EXHIBIT
      10.33

     

    Contract
      No.: (2005) Guan Chang Zi No. 012

    


    Factory
      Lease Agreement

    


    Party
      A (Lessor): Shenzhen Wanyinglong Investment Co., Ltd.

    Party
      B (Lessee): Winner Industries (Shenzhen) Co., Ltd.

    


    Party
      A
      and Party B have reached the following agreement concerning the lease of the
      factory in Silicon Valley Power & Automobile Electronic Pioneer Park through
      friendly negotiation:

    


    
      	I.	
              Location
                of Factory 

            


    

    
      	1.	
              Party
                A agrees to lease the factory (“Factory”) located at ground floor,
                Building A6, Silicon Valley Power & Automobile Electronic Pioneer Park
                (“Industrial Park”), Zhangqi Road, Guanlan, Bao’an to Party B for
                production and management purpose.

            


    

    


    
      	II.	
              Area
                of Factory

            


    

    
      	2.	
              The
                constructed area of the Factory is 1588 square
                meters.

            


    

    


    
      	III.	
              Lease
                Term and Delivery Day

            


    

    
      	3.	
              The
                lease term is from July 9th
                2005 to July 8th
                2008.

            


    

    


    
      	4.	
              The
                delivery date for the Factory is July 9th
                2005.

            


    

    


    
      	IV.	
              Rental
                and Increase Rate

            


    

    
      	5.	
              The
                rental is calculated according to the constructed area and is collectable
                from July 29th
                2005.

            


    

    


    
      	6.	
              Rental
                and Increase Rate

            


    

    
      	
            	6.1	
              The
                rental is RMB 16 yuan/m2
                per month. The total rental is RMB 25,408 yuan per month. Party B
                shall
                pay the rental for the first month upon signing this Agreement.
                

            


    

    
      	
            	6.2	
              The
                monthly rental will be increased by 5% per year from July 9th
                2006.

            


    

    
      	
            	6.3	
              The
                rental shall be paid monthly before the 5th
                day of each month.

            


    

    


    
      	V.	
              Deposit

            


    

    
      	7.	
              Party
                B shall pay the deposit equivalent to rental for two months which
                is RMB
                50,816 yuan and deposit for electricity and water fee which is RMB
                20,000
                yuan upon signing this Agreement. The deposit will be returned to
                Party A
                upon termination of this Agreement without
                interest.

            


    

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    
      	VI.	
              Realty
                Management and Realty Management Services
                Fee

            


    

    
      	8.	
              The
                Factory will be managed by Party A or the realty management company
                appointed by Party A. Party B shall pay the realty management services
                fee
                at RMB 1.5 yuan/m2
                per month. The realty service covers: maintenance and repair of the
                property and facilities, cleaning, fire prevention, garbage collection,
                security etc.

            


    

    


    
      	9.	
              Party
                B shall pay the service fee for two months which is RMB 4,764 yuan
                as
                service fee deposit and the service fee for the first month of RMB
                2,382
                yuan. The service fee deposit will be returned to Party B upon termination
                of this Agreement without interest.

            


    

    


    
      	10.	
              The
                service fee shall be paid by Party B monthly at the 5th
                day of each month, together with the rental, electricity and water
                fee
                etc.

            


    

    


    
      	VII.	
              Other
                Fees

            


    

    
      	11.	
              Party
                B shall pay the electricity and water fee in
                time.

            


    

    


    
      	12.	
              Party
                B shall bear the cost for decoration of the Factory, including the
                connection and use fee for electricity, water, fire prevention facility,
                communication, elevator, air conditioning, sewage etc.
                

            


    

    


    
      	13.	
              Party
                B shall pay the electricity and water fee in accordance with the
                municipal
                standard. 

            


    

    


    
      	VIII.	
              Delivery
                of Factory

            


    

    
      	14.	
              Party
                A shall connect the Factory with the 200 KVA transformer, water and
                fire
                prevention facility. Party B shall be responsible for the internal
                electricity, water, fire prevention facility, communication, elevator,
                air
                conditioning, sewage of the Factory.


            


    

    


    
      	15.	
              The
                rental-free decoration period is 20 days from July 9th
                2005 to July 28th
                2005.

            


    

    


    
      	16.	
              Party
                B shall pay the realty management service fee, electricity and water
                fee
                for the rental-free decoration
                period.

            


    

    


    
      	17.	
              Party
                B shall submit the blueprint and other materials for the decoration
                to
                Party A 5 days before the decoration work. The written approval by
                Party A
                and necessary authorities shall be obtained for the
                decoration.

            


    

    


    
      	18.	
              The
                written approval by Party A and the realty management company shall
                be
                obtained for the decoration affecting the outside billboard or the
                connection port of the electricity, water and other facilities of
                the
                Factory. 

            


    

    


    
      	19.	
              Party
                A, the realty management company and necessary authority shall examine
                the
                decoration for acceptance after completion of the decoration work.
                

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	IX.	
              Rights
                and Obligations of Party A

            


    

    
      	20.	
              Party
                A shall deliver the Factory to Party B in accordance with this Agreement
                and shall be responsible for the maintenance of the main structure
                of the
                Factory.

            


    

    


    
      	21.	
              Party
                A is entitled to rename the Industrial Park at any time without any
                compensation to Party B but Party A shall inform Party B in
                advance.

            


    

    


    
      	22.	
              Party
                A or the realty management company is in charge of the administration
                of
                the Industrial Park.

            


    

    


    
      	23.	
              Party
                A or the realty management company is entitled to enter into the
                Factory
                to supervise the use of the Factory by Party B provided prior written
                notification is served and no hindrance is caused to the normal operation
                of Party B.

            


    

    


    
      	24.	
              Party
                A is entitled to introduce other potential lessee to inspect the
                Factory
                within 3 months before the expiry of the lease provided prior notification
                is served. 

            


    

    


    
      	25.	
              Party
                A shall handle the complaint by Party B concerning the realty
                services.

            


    

    


    
      	26.	
              Party
                A shall not interfere with the normal and lawful operation by Party
                B.

            


    

    


    
      	27.	
              Party
                A is entitled to add new pipe or other facilities to the Factory
                provided
                a 7 day prior notification is served. In case that such newly-added
                facility has negative impact on Party B, Party B’s consent shall be
                obtained.

            


    

    


    
      	28.	
              In
                case of transfer of ownership of the Factory, Party A shall notify
                Party B
                in advance. Party A shall be responsible for any negative impact
                on Party
                B due to such transfer. 

            


    

    


    
      	X.	
              Rights
                and Obligations of Party B

            


    

    
      	29.	
              Party
                B has the full right to use the Factory in accordance with this Agreement,
                Realty Management Service Agreement and Rules of the Industrial
                Park.

            


    

    


    
      	30.	
              Party
                B shall pay special attention to fire prevention work and shall bear
                the
                relevant responsibility for
                negligence.

            


    

    


    
      	31.	
              Party
                B shall use the Factory and accessory facilities properly and shall
                repair
                any damage caused by improper use.

            


    

    


    
      	32.	
              Party
                B shall not open its own refectory in the Industrial Park. Party
                B may use
                the refectory service provided by Party A or other company appointed
                by
                Party A.

            


    

    


    
      	33.	
              The
                industrial waste shall be collected / purchased by the company appointed
                by Party A.

            


    

    


    
      	34.	
              Party
                B shall apply in writing for renew of the lease 3 months before the
                expiry
                of the lease term. Party A shall give written response to Party B’s
                application within 15 days. The new lease agreement shall be signed
                within
                2 months before the expiry of this Agreement.


            


    

    


    
      	35.	
              Party
                B shall not transfer, donate, sublease or mortgage the use right
                of the
                Factory without the written approval by Party A otherwise Party A
                is
                entitled to terminate this Agreement or double the
                rental.

            


    

    


    
      	36.	
              Party
                B shall not store the hazardous materials in the
                Factory.

            


    

    


    
      	37.	
              Party
                B shall purchase the insurance for the property within the Factory
                at its
                own cost.

            


    

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	XI.	
              Responsibilities
                of Party A

            


    

    
      	38.	
              Party
                A undertakes it has ownership of and the right to lease the Factory
                and
                deliver the Factory in time.

            


    

    


    
      	39.	
              Party
                A shall repair any damage to the main structure of the Factory due
                to
                natural reasons or Party A’s fault. If Party B is forced to cease its
                operation during the repair period, Party A shall not charge the
                rental
                and property service fee.

            


    

    


    
      	40.	
              Party
                A shall assist Party B in obtaining all necessary license and permit.
                

            


    

    


    
      	41.	
              Party
                B has the priority to lease the Factory upon expiry of lease term
                under
                the same conditions.

            


    

    


    
      	XII.	
              Responsibilities
                of Party B

            


    

    
      	42.	
              Party
                B shall provide Party A with all lawful materials for its production
                and
                operation upon signing of this Agreement. Party B shall obtain all
                other
                necessary documentations concerning the fire prevention, environment
                protection and sanitary requirement within 1 year.
                

            


    

    


    
      	43.	
              All
                disputes arising from the business of Party B shall be settled by
                Party B.
                Party B shall not mortgage or pledge the
                Factory.

            


    

    


    
      	44.	
              Party
                B shall be responsible for the decoration to the Factory at its own
                cost
                and shall be responsible for the relevant fire prevention and environment
                protection issues.

            


    

    


    
      	45.	
              Party
                B shall report any damages to the Factory and its facilities to the
                realty
                management company and Party A. Party B shall be responsible for
                any loss
                due to improper repair or usage or delay in report.
                

            


    

    


    
      	46.	
              Party
                B may lease the dormitory from Party A according to its own need.
                The
                expiry date of the lease of the dormitory shall be the same of the
                expiry
                date of the lease under this
                Agreement.

            


    

    


    
      	XIII.	
              Breach
                of Contract

            


    

    
      	47.	
              In
                case of termination of this Agreement by Party A in accordance with
                Article 55, Party B shall be liable for breach of contract and shall
                pay
                the compensation equivalent to the deposit and compensate for all
                other
                losses of Party A. All decorations shall belong to Party A under
                such
                circumstances.

            


    

    


    
      	48.	
              Party
                B shall pay a late fee equivalent to 0.5% of the overdue rental or
                other
                payables each day. 

            


    

    


    
      	49.	
              In
                case of breach of contract by Party B, Party A may authorize the
                realty
                management company to impose punishments upon Party B such as demand
                to
                correct its action, claim for compensation etc. In case that Party
                B fails
                to pay the rental until 15th
                day of the month, Party A is entitled to cut out all services such
                as
                electricity and water etc. 

            


    

    


    
      	50.	
              In
                case that Party B intends to terminate this Agreement before expiry
                and
                fails to give 3-month prior notification to Party A, the deposit
                will not
                be returned.

            


    

    


    
      	XIV.	
              Force
                Majeure

            


    

    
      	51.	
              In
                case that the Factory cannot be delivered to Party B due to force
                majeure,
                the delivery day will be postponed accordingly. In case of damage
                or loss
                of the Factory due to force majeure, each Party shall be responsible
                for
                its own loss and this Agreement will not be extended.
                

            


    

    


    
      	XV.	
              Amendment
                and Termination

            


    

    
      	52.	
              Any
                amendment, supplement or revise to this Agreement shall be agreed
                by both
                Parties in writing.

            


    

    


    
      	53.	
              This
                Agreement may be terminated by both Parties. In case of damage or
                loss of
                the Factory which cannot be used for over 6 months due to force majeure,
                any Party is entitled to terminate this Agreement. Party A shall
                return
                the deposit (free of interest) to Party B and neither Party shall
                pay any
                compensation under such circumstance.


            


    

    


    
      	54.	
              This
                Agreement may be terminated through friendly consultation by both
                Parties
                provided a 3-month prior written notification shall be served to
                the other
                Party.

            


    

     

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      	55.	
              Party
                A is entitled to terminate this Agreement in case
                that:

            


    

    
      	
            	55.1	
              Party
                B fails to accept the Factory upon
                delivery;

            


    

    
      	
            	55.2	
              Party
                B fails to pay the deposit upon
                delivery;

            


    

    
      	
            	55.3	
              Party
                B moves out of the Factory without proper
                procedures;

            


    

    
      	
            	55.4	
              Party
                B transfers, donates, subleases or mortgages the usage right of the
                Factory without the written approval by Party
                A;

            


    

    
      	
            	55.5	
              Party
                B violates the Property Management Rules, fire prevention rules or
                national laws and regulations and refuses to
                correct.

            


    

    
      	
            	55.6	
              Party
                B delays the payment of rental and fails to pay the rental within
                the
                period specified by Party A, or fails to pay the rental and other
                fees
                until 15th
                day of the month.

            


    

    
      	
            	55.7	
              Party
                B stores hazardous materials in the
                Factory;

            


    

    
      	
            	55.8	
              Party
                B damages the main structure of the
                Factory.

            


    

    


    Party
      A
      shall give one month prior notification to Party B in case of termination of
      this Agreement in accordance with this clause.

    


    
      	56.	
              Party
                B is entitled to terminate this Agreement in case
                that:

            


    

    
      	
            	56.1	
              Party
                A fails to deliver the Factory 3 months after the agreed delivery
                date
                without justifiable reasons.

            


    

    
      	
            	56.2	
              The
                Factory cannot be used for over 3 months due to damages caused by
                natural
                reasons or Party A’s fault and Party A refuses to
                repair.

            


    

    


    Party
      B
      shall give one month prior notification to Party A in case of termination of
      this Agreement in accordance with this clause.

    


    
      	57.	
              Both
                Parties shall sign the written agreement to terminate this Agreement,
                or
                the Party intends to terminate this Agreement unilaterally shall
                notify
                the other Party in writing.

            


    

    


    
      	XVI.	
              Termination

            


    

    
      	58.	
              This
                Agreement shall be terminated once the lease term expires or it is
                terminated by the Party.

            


    

    


    
      	59.	
              Party
                B shall clean the Factory and ask Party A to examine and accept the
                Factory upon the termination of this Agreement.


            


    

    


    
      	60.	
              Party
                A may dispose of the property of Party B which is left in the Factory
                after termination of the lease term if Party B fails to move out
                of the
                Factory in time.

            


    

    


    
      	XVII.	
              Dispute
                Settlement

            


    

    
      	61.	
              Any
                dispute arising from this Agreement shall be submitted to Shenzhen
                Arbitration Commission for arbitration. The arbitration award is
                final.

            


    

    


    
      	XVIII.	
              Notification

            


    

    
      	62.	
              Notification
                under this Agreement shall be done in
                writing.

            


    

    


    
      	63.	
              Any
                change of address shall be notified to the other Party within 10
                days.

            


    

    


    
      	64.	
              The
                notification sent by Party A to Party B can also be carried out by
                means
                of notice put up at the place of Factory.


            


    

    


    
      	XIX.	
              Miscellaneous

            


    

    
      	65.	
              Both
                Parties shall not disclose this Agreement to the
                public.

            


    

    


    
      	66.	
              The
                justifiable reasons for delay in delivery of Factory by Party A include
                force majeure, delay in provision of accessory equipments, governmental
                act etc.

            


    

    


    
      	67.	
              The
                attachments and supplementary agreements are integral parts to this
                Agreement.

            


    

    


    
      	68.	
              This
                Agreement becomes effective once it is signed by both Parties. This
                Agreement has 2 originals and each Party shall retain 1
                original.

            


    

    


     

    Party
      A (official seal): Shenzhen Wanyinglong Investment Co.,
      Ltd.

    Legal
      Representative (Authorized Representative): Xiaolu Liang

    July
      8th
      2005

     

    Party
      B (official seal): Winner Industries (Shenzhen) Co., Ltd.

    Legal
      Representative (Authorized Representative): Jiagan Chen

    
      	 	 	 	 
	 	 	 	 
	
              -5-