<PAGE>

                                 OFFICE PREMISES

                        DATED THE 10TH DAY OF MARCH 2000



                         WIDE HARVEST INVESTMENT LIMITED


                                       and


                        EQUITY MARKETING HONG KONG, LTD.



                *************************************************

                                TENANCY AGREEMENT

                                       of

              Suite Nos. 1,2,3 and 4 on the 18th Floor of Tower 6,
                   China Hong Kong City, China Ferry Terminal,
                              Canton Road, Kowloon.

                *************************************************




                                BAKER & McKENZIE
                                   Solicitors
                              1401 Hutchison House
                                    Hong Kong



<PAGE>

                  AN AGREEMENT     made the 10th day of March
                                   Two thousand

Parties           BETWEEN WIDE HARVEST INVESTMENT LTD whose registered office is
                  situate at 11th-12th Floor, Tsim Sha Tsui Centre, Salisbury
                  Road, Kowloon, Hong Kong (hereinafter called "the Landlord
                  which expression shall include its successors and assigns") of
                  the one part and the person, firm or company set out in Part I
                  of the First Schedule hereto (hereinafter called "the Tenant")
                  of the other part

                  WHEREBY IT IS AGREED as follows :-

Premises          1.       In consideration of the rent (hereinafter referred to
                  as "the said rent") mentioned and of the terms by the Tenant
                  hereinafter contained the Landlord hereby lets and the Tenant
                  hereby takes ALL THAT Portion of the building as set out in
                  Part II of the First Schedule hereto forming part of the
                  Office Towers of CHINA HONG KONG CITY, CHINA FERRY TERMINAL
                  Canton Road, Kowloon, Hong Kong (hereinafter referred to as
                  "the said building") (which said Portion for the purpose of
                  identification only is delineated and described on the Plan
                  hereto annexed and thereon coloured Pink and marked "P")
                  (hereinafter called "the said premises") standing on ALL THAT
                  piece or parcel of ground registered in the Land Registry as
                  KOWLOON INLAND LOT NO. 10743 TOGETHER with the use and
                  enjoyment in common with the Landlord and/the other persons
                  entitled thereto of the entrances, staircases, landings,
                  lavatories, corridors and passages in the said building
                  insofar as the same are necessary for the proper use and
                  enjoyment of the said premises AND TOGETHER with the use in
                  common with others having the like right of the lifts
                  escalators and central air-conditioning services serving the
                  said premises whenever the same shall be operating for the
                  term defined in Part III of the First Schedule hereto ("the
                  said term") YIELDING AND PAYING therefor throughout the term
                  such rent and other charges as are from time to time payable
                  in advance and in accordance with the Provisions set out in
                  the Second Schedule and subject to the Tenant's use,
                  occupation and enjoyment of the said premises only for the
                  purposes set out in Part IV of the First Schedule hereto and
                  not for any other purposes whatsoever.

Rental deposit    2.       The Tenant shall on the signing hereof deposit with
                  the Landlord the sum specified in Part V of the First Schedule
                  hereto (adjusted where necessary in the manner hereinafter
                  provided) and security for the due payment of the said rent,
                  surcharge and the due observance and performance of the terms
                  conditions and stipulations herein contained and on the part
                  of the Tenant to be observed and performed and the said
                  deposit shall be retained by the Landlord throughout the said
                  term free of any interest to the Tenant with power for the
                  Landlord without prejudice to any other right or remedy
                  hereunder to deduct therefrom the amount of any rent,
                  surcharge or other payments that fall due under this Agreement
                  and subject as aforesaid the same or the balance thereof after
                  satisfaction of the amount of any costs, expenses, loss or
                  damage sustained by the Landlord as a result of any
                  non-observance or non-performance by the Tenant of


                                      -1-
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                  any such agreement stipulation or condition shall be returned
                  to the Tenant without compensation or interest within 45 days
                  after the Tenant shall have delivered up vacant possession of
                  the said premises pursuant to Clause 5(j) hereof PROVIDED that
                  any sum already paid by way of part payment on account of the
                  deposit shall be automatically transferred as part payment of
                  the monies payable under this Clause and only the balance
                  shall then be payable at the time stipulated herein but
                  without prejudice to the Landlord's rights to claim any
                  further damages which the Landlord has sustained or may
                  sustain.

                  3.       The Tenant to the intent that the obligations
                  hereunder shall continue throughout the said term of tenancy
                  hereby agrees with the Landlord as follows : -

Rent and                   (a)      (i)      To pay the said rent and surcharge
surcharge                                    on the days in manner aforesaid
                                             without  any deduction or set-off.

Computation of                      (ii)     If the day on which the rent,
time of payment                              surcharge or other payments falls
                                             due under this Agreement is a
                                             public holiday, the relevant
                                             payment of said rent, surcharge or
                                             otherwise shall be due and payable
                                             on the preceding business day.

                                    (iii)    The Landlord is not obliged to
                                             accept payment of amounts payable
                                             hereunder in any form other than
                                             banknotes and if payment is made by
                                             the Tenant by cheque, such cheque
                                             must reach the office of the
                                             Landlord before 3:30 o'clock in the
                                             afternoon if such payment is made
                                             on any weekday except Saturday, and
                                             before 12 noon if such payment is
                                             made on a Saturday otherwise the
                                             payment shall be deemed to have
                                             been paid by the Tenant on the
                                             following business day and the
                                             Tenant shall be deemed to have
                                             defaulted in making due payment.
                                             For the avoidance of doubt,
                                             business day means a day on which
                                             banks are ordinarily open for
                                             business in Hong Kong.

Adjustment of                       (iv)     If at any time during the said term
charges                                      the operating cost relative to the
                                             supply of the said air-conditioning
                                             and/or the costs and expenses of
                                             management of the said building
                                             shall have risen over costs
                                             prevailing at the commencement of
                                             the said term the Landlord shall be
                                             entitled to serve one month's
                                             notice in writing upon the Tenant
                                             to increase the said surcharges or
                                             any of them by appropriate
                                             amount(s) and thereafter such
                                             increased charges shall prevail.
                                             Further increase shall be made in
                                             the same manner in the event of
                                             costs rising after an earlier
                                             notice of increase shall have
                                             become operative. The Landlord's
                                             assessments of the appropriate
                                             increase shall be conclusive and
                                             binding on the Tenant.


                                      -2-
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Additional air-                     (v)      If the Tenant shall require
conditioning                                 air-conditioning outside the hours
charges                                      set out in Clause 4(c) hereof, the
                                             same can normally be provided on
                                             not less than 48 hours notice in
                                             writing stipulating at what time
                                             the Tenant shall require additional
                                             air-conditioning the Landlord at
                                             such adjusted rates as may be
                                             charged by the Landlord from time
                                             to time.

                                    (vi)     Should the surcharge be increased
                                             in accordance with the provisions
                                             of Clause 3(a)(iv) of this
                                             Agreement or should there be any
                                             other increase in the rent during
                                             the term, the Tenant shall upon
                                             such increase becoming applicable
                                             pay to the Landlord by way of an
                                             increase in the said deposit a sum
                                             proportional thereto in order to
                                             restore the ratio of deposit to the
                                             rent plus the surcharge to that
                                             previously subsisting and the
                                             payment of such increase should be
                                             a condition precedent to the
                                             continuation of this tenancy.

Rates                      (b)      (i)      To pay and discharge punctually
                                             during the said term all rates,
                                             Government rent, (if any) taxes,
                                             assessments, duties, , charges
                                             impositions and outgoings of an
                                             annual or recurring nature
                                             whatsoever now or hereafter to be
                                             assessed imposed or charged on the
                                             said premises or upon the owner or
                                             occupier in respect thereof by the
                                             Government of the Hong Kong Special
                                             Administrative Region or other
                                             lawful authority (Property Tax only
                                             excepted).

                                    (ii)     In the event that an assessment to
                                             rates in respect of the said
                                             premises shall be raised directly
                                             upon the Landlord the Landlord
                                             shall during the month immediately
                                             preceding any quarter in respect of
                                             which such rates may fall due be at
                                             liberty to debit the Tenant with
                                             the amount thereof and the same
                                             shall forthwith be paid by the
                                             Tenant to the Landlord whereupon
                                             the Landlord shall account for the
                                             same to the Government of the Hong
                                             Kong Special Administrative Region

                                    (iii)    In the event that no valuation of
                                             the said premises shall have been
                                             made in accordance with the Rating
                                             Ordinance (Cap.116) or any
                                             statutory amendment or modification
                                             thereof for the time being in force
                                             the Landlord shall be at liberty
                                             and entitled to make an interim
                                             valuation equivalent to 7.5% of the
                                             annual rents of the said premises
                                             and to debit the Tenant with the
                                             amount which would be payable upon
                                             such interim valuation and the same
                                             shall forthwith be paid by the
                                             Tenant to the Landlord and any
                                             over-payment or


                                      -3-
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                                             under-payment by the Tenant on
                                             such interim valuation shall be
                                             adjusted when a valuation under the
                                             Rating Ordinance shall have been
                                             made known.

                                    (iv)     The Landlord shall be entitled to
                                             treat non-payment of any amount
                                             debited to the Tenant in accordance
                                             with the foregoing provisions of
                                             this Clause or any part thereof in
                                             all respects as non-payment of the
                                             said rent under this Agreement.

Water, gas and             (c)      To pay and discharge punctually during the
electricity charges                 said term all charges (including all
                                    necessary deposits) in respect of water,
                                    gas, electric light, power and telephones as
                                    may be shown by the separated meter or
                                    meters installed upon the said premises or
                                    by accounts rendered to the Tenant.

Cleaning charges           (d)      To keep the said premises in clean and
                                    sanitary condition and to employ cleaning
                                    contractors for the said premises which
                                    cleaning contractors shall be only such
                                    persons or such firm as may be nominated by
                                    the Landlord. Such cleaning contractors
                                    shall be employed at the sole expense of the
                                    Tenant and at the rate agreed by the
                                    Landlord with the contractors and on such
                                    terms and conditions which shall have been
                                    previously approved by the Landlord, all
                                    such payments to be made by the Tenant to
                                    such contractors direct. In case the Tenant
                                    shall have for disposal wet garbage or any
                                    garbage of a perishable nature including but
                                    not limited to food or food remains, the
                                    Tenant shall use plastic bags of such
                                    standards, size and thickness as shall be
                                    prescribed by the Landlord for the removal
                                    or disposal of such garbage and shall direct
                                    and procure cleaning contractors appointed
                                    as aforesaid to use such plastic bags for
                                    such purposes at the sole costs of the
                                    Tenant.

Interior Fitting           (e)      To fit out the interior of the said premises
out                                 in accordance with the drawings approved by
                                    the Landlord. The Tenant will not cause or
                                    permit to be made any variation to the
                                    interior design or layout of the said
                                    premises without the prior written approval
                                    of the Landlord first having been obtained.

Fitting up                 (f)      To fit up the said premises in a style and
                                    manner appropriate to a first class office
                                    building and so to maintain the same
                                    throughout the said term in good condition
                                    and repair to the satisfaction of the
                                    Landlord.

Decoration works           (g)      To construct at the Tenant's own expense
by the Tenant                       within the said premises or furnish items to
                                    the said premises as follows:-


                                      -4-
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                                    (i)      (a)   A ceiling of non-combustible
                                                   material and electrical light
                                                   fittings. In case of
                                                   extension or relocation of
                                                   the sprinkler heads and/or
                                                   the smoke detectors and
                                                   other fire services equipment
                                                   installed by the Landlord is
                                                   needed, the cost of such work
                                                   will be paid by the Tenant.

                                              (b)  Vertical window blinds,
                                                   tracks and fittings and
                                                  Tenant's expenses.

                                    (ii)     Paint and decorate the interior of
                                             the said premises.

                                    (iii)    Furnish and install floor fill and
                                             floor finishes. PVC tiles shall not
                                             be used unless approved by the
                                             Landlord.

                                    (iv)     With the relevant plan showing all
                                             the details including but not
                                             limiting to the gauge of wire, etc.
                                             duly approved in writing in advance
                                             by the Landlord, complete all
                                             internal electrical and mechanical
                                             installations (heating,
                                             ventilation, air-conditioning,
                                             plumbing, drainage and fire
                                             services) of workmanships and
                                             materials of a standard to the
                                             approval of the Landlord.

                                    (v)      Furnish and install or arrange for
                                             the installation of telephones as
                                             well as other Tenant's requirements
                                             within the said premises together
                                             with such meters as are necessary
                                             to measure the Tenant's consumption
                                             thereof.

                                    (vi)     Install, support and connect all
                                             lighting fixtures, including lamps,
                                             switches and wiring, save that in
                                             the case of support involving
                                             cutting into structure prior
                                             written approval of the Landlord
                                             will be required.

                                    (vii)    Install such fire extinguishers or
                                             other means of fire-fighting
                                             equipment inside the said premises
                                             as may be required from time to
                                             time by all relevant Ordinances and
                                             regulations of the Government of
                                             the Hong Kong Special
                                             Administrative Region.

Telephone System           (h)      To install at the Tenant's own expense empty
                                    conduits for telephone service to the said
                                    premises. Telephone service to the premises
                                    shall only be installed by the Hong Kong
                                    Telephone Company Limited and the Tenant
                                    shall leave pull wire in all conduits and
                                    pay to the Landlord the expenses incurred in
                                    the installation of telephone jacks and
                                    conduits to the said premises.


                                      -5-
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Electrical Testing         (i)      To test all circuits for shorts and ground
                                    and to balance loads on all panels.

Pass for Service           (j)      The Tenant agrees that permanent utility
                                    lines may pass through the ceiling cavity of
                                    the said premises to service other premises
                                    and areas in the said building.

Building Service           (k)      To employ at the Tenant's expenses only such
& Builder's Work                    contractors as may be nominated by the
                                    Landlord from time to time for the purpose
                                    of designing and carrying out and installing
                                    all the necessary building services and
                                    builder's work as hereinafter defined in the
                                    said premises in manner as prescribed by the
                                    Landlord or its nominated contractors and in
                                    particular to pay the Landlord vetting fees
                                    consultancy fees and relating charges at the
                                    pre-determined scales as set out by the
                                    Landlord. For the purpose of this
                                    sub-clause, subject to
                                    amendments/alterations from time to time and
                                    to such extent as the Landlord shall in its
                                    discretion deem appropriate or necessary.

                                    (a)      The expression "building services"
                                             shall mean all mechanical and
                                             electrical engineering work and
                                             arrangement related to the said
                                             premises including but not confined
                                             to electrical air-conditioning,
                                             plumbing, building automation and
                                             fire fighting installation.

                                    (b)      The expression "Builders' work"
                                             shall mean all renovation work not
                                             specified under "building service"
                                             including but not confined to light
                                             track, light trough and graphic
                                             panel.

Submission of              (1)      (i)      All specification, prints, copies
Information                                  and drawing information or
                                             materials are to be furnished by
                                             the Tenant as required by the
                                             Landlord and shall be delivered to
                                             the Landlord's office.

                                    (ii)     Prior to the commencement of
                                             construction of Tenant's work, the
                                             Tenant shall furnish the Landlord
                                             with the following information and
                                             items:-

                                             (1)      The name and address of
                                                      the appointed design/agent
                                                      for the said premises.

                                             (2)      The name(s) and
                                                      address(es) of the
                                                      general contractor(s) the
                                                      Tenant intends to engage
                                                      in the construction of
                                                      Tenant's work

                                             (3)      The name and address of
                                                      the Tenant's authorized
                                                      agent/representative, if
                                                      any.


                                      -6-
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                                             (4)      The actual commencement
                                                      date of interior
                                                      decoration and the
                                                      estimated date of
                                                      completion of decoration
                                                      work, fixturing work,
                                                      and date of projected
                                                      opening.

                                    (iii)    The Tenant when notified by the
                                             Landlord has to submit office
                                             layout drawing within 2 weeks to
                                             the Landlord for its approval.

                                    (iv)     For the nominated mechanical and
                                             electrical contractors to prepare
                                             the corresponding designs and
                                             drawings, the Tenant shall provide
                                             the Landlord the followings:-

                                             (1)      Three copies of the
                                                      reflected ceiling plan
                                                      with schedule on voltage,
                                                      type, wattage, quantity
                                                      and location of outlets
                                                      for all light fittings and
                                                      air-conditioning.

                                             (2)      Three copies of the floor
                                                      plan with partitions.

                                             (3)      Three layout prints of all
                                                      case work including the
                                                      location of all sockets,
                                                      switches, fuse box,
                                                      telephone points, size,
                                                      weight and location of
                                                      safe, if any.

                                             (4)      Three sets of elevations
                                                      to describe the space
                                                      with all electric outlets.

Statutes, Codes &          (m)      The Tenant shall have the sole
Ordinances                          responsibility to comply with all applicable
                                    statutes, codes, ordinances and other
                                    regulations for all work performed by or on
                                    behalf of the Tenant within the said
                                    premises and the Landlord or the Landlord's
                                    agents or representative's approval of
                                    plans, specifications, calculations or of
                                    the Tenant's work shall not constitute any
                                    implication, representation or certification
                                    by the Landlord that the said improvements
                                    are in compliance with said statutes, codes,
                                    ordinances, and other regulations.

Inspection by              (n)      All Tenant's work shall be subject to the
Landlord                            inspection of the Landlord, the Landlord's
                                    Architect and Landlord's General Contractor
                                    from time to time during the period in which
                                    Tenant's work aforesaid is being performed.

Reimbursement to           (o)      The Landlord shall have the right to perform
Landlord                            on behalf of and for the account of the
                                    Tenant, any of the Tenant's work which the
                                    Landlord determines shall be so performed.
                                    Such work shall be limited to


                                      -7-
<PAGE>

                                    work which the Landlord deems necessary to
                                    be done on an emergency basis, work caused
                                    by the Tenant's fault, and work which
                                    pertains to structural components, the
                                    general utility systems for the said
                                    Building and the erection of temporary
                                    safety barricades and temporary signs during
                                    construction.

Good repair of             (p)      To keep all the interior of the said
interior                            premises, the flooring and interior plaster
                                    or other finishing material or rendering to
                                    walls floors and ceilings, and the
                                    Landlord's fixtures therein and all addition
                                    thereto including doors, window, electric
                                    wires and installations and fittings for
                                    light and power in good clean, tenantable
                                    and proper repair and condition and properly
                                    preserved and painted as may be appropriate
                                    when from time to time required and to so
                                    maintain the same at the expenses of the
                                    Tenant and deliver up the same to the
                                    Landlord at the expiration or sooner
                                    determination of the term in such repair and
                                    the like condition (fair wear and tear
                                    excepted).

Replacement of             (q)      To reimburse to the Landlord the cost of
windows                             replacing all broken and damaged windows
                                    door glass and fixtures within the said
                                    premises whether the same be broken or
                                    damaged by the negligence of the Tenant or
                                    owing to circumstances beyond the control of
                                    the Tenant.

Good repairs &             (r)      To keep all taps lavatories wash basins
replacement of                      sinks sanitary and water apparatus and other
sanitary apparatus                  internal pipes and all drains (if any) in or
& electrical                        belonging to the inside of the said premises
wiring                              clean and in good order and repair and to
                                    keep in clean and good order and repair all
                                    other pipes and all wires cables conduits
                                    fittings and apparatus within or exclusively
                                    serving the said premises and used for or in
                                    connection with the services of water gas or
                                    electricity in the said premises (fair wear
                                    and tear save and excepted) and to repair or
                                    replace the same (including burnt out
                                    fluorescent tubes or light bulbs) at the
                                    expenses of the Tenant if so required by the
                                    Landlord or other competent authority. In
                                    the event of the Tenant failing to proceed
                                    diligently with the necessary repairs or
                                    replacements so required within 14 days
                                    after the Landlord has notified the Tenant
                                    in writing then the Landlord may proceed
                                    with such repairs or replacement and recover
                                    all costs incurred thereby from the Tenant
                                    as a debt.

Cleansing &                (s)      In the event of the pipes or drains of the
Clearing of Drains                  said building becoming choked or stopped up
                                    owing to the careless use by the Tenant its
                                    servants agents licensees invitees the
                                    Tenant shall pay the costs incurred by the
                                    Landlord in cleansing and clearing the same
                                    from obstruction.

Entry by Landlord          (t)      To permit the Landlord or its agents with or
                                    without workmen or other persons authorised
                                    by it and with or without appliances at all


                                      -8-
<PAGE>


                                    reasonable times to enter into and upon the
                                    said premises and to examine the conditions
                                    thereof and thereupon the Landlord may serve
                                    upon the Tenant notice in writing specifying
                                    any repairs necessary to be done and require
                                    the Tenant forthwith to execute the same and
                                    if the Tenant shall not within ten days
                                    after the service of such notice proceed
                                    diligently with the execution of such
                                    repairs then to permit the Landlord to enter
                                    upon the said premises and execute such
                                    repairs and the costs thereof (the amount
                                    thereof in case of difference to be
                                    determined by the Landlord's agent) together
                                    with the interest thereon at the rate of 2%
                                    per month calculated from the date on which
                                    such costs are incurred by the Landlord to
                                    be paid by the Tenant shall be a debt due
                                    from the Tenant to the Landlord and be
                                    forthwith recoverable by action.

Entry by the               (u)      To permit the Landlord or its authorised
Landlord to carry                   agents at all reasonable times to enter the
out repairs and                     said premises for the purpose of of fixtures
taking inventories                  therein and carrying out any repairs therein
                                    provided that take inventories in the event
                                    of emergency the Landlord or its authorised
                                    agents may without notice enter the said
                                    premises forcibly and the Tenant shall at
                                    its own expense reinstate the entrance to
                                    the said premises to its original position.

Entry by the               (v)      To keep all windows and doors of the said
Landlord to close                   premises closed and to permit the Landlord
Windows and                         or its servants and agents and others from
doors                               time to time during the said term to enter
                                    upon the said premises for the purpose of
                                    closing any doors or windows.

Notify Landlord            (w)      To notify the Landlord in writing of any
of damage                           accidents to or defects in the water pipes
                                    gas pipes electrical wire or fittings
                                    fixtures or other facilities provided by the
                                    Landlord in the said premises whether or not
                                    the Tenant is liable hereunder for the
                                    repair of the same forthwith upon the Tenant
                                    becoming aware whether actually or
                                    constructively of the same arising and to
                                    indemnify the Landlord against any claim
                                    made against the Landlord by any third party
                                    and any loss suffered by the Landlord either
                                    directly or indirectly as a result of any
                                    breach by the Tenant of this provision.

To make good &             (x)      To make good and pay for all damage caused
take care of all                    by the Tenant his servants or licensees to
articles provided                   any fixtures fittings and other articles in
by Landlord                         the said premises and provided by the
                                    Landlord and shall take reasonable care of
                                    the same and shall not remove any of them
                                    from the said premises.

Repair of                  (y)      To permit the Landlord and its duly
neighbouring                        authorised agents workmen and others
premises                            appointed by it at all reasonable times
                                    during the said term (but upon giving a
                                    reasonable previous notice in writing save
                                    in case


                                      -9-

<PAGE>

                                    of emergency) to enter into and upon the
                                    said premises and to execute any works of
                                    renewal cleansing alteration or repair to
                                    any adjacent or neighbouring premises or to
                                    the building of which the said premises form
                                    part.

Combustible or             (z)      Not to store or bring upon the said premises
dangerous goods                     or any part thereof any unlicensed arms
                                    ammunition gun-powder spirits saltpetre or
                                    kerosene any articles of a specially
                                    combustible inflammable or unlawful goods or
                                    dangerous nature.

Storage of goods            (aa)     Not to use the said premises or any part
                                    thereof for the storage of goods or
                                    merchandise other than in small quantities
                                    consistent with the nature of the Tenant's
                                    business by way of samples and exhibits.

Insurance against          (ab)     To indemnify the Landlord against any
loss/damage from                    proceedings actions claims or demands
Interior Defects                    whatsoever by any person for loss and damage
                                    suffered as a result of the want of repair
                                    of the interior of the said premises or the
                                    spread of fire or the overflow of water or
                                    the escape of any substance or anything from
                                    the said premises due to the default or
                                    negligence of the Tenant its servants agents
                                    licensees or customers; and to effect and
                                    maintain a policy or policies of insurance
                                    which should include the Landlord's
                                    properties and fixtures inside the said
                                    premises against the risks hereinbefore
                                    mentioned in a reputable insurance company
                                    to be approved by the Landlord in such
                                    amount as the Landlord may reasonably
                                    determine and to produce to the Landlord the
                                    policy or policies and the receipt on
                                    request provided always that if the Tenant
                                    shall at any time fail to keep such
                                    insurance on foot the Landlord may do all
                                    things necessary to effect and maintain such
                                    insurance and any monies expended by the
                                    Landlord for that purpose shall be
                                    recoverable from the Tenant on demand.

Breach of                  (ac)     Not to do or permit to be done anything
Insurance Policy                    whereby the policy or policies of the
                                    insurance of the said building against
                                    damage by fire or other risks for the time
                                    being subsisting may become void or voidable
                                    or whereby the rate of premium thereon may
                                    be increased and the premium and all
                                    expenses incurred by the Landlord in or
                                    about any renewal or such policy or policies
                                    rendered necessary by breach of this term
                                    shall be borne by the Tenant and shall be
                                    recoverable from the Tenant by the Landlord
                                    on demand.

Illegal or immoral         (ad)     Not to use or permit or suffer to be used
purposes                            the said premises or any part thereof for
                                    any illegal or immoral purposes.

Installation &             (ae)     (i)      To fit out the interior of the said
Alteration                                   premises in accordance with the
                                             drawings approved by the Landlord
                                             and not without the prior written
                                             consent of the Landlord to make any


                                      -10-
<PAGE>

                                             alteration or addition to the said
                                             premises or any part thereof either
                                             internally or externally or to any
                                             fixtures or fittings or electrical
                                             wiring or electrical mechanical or
                                             air-conditioning installations
                                             therein or to any item therein
                                             (whether or not of a structural
                                             nature).

                                    (ii)     Not to place in or upon any part of
                                             the said premises or the said
                                             building any equipment apparatus
                                             machinery or load likely to or
                                             which may cause damage thereto and
                                             not to cause permit or suffer any
                                             load to be placed in any part of
                                             the said premises if the weight of
                                             such load exceeds that permitted
                                             from time to time by the Landlord
                                             in using the said premises or the
                                             said building or any lifts serving
                                             the same or any other thing in or
                                             upon the said premises or the said
                                             building.

                                    (iii)    Not to install set up or affix or
                                             permit to be installed set up
                                             affixed in or upon the said
                                             premises or any part thereof in any
                                             manner whatsoever any engine
                                             machinery or mechanical device or
                                             plant or air-conditioning or
                                             heating system.

                                    (iv)     To observe and comply with all
                                             rules regulations and instructions
                                             from time to time prescribed by the
                                             Landlord or its authorised
                                             representative or officer in
                                             carrying out any alterations
                                             additions or improvements to the
                                             said premises.


                                    (v)      To observe and comply with all
                                             rules regulations and instructions
                                             from time to time prescribed by The
                                             China Light & Power Company Limited
                                             or the relevant authority relating
                                             to the electrical wiring and
                                             installation in the said premises.

                                    (vi)     Not to cut maim injure damage alter
                                             or interfere with any of the walls
                                             structural members pipes drains
                                             appurtenances electrical cables
                                             wires fixtures or fittings of or in
                                             the said premises or any part
                                             thereof or suffer or permit the
                                             same to be done.

                                    (vii)    Not to change or in any way to
                                             alter the standard entrance door
                                             provided by the Landlord for access
                                             to and egress from the said
                                             premises without having first
                                             obtained the written consent of the
                                             Landlord therefor.

                                    (viii)   Not to install additional locks
                                             bolts or additional fittings to the
                                             entrance doors of the said premises
                                             or in any way to cut or alter the
                                             same without having first obtained
                                             the written consent of the Landlord
                                             therefor.


                                      -11-
<PAGE>

                                    (ix)     To display and decorate the show
                                             windows up to a first class
                                             standard and in such manner as not
                                             to be offensive to the Landlord who
                                             has the right to require the
                                             removal of any part of the display
                                             as in the Landlord's absolute
                                             discretion considers offensive.

Protection from            (af)     To take all necessary precautions to protect
typhoon                             the interior of the said premises against
                                    damage by storm typhoon heavy rainfall or
                                    the like and in particular to ensure all
                                    exterior doors and windows are securely
                                    fastened upon the threat of such adverse
                                    weather conditions.

Subletting                 (ag)     Not to assign underlet or otherwise part
Assigning                           with the possession of the said premises or
                                    any part thereof in any way whether by way
                                    of subletting lending sharing or other means
                                    whereby any organization company firm or
                                    person or persons not a party to this
                                    Agreement obtains the use or possession of
                                    the said premises or any part thereof
                                    irrespective of whether any rental or other
                                    consideration is given for such use or
                                    possession and in the event of any such
                                    transfer sub-letting sharing assignment or
                                    parting with the possession of the said
                                    premises (whether for monetary consideration
                                    or not) this Agreement shall absolutely
                                    determine and the Tenant shall forthwith
                                    vacate the said premises on notice to that
                                    effect from the Landlord. The Tenancy shall
                                    be personal to the Tenant named in this
                                    Agreement and without in any way limiting
                                    the generality of the foregoing the
                                    following acts and events shall, unless
                                    approved in writing by the Landlord, be
                                    deemed to be breaches of this Clause: -
                                    (i)      In the case of a tenant which is a
                                             partnership the taking in of one or
                                             more new partners whether on the
                                             death or retirement of an existing
                                             partner or otherwise.

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

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


                                      -12-
<PAGE>

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

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

Compliance with            (ah)     To carry out and comply with all ordinances
ordinance,                          regulations by-laws and rules and all
Government                          notices and requirements of the appropriate
Lease and Deed of                   government authorities in connection with or
Mutual Covenant                     in relation to the said premises and not to
                                    do anything or suffer or permit anything to
                                    be done in contravention of the provisions
                                    of the Conditions of Sales or Government
                                    Lease and Deed of Mutual Covenant under
                                    which the Landlord holds the said premises
                                    and to indemnify the Landlord against any
                                    breach of the terms of this clause.

Noise                      (ai)     Not to do or permit or suffer to be done
                                    upon the said premises or any part thereof
                                    any music noise (including sound produced by
                                    broadcasting from Television, Radio and any
                                    apparatus or instrument capable of producing
                                    or reproducing music and sound) or other act
                                    matter or thing whatsoever which may be or
                                    tend to the nuisance annoyance damage or
                                    disturbance of the Landlord or the owners
                                    tenants lessees or occupiers of any
                                    adjoining or neighbouring premises.

Responsible for            (aj)     To be wholly responsible for and to
acts of servants                    indemnify the Landlord against all damage
agents and                          loss or injury occasioned to the said
licensees                           premises or any part of the said building or
                                    any adjacent or neighbouring premises to any
                                    person whether directly or indirectly
                                    through the defective or damaged conditions
                                    of any part of the interior of the said
                                    premises or any fixtures fittings wiring or
                                    piping therein for the repair of which the
                                    Tenant is responsible hereunder or through
                                    or in any way owing to the spread of fire or
                                    smoke or the leakage or overflow of water
                                    including storm or rain water from the said
                                    premises or any part thereof or through the
                                    act default or neglect of the Tenant or the
                                    servants agents licensees or invitees of the
                                    Tenant.

Preparation of             (ak)     Not to prepare or permit or suffer to be
food                                prepared any food in the said premises.

Sleeping of                (al)     Not without the Landlord's prior permission
domestic use                        in writing, permit any person to remain in
                                    the said premises overnight. Such permission
                                    shall only be given to enable the Tenant to
                                    post watchmen to look


                                      -13-
<PAGE>

                                    after the contents of the said premises,
                                    which shall not be used as sleeping quarters
                                    or as domestic premises within the meaning
                                    of the Landlord and Tenant (Consolidation)
                                    Ordinance for the time being in force.

Installation in            (am)     Not to lay, install, affix or attach any
Common Area,                        wiring, cables or other article or thing
etc.                                whatsoever in or upon any areas or parts of
                                    the Building in common use or in any place
                                    which is not hereby exclusively let to the
                                    Tenant.

Obstructions in            (an)     Not to encumber obstruct or permit to be
common area                         encumbered or obstructed with any boxes,
                                    packaging, merchandise, rubbish or other
                                    articles or obstructions of any kind or
                                    nature at any of the entrances, exits,
                                    staircases, landings, passages, lifts,
                                    escalators, lobbies or other parts of the
                                    said building not included in the said
                                    premises. In addition to any other remedies
                                    which the Landlord may have hereunder, the
                                    Landlord, its servants or agents may without
                                    any prior notice to the Tenant remove any
                                    such obstruction and dispose of the same as
                                    they may think fit without incurring any
                                    liability therefor and the Tenant shall on
                                    demand pay to the Landlord all costs and
                                    expenses incurred in such removal.

Signs                      (ao)     Not to affix, erect, attach, exhibit,
                                    display or permit or suffer so to be done
                                    upon any part within or on the exterior of
                                    the said premises or to or through any
                                    windows thereof any writing sign,
                                    decoration, signboard notice advertisement
                                    placard neon light or other device whether
                                    illuminated or not which may be visible from
                                    outside the said premises except the display
                                    of name-plate or signboard of the Tenant and
                                    their lawful subtenant or licensee at the
                                    entrance to the said premises the size and
                                    position of such name-plate or signboard
                                    shall be subject to the approval of the
                                    Landlord. The Landlord or its authorised
                                    agents shall have absolute discretion in
                                    granting or refusing such approval and any
                                    approval to be granted shall be subject to
                                    such conditions as the Landlord or its
                                    authorised agents may think fit. The
                                    landlord or its authorised agents shall have
                                    the right to remove at the cost and expense
                                    of the Tenant any unauthorised writing,
                                    sign, decoration signboard notice
                                    advertisement placard neon light or device
                                    affixed or put up or displayed without the
                                    proper approval of the Landlord or its
                                    agents.

Sale by auction or         (ap)     Not to permit or suffer to be held upon the
etc.                                said premises any sales by auction, fire,
                                    bankruptcy, closing-down or sale of similar
                                    nature or any discount-type of retail
                                    business or any form of unethical business
                                    operation Provided that this clause shall
                                    not preclude genuine promotional, clearance
                                    or periodic seasonal sales.


                                      -14-
<PAGE>

Movement of safe           (aq)     Not to move any safe heavy machinery
and heavy                           equipment and freight bulky matter or
machinery                           fixtures in and out of the said building
                                    during normal office hours without first
                                    obtaining the Landlord's written consent.
                                    The Tenant shall keep the Landlord
                                    indemnified against all damages sustained by
                                    any person or property and for any damages
                                    or monies paid out by the Landlord in
                                    settlement of any claim or judgments as well
                                    as legal costs incurred in connection
                                    therewith and all costs incurred in
                                    repairing any damage to the said building or
                                    its appurtenances resulting from movement of
                                    any heavy machinery equipment freight bulky
                                    matter or fixtures. The Tenant requiring to
                                    move to and from the said building such
                                    items undertakes at all times to use the
                                    service lifts provided by Landlord for such
                                    purposes and to notify Landlord and arrange
                                    with the Landlord a suitable time for such
                                    deliveries to be effected.

Adjacent                   (ar)     If any excavation or other building works
excavation or                       shall be made or authorised in the vicinity
shoring                             of said building, the Tenant shall permit
                                    the Landlord his servants or agents to enter
                                    the said premises to do such work as may be
                                    deemed necessary to preserve the exterior
                                    wall of the said building from injury or
                                    damage without any claim for damages or
                                    indemnity against the Landlord.

Floor loading              (as)     The Tenant shall not place any load upon any
                                    floor of the said premises in excess of the
                                    loading capacity for which the floor is
                                    designed. The Landlord preserves the right
                                    to prescribe the weight and position of all
                                    safes and any heavy articles which must be
                                    placed so as to distribute the weight.
                                    Business machines and mechanical equipment
                                    authorised by the Landlord shall be placed
                                    and maintained by the Tenant at the Tenant's
                                    expense in settings sufficient in the
                                    Landlord's judgment to absorb and prevent
                                    vibration noise and annoyance to occupiers
                                    of the other portions of the said building.

Vermin                     (at)     The Tenant shall take all due precautions to
                                    ensure that the said premises do not become
                                    infested with insects or vermin. In the
                                    event of the premises becoming so infested
                                    the Tenant shall pay the cost of
                                    extermination as arranged or approved by the
                                    Landlord and the selected exterminators
                                    shall be given full access to the said
                                    premises for such purpose.

Rules and                  (au)     To observe faithfully and comply strictly
Regulations                         with such reasonable Rules and Regulations
                                    as the Landlord or the Landlord's agents
                                    from time to time prescribe for the proper
                                    management and maintenance of the said
                                    premises and the said building. Notice of
                                    any additional Rules or Regulations shall be
                                    given in such manner as the Landlord may
                                    elect. The Rules and Regulations set out in
                                    the Third Schedule


                                      -15-
<PAGE>

                                    hereto and such additional Rules or
                                    Regulations shall constitute the initial
                                    Rules and Regulations binding upon the
                                    Tenant and shall have the same force and
                                    effect as if set out in the body of this
                                    agreement.

Keep premises              (av)     To keep the said premises well and
well lighted                        sufficiently lighted throughout the business
                                    hours of the Tenant.

No incense to be           (aw)     Not to burn or permit to be burnt incense in
burnt                               the said premises or in any part of the said
                                    building.

Fire Risk                  (ax)     Not to do or permit any act or thing to be
                                    done which is likely to cause any fire risk
                                    or other hazard in the said building.

Loading &                  (ay)     To ensure that the Tenant's employees
Unloading Areas                     servants agents or visitors do not obstruct
                                    those areas of the building allocated to
                                    temporary vehicle parking or designated as
                                    loading/unloading areas and at all times
                                    comply with the directions of the Landlord
                                    staff and accredited agents in exercising
                                    due control of such areas and the delivery
                                    of goods generally.

Toilet Facilities          (az)     To use in common with others the lavatories
                                    and washing accommodations and facilities
                                    provided by the Landlord in the said
                                    building and not to permit or suffer the
                                    same to be used in any improper manner or
                                    whereby the soil or waste pipes may become
                                    impeded or blocked and at all times to
                                    indemnify the Landlord against liability for
                                    damage by the escape of water thereby caused
                                    to the properties or effects of the tenants
                                    or occupiers of the other part of the said
                                    building.

Parking                    (ba)     Not to park in obstruct or otherwise use nor
                                    permit any employee agent or licencee of the
                                    Tenant to park in obstruct or otherwise use
                                    these areas of the said building allocated
                                    to the parking or movement of or access for
                                    vehicles or designated as loading/unloading
                                    areas otherwise than in accordance with the
                                    regulations from time to time made by the
                                    Landlord.


Use of building            (bb)     Not without the previous written consent of
name                                the Landlord to use or permit to be used the
                                    name/logo or any part of the name/logo of
                                    the Landlord or of the said building or any
                                    picture representation or likeness of the
                                    whole or any part of such name/logo or of
                                    the said building or of the said premises in
                                    connection with the business or operations
                                    of the Tenant or for any purpose whatsoever
                                    other than to indicate the address and place
                                    of business of the Tenant.

4.                The Landlord hereby agrees with the Tenant as follows : -


                                      -16-
<PAGE>

Quiet enjoyment            (a)      To permit the Tenant (duly paying the rent
                                    surcharge and rates and observing and
                                    performing the terms and conditions herein
                                    contained)to have quiet possession and
                                    enjoyment of the said premises during the
                                    said term without any interruption by the
                                    Landlord or any person or persons lawfully
                                    claiming through under or in trust for the
                                    Landlord.

Roof and main              (b)      To amend and repair such defects in the
structure                           roof, main electricity supply cables, main
                                    drain pipes, main walls and exterior windows
                                    frames of the said building and the lifts
                                    and the central air-conditioning plant
                                    therein as the Landlord shall discover or as
                                    the Tenant or other authorised person or
                                    Authority shall by notice in writing bring
                                    to the attention of the Landlord and to
                                    maintain the same in a proper state of
                                    repair and condition at the cost of the
                                    Landlord PROVIDED that the Landlord shall be
                                    entitled to be given a reasonable period of
                                    time wherein to view any such defects and to
                                    amend and repair the same.

Air-conditioning           (c)      To provide and maintain lifts, escalators
services                            air-conditioning service during the hours of
                                    8:00 o'clock in the forenoon to 6:00 o'clock
                                    in the afternoon on weekdays and during the
                                    hours of 8:00 o'clock in the forenoon to
                                    2:00 o'clock in the afternoon on Saturdays
                                    (excluding Sundays and public holidays). The
                                    supply of air-conditioning shall be
                                    controlled and regulated by the Landlord at
                                    its sole discretion, and also such
                                    electricity as is attributable to lights of
                                    the entrances, passages, corridors,
                                    staircases, landings and lavatories PROVIDED
                                    however the Landlord shall neither be liable
                                    to pay compensation to the Tenant in respect
                                    of any period during which due to
                                    circumstances beyond the control of the
                                    Landlord the proper operation of the said
                                    lifts or central air-conditioning plant
                                    shall be interrupted as the result of
                                    defects, mechanical failure or breakdown or
                                    need for repair or overhaul, nor shall the
                                    Landlord be liable thereby to grant any
                                    abatement of rent and/or air-conditioning
                                    service charge in respect of such
                                    interruption.

Property Tax               (d)      To pay the Property Tax for the time being
                                    payable in respect of the said premises.

Maintenance of    (e)      (i)      To be responsible for the maintenance
common parts                        lighting cleaning operating and servicing of
                                    all the common parts of the said building.

                           (ii)     To carry out all necessary decoration to the
                                    common parts of the said building as and
                                    when the Landlord shall in its absolute
                                   discretion decide the same is necessary.


                                      -17-
<PAGE>

                           (iii)   To keep the common parts toilets and other
                                   parts of the said building for common use
                                   clean and in proper condition.

                           (iv)    To use its best endeavours to maintain lifts
                                   escalators fire and security services
                                   equipment air-conditioning plant and other
                                   facilities of the said building in proper
                                   working order.

Directory board   (f)      To provide and maintain at the main entrances and in
                           all other appropriate places suitable directory
                           boards indicating to all persons entering the said
                           building the whereabouts of the said premises with
                           the Tenant's name in such uniform lettering or
                           characters as shall be designated by the Landlord.
                           For the avoidance of doubt, the expression "the
                           Tenant's name" herein contained shall mean the name
                           of the Tenant as set out in First Schedule of this
                           Agreement and if the Tenant carries on business under
                           a name other than his own name such expression shall
                           mean the first of his business names as the Landlord
                           shall be notified by the Tenant. For any subsequent
                           change of the name of the Tenant or his business name
                           which necessitates the replacement of the directory
                           board or name plates thereon, the costs for the new
                           directory boards and the new name plates shall be
                           borne solely by the Tenant.

         5.       It is hereby expressly provided as follows : -

Default           (a)      (i)      If the rent or the surcharge reserved or
                                    interest thereon, if any, or any part
                                    thereof shall be unpaid (whether
                                    formally or legally demanded or not) for
                                    fifteen days next after any of the days
                                    on which the same ought to have been
                                    paid or in the case of the breach or
                                    non-performance of any of the
                                    stipulations and agreements herein
                                    contained on the part of the Tenant to
                                    be kept done or performed or if the
                                    Tenant shall become bankrupt or go into
                                    liquidation it shall be lawful for the
                                    Landlord at any time thereafter to
                                    re-enter into and upon the said premises
                                    or any part hereof in the name of the
                                    whole and thereupon this Agreement shall
                                    absolutely determine but without
                                    prejudice to the right of action of the
                                    Landlord in respect of any breach by the
                                    Tenant of the terms of this Agreement.
                                    All costs and expenses incurred by the
                                    Landlord in demanding the rent and the
                                    surcharge and other charges (if the
                                    Landlord elects to demand) shall be paid
                                    by the Tenant and shall be recoverable
                                    from him as a debt.

                           (ii)     Notwithstanding anything hereinbefore
                                    contained in the event of default in payment
                                    of the said rent and the


                                      -18-
<PAGE>

                                    surcharge on the date on which the same
                                    falls due for payment, the Tenant shall
                                    further pay to the Landlord on demand
                                    interest on the amount in arrears at the
                                    rate of (1.5%) per month calculated from the
                                    date on which the same became due for
                                    payment (as stipulated in Clause 1 hereof)
                                    until the date of payment as liquidated
                                    damages and not as penalty provided that the
                                    demand and/or receipt by the Landlord of
                                    interest pursuant to this provision shall be
                                    without prejudice to and shall not affect
                                    the right of the Landlord to exercise any
                                    other right or remedy hereof (including the
                                    right of re-entry) exercisable under the
                                    terms of this Agreement.

                           (iii)    Notwithstanding anything herein contained in
                                    the event of default in payment of the
                                    surcharge on the date on which the same
                                    falls due for payment or any interest
                                    thereon the Landlord shall in addition to
                                    its other rights under the terms of this
                                    Agreement be entitled to disconnect the
                                    supply of air-conditioning to the said
                                    premises until the amount in arrears shall
                                    have been fully paid by the Tenant without
                                    incurring any liability to the Tenant for
                                    any loss or damages suffered by the Tenant
                                    as a result thereof.

Distraint                  (iv)     For the purpose of Part III of the Landlord
                                    and Tenant (Consolidation) Ordinance
                                    relating to distress for rent or of these
                                    presents the rent payable in respect of the
                                    said premises shall be and be deemed to be
                                    in arrear if not paid in advance at the time
                                    and in manner hereinbefore provided for
                                    payment therefor. All costs and expenses
                                    for and incidental to the distraint shall be
                                    paid by the Tenant and shall be recoverable
                                    from him as a debt.

Abatement         (b)      If the said premises or any part thereof are rendered
                           uninhabitable by fire water storm wind typhoon
                           defective construction white ants earthquake
                           subsidence of the ground or any calamity beyond the
                           control of the Landlord and not attributable to any
                           failure by the Tenant to observe and carry out the
                           terms of this Agreement the rent or a part thereof
                           proportionate to the extent to which the said
                           premises shall have been so rendered uninhabitable
                           shall abate and cease to be payable until the same
                           shall have been again rendered fit for occupation
                           Provided always that the Landlord shall not be
                           required to reinstate the said premises if by reason
                           of the condition of the same or any local Regulations
                           or other circumstances beyond the control of the
                           Landlord it is not practicable or reasonable to do
                           so.


                                      -19-
<PAGE>

Condemnation               (c)      If at any time during the continuance of
                                    this tenancy the competent authorities shall
                                    condemn the said building as a dangerous
                                    structure and it shall be pulled down or
                                    shall make a demolition order which shall
                                    become operative in respect of the said
                                    premises or any part thereof or a closure
                                    order in respect of a part of the said
                                    premises under their powers the tenancy
                                    hereby created shall cease as from the
                                    commencement of the pulling down of the said
                                    premises or from the time when such
                                    demolition or closure order shall become
                                    operative.

Expression                 (d)      The expression "the Tenant" shall (where the
of Tenant                           context permits) mean and include the party
                                    or parties specifically named and shall not
                                    include the executors and administrators or
                                    any such party or where such party is a
                                    corporation any liquidator thereof.

Acceptance of rent         (e)      The acceptance of rent by the Landlord
                                    hereby stipulated shall not be deemed to
                                    operate as a waiver by the Landlord of any
                                    right to proceed against the Tenant in
                                    respect of a breach by the Tenant of any of
                                    the Tenant's obligations herein contained.

Fire and overflow          (f)      The Landlord shall not be under any
of water                            liability to the Tenant or to any other
                                    person whomsoever in respect of any loss or
                                    damage to person or property sustained by
                                    the Tenant or any such other person caused
                                    by or through or in any way owing to the
                                    overflow of water or the escape of fumes,
                                    smoke, fire or any other substance or thing
                                    from anywhere within the said building. The
                                    Tenant shall fully and effectually indemnify
                                    the Landlord from and against all claims and
                                    demands made against the Landlord by any
                                    person in respect of any loss, damage or
                                    injury caused by or through or in any way
                                    owing to the overflow of water or the escape
                                    of fumes, smoke, fire or any other substance
                                    or thing from the said premises or to the
                                    neglect or default of the Tenant his
                                    servants, agents or licensees or to the
                                    defective or damaged condition of the
                                    interior of the said premises or any
                                    fixtures or fittings for the repair of which
                                    the Tenant is responsible hereunder and
                                    against all costs and expenses incurred by
                                    the Landlord in respect of any such claim or
                                    demand.

Injury to Tenant           (g)      The Landlord shall not be liable for any
caused by lifts,                    injury to the Tenant his servants licensees
escalators                          or invitees caused by any defect in or by
                                    the defective or negligent working of any
                                    lift or escalators in the said building by
                                    the Landlord's servants or otherwise and the
                                    Tenant shall indemnify the Landlord against
                                    all claims actions and proceedings in
                                    respect of such injuries.

Accidents and              (h)      The Landlord shall not be responsible to the
Injury to Tenant's                  Tenant or the Tenant's licensees servants
                                    agents or other persons in the said premises
                                    or

                                     -20-

<PAGE>

chattel                             calling upon the Tenant for any accident
                                    happening or injury suffered or damage to or
                                    loss of any chattel or property sustained on
                                    the said premises or in the said building.

Re-Letting  notices        (i)      During the three(3) months immediately
                                    preceding the determination of the said
                                    term of tenancy the Landlord shall be at
                                    liberty to affix and retain without
                                    interference upon any external part of
                                    the said premises a notice for re-letting
                                    the same and the Tenant shall permit
                                    persons with written authority from the
                                    Landlord or its agents at reasonable
                                    hours of the day to view the said
                                    premises or any part thereof.

Delivery of vacant         (j)      The Tenant shall deliver up vacant
possession                          possession of the said premises to the
                                    Landlord with all fixtures fittings and
                                    additions therein at the expiration or
                                    sooner determination of this Agreement in
                                    good clean and tenantable repair and
                                    condition in accordance with the
                                    stipulations herein before contained
                                    together with all keys giving access to all
                                    parts of the said premises. Providing that
                                    the Tenant shall at its own expense to
                                    remove all fixtures, fittings, additions,
                                    partitions and alterations made or installed
                                    upon or in the said premises whether by the
                                    Tenant of by the previous occupier of the
                                    said premises and taken over by the Tenant
                                    and to re-instate restore and make good any
                                    damage caused by such removal or
                                    re-instatement. The Tenant's obligations
                                    relating to removal or re instatement under
                                    this Clause may be modified or varied by the
                                    Landlord notifying the Tenant in writing
                                    that the Landlord proposes without payment
                                    of any compensation to retain all or any of
                                    the said fixtures, fittings, additions
                                    partitions, floor coverings, erections and
                                    alterations which the Tenant is otherwise
                                    liable hereunder to remove but subject to
                                    this proviso, the Tenant shall re-instate
                                    restore and make good the said premises or
                                    any part thereof requiring to be re-instated
                                    restored or made good and in the event of
                                    the Tenant failing so to do the Tenant shall
                                    on demand pay to the Landlord the cost of
                                    such re-instatement restoration or making
                                    good.

Landlord not               (k)      The Landlord shall not be bound by any oral
bound by oral                       representations or oral promises with
representation                      respect to the said building and its
                                    appurtenances or in respect of the said
                                    premises except as herein expressly set
                                    forth with the object and intention that the
                                    whole of the agreement between the Landlord
                                    and the Tenant shall be set forth herein and
                                    in no way modified by any oral discussions
                                    which may have preceded the signing of this
                                    Agreement.

No waiver                  (l)      No condoning excusing or overlooking by the
                                    Landlord of any

                                     -21-

<PAGE>

                                    default breach or non-observance or
                                    non-performance by the Tenant at any time or
                                    times of any of the Tenant's obligations
                                    herein contained shall operate as a waiver
                                    of the Landlord's rights hereunder in
                                    respect of any continuing or subsequent
                                    default breach of non-observance or
                                    non-performance or so as to defeat or affect
                                    in any way the right of the Landlord herein
                                    in respect of any such continuing or
                                    subsequent default or breach and no waiver
                                    by the Landlord shall be inferred from or
                                    implied by anything done or admitted by the
                                    Landlord unless expressed in writing and
                                    signed by the Landlord.

No excuse for              (m)      This Agreement and the obligation of the
non-payment of                      Tenant to pay the said rent and other sums
rent                                due hereunder and perform the Tenant's
                                    obligations hereunder shall in no way be
                                    affected impaired or excused because the
                                    Landlord is unable due to circumstances
                                    beyond his control to fulfil any of his
                                    obligations under this Agreement or to
                                    supply or is delayed in supplying any
                                    service expressly or impliedly to be
                                    supplied or is unable to make or is delayed
                                    in making any repair additions alterations
                                    or decoration or is unable to supply or is
                                    delayed in supplying any equipment or
                                    fixtures if the Landlord is prevented or
                                    delayed from so doing by reason of strike
                                    labour troubles shortage of materials or any
                                    outside cause whatsoever or by reason of any
                                    order or regulation of any department of the
                                    Government of the Hong Kong Special
                                    Administrative Region.

No actual eviction         (n)      The Landlord shall also have the right at
in certain events                   any time without constituting an actual or
                                    constructive eviction of the Tenant and
                                    without incurring any liability to the
                                    Tenant therefor to install or erect at the
                                    entrances passages passageways doorways
                                    corridors landings staircases lobbies or
                                    other public parts of the said building
                                    counters showcases or light boxes or to
                                    change the arrangement and/or location of
                                    entrances passageways doors doorways
                                    corridors landings staircases lobbies lifts
                                    escalators toilets or other public parts of
                                    the said building or any service or
                                    apparatus serving the said building and to
                                    change the name number or designation by
                                    which the said building is known.

Year 2000                  (o)      The Landlord shall not be liable for the
Compliant                           failure or malfunction of the computer
                                    systems used in the operation and management
                                    of the said building, whether the same is
                                    operated controlled or owned by the
                                    Landlord, the manager of the said building
                                    or otherwise due to the same not being Year
                                    2000 compliant or otherwise and the Tenant
                                    shall indemnify the Landlord against all
                                    claims actions and proceedings in respect of
                                    any resulting loss or damage which may be
                                    suffered by any third party.

                                     -22-

<PAGE>



Stamp Duty and             (p)      The stamp duty payable on this Agreement
legal costs                         shall be borne by the parties hereto in
                                    equal shares but the land registration fee
                                    (if any) shall be paid by the Tenant. The
                                    Tenant shall also bear Baker & McKenzie's
                                    costs and disbursements of and incidental to
                                    the preparation and completion of this
                                    Agreement calculated a half of 75% of full
                                    scale cost.

Service of                 (q)      Any notice required to be served on the
Notices                             Tenant shall be sufficiently served if
                                    delivered to or despatched by registered
                                    post to or left at the premises or at the
                                    registered office or last known address in
                                    Hong Kong of the Tenant and any notice
                                    required to be served on the Landlord shall
                                    be sufficiently served if delivered to or
                                    despatched by registered post to or left at
                                    the registered office of the Landlord in
                                    Hong Kong or any other address which the
                                    Landlord may notify to the Tenant from time
                                    to time. A notice sent by registered post
                                    shall be deemed to be given at the time and
                                    date of posting.

Approval of                (r)      No approval by the Landlord is valid unless
Landlord                            it is in writing and signed by the Landlord
                                    or its authorised agents.

No premium or              (s)      The Tenant hereby expressly admits and
fine                                declares that no premium or fine or other
                                    consideration or key money has been paid to
                                    the Landlord by the Tenant for the creation
                                    of this tenancy.

Sale and                   (t)      If at any time during the tenancy hereby
redevelopment                       created the Landlord shall enter into a
                                    contract for the sale of the said building
                                    or of any part thereof which shall include
                                    the said premises or if the Landlord shall
                                    resolve to redevelop the said building or
                                    any part thereof whether wholly by
                                    demolition and rebuilding or otherwise, or
                                    partially by renovation, re-furbishment or
                                    otherwise (which intention so to redevelop
                                    shall be sufficiently evidenced by a copy of
                                    a Resolution of its Directors certified to
                                    be a true and correct copy by its Secretary)
                                    then in either of such events the Landlord
                                    shall be entitled to give six clear calendar
                                    months' notice in writing expiring at the
                                    end of any calendar month during the tenancy
                                    hereby created terminating this Agreement
                                    and immediately upon the expiration of such
                                    notice this Agreement and everything herein
                                    contained shall cease and be void but
                                    without prejudice to the rights and remedies
                                    of either party against the other in respect
                                    of any antecedent claim or breach of any of
                                    the agreements or stipulations herein set
                                    out.

                           (u)      The Tenant hereby expressly agrees to
                                    deprive itself of all rights (if any) to
                                    protection against eviction or ejectment
                                    provided by any

                                     -23-

<PAGE>

                                    existing or future legislation from time to
                                    time in force and applicable to the said
                                    premises or to this tenancy and the Tenant
                                    agrees to deliver up vacant possession of
                                    the said premises to the Landlord on the
                                    expiration or sooner termination of the
                                    tenancy hereby created notwithstanding any
                                    rule of law or equity to the contrary.

Reservation of             (v)      The Landlord reserves the right exercisable
Rights                              at any time or times : -

                                    (i)      To change the name or description
                                             of the said building or any part
                                             thereof,

                                    (ii)     To make or caused to be made any
                                             structural or non-structural
                                             alteration or improvement in or
                                             addition to entrances landings
                                             staircases driveways passages
                                             lobbies or any part of the said
                                             building in common use, without
                                             incurring any liability to make any
                                             payment to the Tenant on any
                                             account whatsoever provided that in
                                             the happening of case (i) hereof
                                             the Landlord shall give to the
                                             Tenant and the Postal and other
                                             Government Authorities not less
                                             than three months' notice in
                                             writing or any such change.

                                    (iii)    The Landlord reserves the right
                                             from time to time and by notice in
                                             writing to the Tenant to make and
                                             introduce and subsequently amend
                                             adapt or abolish if necessary such
                                             regulations as it may consider
                                             necessary for the management and
                                             maintenance of the said building as
                                             a first class commercial Building.

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

Special Condition          (w)      The parties hereto hereby agree that the
                                    terms or conditions or matters set out in
                                    the Fourth Schedule hereto (if any) shall
                                    apply to this Agreement and shall be
                                    incorporated as an integral part of the
                                    Agreement.

Joint and Several          (x)      In this Agreement where the context so
Liability                           permits or requires the words importing the
                                    singular number shall include the plural
                                    number and vice versa and word importing the
                                    masculine gender shall include the feminine
                                    gender and neuter gender and where there are


                                     -24-

<PAGE>

                                    two or more persons included in the
                                    expression "the Tenant" covenants expressed
                                    to be made by the Tenant shall be deemed to
                                    be made by such persons jointly and
                                    severally.

Marginal notes             (y)      The marginal notes are intended for guidance
                                    only and do not form part of this Agreement
                                    nor shall any of the provisions of this
                                    Agreement be construed or interpreted by
                                    reference thereto or in any way affected or
                                    limited thereby.

Governing Law              (z)      This Tenancy Agreement shall be governed by
                                    and construed in accordance with the laws of
                                    the Hong Kong Special Administrative Region
                                    and the Tenant hereby irrevocably submits to
                                    the non-exclusive jurisdiction of the courts
                                    of the Hong Kong Special Administrative
                                    Region. The submission to such jurisdiction
                                    shall not limit the right of the Landlord to
                                    take proceedings in whatever jurisdiction it
                                    may think fit, nor shall the taking of
                                    proceedings in any jurisdiction preclude the
                                    taking of proceedings in any other
                                    jurisdiction or jurisdictions, whether
                                    concurrently or not.



                                     -25-

<PAGE>

                      THE FIRST SCHEDULE ABOVE REFERRED TO

                                     PART I

EQUITY MARKETING HONG KONG, LTD. whose registered office is situate at Suite
Nos. 7-8, 16th floor of Tower 3, China Hong Kong City, 33 Canton Road,
Tsimshatsui, Kowloon, Hong Kong.

                               PART II - PREMISES

Suite Nos. 1,2,3 and 4 on the 18th Floor of Tower 6 of China Hong Kong City,
China Ferry Terminal, Canton Road, Kowloon which for the purposes of
identification only is shown on the Floor Plan annexed hereto and thereon
coloured Pink.

                                 PART III -TERM

Three years commencing from the 1st day of September 1997 to the 31st day of
August 2002 (both days inclusive).

                                 PART IV - USER

To use or occupy the said premises or any part thereof solely and exclusively
for the purpose of office which shall not be changed without the previous
written consent of the Landlord and in particular not to use or permit the same
to be used for domestic purpose or for shops or as sleeping quarters and not to
allow any person to remain in the said premises overnight.

                                PART V - DEPOSIT

The deposit subject to increase in accordance with Clause 3 (a) (vi) of this
Agreement shall be HK$473,700.00.


                                     -26-

<PAGE>

                      THE SECOND SCHEDULE ABOVE REFERRED TO

                                     PART I

                          PARTICULARS OF THE SAID RENT

The said rent throughout the said term hereby created shall be HK$126,432.00 per
calendar month payable in advance on the first day of each and every calendar
month.

                                     PART II

                            PARTICULARS OF SURCHARGES

The monthly surcharge to cover the costs of building management and
air-conditioning throughout the said term subject to increase in accordance with
clause 3 (a)(iv) of this Agreement shall be HK$31,468.00 per calendar month
payable in advance on the first day of each and every calendar month.


                                     -27-

<PAGE>

                      THE THIRD SCHEDULE ABOVE REFERRED TO

                              RULES AND REGULATIONS

1.       Plumbing fixture shall be used only for the purposes for which they
         were constructed. No sweepings rubbish rags or other alien substances
         shall be deposited therein. All costs for making good damage resulting
         from any misuse of the plumbing fixtures shall be borne by the Tenant.

2.       No Tenant shall drill into or in any way deface part of the said
         premises or the said building. No drilling shall be permitted save with
         prior written approval of the Landlord and as the Landlord may direct.

3.       Save with prior written consent of the Landlord, which consent will not
         normally be granted, no flagholes or aerials shall be erected, and no
         flags shall be flown from windows or elsewhere in or upon the said
         building.

4.       Each Tenant must upon the termination of his tenancy restore to the
         Landlord all keys of offices and toilet rooms used by the Tenant.

5.       All removals or the carrying in or out of furniture or bulky matter of
         any description must take place after office hours and during the hours
         which the Landlord or his agent may determine from time to time. The
         Landlord reserves the right to exclude goods from the said building
         which violate any of these Rules and Regulations or the Agreement of
         which these Rules and Regulations are a part.

6.       No Tenant nor any of the Tenant's servants employees agents visitors or
         licensees shall bring into any passenger lift in the said building any
         goods effects chattels luggage bulky parcels food trays tiffin carriers
         or other space-occupying items and the Tenant shall ensure that such
         items are restricted to the designated lift.

7.       No Tenant shall do or permit to be done in the said premises or any
         part thereof any act which shall or might subject the Landlord to any
         liability or responsibility for injury to any person or to property.

8.       Windows shall remain closed or locked save in an emergency such as fire
         or break-down of the air-conditioning system and the reasonable extent
         necessary to enable the Tenant to clean the same.

9.       Canvassing touting and peddling in the said building is prohibited and
         each Tenant shall co-operate to prevent the same.

10.      Save with the prior written consent of the Landlord, which consent will
         not normally be granted, no cooking or preparation of food shall be
         permitted by any Tenant in the said premises. No Tenant shall permit
         any unusual or objectionable odours to be produced

                                     -28-

<PAGE>

         upon or to permeate from the said premises.

11.      Not to do or permit or suffer anything in the said premises or in the
         said building which may be or go to be a nuisance or annoyance to the
         Landlord or any other Tenants or occupiers thereof or of any adjoining
         building or affect the reputation of the said building as a high class
         office building.

12.      The Tenant shall no install in the said premises any partitioning other
         than the supplied or approved by the Landlord.

13.      Not to keep or permit or suffer to be kept upon any part of the said
         premises any lives-stocks or animals and to carry out such pest control
         for the said premises upon the request by the Landlord for the said
         premises via nominated pest control companies at the Tenant's expense.

14.      All blinds and/or curtains used within the said premises shall conform
         externally to standard colour and design and such blinds and/or
         curtains shall be approved by the Landlord so as to preserve a uniform
         external appearance.

15.      The Tenant shall not carry on or permit or suffer to be carried on in
         or upon the said premises or any part thereof any trade or business
         which the Landlord shall in its absolute discretion regard as dangerous
         noxious noisy or offensive.


                                     -29-

<PAGE>

                      THE FOURTH SCHEDULE ABOVE REFERRED TO

                                SPECIAL CONDITION

1.       The Landlord shall carry  out the following items on an one time
         basis: -

         -        provide new carpet for the said premises;

         -        replace ceiling tiles in the said premises;

         -        replace light boxes and ceiling grids in the said premises;

         -        clean/repair the fan coil units in the said premises;

         -        provide additional fan coil units in the premises;


2.       Save and except the above mentioned items, the said premises shall be
         handed over to the Tenant in a bare shell condition.

3.       Notwhithstanding anything hereinbefore written, the Tenant shall be
entitled, during the period from 1st September 1999 to 30th November 1999
(both days inclusive) of the term of the tenancy to occupy the said premises
free of rent for fitting out purposes, Provided that if the Tenant shall have
observed and performed the terms of this Agreement, the Tenant shall have
another rent free period from 1st July 2002 to 31st August 2002 (both days
inclusive). Provided that during the said rent free periods, all the rates,
Service Charged, Government Rent, electricity, water charges and all other
outgoings payable in respect of the said premises shall be borne by the
Tenant absolutely.

4.       Upon completion of the fitting out work in the said premises, the
Tenant shall at its own expense remove all debris and rubbish resulting from
such fitting out work to the location designed by the Landlord or its
authorised agents.

                                     -30-

<PAGE>


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


SIGNED by Lawrence Chong Koo Seong          )
of Sino Real Estate                         )     (Signed by Sino Real Estate
Agency Ltd., a company duly                 )     Agency Ltd.)
Authorised by the Board of                  )
Directors of the Landlord                   )     /s/ Lawrence Chong Koo Seong
                                            )
for and on behalf of the Landlord           )         Agent for the landlord
whose signature is verified by :-           )         for the sole purpose of
                                                      execution of this
/s/ Debbie Cheung Fong                                Agreement

Cheung Fong, Debbie
Solicitor, Hong Kong SAR
Messrs. Baker & McKenzie

SIGNED by Wong Cho Kuen, Simon              )
                                            )
for and on behalf of the Tenant             )   (signed by Equity Marketing
in the presence of :-                       )   Hong Kong by Mr. Wong Cho Kuen)



             (Signed by Chan So Ping            /s/ Simon Wong
                 G547826(9))




R E C E I V E D the day and year first above)
written of and from the    Tenant the sum of)     (Signed by Sino Real Estate
HONG KONG DOLLARS FOUR HUNDRED              )     Agency Ltd.)
SEVENTY THREE THOUSAND AND SEVEN            )
HUNDRED being the above mentioned deposit   )     /s/ Lawrence Chong Koo Seong
to be paid by the Tenant to the Landlord    )
from the previous Tenancy Agreement         )         Agent for the landlord for
                                                      the sole purpose of
                                                      execution of this
                                                      Agreement

                                                  HK$473,700.00

<PAGE>

                                   TOWER 6

          [FLOOR PLANS OF FLOORS 8TH, 9TH, 10TH-16TH, 17TH AND 18TH]