned by want of care misuse or abuse
             on the part of the Tenant or its servant agent sub-tenant customer
             invite licensee independent contractor or any other persons
             claiming through or under the Tenant or otherwise occasioned by
             any breach or default of the Tenant hereunder or under any rules
             and regulations of the Landlord made pursuant hereto;

        (c)  REPLACEMENT OF BREAKAGES

             from time to time immediately repair and replace all breakages at
             the


<PAGE>

                                        - 10 -


             Demised Premises, in particular but without limiting the foregoing
             to replace any damaged glass of any exterior windows with glass of
             similar quality subject to the approval of the Landlord and to
             replace all damaged lighting electrical equipment (including light
             globes and fluorescent tubes) and plumbing installed upon the
             Demised Premises;

        (d)  COMPLIANCE WITH STATUTES/ACTS

             from time to time forthwith comply with all statutes ordinances
             proclamations orders or regulations present or future affecting or
             relating to the use of the Demised Premises (including but not
             limited to the Fire Safety Bureau's regulations in respect of any
             partitions erected by the Tenant at the Demised Premises) insofar
             as the same relates to the Tenant as tenant of the Demised
             Premises and the conduct of the Tenant's business thereon and with
             all requirements which may be made or notices or orders which may
             be given by any governmental semi-governmental health licensing
             civic or any other authority having jurisdiction or authority over
             or in respect of the Demised Premises or the user thereof
             directly applicable to the Tenant as tenant of the Demised
             Premises and will keep the Landlord indemnified in respect of all
             such matters referred to herein Provided Always that the Tenant
             shall be under no liability in respect of any structural
             alterations the requirement for which was not caused or
             contributed to by the Tenant's use or occupation of the Demised
             Premises; and

        (e)  REMOVAL OF SIGNS

             upon vacating the Demised Premises or immediately prior thereto
             remove any signs names advertisements or notices erected painted
             displayed affixed or exhibited upon to or within the Demised
             Premises and make good any damage or disfigurement caused by the
             erection painting displaying affixing exhibiting or removal
             thereof.


3.9     ALTERATIONS

        The Tenant will not without the prior written consent of the Landlord
        make any alteration or addition in or to the Demised Premises or any
        part thereof and in particular the Tenant will not install any
        partitions or structures inside or outside the Demised Premises or
        water gas or electrical fixtures equipment or appliances or any
        apparatus for illuminating air-conditioning cooling or ventilating the
        Demised Premises.  The Landlord shall not withhold its consent
        unreasonably.  In the course of such alterations or additions made with
        the consent of the Landlord the Tenant shall, at its own cost, obtain
        all relevant permits, consents


<PAGE>

                                        - 11 -

                                           
        and licences and shall observe and comply with the requirements of the
        Landlord and the competent authorities.


3.10    DAMAGE TO DEMISED PREMISES

        The Tenant will not mark paint drill or in any way deface any wall
        ceiling partition floor wood or other parts of the Demised Premises
        except where such action is required or necessary for renovation in
        accordance with such plans which have been approved by the Landlord.

3.11    TO PERMIT LANDLORD TO INSPECT

        The Tenant will permit the Landlord and its architects, surveyors,
        contractors, workmen and agents (with or without equipment), at all
        times after reasonable notice has been given to the Tenant (except in
        case of emergency when no notice shall be required), to enter upon the
        Demised Premises and view the state of repair thereof.  The Landlord
        may serve upon the Tenant a notice in writing of any defect for the
        repair of which the Tenant may be responsible hereunder requiring the
        Tenant within a reasonable time to repair the same.  In default of the
        Tenant so doing it shall be lawful for the Landlord from time to time
        to enter and execute the required repairs and for this purpose the
        Landlord and its architects, surveyors, contractors, workmen and agents
        (with or without equipment) may enter upon the whole or any part of the
        Demised Premises and there remain for the purpose of doing erecting or
        effecting any such thing and any expenses and cost of carrying out such
        work shall be payable by the Tenant to the Landlord immediately on
        demand.

3.12    TO PERMIT LANDLORD TO ENTER AND REPAIR

        The Tenant will permit the Landlord and its architects, surveyors,
        contractors, workmen and agents (with or without equipment), at all
        times after reasonable notice has been given to the Tenant (except in
        case of emergency when no notice shall be required) to enter and carry
        out repairs renovations maintenance or alterations to the Demised
        Premises or to the Common Area or the Building or any part thereof in
        compliance with the Landlord's obligations under the provisions of this
        Agreement or otherwise to comply with any obligation on the Landlord
        affecting the Demised Premises or the Common Area or the Building or
        any part thereof or otherwise deemed necessary or desirable by the
        Landlord Provided Always that the exercise of such power is carried out
        in a reasonable manner.


<PAGE>

                                        - 12 -

                                           
3.13    NO ASSIGNMENT

        The Tenant shall not transfer, assign, sublet or licence or in any way
        encumber its rights or obligations or interests in this Agreement or
        the Demised Premises or any part thereof or in any way dispose of or
        part with or share possession or occupation of the Demised Premises or
        any part thereof without the prior consent in writing of the Landlord. 
        For the purposes hereof any amalgamation and/or reconstruction effected
        by the Tenant (if a company) shall be deemed an assignment of this
        tenancy in respect of the Demised Premises and shall require the prior
        written consent of the Landlord as aforesaid.

3.14    ACCESS TO DEMISED PREMISES

        The Tenant will permit the persons for the time being having the
        contract for the cleaning of the Building and its servants agents
        contractors and sub-contractors to enter the Demised Premises or any
        part thereof for the purpose of cleaning the exterior of the windows
        thereof during the normal business hours of the Building.


3.15    REQUIREMENTS OF PUBLIC AUTHORITIES

        If any time during the said term any authority having jurisdiction or
        authority over or in respect of the Demised Premises or the user
        thereof or of the Building requests requires notifies or orders any
        structural alterations re-alterations additions conversion improvements
        or other works to be made in about or to the Demised Premises or the
        Building (the effecting of which necessitates access to the Demised
        Premises) the Tenant will at all times permit the Landlord to enter the
        Demised Premises or any part thereof for the purpose of making any such
        structural alterations additions conversion improvements or other works
        or any of them aforesaid Provided Always that in the exercise of such
        power no undue inconvenience disruption or interference is caused to
        the Tenant or to the Tenant's business at the Demised Premises.

3.16    REPAIR OF CHATTELS

        The Tenant will:-

        (a)  during the whole of the term of this Agreement and otherwise so
             long as the Tenant may use or remain in possession of the Chattels
             maintain repair and keep the Chattels in good substantial repair
             working order and condition (damage by fire, flood, lightning,
             storm, tempest, Act of God, war damage, fair wear and tear
             excepted); and


<PAGE>

                                        - 13 -

                                           
        (b)  at the expiration or sooner determination of this Agreement unless
             renewed pursuant to an option granted to the Tenant to renew the
             tenancy peaceably surrender and yield up unto the Landlord the
             Chattels and every part thereof in good and substantial repair
             order and condition in all respects and clean and free from
             rubbish (damage by fire flood lightning storm tempest Act of God
             war damage and reasonable wear and tear only excepted) unless such
             damage is caused by, or any policy or policies of insurance shall
             have been vitiated or payment of insurance moneys is refused in
             whole or in part in consequence of, any act the neglect default or
             misconduct of the Tenant, its servants agents sub-tenants
             customers invitees licensees independent contractors or any person
             claiming through or under the Tenant.

3.17    PROPERTY IN CHATTELS

        The Tenant shall not sell or offer for sale assign mortgage pledge hire
        lend or otherwise deal with the Chattels or any of them in a manner
        prejudicial to the Landlord's rights and ownership thereof and shall
        keep the Chattels in the Demised Premises and shall not remove the same
        or any of them from the Demised Premises and shall protect the Chattels
        against execution or seizure and the Tenant shall indemnify the
        Landlord against all losses costs charges damage and expenses incurred
        by the Landlord by reason or in respect thereof.

3.18    REPAIR ON TERMINATION OF TENANCY

        Upon the expiration or any sooner determination of this Agreement
        (unless renewed pursuant to an option granted to the Tenant to renew
        the Tenancy) to yield up the Demised Premises with the Chattels thereto
        (including all the Tenant's alterations and additions but excepting
        those which have been required by the Landlord to be removed) in good
        and tenantable repair and condition in accordance with the Tenant's
        covenants herein contained, fair wear and tear excepted.  The Tenant
        will make good to the reasonable satisfaction of the Landlord all
        damage to the Demised Premises and the Building resulting from the
        removal of the Tenant's belongings, reinstatement or redecoration of
        the Demised Premises.

3.19    COSTS INCURRED BY LANDLORD

        To reimburse the Landlord for all costs fees and expenses (including
        costs for the Landlord's solicitors on a full indemnity basis) incurred
        by the Landlord for or in the recovery or attempted recovery of any
        outstanding


<PAGE>

                                        - 14 -

                                           
        Rents or any moneys whatsoever owed by the Tenant in respect of the
        Demised Premises or for the enforcement or attempted enforcement of any
        covenant hereby created including but not limited to the Landlord
        engaging solicitors for the said purposes Provided that this obligation
        on the part of the Tenant shall not be extinguished by the
        determination of this Agreement whether by the effluxion of time or
        otherwise until the said obligation shall have been fulfilled by the
        Tenant.


3.20    PAYMENT OF GOODS AND SERVICES TAX

3.20.1  Notwithstanding any other provision herein relating to the payment of 
        goods and services tax on the Rents the Tenant hereby further covenants
        with the Landlord to pay goods and services tax charged by any 
        governmental authority, authorised person and/or agency under the Goods
        and Services Tax Act (Cap. 117A) in relation to:-

        (a)  the supply of goods and services whatsoever or howsoever in
             connection herewith by or on behalf of the Landlord;
        
        (b)  any payment made or to be made by the Tenant under any of the
             terms hereof or in connection herewith or in respect of any
             payment made by the Landlord which the Tenant has agreed herein to
             reimburse the Landlord; and
        
        (c)  all other consideration for goods and services supplied hereunder
             or in consequence hereof.
        
        The Tenant shall pay such goods and services tax to the Landlord
        contemporaneously with the payments made under sub-paragraphs (a), (b) 
        and (c) above or on demand by the Landlord whichever is the earlier.

3.20.2  The Tenant covenants with the Landlord to indemnify the Landlord
        against any input tax in respect of goods and services supplied to the
        Landlord in connection herewith or incidental hereto where the
        corresponding supply of goods and services to the Tenant by the
        Landlord is not taxable for any reason.


3.21    INDEMNITIES BY TENANT

3.21.1  The Tenant agrees to occupy use and keep the Demised Premises and the
        Chattels at the risk of the Tenant and hereby releases to the full
        extent permitted at law the Landlord and its agents servants contractors
        invitees and employees from all claims and demands of every kind in
        respect of or resulting from any accident damage or injury howsoever
        caused


<PAGE>

                                        - 15 -

                                           
        occurring in the Building or the Demised Premises and the Tenant
        expressly agrees that the Landlord shall have no responsibility or for
        any loss damage or injury suffered by the Tenant (whether to or in
        respect of the Tenant's person or property or the business conducted by
        the Tenant) as a result of any theft breakage leakage accident or event
        in the Building or the Demised Premises.

3.21.2  The Tenant will and does hereby indemnify and hold harmless the
        Landlord from and against all actions claims demands losses damages
        costs and expenses for which the Landlord shall or may be or become
        liable in respect of and to the extent that they arise from all or some
        or any of the following:-

        (a)  the negligent use misuse waste or abuse by the Tenant or its
             servant agent sub-tenant customer invitee licensee independent
             contractor or any other persons claiming through or under the
             Tenant of the water gas electricity oil lighting and other
             services and facilities and appurtenances of the Demised Premises
             or the Building;
        
        (b)  overflow or leakage of water (including rain water) in or from the
             Demised Premises but having origin within the Demised Premises or
             caused or contributed to by any act or omission on the part of the
             Tenant or its servant agent sub-tenant customer invitee licensee
             independent contractor or any other person claiming through or
             under the Tenant;
        
        (c)  loss damage or injury from any cause whatsoever to property or
             persons caused or contributed to by any occurrence in, upon or at
             the Demised Premises or the use of the Demised Premises by the
             Tenant or its servant agent sub-tenant customer invitee licensee
             independent contractor or any other person claiming through or
             under the Tenant;
        
        (d)  loss damage or injury from any cause whatsoever to property or
             person within or without the Demised Premises or the Building
             occasioned or contributed to by any act omission neglect breach or
             default of the Tenant or its servant agent sub-tenant customer
             invitee licensee independent contractor or any other person
             claiming through or under the Tenant.

4.      LANDLORD'S COVENANTS

        The Landlord hereby covenants with the Tenant as follows:-



<PAGE>

                                        - 16 -

                                           
4.1     QUIET POSSESSION

        To permit the Tenant duly paying the Rent and any other sums payable
        hereunder and observing and performing its several covenants and
        conditions herein contained to have quiet possession and enjoyment of
        the Demised Premises during term hereby created without any
        interruption by the Landlord or anyone claiming under or through or in
        trust for the Landlord save as specifically herein provided.

4.2     PROPERTY TAX

        To pay the property tax levied or charged on the Demised Premises
        subject to the Tenant's payment of its portion of the property tax as
        provided in this Agreement.

4.3     MANAGEMENT OF COMMON AREAS

        Subject always to the provisions of Clause 5:-
        
        (a)  to maintain and keep clean and in repair the Common Area including
             the exterior walls and all roads pavements gardens water drainage
             lighting and other common facilities and services (fair wear and
             tear excepted);
        
        (b)  to furnish reasonable illumination to the Common Area during the
             term of this Agreement (except when the Building shall be closed)
             and may also furnish such further or other illumination as the
             Landlord may in the Landlord's absolute discretion deem to be
             advantageous to the Tenant or to the Building;
        
        (c)  to keep the lifts in the Building working and available for use by
             the Tenant and its employees and visitors during Business Hours. 
             At all other times the Landlord will endeavour to keep one or more
             lifts in operation but nothing herein contained shall impose on
             the Landlord any obligation so to do so and the Landlord shall not
             be liable or responsible for delays or stoppages howsoever caused
             or whensoever occurring during the said hours or otherwise;
        
        (d)  to keep the air-conditioning plant in the Building working during
             Business Hours Provided Always that nothing herein contained shall
             impose any requirement on the Landlord to keep the
             air-conditioning facilities working at any other time and the
             Landlord shall not be liable or responsible for any breakdown or
             failure in the air-conditioning howsoever caused or whensoever
             occurring during the said hours or otherwise.  The Landlord may at
             its absolute discretion provide air-conditioning facilities beyond
             the specified hours at the


<PAGE>

                                        - 17 -

                                           
             Tenant's request and subject to the Tenant agreeing to pay the
             additional costs therefor but nothing herein contained shall
             impose on the Landlord any obligation to do so Provided Always
             that the Landlord may at its absolute discretion withhold add to
             extend vary or make any alterations in the rendering of the said
             services or any of them from time to time if the Landlord deems it
             desirable so to do for the more efficient conduct and management
             of the Building;
        
        (e)  to maintain in good and tenantable condition and repair (fair
             wear and tear excepted) all apparatus equipment plant and
             machinery including the passenger lifts the floor and water system
             and the electric lighting appliances in the Common Area and all
             sewers drains channels water courses gutters rainwater and soil
             pipes sanitary apparatus pipes and cables and supply lines in
             under or upon the Building which shall serve the same;
        
        (f)  to supply maintain repair and renew as need be such fire fighting
             equipment in the Common Area as the Landlord may deem desirable or
             necessary or as may be required to be supplied and maintained by
             it by statute or by the fire authority;

        PROVIDED ALWAYS that the manner of such maintenance, provision and
        supply of services and the expenditure thereon shall be at the absolute
        discretion of the Landlord.


5.      LANDLORD NOT LIABLE

        Notwithstanding anything herein contained:-

5.1     NO CLAIM BY TENANT

        The Landlord shall not be liable to, nor shall any claim be made
        against the Landlord by, the Tenant or its servant agent sub-tenant
        customer invitee licensee independent contractor or any other person
        claiming through or under the Tenant nor shall the Tenant be entitled
        to terminate this tenancy due to any matter in respect of:-

        (a)  any interruption or failure in any of the services mentioned in
             Clause 4.3 by reason of necessary repair or maintenance of any
             installations or apparatus or damage thereto or destruction
             thereof or by reason of mechanical or other defect or breakdown or
             by reason of any circumstances whatsoever;
        
        (b)  any act, omission, default, misconduct or negligence of any
             porter, attendant or other servant or employee, independent
             contractor or



<PAGE>

                                        - 18 -
                                           

             agent of the Landlord in or about the performance or purported
             performance of any duty relating to the provision of the services
             or any of them as mentioned in Clause 4.3;

        (c)  any damage, injury or loss arising out of the leakage or defect of
             the piping, wiring and sprinkler system in the Building and/or the
             structure of the Building;
        
        (d)  any damage, injury or loss caused by other tenants or persons in
             the Building;
        
        (e)  any damage, injury or loss arising from or in connection with the
             use of the carparks in the Building; and
        
        (f)  any diminution of light, air or view by any building or structure
             erected within or adjacent to the Building.

5.2     ACCIDENTS

        The Landlord shall not be responsible to the Tenant or to the Tenant's
        servants agents sub-tenants customers invitees licensees independent
        contractors nor to any other persons claiming through or under the
        Tenant for any:-

        (a)  accident, happening or injury suffered in the Demised Premises or
             in the Building;
        
        (b)  damage to or loss of any goods or property sustained in the
             Building (whether or not due to the negligence or misconduct of 
             any security guards or the failure of any security system for 
             which the Landlord is in any way responsible); or
        
        (c)  act, omission or negligence of any employee of the Landlord in
             respect of the Building,

        howsoever occurring.

6.      PROVISOS

        Provided Always and it is hereby agreed as follows:-


<PAGE>

                                        - 19 -

                                           
6.1     PROVISO FOR RE-ENTRY

        Notwithstanding anything herein contained, if the Rents hereby reserved
        or any part thereof shall be unpaid for the space of fourteen (14) days
        after it due date (although no formal or legal demand shall have been
        made therefor) or if the Tenant commits permits or suffers to occur any
        breach or default in the due and punctual observance and performance of
        any of the covenants obligations and provisions of this Agreement or
        any rules and regulations made hereunder or if an order is made or a
        resolution is effectively passed for the winding-up of the Tenant
        (except for the purpose of reconstruction or amalgamation with the
        written consent of the Landlord which consent shall not be unreasonably
        withheld) or if the Tenant becomes bankrupt or goes into liquidation or
        makes an assignment for the benefit of or enters into an arrangement or
        composition with its creditors or stops payment or is unable to pay its
        debts within the meaning of the Companies Act for the time being in
        force in the Republic of Singapore or if execution is levied against
        the Tenant and not discharged within the thirty (30) days or if events
        or circumstances analogous to any of the foregoing events occurs in
        relation to the Tenant under the laws of any jurisdiction then and in
        any one or more of such events the Landlord shall have the right at any
        time thereafter to re-enter into and upon the Demised Premises or any
        part thereof in the name of the whole and to repossess and enjoy the
        same as of their former estate but without prejudice to any action or
        other remedy which the Landlord has or otherwise could have for any
        Rents or any other sums payable hereunder which are in arrears or in
        respect of any breach as a result of any such event and thereupon the
        Landlord shall be freed and discharged from any action suit claim or
        demand by or obligation to the Tenant under or by virtue of this
        tenancy.


6.2     LANDLORD'S RIGHT TO REMEDY TENANT'S DEFAULT

        On each and every occasion on which the Tenant omits or neglects to pay
        any money or to do or effect anything which the Tenant herein covenants
        to pay do or effect and the Tenant continues to omit or neglect to pay
        such money or to do or effect anything which the Tenant has covenanted
        to pay or do within seven (7) days from the Landlord's written notice
        specifying the omission, neglect or breach and requiring the Tenant to
        remedy the same it shall be lawful for but not obligatory upon the
        Landlord (and without prejudice to any rights and powers arising from
        such default) to pay such money or to do or effect such thing by its
        architects contractors workmen and agents as if the Landlord were the
        Tenant and for that purpose the Landlord its architects contractors
        workmen and agents may enter upon the Demised Premises at all
        reasonable times by prior notice and there remain for the purpose of


<PAGE>

                                        - 20 -

                                           
        doing or effecting any such thing and the Landlord may on demand
        recover from the Tenant the amount expenses and cons of such payment
        doing or effecting forthwith and/or may deduct the same from the
        deposit hereinbefore mentioned.

6.3     INTEREST ON MONEY OVERDUE

        Without prejudice to the rights powers and remedies of the Landlord
        otherwise under this Agreement the Tenant will pay to the Landlord
        interest at the rate of twelve per cent (1.2%) per annum on any Rents
        or any other sums hereby reserved or any part thereof due but unpaid for
        fourteen (14) days after it due date such interest to be computed from
        the due date for the payment of the moneys in respect of which the
        interest is chargeable until payment of such moneys in full is received
        by the Landlord.

6.4     LANDLORD'S RIGHTS AGAINST TENANT'S GOODS

        Notwithstanding anything herein contained if this tenancy shall come to
        an end whether by effluxion of time or otherwise and the Tenant shall
        fail to remove all its goods (which expression shall include personal
        property of every description) from the Demised Premises forthwith or
        if the Tenant shall abandon the Demised Premises (and the Tenant shall
        be deemed to have abandoned the Demised Premises and terminated this
        tenancy unilaterally if the Tenant without the consent of the Landlord
        fails to open the Demised Premises for business for a continuous period
        of thirty (30) days) without good reasons and the Tenant has failed to
        notify the Landlord of the closure and such good reasons shall be
        lawful for the Landlord to sell or to otherwise dispose of the goods of
        the Tenants in the Demised Premises at such times and at such prices as
        the Landlord shall think fit and without prejudice to any other rights
        and remedies of the Landlord the Landlord shall after payment out of
        the proceeds of sale the costs and expenses connected with the said
        sale apply the net proceeds of sale towards payment of all arrears of
        Rents and the interest thereon and all other sums of money due and
        payable by the Tenant to the Landlord under this tenancy and the
        balance (if any) shall be paid over to the Tenant. The Tenant shall
        indemnify the Landlord against any liability incurred by the Landlord
        to any third party whose property shall have been sold by the Landlord
        in the bona fide mistaken belief (which shall be presumed unless the
        contrary be proved) that such property belonged to the Tenant and was
        liable to be dealt pursuant to this clause.


<PAGE>

                                        - 21 -

                                           
6.5     WAIVER

        No waiver by the Landlord of one breach of any covenant obligation or
        provision contained or implied in this tenancy shall operate as a
        waiver of another breach of the same or of any other covenant
        obligation or provision contained or implied in this tenancy.

6.6     ALTERATIONS TO ADJOINING PROPERTIES AND BUILDING

        The Landlord shall have the right from time to time, at its absolute
        discretion, to improve extend vary amend reduce alter reconstruct in
        any way whatsoever or change the use of parts of the Building or
        otherwise deal with the Building (other than the Demised Premises) or
        any part thereof in any manner whatsoever Provided Always that in
        exercising such right the Landlord will use its best endeavors to cause
        as little inconvenience to the Tenant as is practicable in the
        circumstances.  Nothing in this Agreement shall confer on the Tenant
        any right to enforce any covenant or agreement relating to other parts
        of the Building demised to other tenants or limit in anyway the
        Landlord's rights to deal with all or any part (of the Building.

6.7     PARKING FACILITIES

        Subject to the Landlord's absolute discretion the Landlord may allow
        any car park or parking lot for the use of the Tenant its employees
        agents and servants on such terms and conditions as the Landlord may
        impose such use to be in common with the Landlord and all others to
        whom the Landlord has granted or may hereinafter grant such rights
        Provided Always that the Tenant shall observe and conform to and shall
        use his best efforts to cause its employees agents and servants to
        observe and conform to all such rules regulations and restrictions as
        the Landlord may from time to time impose in relation to the use of such
        car parks or car parking lots.  The Landlord reserves the right to
        charge a fee at such rate or rates as may from time to time be fixed by
        the Landlord in respect of the use by the Tenant or any other person of
        the car parks or car parking lots.

6.8     NOTICES

        Except as otherwise expressly provided herein any notice, request,
        demand or other communication to be given or served hereunder by one of
        the parties hereto to or on the other may be delivered at or sent by
        prepaid registered post or by telex, facsimile transmission, telegram
        or


<PAGE>

                                        - 22 -

                                           
        cable to the address in Singapore as herein specified of the other
        party and shall be deemed to be duly served:-

        (a)  if it is delivered, at the time of delivery;
        
        (b)  if it is sent by prepaid registered post, on the second Business
             Day after the date of posting thereof, whose address of the other
             party is within Singapore;
        
        (c)  if it is sent by telegram or cable, on the first Business Day
             immediately after the date of despatch; or
        
        (d)  if it is sent by facsimile transmission or telex, immediately
             after transmission thereof, if the transmission takes place on a
             Business Day and prior to the close of business on such a Business
             Day, otherwise the same shall be deemed to be served on the next
             Business Day.

        For the purpose of this Clause, each of the parties hereto shall from
        time to time notify the other party in writing of an address in
        Singapore where such notice, request, demand or other communication as
        aforesaid can be given or served and such notification shall be
        effective only when it is actually received.  In the absence of such
        notification, the notice, request, demand or other communication
        aforesaid may be given or served at the addresses of the respective
        parties hereinbefore set out.

6.9     COSTS OF TENANCY

        The Tenant shall pay the Landlord's solicitors' costs of preparation
        and completion of this Agreement together with any stamp duty (in
        duplicate) and out-of pocket expenses which shall be payable by the
        Tenant upon the execution of this Agreement.

6.10    INSPECTION BY PURCHASERS/TENANTS

        The Tenant will at all reasonable times by prior appointment permit the
        Landlord to exhibit to prospective tenants or purchasers the Demised
        Premises and will at all times within the six (6) months preceding the
        termination of this tenancy allow the Landlord to exhibit where the
        Landlord shall think fit any notice or notices indicating that the
        Demised Premises are to become vacant which notice or notices the
        Tenant shall not remove or conceal.


<PAGE>

                                        - 23 -


6.11    EFFECT OF RULES AND REGULATIONS

        The rules and regulations set forth in Schedule B hereto are deemed to
        form part of this Agreement and the Tenant covenants to observe and
        comply with such rules and regulations as added varied or amended as
        hereinafter provided.  The failure by the Tenant to keep and observe
        all such rules and regulations as the same may be added or varied from
        time to time shall constitute a breach of the terms of this Agreement
        in the same manner as if the rules and regulations were contained
        herein as covenants.


6.12    RULES AND REGULATIONS
        
        The Landlord shall have the right at any time from time to time delete
        vary amend or add to the rules and regulations for the time being
        deemed to be included in Schedule B hereto whenever the Landlord deems
        such variations amendment deletion or addition thereto necessary or
        desirable for regulating the use of the Demised Premises or the Common
        Area or the Building or any part thereof or for the safety care and
        cleanliness thereof and a certificate signed by an officer managing
        agent property manager or any authorized person for the time being of
        the Landlord stating the rules and regulations, a copy of which is to
        be given to the Tenant, for the time being in force or any amendment
        thereof shall until further notices be conclusive evidence of the rules
        and regulations made pursuant to the term hereof save for manifest
        error.

6.13    EXCLUSION OF IMPLIED TERMS ETC.

        The covenants provisions terms and agreements herein cover and comprise
        the whole of the agreement between the parties hereto and their
        appointed agents and it is expressly agreed and declared that no
        further or other covenants agreements provisions or terms whether in
        respect of the Demised Premises or this tenancy or otherwise shall be
        deemed to be implied herein or to arise between the parties hereto by
        way of collateral or other agreement by reason of any promise
        representation warranty or undertaking given or made by either party
        hereto to the other on or prior to the execution hereof and the
        existence of any such implication or collateral or other agreement is
        hereby expressly excluded SAVE AND EXCEPT THAT all the terms and
        conditions stipulated in the letter of offer for the Demised Premises
        dated 29 December 1995 from the Landlord and accepted by the Tenant
        shall, insofar as such terms and conditions are not inconsistent with
        the terms and conditions herein, remain in full force and effect as if
        they were


<PAGE>

                                        - 24 -

                                           
        specifically incorporated herein and insofar as the same remain to be
        fulfilled, performed, observed and complied with.


6.14    EASEMENTS

        The Landlord hereby grants to the Tenant and its agents servants
        customers and others authorised by the Tenant, in common with
        the Landlord and all others to whom the Landlord has granted or may
        hereafter grants, the rights of ingress to and egress from the Demised
        Premises through the Common Area and the right to use the Common Area
        for all proper purposes in connection with the permitted use of the
        Demised Premises (apart from the parking areas governed by Clause 6.7
        hereof) such rights only so far as is necessary for the permitted use
        of the Demised Premises and so far as the Landlord can lawfully grant.

        Reserving Nevertheless to the Landlord:-
        
        (1)  the right of free and uninterrupted passage and running of water,
             gas, sewage, electricity, air-conditioning services, telephone and
             other services or supplies from and to other parts of the Building
             in and through all pipes, sewers, ducts, cables, wires and any
             conduit which are now or at any time in through or under the
             Demised Premises;
        
        (2)  the rights of ingress to and egress from the Demised Premises
             which the Tenant is obliged to grant to the Landlord or for the
             Landlord to exercise any of the Landlord's rights under this
             Agreement.

6.15    LIMITATION OF LANDLORD'S OBLIGATIONS

        The obligations of the Landlord under this Agreement shall be subject
        to the express condition that the Landlord shall not be required to
        perform or do any act or thing if it is rendered reasonably or
        practically impossible by reason of any riot civil commotion strike
        lock-out Act of God or public enemy priority allocation rationing or
        the regulation or prohibition of the use of any material fuel hours of
        work or awards or by reason of any matter or thing beyond the control
        of the Landlord.

6.16    PUBLIC ADDRESS SYSTEM

        Notwithstanding anything herein contained the Landlord may but shall
        not be compelled to provide and install a public address system
        throughout the Common Area or any part hereof and may at its absolute
        discretion


<PAGE>

                                        - 25 -

                                           
        play relay or broadcast or permit any other person to play relay or
        broadcast recorded music or public announcements thereon.

6.1 7   TERMINATION OR ABATEMENT ON DAMAGE

6.17.1  If during the term the whole or any part of the Building shall be
        destroyed or damaged:-

         (a) so as to render the Demised Premises unfit for the use and
             occupation of the Tenant; and
         
         (b) such damage or destruction is not caused by any act or default of
             the Tenant or its servants agents sub-tenants customers invitees
             licensees, independent contractors or any person claiming through
             or under the Tenant; and

         (c) no policy or policies of insurance in relation to the Demised 
             Premises is vitiated, and no payment of insurance moneys is 
             refused in whole or in part, due to any act or default of the 
             Tenant or its servants agents sub-tenants customers invitees 
             licensees independent contractors or any person claiming 
             through or under the Tenant;
        
        then the Rents hereby reserved, or a proportionate part thereof
        according to the nature and extent of the damage or destruction, shall
        be suspended until the Building is repaired so that the Demised Premises
        shall be rendered fit for occupation and use SUBJECT HOWEVER to the
        remaining provisions of this Clause 6.17.

6.17.2  The provisions in Clause 6.17.1 are subject to the following
provisos:-

         (a) nothing in this Clause 6.17 shall be deemed to impose any 
             obligation on the Landlord to rebuild or reconstruct the Building
             and after the occurrence of such damage or destruction, the 
             Landlord may at any time and at its absolute discretion terminate 
             this Agreement immediately by written notice to the Tenant; and

         (b) if the Demised Premises shall remain unfit for occupation and use 
             for a period of more than 6 months from the date of the occurrence
             of such damage or destruction, the Tenant may terminate this 
             Agreement immediately by written notice to the Landlord.

6.17.3  Upon termination of this Agreement in accordance with Clause 6.17.2,
        the Tenant shall (if it is still in occupation) vacate the Demised
        Premises within seven (7) days from the date of the Landlord's written
        notice to the Tenant without compensation from the Landlord, but
        without


<PAGE>

                                        - 26 -

                                           
        prejudice to any accrued rights or remedies in respect of any
        antecedent breach of this Agreement.

6.17.4  In the event of any dispute arising out of this Clause 6.17 the same
        shall be referred to arbitration in accordance with and subject to the
        provisions of the Arbitration Act (Cap. 10 1985 Revised Edn.) or any
        statutory modification or reenactment thereof for the time being in
        force.


6.18    RIGHT TO DISTRAIN
        
        It is hereby expressly agreed that all moneys payable under this
        Agreement by the Tenant to the Landlord, including but not limited to
        the Rents (comprising the rent, hire charge and maintenance and service
        charge), increases in property tax payable by the Tenant, goods and
        services tax, interest payable on moneys which are due but unpaid and
        costs and expenses payable by the Tenant to the Landlord, shall be
        deemed to be rent recoverable in the manner provided in the Distress
        Act (Cap. 84).  For the purposes of the said Act and for the purposes
        of any right or remedy which the Landlord wishes to exercise or pursue,
        all such moneys shall be deemed to be rent in arrears if not paid at
        the times and in the manner as provided in this Agreement.  All costs
        and expenses (including all legal costs and charges on a solicitor and
        client and indemnity basis) incurred pursuant to, or in any way arising
        in relation to, any step taken by the Landlord in the exercise of its
        rights under the said Act, or pursuant to any other right or remedy
        available to the Landlord, shall be payable by the Tenant, and, insofar
        as such sums are not recovered under such distrain, they shall be
        recoverable as a debt from the Tenant to the Landlord.


7.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

        This Agreement shall be construed and governed by the laws of Singapore
        and the parties hereby irrevocably submit to the non-exclusive
        jurisdiction of the courts of Singapore.


<PAGE>

                                        - 27 -

                                           
                                      SCHEDULE A
                                           
                      CHATTELS AND FITTINGS IN DEMISED PREMISES

                                           
1.       Ceiling                  :    Suspended ceiling system comprising 
                                       acoustic white insulation tiles on
                                       semi-concealed aluminum tees and
                                       acoustic baffles between tenancy.

2.       Light Fittings           :    Flush light fittings and diffusers to a
                                       standard layout.

3.       Window Blinds            :    Standard vertical slat venetian
                                       blinds provided to all office windows.

4.       Partitioning             :    Dry wall gypsum board full height 
                                       partition with fibre glass infill
                                       complete with painting.


<PAGE>

                                        - 28 -
                                           

                                      SCHEDULE B
                                           

                        RULES AND REGULATIONS OF THE BUILDING

                                           
The Tenant covenants with the Landlord to observe and comply with the following
Rules and Regulations, as the same may be suspended, deleted, expanded or
otherwise amended and updated in any way from time to time and the Landlord
shall furnish the Tenant with a copy of the updated Rules and Regulations:-

1.    OBNOXIOUS OR INFLAMMABLE SUBSTANCES OR STORAGE OF GOODS

1.1   The Tenant shall not erect nor install any machinery which causes noise,
      fumes or vibration which can be heard, smelled or felt outside the
      Demised Premises.

1.2.  The Tenant shall not store in the Demised Premises any petrol or other
      inflammable, explosive or combustible substance.

2.    ILLEGAL OR IMMORAL PURPOSE

      The Tenant shall not use the Demised Premises for any noxious, noisy or
      offensive trade or business nor for gambling nor betting nor any illegal
      or immoral act or purpose.

3.    SALES, AUCTION, EXHIBITION OR PUBLIC MEETING

3.1   The Tenant shall not hold any sales by auction on the Demised Premises.

3.2   The Tenant shall not hold any exhibition, public meeting or public
      entertainment at the Demised Premises.

4.    MUSIC

      The Tenant shall not permit any vocal or instrumental music in the
      Demised Premises so that it can be heard outside the Demised Premises.

5.    PESTS AND LIVESTOCK

      The Tenant shall keep the Demised Premises free of pests, rodents,
      vermin and shall not permit livestock of any kind to be kept at the
      Demised Premises.

6.    ANNOYANCE OR NUISANCE

      The Tenant shall not do anything which may be or may become a nuisance,


<PAGE>

                                        - 29 -

                                           
      annoyance, disturbance, an inconvenience or may cause damage to the
      Landlord or any other tenants licensees or occupiers of the Building or
      to the owners tenants licensees and occupiers of adjoining and
      neighbouring properties or any persons lawfully in the Building or
      adjoining or neighbouring properties.

7.    INCENSE

      The Tenant shall not burn any incense or joss sticks or permit any
      unusual or offensive odours to be produced upon or to permeate from the
      Demised Premises.

8.    LOADING, USE OF LIFTS AND ELECTRICAL INSTALLATIONS

8.1   The Tenant shall not bring into the Building any machinery equipment
      goods or objects which, in the opinion of the Landlord, is likely to
      cause any structural or other damage to any part of the Building. Without
      limiting the foregoing, the Tenant shall not load any part of the Demised
      Premises or the Building with any machinery equipment or any goods or
      object with an imposed load in excess of 2.5 kN/m2 without the prior
      written consent, and according to the directions, of the Landlord.

8.2   Before any machinery safe or furniture is moved into or out of the
      Demised Premises due notice must be given to the Landlord or its managing
      agent by the Tenant and the moving of the same must be done under the
      supervision of a person nominated by the Landlord and at a time approved
      by the Landlord or its managing agent and at no other time.

8.3   The Tenant shall not overload the lifts pipes conduits electrical
      installations wirings and cables in or serving the Demised Premises and/or
      the Building.

8.4   The Tenant shall not without the prior written consent of the Landlord
      install or use any air-conditioning or cooling devices or any other
      electrical devices or equipment in the Demised Premises except those
      which are provided in the Building.  The Tenant shall not do nor omit to
      do anything which interferes with or which imposes an additional loading
      on any ventilation, air-conditioning or other plant or machinery serving
      or electrical supply to the Building.

8.5   Where air-conditioning is installed in or about the Demised Premises the
      Tenant will to the extent of the Tenant's control over the same at all
      times use and regulate the same to ensure that air-conditioning is
      employed to the best advantage in the conditions from time to time
      prevailing and so that it is in reasonable balance with conditions in the
      Common Area and shall at the Tenant's expense keep air-conditioning in
      good repair and condition (fair wear and tear and Act of God excepted)
      and regularly serviced by the local


<PAGE>

                                        - 30 -


      agents of air-conditioning at least once a calendar month.

9.    AVOIDANCE OF LANDLORD'S INSURANCE POLICIES

      The Tenant shall not do anything whereby any policy of insurance on
      including or in any way relating to the Demised Premises taken out by the
      Landlord may become void or voidable or whereby the rate of premium
      thereon or on the remainder of the Building may be increased.  The
      Landlord will on request of Tenant provide relevant details of the policy
      to enable Tenant to comply with the provisions of this paragraph.  The
      Tenant shall provide one or more efficient fire extinguishers of a type
      approved by the Landlord and to take such other precautions against fire
      as may be deemed necessary by the Landlord or its insurers.  The Tenant
      will from time to time as and when required by notice in writing from the
      Landlord pay all extra premiums of insurance of the Demised Premises and
      the contents thereof if any be required on account of extra risk caused
      by the use of the Demised Premises by the Tenant as approved by the
      Landlord.

10.   RESIDENTIAL PURPOSE

      The Tenant shall not allow any person to sleep in the Demised Premises
      nor to use the Demised Premises for residential purposes nor to cook at
      the Demised Premises.

11.   CLEANLINESS

11.1  The Tenant shall keep the Demised Premises and every part thereof clean
      and hygienic and all pipes, drains, basins, sinks and water-closets in
      the Demised Premises clean and unblocked.

11.2  The Tenant shall employ, to clean the Demised Premises, the cleaning
      contractor nominated by the Landlord to carry out the cleaning work for
      the Building provided that such employment shall be at the sole expense,
      risk and responsibility of the Tenant.  The Tenant may employ a cleaner
      other than that nominated by the Landlord with the prior written consent
      of the Landlord, which consent shall not be withheld unreasonably.

12.   WINDOWS, DOORS AND BUILDING EXTERIOR

12.1  The Tenant shall ensure that the decor and design of the exterior of the
      Demised Premises and the interior of the Demised Premises which is
      visible from the outside (including all blinds shades awnings window
      ventilators and other similar fittings and fixtures) shall conform to the
      reasonable requirements and standards of the Landlord as to design
      quality and appearance.  The Tenant shall not make any changes to such
      external and internal parts without the prior written consent of the
      Landlord.


<PAGE>

                                        - 31 -

                                           
12.2  The Tenant shall not use nor permit the use of the Demised Premises for
      the storage of goods except in connection with the Tenant's business at
      the Demised Premises.

12.3  The Tenant shall not display nor place nor permit nor suffer to be
      displayed nor placed in or against any part of the Demised Premises any
      cartons or boxes which may be visible from the exterior of the Building or
      any part thereof.  The Tenant shall not throw or permit to be thrown or
      to fall any articles or substances from the Demised Premises or Common
      Area and shall not place on any sill ledge or similar part of the Demised
      Premises or Common Area any articles or substances.

12.4  The Tenant shall keep the windows of the Demised Premises closed at all
      times and shall take such steps as may be necessary to prevent air
      leakages and excessive infiltration of air from outside the Building into
      the Demised Premises and shall not do any act or thing whereby the
      working of the air circulating plant in the Building shall be affected.

13.   SECURITY

13.1  The Tenant shall ensure that all doors of the Demised Premises are safely
      and properly locked and secured when the Demised Premises are not
      occupied and shall use its best endeavours to protect and keep the Demised
      Premises and any property contained therein from theft or robbery.  The
      Landlord reserves the right by its agent caretaker employees servants and
      workmen to enter and fasten the same if left insecurely fastened.

13.2  The Landlord will provide keys for locks on doors or other openings of the
      Demised Premises and the Tenant will return to the Landlord on the
      determination of the tenancy all such keys and shall not permit the same
      at any time to come into the possession or control of any person other
      than the Tenant its servants or agents.

14.   OBSTRUCTION

14.1  The Tenant shall not cover or obstruct or permit to be covered or
      obstructed in any manner (other than in compliance with paragraph 12)
      the windows, sky-lights or ventilating shafts or air inlets or outlets
      which reflect or admit light or enable air to flow into or out of the
      Demised Premises or any part of the Building.

14.2  The Tenant shall not in any way obstruct or permit the obstruction of any
      Common Area and in particular shall not permit any bicycles, motor cycles
      or scooters, trolleys and other vehicles for transportation to be parked
      nor permit the stocking or storage or littering of any goods or garbage
      in any Common Area (other than at the proper lots and areas designated by
      the


<PAGE>

                                        - 32 -

                                           
      Landlord for parking of vehicles and the loading and unloading of goods). 
      Without limiting or prejudice to the foregoing, the Tenant will keep
      clean and free from dirt and rubbish such parts of the Common Area in the
      immediate vicinity of the Demised Premises.

15.   USE OF CONVENIENCES

      The Tenant shall not throw, place or allow to fall or cause or permit to
      be thrown or placed in the lift shafts, water-closets or other
      conveniences in the Building any sweepings, rubbish, waste paper or other
      similar substances, and the Tenant shall on demand pay to the Landlord
      the costs of repairing any damage to such lift shafts, water-closets or
      other conveniences arising therefrom.

16.   USE OF LIFTS

16.1  The Tenant shall not place nor permit to be placed into the passenger
      lifts any baggage, furniture, parcels, sacks, bags, heavy articles or
      other goods or other merchandise save only such light articles as
      brief-cases, attached cases and handbags and to use only the service lift
      prescribed by the Landlord for the transportation of furniture, goods and
      other heavy equipment.

16.2  The Tenant shall not permit or allow the contractors, workmen or cleaners
      (with or without equipment and tools) engaged by the Tenant to use the
      passenger lifts of the Building and to ensure that they use only the
      service lifts prescribed by the Landlord.

17.   INFECTIOUS DISEASES

      In the event of any infectious illness set out in the Infectious Diseases
      Act, Cap 137, occurring at the Demised Premises to give notice thereof as
      soon as it becomes aware of it to the Landlord and the proper authorities
      and at its cost and expense to fumigate and disinfect the Demised
      Premises and to comply with the reasonable and lawful requirements in
      respect of the same.

18.   AERIALS, SIGNS AND ADVERTISEMENTS

18.1  The Tenant shall not erect display affix or exhibit on or to any part of
      the Demised Premises visible to the Common Area any signs lights flags
      advertisement notice pole mast wire radio or television aerial or antenna
      or any loudspeakers or similar devices at the Demised Premises without
      the prior written consent of Landlord, which consent may be given on such
      terms and conditions as the Landlord deems fit and provided always that
      the Tenant shall at its cost obtain all necessary approvals from the
      competent authorities.  Any consent given may at any time be withdrawn as
      the


<PAGE>

                                        - 33 -


      Landlord may determine having regard to the interest of the Building as
      a whole and/or the interest of other tenant's occupiers and persons
      lawfully therein.

18.2  The Landlord shall be entitled to determine the hours of illumination of
      signs in accordance with the Business Hours as from time to time
      prescribed by the Landlord.

19.   TEMPORARY PARKING AND LOADING BAYS

19.1  The Tenant shall not load or unload any goods or materials except at the
      loading and unloading bays or areas designated by the Landlord and so as
      not to cause congestion nor inconvenience to any other user.

19.2  The Tenant shall ensure that the Tenant's agents, employees, servants,
      licensees or permitted occupiers do not obstruct any areas designated for
      temporary parking only or as loading and unloading bays and at all times
      shall comply with the directions of the Landlord's employees or agents in
      respect of the use of such areas.

20.   FIRE AND ALARM SYSTEMS

20.1  The Tenant shall permit the duly authorised agents or employees of
      Landlord at anytime during Business Hours by prior appointment to service
      and maintain any fire or alarm systems of the Building.

20.2  The Tenant shall not install nor maintain any fire or security system at
      the Demised Premises without the prior written approval of the Landlord
      such approval not to be unreasonably withheld or which may interfere with
      any fire or alarm system installed or maintained by the Landlord for the
      Building.

20.3  No rubbish or waste shall at any time be burnt upon the Demised Premises
      or the Common Area or any part thereof.

21.   SOLICITING

      The Tenant shall not solicit business, display or distribute advertising
      material in the carparks or any Common Areas or use the same for
      business or commercial purposes except in such manner and under such
      conditions as may be approved from time to time by the Landlord.

22.   NOTICE OF DEFECTS

      The Tenant shall give notice in writing to the Landlord as soon as it
      becomes aware of it of the occurrence of any damage or want of repair at
      or to the Demised Premises and of any damage or want of repair to the
      water pipes


<PAGE>

                                        - 34 -

                                           
      electrical wiring air-conditioning ducts fittings or fixtures at the
      Demised Premises and of any circumstances which are or are likely to be
      hazardous to or jeopardise the safety of any person or property.

23.   NOTICE OF ADDRESS

      The Tenant shall advise the Landlord or its managing agent of the private
      address of the Tenant or if the Tenant shall be a corporation, of the
      manager thereof, or if there shall be more than one tenant of any two of
      them.  The Landlord or its managing agent shall be promptly informed of
      any change in any such address.

24.   RESTRICTION OF USE OF NAME OF BUILDING

      The Tenant shall not without the Landlord's prior written consent use the
      name of the Building or any picture or likeness of the Building or the
      Demised Premises in his or its registered or trading name or for any
      advertising or purpose other than as the address and place of business of
      the Tenant Provided That the Tenant shall be entitled to incorporate
      references to and illustrations and sketches of the Building in any
      dockets, vouchers, catalogues, advertisement or sales promotion material
      relating to the business carried on by it in the Building.  If the
      Tenant's registered or trading name shall include the name or title of
      the Building the Tenant will upon the expiration or sooner determination
      of the term hereby created lodge with the Registrar of Business Notice of
      Cessation of the use of its name if registered under the Business
      Registration Act 1973 or if the Tenant is a company and the name of the
      company includes the said name or title take all steps necessary to
      remove such name or title from the name of the company.

25.   CONTROL OF ACCESS

      The Landlord will be entitled to close the Building and the Common Area
      or any part thereof and to prevent and prohibit any person (including the
      Tenant) from entering or remaining thereon between the hours of midnight
      and 6 a.m. inclusive.  Without affecting the generality of the preceding
      provision of this rule the Landlord may close lock-off or otherwise
      control the Common Area of any part thereof from time to time and may
      take all such actions as the Landlord may deem necessary for the purposes
      aforesaid and in particular may prohibit the use of the parking areas in
      the Building prior to the hour of 9 a.m. or such earlier hour as the
      Landlord may from time to time determine to prevent unauthorised persons
      not intending to conduct business with or become customers of any of the
      occupants of the Building from using the parking areas of the Building
      for any private or other purpose.  Notwithstanding anything herein
      contained, the Landlord shall have the right at all times to refuse or
      control access to the Building or any


<PAGE>

                                        - 35 -

                                           
      part thereof to any person whose presence would or might, in the
      Landlord's opinion, be prejudicial to the safety, character or interest
      of the Building or the Landlord or any tenant occupier or other person.

26.   CONDUCT OF BUSINESS

      Notwithstanding anything hereinbefore contained the Demised Premises
      shall not be or remain open for business at or during any time or times
      prohibited by law for that class of premises or the business carried on
      therein.


<PAGE>

                                        - 36 -

                                       ANNEXURE

                                           
                               PLAN OF DEMISED PREMISES



<PAGE>

                                        -37 -
                                           

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


SIGNED by the duly authorised        ) FOR UOL PROPERTY INVESTMENTS PTE LTD
signatory of the Landlord            ) /s/ 
in the presence of:-                 ) ----------------------------------------

    /s/ Wellington Foo Thiam Fong

    Wellington Foo Thiam Fong
    COMPANY SECRETARY



SIGNED by the duly authorised        )
signatory of the Tenant              )
in the presence of:-                 )      /s/ 

                                                      
                                            Name: Chan Meng Yook Christine
                                            NRIC No: S1238658C
                                            Position: Director
         Shum Sze-Ling
    Advocate & Solicitor
           Singapore