EXHIBIT 10.26


THIS LEASE is made the 15th day of December Two thousand  (2000)  Between SINPAC
INVESTMENT PRIVATE LIMITED, a company  incorporated in the Republic of Singapore
and having its registered office at 111 North Bridge Road,  #28-01/04  Peninsula
Plaza, Singapore 179098, (hereinafter called "the Lessor" which expression shall
where the context so admits include its successors  assigns and the  reversioner
whether  person,  company or body  corporate or  incorporate  for the time being
entitled to the reversion immediately expectant on the determination of the term
hereinafter  created)  of the one part and  POPSTAR  COMMUNICATIONS  PTE LTD,  a
company  incorporated  in the  Republic of Singapore  and having its  registered
office  at  133  New  Bridge  Road  #25-04  Chinatown  Point,  Singapore  059413
(hereinafter  called "the Lessee"  which  expression  shall where the context so
admits include the Lessee's successors,  personal  representatives and permitted
assigns) of the other part.


WHEREBY IT IS AGREED as follows:-

1.   In  consideration  of  the  deposit,  rent,  service  charge  and  Lessee's
     covenants hereinafter reserved and contained the Lessor hereby demises unto
     the Lessee ALL THAT premises  (hereinafter  called "the Demised  Premises")
     more  particularly  described in the Schedule  hereto and being part of the
     building known as APEX TOWER, Singapore (hereinafter called "the Building")
     TOGETHER with (but to the exclusion of other liberties,  easements,  rights
     or advantages) :-

     (i)  the right for the Lessee and others duly  authorized by the Lessee (in
          common  with the Lessor  and all other  persons  entitled  to the like
          right) of ingress  and egress to and from the Demised  Premises  along
          and through the common entrances, landings, lifts, staircases, lobbies
          and  passages  of the  Building,  such  rights  being  only  so far as
          necessary and so far as the Lessor can lawfully grant;

     (ii) the right to use all drains,  sewers,  channels and water  courses and
          water, telephone and electric conduits, mains, pipes, wires and cables
          or  conducting  media and all or any other  services  now or hereafter
          provided for the Demised  Premises and made in, on or over the Demised
          Premises and the  Building for the passage of water and sewerage  from
          the water,  electricity  and other  services  to and from the  Demised
          Premises, all such rights to be so far as is necessary for the use and
          enjoyment  of the Demised  Premises  and in common with the Lessor and
          all  others so  authorized  by the  Lessor  and all other  persons  so
          entitled thereto;

     (iii)the right for the Lessee and others duly  authorized  by the Lessee to
          use such toilet  facilities in the Building as may be allocated to the
          Lessee  by the  Lessor  from  time to time  with the  right of  access
          thereto  but that such use shall be in common  with the Lessor and all
          others so  authorized  by the  Lessor and all other  persons  entitled
          thereto;

     (iv) the right for the Lessee and all others so authorized by the Lessee to
          enjoy the  benefit of the  air-conditioning  system  installed  in the
          Building in common with the Lessor and all others so authorized by the
          Lessor and all other persons so entitled thereto;




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     EXCEPTING AND RESERVING :-

     (A)  unto the Lessor,  its  Lessees,  the  occupiers  for the time being of
          other parts of the  Building  and all others  entitled  thereto to the
          free and uninterrupted  use, passage and running of gas, water,  soil,
          electricity  and  other  services  from and to  parts of the  Building
          through and along all conduits, pipes, drains, channels, watercourses,
          sewers, wires, cables, flues, and other conducting media which are now
          or may hereafter during the term be in, through,  under, over or above
          the Demised Premises;

     (B)  unto the Lessor (acting by itself, its agents or any person authorized
          by it) by particular rights following namely :-

          (1)  the  right at any time but  (except  in case of  emergency)  only
               after prior  notice to the Lessee to enter (or in an emergency to
               break and enter) into the Demised Premises in order to :-

               (i)  inspect,  maintain,  clean, repair, amend, remove or replace
                    with  others  the said  pipes,  wires and  other  conducting
                    media;

               (ii) inspect and execute works in  connection  with any easements
                    or services for the benefit of any part of the Building;

               (iii)view the  condition  of or execute  works upon any  adjacent
                    premises in connection  with which there is hereby  reserved
                    also unto the  Lessor the right to build on or into any wall
                    of the Demised Premises;

               (iv) exercise any of the rights possessed by the Lessor under the
                    terms of this Lease,  the person  exercising any such rights
                    as aforesaid  making good all damage  thereby  caused to the
                    Demised Premises;

          (2)  the right to use or deal with any premises  adjoining or near the
               Demised  Premises or any part of the  Building  belonging  to the
               Lessor  in  such  manner  as  the  Lessor  may  in  its  absolute
               discretion think fit notwithstanding  that by so doing the access
               of light or air to the  Demised  Premises  or any other  liberty,
               easement,  right or advantage belonging to the Lessee may thereby
               be diminished or interfered with or  prejudicially  affected (but
               not so as to  interfere  unreasonably  with the  Lessee's use and
               enjoyment of the Demised Premises);

          (3)  the  right  to  enter  into  the  Demised  Premises  in  times of
               emergency or during fire drills  authorized  by the Lessor and/or
               obtain  access to any of the  routes  of  escape in the  Building
               (whether or not in existence at the date hereof).


     TO HOLD the  Demised  Premises  unto the Lessee for a fixed term of two (2)
     years commencing on the 1st day of February 2001 to the 31st day of January
     2003, both dates inclusive (hereinafter referred to as "the term") YIELDING
     AND PAYING therefor unto Lessor during the term and proportionately for any
     part of a month :-

     (i)  the monthly rent of Singapore Dollars One Thousand Four Hundred Ninety
          One and Cents Sixty Only (S$1,491.60)  (hereinafter called "the rent")
          plus Goods and  Services Tax  (hereinafter  called  G.S.T.)  levied at
          Singapore Dollars Forty Four and Cents Seventy Five Only (S$44.75) for
          the Demised Premises; and



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     (ii) the monthly service charge of Singapore Dollars Two Hundred Twenty Six
          Only (S$226.00) plus G.S.T.  levied at Singapore Dollars Six and Cents
          Seventy  Eight Only  (S$6.78)  being the  maintenance  fees and/or the
          contributions levied by the Management  Corporation for the time being
          of Strata  Title No.  562 of the  Building  (hereinafter  called  "the
          Management Corporation") in respect of the Demised Premises and as the
          Lessor  shall  have to pay to the  Management  Corporation  under  the
          Lessor's covenants hereinafter contained.

     The rent and the service  charges  making a total sum of Singapore  Dollars
     One Thousand Seven Hundred  Seventeen and Cents Sixty Only (S$1,717.60) and
     G.S.T.  levied at  Singapore  Dollars  Fifty One and Cents Fifty Three Only
     (S$51.53) shall be paid as follows :-

     (i)  The  first  payment  calculated  from  the  1st day of  February  2001
          (hereinafter  referred to as the Rent  Commencement  Date) to the 28th
          day of February  2001 shall be paid on or before the execution of this
          Lease;

     (ii) If the Rent  Commencement Date does not coincide with the first day of
          the calendar  month the second payment shall commence on the first day
          of the calendar month immediately following the Rent Commencement Date
          and shall be paid on or before the execution of this Lease;

     (iii)each  subsequent  payments  shall  be made on the  first  day of every
          succeeding month.

2.   The Lessee HEREBY COVENANTS with the Lessor as follows :-

     (1)  To pay to the Lessor on or before the  execution  of this Lease and to
          maintain  throughout  the term a sum  equivalent  to three (3) month's
          rent and  three  (3)  month's  service  charge  by way of  deposit  as
          security for the due observance  and  performance by the Lessee of all
          and singular the several  covenants and  conditions on the part of the
          Lessee  herein  contained  which  deposit shall not be deemed to be or
          treated as payment of rent or service charge by the Lessee

          Provided Always that if the Lessee

          (i)  shall duly carry on his/its  tenancy under this Lease to the full
               expiry of the fixed term (failing which the said deposit shall be
               subject to  forfeiture  by the Lessor in full as of right without
               prejudice to its rights under this agreement.) and

          (ii) shall duly perform and observe the said  covenants and conditions
               as aforesaid

          the  Lessor  shall  repay  the said  deposit  to the  Lessee  (free of
          interest)  subject to any  deductions  by the Lessor for any breach or
          non-observance  of any covenants  and  conditions on the Lessee's part
          herein  contained  and/or less all costs and  expenses  payable by the
          Lessee hereunder  without  prejudice to its rights under the agreement
          including but not limited to claiming loss and damages suffered by the
          Lessor as a result of breach or non  observance  of any  covenants and
          conditions on the Lessee's part.



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          Provided  further  that in the event the rent  and/or  service  charge
          shall be increased  the Lessee shall  forthwith  pay to the Lessor the
          difference  between the  equivalent  of three (3) months'  rent and/or
          three (3) months'  service  charge so increased and the original three
          (3) months' rent and three (3) months'  service  charge as  additional
          security.

     (2)  To pay :

          (a)  the rent,  service  charge  payable or  becoming  payable and the
               G.S.T. leviable during the term of this Lease; and

          (b)  any and all interest becoming payable pursuant to this Lease,

          at the times and in the manner in which the same are herein  expressed
          to be payable without any deduction.

     (3)  In the event of any  increase(s)  in the  maintenance  fee  and/or the
          contribution  levied by the  Management  Corporation in respect of the
          Demised Premises the Lessee shall pay to the Lessor additional service
          charge plus  additional  G.S.T.  leviable in each every month equal to
          such increase(s) in the maintenance fee and/or the contribution at the
          same time and in the same manner as hereinbefore  provided for payment
          of the rent and service  charge.  The Lessor shall serve notice of any
          such increase and the Lessee shall pay the  additional  service charge
          plus additional G.S.T. leviable in accordance with the statement as to
          such increase  annexed to the Lessor's  notice,  such  statement to be
          certified  by the  Lessor's  accountant  and shall be  accepted by the
          Lessee as final and  conclusive and such increase shall take effect as
          from the date specified in the said notice.

          In the event of the  imposition of any G.S.T.  or other tax or levy by
          the Government after the date of this agreement on the rent or service
          charge or any other  moneys  payable by the Lessee to the Lessor under
          this  agreement,  to pay the  amount  of such tax or levy  payable  in
          respect of such rent, service charge or other moneys, and in the event
          of any dispute as to such  amount,  the  certificate  of the  Lessor's
          accountant as to such amount shall be accepted as final.

     (4)  To pay for all utilities and  telephone  charges.  To pay or reimburse
          the Lessor for all rates,  charges and the like  (including any taxes)
          now or in the future  imposed in respect of water,  gas,  electricity,
          and any other services supplied and metered  separately to the Demised
          Premises and charged by the Public Utilites Board or other appropriate
          authority to the Lessee, and in the event such water, gas, electricity
          and any  other  services  supplied  to the  Demised  Premises  are not
          metered  separately to pay to the Lessor a  proportionate  part of the
          costs  thereof,  such  proportion  to be  calculated by the Lessor and
          notified in writing to the Lessee, such notification shall be accepted
          by the Lessee as final and  conclusive as to the amount payable by the
          Lessee.   In  the  event  of  the  Public  Utilities  Board  or  other
          appropriate authority responsible for the supply of electricity,  gas,
          water  and any  other  services  supplied  and  used  in the  Building
          increasing  the  rates  and/or  charges   therefor   (including  taxes
          thereon),  to pay to the Lessor a proportionate part of such increased
          costs,  such costs to be  calculated  by the Lessor  and  notified  in
          writing to the  Lessee,  such  notification  shall be  accepted by the
          Lessee as final and conclusive as to the amount payable by the Lessee.
          Provided  Always  that  nothing  herein   contained  shall  render  it
          obligatory  on the part of the  Lessor to install  separate  meters to
          measure the consumption of



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<PAGE>

          such  services as  aforesaid by the Lessee or to supply or cause to be
          supplied such services as aforesaid to the Demised Premises unless the
          Lessor expressly agrees to do so and the Lessee agrees to bear all the
          costs and expenses of such installation.

     (5)  Subject  to all  approvals  being  obtained  by the  Lessee  from  the
          relevant  government  authorities  to install at the Lessee's own cost
          and expense all electrical or other  appliances  including  telephones
          and teleprinters (as the Lessee may require) in such a manner that the
          wires  shall not run across the floor or ceiling or along the walls of
          the Demised  Premises but shall be concealed  and if running along the
          floor shall be concealed  in the  respective  ducts in the  underfloor
          trunking  and all such  works  shall be  carried  out by workmen of or
          engaged  by  the  Telecoms,   Singapore  or  such  other   appropriate
          authority,  or  in  the  absence  of  such  workmen,  by a  contractor
          appointed by the Lessee and approved by the Lessor.

     (6)  That before the Lessee  applies to the  Telecoms,  Singapore  or other
          appropriate  authority  for  the  installation  of  telephones  and/or
          teleprinters  the Lessee  shall  submit for the approval of the Lessor
          its  architect  or its engineer a plan  showing  where the  telephones
          and/or teleprinters are to be installed and if any underfloor trunking
          and/or  accessories  are  required by the Lessee  other than those (if
          any) already  provided by the Lessor,  the Lessor  shall  install such
          underfloor  trunking and/or  accessories and the Lessee shall bear the
          fees (if any) of the  Lessor's  architects  or  engineers  for vetting
          and/or  approving  such plan.  No wires shall be installed  within the
          duct  intended for the carriage of  telephone  wires and  teleprinters
          respectively other than those installed by the Telecoms,  Singapore or
          other  appropriate  authority or in the absence of such workmen,  by a
          contractor appointed by the Lessee and approved by the Lessor.

     (7)  To carry  within the  Demised  Premises at the  Lessee's  own cost and
          expense all or any of the  following  works as the Lessee may consider
          necessary :-

          (a)  partitioning within the Demised Premises;

          (b)  installation  of  all  necessary  electrical  wiring,   conduits,
               fixtures and  fittings  (apart from those  standard  fixtures and
               fittings, if any, supplied and installed by the Lessor);

          (c)  all mechanical works of any kind whatsoever;

          (d)  provision of carpets,  tiles (vinyl or otherwise) and other floor
               covering or finishes of whatever kind;

          (e)  where  water or gas (if  any) is to be  supplied  to the  Demised
               Premises,  installation  of water  and  other  pipes,  apparatus,
               fittings, fixtures and all necessary plumbing; and

          (f)  all alteration works relating to the existing  ceiling,  fixtures
               and fittings  (if any) for  lighting,  air-conditioning  and fire
               protection  devices  originally  supplied  and  installed  by the
               Lessor.

     (8)  To  cause  such  installations,  partitioning  and  other  works to be
          carried  out in the  Demised  Premises  in  accordance  with plans and
          specifications  that shall have received the prior written approval of
          the Lessor, its architects or engineers and the



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<PAGE>

          relevant government and/or statutory authorities.  Such installations,
          partitioning and other works shall only be effected :-

          (a)  in  the  case  of  any   mechanical,   electrical,   plumbing  or
               air-conditioning  works  or  installations   including  plumbing,
               installations  of fire protection  devices and  installations  of
               wiring, pipes, appliances, apparatus, fixtures and fittings, by a
               nominated contractor of the Lessor appointed by the Lessee;

          (b)  in all other cases by a  contractor  appointed  by the Lessee and
               approved by the Lessor,

          and in accordance with approved plans and specifications and under the
          supervision  of an architect  or engineer  nominated by the Lessor and
          appointed by the Lessee and the completion thereof shall be subject to
          approval by the Lessor,  its  architects  or engineers  and the Lessee
          shall not make any  additions,  alterations or renovations to the said
          installations,  partitions  and  other  works  except  with the  prior
          approval  in  writing  of  the  Lessor,   such   approval  not  to  be
          unreasonably  withheld.  The fees of any architect,  engineer or other
          consultant  employed  by the  Lessor for the  purpose of  considering,
          approving and supervising the plans, specifications, materials and all
          works  carried  out by the Lessee  and all other  costs,  charges  and
          expenses incurred by the Lessor in connection therewith shall be borne
          by the Lessee and paid by the Lessee to the Lessor on demand. No delay
          in  carrying  out  and  completing  all or  any of the  installations,
          partitioning and other works (including installation of telephones and
          teleprinters)  in or at the Demised  Premises,  whether  caused by any
          governmental  and/or  statutory  authorities or otherwise,  shall be a
          ground for postponing the  commencement  of the term or relieve in any
          way the Lessee from the  performance  and observance of the covenants,
          conditions,  stipulations  or agreements  herein  contained and on the
          Lessee's part to be performed and observed.

     (9)  Not to commit or permit waste and not to cut, remove,  divide,  damage
          or injure the Demised  Premises or any part  thereof or the  ceilings,
          walls floors,  principal  girders or structure of the Demised Premises
          and the Building and not to make or permit to be made any  alterations
          or  additions  that will  prevent  the full and  unrestricted  use and
          benefit of the air-conditioning  system to other parts of the Building
          and not to make or permit to be made any  alterations  in or additions
          to  the  Demised  Premises  or any  part  thereof  or to the  Lessor's
          fixtures,  fittings  and  decorations  therein  without  having  first
          obtained  the written  consent of the Lessor  (such  consent not to be
          unreasonably  withheld)  and upon such  conditions  as the  Lessor may
          impose  and in the  event  such  consent  is given to carry out at the
          Lessee's own cost and expense such  alterations  of additions and upon
          the expiration or sooner determination of the term if requested by the
          Lessor the Lessee  shall  remove at the  Lessee's own cost and expense
          all such  alterations in or additions to the Demised  Premises whether
          constructed by the Lessee or by any previous  lessees so as to restore
          the Demised Premises to its bare state and condition.

     (10) At the Lessee's own cost and expense to keep and maintain the interior
          of the Demised Premises including the flooring and interior plaster or
          other  surface  material  or  rendering  on  walls,  ceilings  and the
          Lessor's  fixtures,  fittings therein  including  without limiting the
          generality  of the foregoing all doors,  windows,  locks,  fastenings,
          electric wires and installations and fittings for light and power in a
          clean and good state of tenantable repair and condition (fair wear and
          tear excepted) and to



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          make good to the  satisfaction  of the Lessor  any damage or  breakage
          caused to any part of the Demised  Premises and/or the Building and/or
          to the Lessor's  fixtures and  fittings by the  transportation  of the
          Lessee's  goods or  effects  or as a  consequence  of any  neglect  or
          malicious act or default or  negligence  of the Lessee its  employees,
          servants, contractors,  agents, visitors, invitees or licenses and not
          to substitute or replace any external  window to the Demised  Premises
          and the  Building  but upon any  window  becoming  damaged,  broken or
          defective to give notice to the Lessor. The Lessee hereby agrees :-

          (a)  to reimburse the Lessor the costs of replacing all windows broken
               or damaged by the  negligence  or malicious act or default of the
               Lessee or its employees, servant, contractors,  agents, visitors,
               invitees or licensees;

          (b)  to  preserve  and protect the fire  detection  and fire  fighting
               installations  and devices  within the Demised  Premises  against
               possible damage or unauthorized interference and the Lessee shall
               and does hereby indemnify and hereby keeps indemnified the Lessor
               in full  from and  against  all  proceedings  costs,  claims  and
               damages arising from all damage thereto;

          (c)  to be wholly  responsible  for any damage or injury caused to any
               person whomsoever directly or indirectly through the defective or
               damaged  condition  of any part of the  interior  of the  Demised
               Premises  and to make good the same by payment or  otherwise  and
               the Lessee  shall and does  hereby  indemnify  the Lessor in full
               from  and  against  all  claims,   demands,   actions  and  legal
               proceedings  whatsoever  made upon the  Lessor  by any  person in
               respect thereof.

     (11) To keep and  maintain at the Lessee's own cost and expense the Demised
          Premises  and every part thereof  clean and in the fullest  reasonable
          hygienic condition and to keep all pipes,  drains,  basins,  sinks and
          water  closets,  if any, in the Demised  Premises clean and unblocked,
          and to employ or continue to employ  only the  cleaning  contractor(s)
          nominated by the Lessor to carry out the cleaning  work in the Demised
          Premises  including the cleaning of the windows thereof.  Any cleaning
          contractor(s)  employed by the Lessee for the purpose  hereof shall be
          at the cost and expense and sole  responsibility of the Lessee and the
          Lessor shall not be liable for any misconduct or negligence or default
          of such cleaning contractor(s).

     (12) To allow the person(s) for the time being responsible for the cleaning
          of the Building and his or their servants, workmen, employees, agents,
          contractors and  sub-contractors,  free ingress and egress to and from
          the Demised  Premises  for the purpose of cleaning the exterior of the
          windows thereof during business hours.

     (13) Forthwith to give notice to the Lessor or its building  supervisor  of
          any damage that may occur to the Demised  Premises  and of any damage,
          accident to or defects in the water  pipes,  gas,  electrical  wiring,
          air-conditioning  ducts  or any  other  fittings,  fixtures  or  other
          facility provided by the Lessor.

     (14) (a)  To permit the Lessor and/or the Management Corporation and its or
               their duly  authorized  agents with or without workmen and others
               and with or without  appliances  and materials at all  reasonable
               times to enter upon the Demised  Premises or any part  thereof to
               examine the state and conditions thereof and to do such works and
               things as may be required for any repairs,



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               rectifications,   alterations  or  improvements  to  the  Demised
               Premises or any other part or parts of the Building; and

          (b)  Forthwith  to repair,  mend and make good in a proper and workman
               like  manner  any  defect  for which the  Lessee is liable and of
               which  written  notice shall be given by the Lessor to the Lessee
               or left on the Demised  Premises and to pay the Lessor's costs of
               survey or  otherwise  in respect of the  preparation  of any such
               notice,  and if the Lessee  shall not within  fourteen  (14) days
               after the  service of such  notice  proceed  diligently  with the
               execution  of such  repairs  or works,  then the Lessor may enter
               upon the Demised  Premises  and execute such repairs or works and
               the  costs  thereof  shall be a debt due from the  Lessee  to the
               Lessor and shall be paid by the Lessee  within  seven (7) days of
               the Lessor notifying the Lessee of the amount thereof.

     (15) At all times to use and occupy the Demised  Premises only as an office
          in  connection  with  the  Lessee's  business  and not  for any  other
          purpose.

     (16) Not to store or bring upon the Demised  Premises  or any part  thereof
          arms,   ammunition   or  unlawful   goods,   radio-active   materials,
          gun-powders, salt-petre, chemicals, petrol, kerosene, gas or any goods
          or things  which in the  opinion of the  Lessor  are of an  obnoxious,
          dangerous  or  hazardous  nature  or  any  explosive,  inflammable  or
          combustible  substance  and not to place or leave in the  entrance  of
          stairways, passages or corridors, lobbies or other common parts of the
          Building any boxes or rubbish or otherwise  encumber the same Provided
          Always that if any combustible or inflammable  materials are stored in
          the Demised  Premises or any part  thereof with the consent in writing
          of the Lessor any increase in the premium for fire or other  insurance
          as may have been taken out by the Lessor shall be borne by the Lessee.

     (17) Not to use and not to permit to be used the  Demised  Premises  or any
          part  thereof  for any  unlawful  or immoral  purpose and not to do or
          permit to be done any act or thing  which may be or become a nuisance,
          disturbance,   inconvenience   or  annoyance  to  or  give  cause  for
          reasonable  complaint  from the occupants of adjoining  premises or of
          other  parts of the  Building  or of  other  buildings  adjoining  the
          Building.

     (18) Not  without  the prior  written  consent  of the Lessor to permit the
          vendors of food or drink or the  servants or agents of such vendors to
          bring to or onto the Demised  Premises or any part thereof or onto the
          Building  or any part  thereof  food or drink for  consumption  by the
          occupiers  or others in the  Demised  Premises  save and except in the
          case of the  contractor  (if any) who has been  given the right by the
          Lessor to provide a food and drink  service for the  occupiers  of the
          Building.

     (19) Not to use the Demised Premises or any part thereof or permit the same
          to be used as a laboratory  or as a workshop or for the cooking or the
          preparation  or storage of food or to permit or suffer anyone to sleep
          reside therein,  and to ensure that all doors of the Demised  Premises
          are  securely  fastened  and  locked  at all  times  when the  Demised
          Premises are not occupied or remain unattended.

     (20) Not to cover or darken or obstruct or permit to be covered or darkened
          or  obstructed  in any manner or by any  article or thing  (other than
          curtains or blinds  approved by the Lessor) the windows  sky-lights or
          ventilating shafts or air inlets or outlets which



                                                                               8
<PAGE>

          reflect  or  admit  light  or  enable  air to flow  into or out of the
          Demised  Premises or any part of the  Building and to keep the Demised
          Premises  well  and  sufficiently  lighted  throughout  the  hours  of
          business of the Building.

     (21) Not to permit or cause the  placing  or  parking  of  bicycles,  motor
          cycles or scooters,  trolleys and other  wheeled  vehicles  and/or the
          stocking, storage, placing, leaving or littering of goods or things in
          the  common  parts of the  Building,  the  entrances,  halls  lobbies,
          staircases,  corridors,  passage-ways,  pavements  and the car parking
          areas and to keep all such internal and external parts of the Building
          clear and free of all obstruction at all times.

     (22) Not to permit or carry on any sale by auction  in or upon the  Demised
          Premises or any part of the Building.

     (23) Not to place or take  into the  passenger  lifts of the  Building  any
          baggage,  furniture,  parcels,  sacks,  bags,  heavy or bulky articles
          goods or  merchandise  without prior  approval of the Lessor save only
          such light articles as brief-cases,  attache cases and handbags and to
          use only the service  lifts and the places in the Building  designated
          by  the  Lessor  for  the  transportation  loading  and  unloading  of
          furniture,  equipments,  machinery and other heavy or bulky  articles,
          goods or merchandise.

     (24) Not to bring or allow to be brought  onto the Demised  Premises or any
          parts of the Building used in common with the Lessor other tenants and
          occupiers of the other parts of the Building any machines or machinery
          save and except  typewriters and such other auxiliary office equipment
          as are required  for the purpose of the  Lessee's  business and not at
          any time to bring, load or permit to suffer to be brought or loaded on
          any part of the floors of the  Building  or the Demised  Premises  any
          heavy machinery,  cabinets,  safes,  equipments or goods with a weight
          greater  than  2.5kn/sm  and in no event  shall  any  such  machinery,
          cabinets,  safes,  equipment  or goods be of such nature or size as to
          cause or in the opinion of the Lessor be likely to cause structural or
          other damage to the floor or walls or any part of the Demised Premises
          or any part of the Building and the Lessee shall when  required by the
          Lessor  distribute  the load on any part of the  floor of the  Demised
          Premises in accordance  with the  directions  and  requirement  of the
          Lessor and in the  interpretation and application of the provisions of
          this  sub-clause  relating  to loading the  decision of the  Surveyor,
          Architect  or Engineer of the Lessor  shall be final and binding  upon
          the Lessee.

     (25) Not to erect,  attach,  affix, paint or otherwise exhibit or permit to
          be erected,  attached,  affixed,  painted or otherwise exhibited to or
          upon any part or on the  exterior  of the  Demised  Premises  or on or
          through  the  windows or doors  thereof or in or about any part of the
          Building  without the prior written consent of the Lessor any notices,
          signboard,  announcement,  placard, poster, advertisement,  nameplate,
          flag, flagstaff,  air-conditioning unit, or any other thing whatsoever
          save except the  Lessee's  nameplate  or  signboard of a size form and
          character as shall be approved in writing by the Lessor,  such consent
          not to be  unreasonably  withheld.  The costs for making the signboard
          shall be borne by the Lessee and placed at a spot to be  indicated  by
          the Lessor.

     (26) To keep the  windows of the Demised  Premises  closed at all times and
          not to erect or install  any sign,  device,  furnishing,  ornament  or
          object which is visible from outside



                                                                               9
<PAGE>

          the  Demised  Premises  or the street or from any other  building  and
          which,  in the opinion of the Lessor,  is  incongruous or unsightly or
          may detract from the general appearance of the Building.

     (27) To install and  maintain at the  Lessee's  own cost and expense at all
          times curtains/blinds of the type and colour approved by the Lessor in
          writing  for all the  windows  of the  Demised  Premises  and  save as
          aforesaid, not to install or cause to be installed any blinds, shades,
          awnings,  window  ventilators,   air-conditioners  and  other  similar
          fittings or fixtures in or upon the Demised  Premises and visible from
          outside the Demised premises.

     (28) Not to assign,  underlet  or  otherwise  part with  possession  of the
          Demised  Premises  or any  part  thereof  for any term  whatsoever  or
          whereby any person,  company or body  corporate or  incorporate  not a
          party to this  Lease  obtains  the use or  possession  of the  Demised
          Premises or any part thereof  irrespective or whether or not rental or
          other  consideration  is paid or  given  for  such  use or  possession
          without the previous consent in writing of the Lessor and such consent
          if given may be on conditions as the Lessor in its absolute discretion
          may  impose  and all such  conditions  shall be  complied  with at the
          Lessee's  own cost and expense and the Lessee  shall ensure that every
          assignment  or  underlease or sharing shall include a similar form all
          the covenants, conditions, stipulations or agreements herein contained
          and on the Lessee's part to be performed and observed.

     (29) Not to do or permit or suffer to be done  anything  whereby the policy
          or policies of insurance  effected by the Lessor and/or the Management
          Corporation on the Demised  Premises and the Building  against loss or
          damage by fire or other  risks may become  void or voidable or whereby
          the rate of the premium  thereof may be increased and to make good all
          damage suffered by the Lessor and to repay to the Lessor all sums paid
          by the Lessor by way of increased  premiums and all expenses  incurred
          by the  Lessor  in or about any  renewal  of such  policy or  policies
          rendered necessary by a breach or non-observance of this covenant.

     (30) The Lessee shall and does hereby  indemnify  and keep  indemnified  in
          full the Lessor from and against :-

          (a)  all claims, demands, writs, summons, actions, suits, proceedings,
               judgments orders, decrees, damages, costs, losses and expenses of
               any nature  whatsoever in connection with loss of life,  personal
               injury  and/or  damage  to  property  arising  from or out of any
               occurrences in upon or at the Demised  Premises or the use of the
               Demised Premises or any part thereof or any act or deed or breach
               by or omission or  negligence  or default to of the Lessee or the
               Lessee's  employees,  servants,  contractors,  agents,  visitors,
               invitees or licensees;

          (b)  all claims, demands writs, summons,  actions, suits, proceedings,
               judgments, orders, decrees, costs, expenses, losses and damage of
               any  nature  whatsoever  (including  all loss and  damage  to the
               Demised  Premises,  the Building and all property  therein) which
               the Lessor may suffer or incur arising from or caused directly or
               indirectly  by the  Lessee,  the  Lessee's  employees,  servants,
               contractors,  agents,  visitors,  invitees or licensees including
               but without limiting the generality of the foregoing arising from
               or caused directly or



                                                                              10
<PAGE>

               indirectly by the use or misuse,  waste or abuse of water, gas or
               electricity or faulty fittings or fixtures of the Lessee.

     (31) [To effect and keep current at all times during the term and during
          period of holding over an adequate public  liability  insurance policy
          (which  shall be taken out with an insurance  company  approved by the
          Lessor)  for an amount not less than  Singapore  Dollars  One  Million
          (S$1,000,000.00) in respect of the Demised Premises;

          and to  produce  to the  Lessor on demand  the said  policies  and the
          receipts for payment of premium in respect thereof.] (THE PROCEEDING
          BRACKETED PORTION STRUCK OUT IN ORIGINAL.)

     (32) At all  times  during  the term to  comply  with  promptly  and at the
          Lessee's own cost and expense all such  requirements as may be imposed
          on the  occupier of the  Demised  Premises  by any  ordinance,  Act of
          Parliament  or statute  now or  hereafter  in force and any  bye-laws,
          orders,  rules,  regulations,  requirements and notices thereunder and
          the Lessee shall and does hereby indemnify and hereby keep indemnified
          the Lessor in full from and against all  claims,  liabilities,  fines,
          penalties or other expenses of whatever  nature which may fall upon or
          be incurred or suffered by the Lessor by reason of any  non-compliance
          of the Lessee.

     (33) Should the Lessee receive any notice, order,  requisition or direction
          from  Government  or any  competent,  statutory,  public or  municipal
          authority with respect to the Demised Premises to give notice and full
          particulars thereof forthwith in writing to the Lessor.

     (34) To  observe  and  perform  and to cause  all the  Lessee's  employees,
          servants,  contractors,  agents,  visitors,  invitees and licensees to
          observe and perform all the rules and  regulations  made by the Lessor
          and/or the Management  Corporation from time to time under Clause 4(6)
          hereof Provided Always that the Lessor and the Management  Corporation
          shall  not be liable to the  Lessee in any way for  violation  of such
          rules  and  regulations  by any  person  including  other  tenants  or
          occupiers of the  Building or the  employees,  servants,  contractors,
          agents, visitors, invitees or licensees thereof.

     (35) At the expiration or sooner determination of the term (unless renewed)
          to yield  up the  Demised  Premises  with the  fixtures  and  fittings
          thereof  (other than such Lessee's  trade  fixtures as shall belong to
          the Lessee),  unless required by the Lessor to be removed, in good and
          tenantable  repair and condition  (fair wear and tear excepted) to the
          Lessor  together  with all locks and keys to the Demised  Premises and
          all doors  therein,  and if so required by the Lessor to remove all or
          any of the letterings,  internal  partitions,  fittings,  fixtures and
          installations of the Lessee and/or any other previous  Lessee/owner of
          the Demised  Premises which are present at the Demised Premises at the
          commencement of this Lease,  as are specified by the Lessor,  from the
          Demised Premises and to reinstate all  air-conditioning  installations
          or  other  electrical  installations  to their  original  state to the
          satisfaction  of the Lessor,  its  architect,  engineer or consultant.
          Such removal and/or reinstatement shall be carried out :-

          (a)  in  the  case  of  any   mechanical,   electrical,   plumbing  or
               air-conditioning  works  or  installations  mentioned  in  Clause
               2(8)(a) hereof, by a nominated contractor of the Lessor appointed
               by the Lessee;



                                                                              11
<PAGE>

          (b)  and in all other cases,  by a contractor  appointed by the Lessee
               and approved by the Lessor;

          Such  removal  and/or  reinstatement  shall be  carried  out under the
          supervision of the Lessor's architect,  engineer or consultant and the
          Lessee shall pay for all fees and expenses (if any) of such architect,
          engineer or  consultant.  All damage  done to the Demised  Premises by
          such removal and/or  reinstatement shall be made good by the Lessee on
          or prior to the expiration or sooner  determination of the term and if
          the  Lessee  shall  fail to do so the  Lessor  may make  good all such
          damage at the Lessee's cost and expense. All cost and expense incurred
          by the  Lessor in such  removal  or  disposal  or in making  good such
          damage shall be paid by the Lessee to the Lessor within seven (7) days
          of the Lessor  notifying  the Lessee of the amount  thereof.  Provided
          always  that a  statement  by the  Lessor  of the  cost  and  expenses
          incurred  by the Lessor in  carrying  out any of the  aforesaid  works
          shall be final and binding on the Lessee.

     (36) To redecorate the Demised Premises to the satisfaction of the Lessor's
          architect, engineer or consultant for the time being immediately prior
          to the expiration or sooner determination of the term (unless renewed)
          and if the Lessee  shall fail to  redecorate  the Demised  Premises as
          aforesaid the Lessor may redecorate  the Demised  Premises and recover
          from the Lessee the cost and  expense  of such  redecoration  together
          with such rents,  service  charges and other  amounts which the Lessor
          would have been  entitled  to  receive  from the Lessee had the period
          within which such redecoration is effected by the Lessor been added to
          the term provided that such period to be added by the Lessor shall not
          exceed fifteen (15) days and the Lessee shall forthwith pay such costs
          of  redecoration  and rents and service charges to the Lessor upon the
          Lessor  notifying  the Lessee of the amount  thereof.  For the purpose
          hereof the term  "redecorate"  shall  include  but not  limited to the
          washing of the whole of the  interior  of the  Demised  Premises,  the
          painting of oil paint or emulsion paint or other appropriate treatment
          of all of the  internal  parts of the  Demised  Premises  previous  so
          treated  respectively,  and the  replacing  of all  ceilings and floor
          tiles  which in the  opinion of the  Lessor's  architect,  engineer or
          consultant for the time being are worn out fair wear and tear excepted
          or  damaged  and in need of  replacement  and  also  the  removal  and
          disposal of the Lessee's  rubbish and debris from the Demised Premises
          and the Building.

     (37) To pay all legal fees (including the Lessor's solicitors' charges on a
          solicitor and client basis) stamp duty and all other disbursements and
          out-of-pocket  expenses  incurred in the preparation and completion of
          this Lease,  and in connection  with any  assignment,  sub-letting  or
          surrender or other termination  thereof otherwise than by effluxion of
          time and any claim or legal  proceedings  which may be  brought by the
          Lessor  against the Lessee in  connection  with or arising out of this
          Lease, and all costs and expenses (including the Lessor's  solicitors'
          costs) and surveyor's fees incurred by the Lessor of and incidental to
          the service of all  notices  relating to want of repair to the Demised
          Premises and whether  served during or after the  expiration or sooner
          determination  of the term (but  relating in all cases to such want of
          repair  that  occurred  not  later  than  the   expiration  or  sooner
          determination of the term).

     (38) Not to change or in any way vary the existing  entrance  door provided
          or approved by the Lessor for access to the Demised  Premises  and not
          to install locks, bolts or other



                                                                              12
<PAGE>

          fittings to the said  entrance door  additional  to those  supplied or
          approved by the Lessor or in any way to cut or alter the said entrance
          door.

     (39) Not to use or permit to be used in the  Demised  Premises  or any part
          thereof  any  heating  or  cooking  devices  or any other  devices  or
          machines  which  may  interfere  with  the  efficient  running  of the
          air-conditioning  system, lift system, lighting or power system or any
          other electrical system or apparatus in the Building.

     (40) Not to :-

          (a)  throw,  place or allow to fall or cause or permit to be thrown or
               placed  in  the  light  areas,  lift  shafts,  toilets  or  other
               conveniences in the Building any sweepings,  rubbish, rags, waste
               paper or other  similar  substances,  and on demand to pay to the
               Lessor the costs of  repairing  any  damage to such light  areas,
               lift shafts, toilets or other conveniences arising therefrom;

          (b)  put into any refuse  chute any large or bulky  items or  articles
               which are likely to cause any blockage therein.

     (41) Not to affix or  caused to be  affixed  any alarm  system  door  bells
          hidden cameras or any other devices in or around the Demised  Premises
          without first obtaining the written consent of the Lessor.  In default
          thereof the Lessor shall cause same to be removed and put right at the
          expense of the Lessee.

     (42) Not to tout or permit its servants or agents to tout or use  freelance
          touts in the common areas of the Building.

     (43) To take all reasonable  precautions to keep the Demised  Premises free
          of rodents, vermin, insects, pests and animals.


3.   The Lessor HEREBY COVENANTS with the Lessee as follows :-

     (1)  So far as practicable and subject always to Clause 4(12) hereof and to
          the decisions of the Management Corporation, to provide for :-

          (a)  air-conditioning services during the hours of 8.00am to 6.00pm on
               weekdays and 8.00am to 1.00pm on Saturdays  (Sundays and Gazetted
               Public Holidays excepted);

          (b)  lift  services  available  for use by the Lessee and the Lessee's
               employees and visitors,  between the hours of 8.00am to 6.00pm on
               weekdays and 8.00am to 1.00pm on Saturdays  (Sundays and Gazetted
               Public Holidays excepted) Provided Always that at all other times
               the Lessor will  endeavor to keep one or more lifts in  operation
               but  nothing  contained  herein  shall  impose on the  Lessor any
               obligation so to do;

          (c)  electricity   for  the  lighting  of  the  passages,   corridors,
               staircases, water-closets and other common parts of the Building;

          (d)  water for the common  water-closets  and toilet facilities in the
               Building Maintenance Fees



                                                                              13
<PAGE>

     (2)  To pay the  maintenance  fees and/or the  contributions  levied by the
          Management  Corporation in respect of the Demised Premises for purpose
          of control,  management and  administration  of the common property of
          the  Building  and towards  defraying  expenses  and  outgoings of the
          Management  Corporation  including  the  provision  by the  Management
          Corporation of cleaning,  lighting,  upkeep,  maintenance or repair of
          any common parts of the Building and maintenance, upkeep and operation
          of services and amenities supplied or used in the Building.

     (3)  To pay all present and future rates, taxes,  assessments and outgoings
          imposed upon or in respect of the Demised Premises or any part thereof
          save and except such as are agreed to be paid by the Lessee under this
          Lease.

     (4)  To insure and keep insured the Demised  Premises  (excluding  fittings
          and fixtures  installed by the Lessee)  against loss or damage by fire
          or such  other  risks  as the  Lessor  may  deem  fit at the  Lessor's
          absolute discretion. Provided Always the Lessor shall not be under any
          obligation  whatsoever to insure or keep insured the Demised  Premises
          against  damage as  aforesaid  where the  Management  Corporation  has
          insured the Building  (including the Demised  Premises) against damage
          by fire and/or other risks.

     (5)  That the Lessee paying the rent and service charge hereby reserved and
          performing and observing the several  covenants and conditions  herein
          contained and on the Lessee's part to be performed and observed  shall
          peaceably hold and enjoy the Demised  Premises during the term without
          any interruption from the Lessor or any person lawfully claiming under
          or in trust for the Lessor.


4.   PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows :-

     (1)  If the rent hereby  reserved  and/or  service  charge and/or  interest
          and/or any moneys or any part thereof covenanted to be paid under this
          Lease  shall at any time be unpaid  for  fourteen  (14) days after the
          same shall have become due  (whether  formally  demanded or not) or if
          any covenant or condition on the Lessee's part herein  contained shall
          not be performed or observed or if the Lessee being a company shall go
          into  liquidation   whether  voluntarily  (save  for  the  purpose  of
          amalgamation or  re-construction)  or compulsorily or a receiver shall
          be  appointed  of its  undertaking,  property  or assets,  or being an
          individual  shall have a receiving  order or  adjudication  order made
          against the Lessee or if the Lessee  shall make any  arrangement  with
          creditors for  liquidation  of the Lessee's  debts by  composition  or
          otherwise or if any distress  execution or attachment  shall be levied
          on upon or issued against the Demised Premises or the contents thereof
          or any of the  property or assets of the Lessee then and in any one of
          the said  cases  it  shall be  lawful  for the  Lessor  or its  agents
          forthwith at any time thereafter to re-enter upon the Demised Premises
          or any part  thereof in the name of the whole and  thereupon  the term
          shall  forthwith  and  absolutely  cease  and  determine  but  without
          prejudice  to any right and  remedies  of the Lessor in respect of any
          rent and/or service  charge or of any antecedent or subsisting  breach
          of the Lessee's covenants and conditions herein contained.

     (2)  In addition and without prejudice to any other right,  power or remedy
          of the Lessor if the rent and/or the service charge hereby reserved or
          any  part  thereof  or  other  monies  due to  the  Lessor  under  the
          provisions of this Lease shall at any time remain unpaid



                                                                              14
<PAGE>

          for  fourteen  (14) days after the same shall have become due (whether
          formally  demanded or not) the Lessee shall pay to the Lessor interest
          thereon from the date on which such rent and/or  service charge and/or
          other  monies  fall due for  payment to the date on which the same are
          paid to day  basis at the rate of one per cent  (1%) per  month of the
          amount  outstanding and owing. The Lessor shall be entitled to recover
          such  interest  from  the  Lessee  as if such  interest  were  rent in
          arrears.

     (3)  The Lessee shall accept as final and  conclusive the floor area of the
          Demised Premises as specified in this Lease.

     (4)  The  Lessor  shall at all  times  and in all  cases  have the power to
          prescribe  the weight and proper  position  of all iron or steel safes
          and  other  heavy  machinery  and  equipment,  articles  or  goods  of
          whatsoever  kind in the  Demised  Premises.  Any damage  caused to the
          Demised  Premises  or any part  thereof  or the  Building  or any part
          thereof by the Lessee or by anyone on the Lessee's behalf while in the
          process  of or as a result  of or  connection  with  taking  or moving
          safes, machinery equipment,  furniture, goods and other articles shall
          be made good by the Lessee at the  Lessee's own cost and expense or if
          made good by the Lessor  shall be  recoverable  by the Lessor from the
          Lessee.  The Lessee  shall when  called  upon by the Lessor  forthwith
          reimburse  the  Lessor the costs  incurred  by the Lessor for the said
          damage.

     (5)  The  Lessor  shall so far as  practicable  keep the main  doors of the
          Building  open so as to provide the  Lessee's  employees  and visitors
          uninterrupted  access  Subject Always to the closure of the main doors
          of the  Building  at such  times as the Lessor  and/or the  Management
          Corporation in its or their own  discretion  shall think fit as may be
          promulgated in the rules and regulation in respect of the  maintenance
          and administration of the Building.

     (6)  The Lessor and/or the Management  Corporation  shall have the right at
          any time  and from  time to time to make,  add to,  amend,  cancel  or
          suspend any rules and regulations in respect of the Building as in the
          judgment of the Lessor and/or the  Management  Corporation  may at any
          time or from time to time be required for the management, safety, care
          and  cleanliness of the Building  and/or for the  preservation of good
          order therein  and/or for the  convenience of tenants and occupiers of
          the Building and all such rules and regulation are deemed to form part
          of this  Lease and  shall  bind the  Lessee  upon and from the date on
          which  notice in writing  thereof  is given by the  Lessor  and/or the
          Management Corporation to the Lessee. Where there is any inconsistency
          or conflict between the provisions of this Lease and the provisions of
          such rules and regulations the provisions of this Lease shall prevail.

     (7)  If the Demised  Premises or any part thereof shall any time during the
          term be damaged or destroyed by fire, act of God or other cause beyond
          the control of the Lessor so as to render the Demised  Premises or any
          part  thereof  unfit for  occupation  and use except  where  insurance
          monies are rendered  irrecoverable  in  consequence  of such damage or
          destruction  caused by the act or default or negligence of the Lessee,
          the  Lessee's  employee(s),   servant(s),   contractor(s),   agent(s),
          visitor(s),  invitee(s)  or  licensee(s)  the rent and service  charge
          hereby  covenanted  to be paid or a fair and just  proportion  thereof
          according  to the nature and extent of the damage  sustained  shall be
          suspended until the Demised  Premises or such part thereof shall again
          be rendered fit for  occupation  and use,  and any dispute  concerning
          this  sub-clause  shall  be  determined  by  a  single  arbitrator  in
          accordance  with  the  Arbitration  Act  (Cap.  10) or  any  statutory
          modification or re-enactment for the time being in force. Provided



                                                                              16
<PAGE>


          Always the  Lessor  may in its  absolute  discretion  decide  that the
          Demised  Premises are so badly damaged that the Demised  Premises need
          to be demolished  and rebuilt.  In such an event the Lessor may within
          ninety (90) days after such damage has been  sustained  give notice to
          the Lessee in writing of such  decision and  thereupon  the term shall
          forthwith  absolutely  cease and  determine  and the Lessee  shall (if
          still in occupation)  forthwith  vacate the Demised  Premises  without
          compensation  from the Lessor.  Provided  further  that any  insurance
          moneys  payable  in  respect of such  damage or  destruction  shall be
          wholly the  property  of the Lessor and that the Lessee  shall have no
          claim upon such insurance moneys.

     (8)  Notwithstanding  anything herein contained,  the Lessor shall have the
          right at all  times to  refuse  access to the  Building  or  otherwise
          control  such  access in respect of any person  whose  presence in the
          Building  might in the  judgment of the Lessor be  prejudicial  to the
          safety,  character,  reputation  and  interest of the Building and its
          tenants.

     (9)  Any  indulgence  or  extension  of time  granted  by the Lessor to the
          Lessee  and/or  any  oversight  by the Lessor  shall not  operate as a
          waiver of the Lessor's  rights  hereunder in respect of any continuing
          or subsequent  default breach or non-observance or  non-performance of
          the Lessee's  covenants and  conditions  herein  contained or so as to
          defeat or affect in any way the rights of the Lessor herein in respect
          of any such continuing or subsequent  default breach or non-observance
          or non-performance.

     (10) Any consent or waiver  expressed  or implied or given by the Lessor to
          or of any on breach of covenant, condition or duty of the Lessee shall
          be  construed  and shall  operate as a waiver or consent  only for the
          particular  to which it relates and shall not in any way be  construed
          or operate as a consent or waiver or release of another  breach of the
          same  nature or any of the other  covenant  conditions  or  provisions
          thereof, nor shall it be construed as dispensing with the necessity of
          obtaining  specific  written  consent of the Lessor in future  (unless
          expressly  so  extended)  and any such  consent  or  waiver  shall not
          prejudice in any way the right, powers and remedies of the Lessor.

     (11) The Lessee hereby agrees to occupy,  use and keep occupied the Demised
          premise at the sole risk of the Lessee and hereby releases the lessor,
          its agents, servants,  contractors,  invitees, employees and licensees
          from all  claims  and  demands  of every  kind for or in respect of or
          resulting or arising from any breakage, leakage, happening,  accident,
          damage,  loss or injury or  whatever  nature in the  Demised  Premises
          suffered  or  incurred or  sustained  by the Lessee  (whether to or in
          respect of the Lessee's  property) or the Lessee's  agents,  servants,
          contractors,  invitees,  visitors,  employees  and  licensees  and the
          Lessee   hereby   agrees  that  the  Lessor  its   agents,   servants,
          contractors,   invitees,   employees  and  licensees   shall  have  no
          responsibility or liability  whatsoever for or in respect or resulting
          or  arising  from any such  breakage,  leakage,  happening,  accident,
          damage, loss or injury.

     (12) Notwithstanding  anything  herein  contained  in this Lease the Lessor
          shall not be liable to the Lessee, nor shall the Lessee have any claim
          against the Lessor in respect of :-

          (a)  any interruption in any of the services and/or amenities provided
               by the  Management  Corporation  and/or  the  Lessor in or to the
               Demised Premises, the Building and/or for the consumption, use or
               benefit of the Lessee by



                                                                              16
<PAGE>

               reason  of any  repair or  maintenance  of any  installations  or
               apparatus or damage thereto or destruction thereof by fire water,
               riot, act of God or other cause beyond the Lessor's control or by
               reason  or  mechanical  or other  defect or  break-down  or other
               inclement  conditions  or shortage of manpower,  fuel,  material,
               electricity or water or by reason of labour disputes;

          (b)  any act,  omission,  default,  misconduct  or  negligence  of any
               watchman,   porter   attendant  or  other  servant  or  employee,
               contractor  or  agent  of  the  Lessor   and/or  the   Management
               Corporation in or about the performance or purported  performance
               of any duty or  obligation  of the  Lessor  under  this  Lease or
               relating to the provision of any services and/or amenities;

          (c)  any  damage,  injury or loss  arising  out of the  leakage of the
               piping,  wiring and sprinkler  system in the Building  and/or the
               structure of the  Building  and/or any  premises  (including  the
               Demised Premises) in the Building.

     (13) The Lessor and/or the Management  Corporation  shall have the right at
          any time  without  the same  constituting  an actual  or  constructive
          eviction of the Lessee,  and without  incurring  any  liability to the
          Lessee,  to change the  arrangement,  and/or  location  of  entrances,
          passage-ways,   doorways,  corridors,  landings,  staircases,  lobbies
          lifts,  toilets or any public or common parts of the Building,  or any
          services,  or  apparatus  serving the Building and to change the name,
          number or  designation  by which the  Building is known and the Lessor
          shall not be liable in damages or otherwise to the Lessee or be made a
          party to any  proceedings  in  respect  of any of the  matters  herein
          contained in this sub-clause.

     (14) In the event this Lease if not renewed to permit the Lessor at anytime
          during  the last  three  (3)  months  of the term  (if the  Lessor  so
          desires)  to affix or exhibit and to retain  without any  interference
          from the Lessee or any other  persons upon any  suitable  parts of the
          Demised  Premises  (but not so as  materially  to  interfere  with the
          access of light and air to the Demised  Premises)  and/or  outside the
          Demised  Premises or on the doors thereof a notice or notices  stating
          that the Demised  Premises  will be vacant and will be  available  for
          letting and the Lessee  shall  permit all  prospective  tenants of the
          Demised  Premises  accompanied  by a  representative  or  agent of the
          Lessor free  ingress to and egress  from the  Demised  Premises at all
          reasonable times for the purpose of viewing the Demised Premises.

     (15) Nothing herein  contained in this Lease shall confer on the Lessee any
          right to enforce any covenant,  agreement,  condition,  stipulation or
          provision  relating to any other  portions of the Building or limit or
          affect  the right of the  Lessor to deal  with the  same.  The  Lessor
          reserves  the right to impose  and vary any  terms and  conditions  in
          respect  thereof in any manner as the Lessor  shall  reasonably  think
          fit.

     (16) The Lessor  shall at the  written  request of the Lessee made not less
          than six (6)  months  before the  expiration  of the term and if there
          shall  not at the time of such  request  be any  subsisting  breach or
          non-observance  of any of the covenants and  conditions on the part of
          the Lessee  herein  contained and at the Lessee's own cost and expense
          grant to the Lessee a further term in respect of the Demised  Premises
          subject to the following conditions :-

          (a)  such  further  term  shall be for a period  of two (2) years at a
               rent to be agreed within the time stipulated under sub-clause (b)
               of this Clause but otherwise



                                                                              17
<PAGE>

               subject  to the  like  covenants  and  conditions  as are  herein
               contained in this Lease with the exception of this  provision for
               renewal;

          (b)  such  further  term shall be at a rent to be agreed upon  between
               the  parties  hereto not less than  three (3)  months  before the
               expiration of the term of the Lease; and

          (c)  the Lease (in  duplicate) in respect of such further term must be
               signed  by the  Lessee  at a date  not less  than two (2)  months
               before the expiration of the term of this Lease. For avoidance of
               any doubt,  there shall not be any  binding  lease  agreement  in
               respect of a further  term until the  execution  of the Lease for
               the further terms.

               PROVIDED  ALWAYS in the event of failure by the parties hereto to
               reach  agreement as to the rent within the period  stipulated  in
               sub-clause  (b) above and/or failure on the Lessee's part to sign
               the Lease for such further term within the period  stipulated  in
               sub-clause (c) above then this option shall immediately lapse and
               the Lessor shall be absolutely free of all obligations whatsoever
               to grant to the Lessee such further term.

     (17) The Lessor does not  expressly or  impliedly  warrant that the Demised
          Premises are now or will remain suitable or adequate for all or any of
          the  purposes  of the  Lessee  and all  warranties  (if any) as to the
          suitability  or adequacy of the  Demised  Premises  implied by law are
          hereby expressly negative.

     (18) The covenants, conditions and provisions herein cover and comprise the
          whole  of the  agreement  between  the  parties  hereto  and/or  their
          appointed  agents  and the  parties  hereto  appointed  agents and the
          parties  hereto  expressly  agree and declare that no further or other
          covenants,  conditions or provisions whether in respect of the Demised
          Premises or  otherwise  shall be deemed or be implied  herein to arise
          between the parties hereto by way of collateral or other  agreement by
          reason of any promise,  representation,  warranty or undertaking given
          or made by  either  party  hereto  to the  other  on or  prior  to the
          execution  hereto  and  the  existence  of  any  such  implication  or
          collateral or other agreement is hereby negative.

     (19) Any notice  under this Lease shall be in writing.  Any notice or other
          document in writing  required to be served,  delivered  or given under
          this Lease to the Lessee shall be  sufficiently  served,  delivered or
          given if left addressed to the Lessee on the Demised  Premises or sent
          to the Lessee by  registered  post or left at the Lessee's  last known
          address  in  Singapore  and any  notice or other  document  in writing
          required  to be  served,  delivered  or given  under this Lease to the
          Lessor  shall be  sufficiently  served  delivered  or given if sent by
          registered post to the Lessor's place of business in Singapore  and/or
          the Lessor's registered address.

     (20) In this Lease  unless  there is  something  in the  subject or context
          inconsistent  therewith  the  expressions  "the  Lessor"  included the
          successors  assigns and  reversioner  whether  person  company or body
          corporate or incorporate  for the time being entitled to the reversion
          immediately  expectant  on the  determination  of the  term  and  "the
          Lessee" includes the Lessee's successors personal  representatives and
          permitted  assigns  and words  importing  the  singular  number or the
          masculine  gender include the plural number or the feminine gender and
          vice  versa  and  where  two  or  more  persons  are  included  in the
          expression "the Lessee" all covenants and



                                                                              18
<PAGE>

          conditions  shall be binding on them  jointly  and  severally  and the
          expression  "the  Management  Corporation"  shall mean the  Management
          Corporation  for the time  being of the  Strata  Title No.  562,  APEX
          TOWER, Singapore.

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


THE SCHEDULE ABOVE REFERRED TO
------------------------------

ALL the office  unit on the 22nd  Storey of the  Building  known as APEX  TOWER,
Singapore 079905  containing an approximate  floor area of 452 square feet which
said unit is shown edged red on the plan annexed hereto and is known as 70 Anson
Road #22-05 Apex Tower Singapore 079905.



SIGNED BY                           ) SINPAC INVESTMENT PRIVATE LIMITED
for and on behalf of the            ) /s/ Ivan Chan
Lessor in the presence of :-        ) Ivan Chan, Authorised Signature
    Joan Toli


SIGNED BY                           )  POPSTAR COMMUNICATIONS PTE. LTD.
for and on behalf of the            )  /s/ John McDermott
Lessee in the presence of :-        )  on behalf of Thompson Chu, Director
    Cheng Siew Eng