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                                                                 Exhibit 10.61




                                  UNITED PLAZA





                            PRE-LEASE/LEASE CONTRACT







                                   NO: O-0037




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                                     NOTICE

1.    This contract is applicable to the pre-leases of commodity tenements and
      the leases signed and negotiated pursuant to the market rules that are
      locate inside Shanghai district, excluding those leases of public-owned
      residential tenements with the fixed rent prescribed by the municipality,
      administratively assigned tenements, welfare non-residential buildings
      invested by the government and privately-owned residential tenements at
      the fixed rent prescribed by the municipality before SHANGHAI HOUSE LEASE
      STATUTE (hereinafter referred to as THE STATUE) was put in force.

2.    Pre-lease is barely applicable to those commodity tenements invested and
      built by the land agents with pre-selling license. Whereas those commodity
      tenements that have been pre-sold shall not be available for pre-lease by
      the land agents, nor be pre-leased by the advance purchaser.

3.    [LEASE] and [PRE-LEASE] in all the articles of this contract are
      suggestive symbols, indicating that article shall be applied to lease or
      pre-lease. All the [LEASE] articles shall be applicable when the contract
      is for lease use, and all those "Concerning Pre-lease" supplementary
      articles to the [PRE-LEASE] articles shall be applicable when the contract
      is for pre-lease use. Other articles without a [ ] mark shall be
      applicable to either situation as general articles.

4.    If the contract is for pre-lease use, both parties of the pre-lease shall
      sign a Transfer Letter of Commodity tenements Use after the land agent
      finishes initial land registration and obtains Real Estate Certificate
      upon the completion of the house. All the pre-lease articles shall lapse
      when the above-mentioned Transfer Letter take effect.

5.    The text of this contract is a trial demonstration made by Shanghai Land
      Resource Bureau and Shanghai Commercial and Industrial Bureau pursuant to
      THE STATUTE. Articles are all suggestive ones, available for both parties
      to choose for use. Should this contract be found inadequate, amendants or
      supplements may be made through mutual consent.

6.    Before signing the contract, lessee shall display Real Estate Certificate
      and other concerning right certificates to leaser, and land agent shall
      display preselling license to advance purchaser. Both parties shall verify
      the identity of the opposing party under either circumstance. Leaser, if
      from outside the city, shall display Public Security License for House
      Lease issued by police.

7.    In 15 days after signing this contract, both parties shall register for
      records. For house lease, both parties shall register to the local real
      estate exchanging center or Farm System Office and apply for a record
      proof of registration for house lease contract. For pre-lease of commodity
      tenements, both parties shall register to the Municipal Real Estate
      Exchanging Center for records if the leasehold is for foreign sale, and
      register to the local Real Estate Exchanging Center for records if the
      leasehold is for domestic sale. Both parties shall contract for the usage
      transfer of the pre-leasehold after obtaining the Real Estate Certificate
      upon the completion of the tenements, then register to the




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      local Real Estate Exchanging Center or Farm System Office for records and
      obtain the proof of that. Should any breach of contract resulting from
      overlaps of pre-lease or lease, transfer or mortgage of lease during the
      lease term happen, the proof may be use to confront the third party.

8.    In the event that one party requests to register for records whereas the
      other party is quite reluctant to provide necessary cooperation, the
      requesting party may register for records with the contract, valid
      identity certification and other necessary documents.

9.    House lease deposit is a guarantee to perform in accordance with the
      contract. Lessee may collect a certain amount of money (detailed amount
      decided by both parties) as deposit from leaser with mutual consent. The
      deposit shall be used to take out all the fees due to the leaser when
      contract signed and the rest, if any, shall be return to the leaser when
      the lease expires.

10.   The text of this contract is available at the municipal or local Real
      Estate Exchanging Center or Farm System Office. Both parties shall read
      this carefully and be acquainted with all the articles.

11.   This contract is a demonstrative text as a reference for both parties.

12.   Brokers, if any involved in this lease, shall sign and seal at the end of
      this contract.




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                              SHANGHAI HOUSE LEASE/

                          PRE-LEASE OF COMMODITY HOUSE
                                    CONTRACT

                                   NO: O-0037


                                 BY AND BETWEEN

[LEASE ]
Leaser: SHANGHAI FOUR SEASONS TONG REN REAL ESTATE DEVELOPING CO., LTD
      (Hereinafter referred to as PARTY A)
Lessee: BEIJING STONE RICH SIGHT INFORMATION TECHNOLOGY CO., LTD
      (Hereinafter referred to as PARTY B)

[PRE-LEASE]
Pre-leaser: SHANGHAI FOUR SEASONS TONG REN REAL ESTATE DEVELOPING CO., LTD
      (Hereinafter referred to as PARTY A)
Pre-lessee: BEIJING STONE RICH SIGHT INFORMATION TECHNOLOGY CO., LTD
      (Hereinafter referred to as PARTY B)


In accordance with CONTRACT LAW OF PEOPLE'S REPUBLIC OF CHINA and SHANGHAI HOUSE
LEASE STATUTE (hereinafter referred to as THE STATUTE), both parties, adhering
to the principles of equality, free will, justice, honesty and honor and through
friendly consultations, agree to sign this lease contract for commodity
tenements that can be pre-leased legally provided by Party A to Party B.

1.    Status of the house for lease or pre-lease

1.1   The tenements pre-leased to Party B by Party A are Suite 1802, 1803, 1804
      and 1805 of No. 1468, Nanjing West Street, Jing'an District, Shanghai with
      a total floor space of 966.2 square meters and used as offices. The
      tenements are newly built commodity houses in the reinforced concrete
      structure. Please see Appendix One for the ichnography of the tenements.
      Party A has displayed following certificates to Party B:

      1.1.1 [LEASE] Real Estate Certificate/ Tenement Right Certificate/X;
            [Certificate No: X]

      1.1.2 [PRE-LEASE] Preselling License [License No: HuDiZi(97)Waiyuzi 068]

1.2   Party A shall establish a lease relationship with Party B as the obligee
      of the



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      said tenements and shall inform Party B that the said tenements have been
      mortgaged before signing the contract.

1.3   Range of use, conditions and requirements for the public use area of the
      said tenements: Existing fitments, accessorial facilities, status of
      equipments, content and standard of the accessorial facilities installed
      by Party B with the consent from Party A shall be listed in Appendix Two
      and Three. Both parties agree that those appendices shall be testing
      foundations when Party A deliver the tenements to Party B for use and when
      Party B retrocede the tenements to Party A upon expiration of the
      contract.

2.    Use of the Leasehold

2.1   Party B pledges to Party A that the tenements shall be used as offices in
      accordance with related regulations and rules concerning the use of
      tenements made by the state and the municipality.

2.2   Party B pledges to Party A not to change the use of the tenements without
      obtaining written consent and authorization from the concerning department
      during the lease term.

3.    Delivery Date and Validity of the Lease

3.1   Both parties agree that Party A shall deliver the said tenements to Party
      B for use before July 1, 2002. [LEASE] The lease shall be valid for three
      years from September 1, 2002 to August 31, 2002. [PRE-LEASE] The pre-lease
      contract shall be valid from the date when signing the Transfer Letter of
      the Use of the Commodity Tenements to August 31, 2002.

3.2   Upon the expiration of the stipulated period, Party A shall be entitled to
      reclaim the tenements and Party B shall return the said tenements to Party
      A on schedule. Party B shall, if needed, put forward a written request for
      a relet to Party A six months before the expiration of the existing
      contract. A reletting contract may be reached with mutual consent from
      both parties.

4.    Rent, Methods of Payment and Term of Payment

4.1   Both parties agree that the rent for the said tenements shall be 0.55 US$
      per square meter architectural area for each day. [LEASE] Monthly rent
      totals US$16,163.72 (say: US dollars sixteen thousand one hundred and
      sixty three point seven two). [PRE-LEASE] Monthly rent shall be determined
      in the Letter of Delivery for Use of the Commodity Tenements by both
      parties through calculation according to the actual architectural area
      surveyed on the spot. Rent of the tenements shall stay changeless.
      Whereas, both parties may adjust the rent through negotiation and the
      concerning issues may be stipulated by both parties in the supplementary
      articles.

4.2   Party B shall pay the rent to Party B before the tenth day of every month
      and a 0.05% of daily rent is required as penalty if any payment is
      overdue.

4.3   Methods of payments are as follows for Party B: by cheque, cashier's
      cheque or remittance.




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5.    Deposit and Other Charges

5.1   Both parties agree that Party B shall pay three months' rents and
      management fees, 59505.84 US$, as lease deposit to Party A before the
      transfer of the leasehold. Party A shall draw an invoice for Party B after
      collecting the deposit, which shall be used to take out all the fees due
      to the leaser when contract signed and the rest of which, if any, shall be
      return to the leaser without any interest when the lease expires.

5.2   During the lease term, charges resulting from the use of water,
      electricity, gas, communication, equipments, management and other relating
      charges are due by Party B.

5.3   Methods for the above-mentioned payments: by cheque, cashier's cheque or
      remittance.

6.    Requirements for the Use of the Tenements and Responsibility of
      Maintenance

6.1   During the lease term, Party B shall inform Party A immediately any
      damages or malfunctions of the said tenements and the accessorial
      equipments for renovation. Party A shall perform preparation in seven days
      after receiving the notice from Party B and if failed, Party B may have
      those prepared and leave the bills of preparation to Party A.

6.2   During the lease term, Party B shall take good care of the tenements and
      all the accessorial equipments and use them in a reasonable way. Any
      damages or malfunctions resulting from improper or reasonless uses by
      Party B will impose the Party the responsibility of renovation. Should
      Party B refuse to perform the duty, Party A may do the renovation for
      Party B whereas the concerning charges are payable by Party B.

6.3   During the lease term, Party A shall assure the tenements and the
      accessorial equipments available for normal and secure use. In case of any
      inspection or maintenance on the tenements, Party A shall, three days in
      advance, inform Party B, who shall provide necessary cooperation. Party A
      shall minimize possible negative influence on the use of the tenements by
      Party B.

6.4   Any new fitments to the tenements and establishments of new equipments and
      facilities other than those stated in Appendix Three may only be put into
      operation when with written consent from Party A and, if needed,
      authorization from the concerning department applied by Party B with the
      entrustment from Party A.

7.    Status of the Tenements when Returned

7.1   Party B shall return the said tenements upon the expiration of the lease
      contract, unless Party A agrees with a relet. Otherwise, Party B shall pay
      the prescribed rent and management fees plus 50% of daily rent as use fee
      to Party A for one more day's overdue occupancy.

7.2   The tenements shall be in the status for normal use when returned, and
      both parties shall settle respective accounts after Party A's inspection
      and




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      acceptance.

8.    Sublease, Transfer and Exchange

8.1   Party B may only sublet all or part of the tenements to others after
      obtaining Party A's written consent during the lease term, excluding those
      situations stated in the supplementary articles that allow a sublet. One
      tenement shall not be segmented for subletting.

8.2   Party B shall contract with sublessee and register to the local Real
      Estate Exchanging Center for records when subletting. Concerning charges
      are entitled to Party B.

8.3   Party B shall ask for written consent from Party A when subletting or
      exchanging the said tenements with other's leasehold during the lease
      term. Upon completion of the transfer or exchange, the said sublessee
      shall contract with Party A for modification of leaseholder and continue
      to perform this contract.

8.4   Party A shall inform Party B the sale of the said tenements X months in
      advance during the lease term and Party B shall enjoy priority to purchase
      under the coequal conditions.

9.    Termination

9.1   Both parties agree that this contract shall terminate and neither party
      shall be held responsible under either circumstance listed below:

9.1.1 Right to use of the land occupied by the said tenements is taken back by
      the state adhering to the law;

9.1.2 The said tenements are confiscated for public interest adhering to the
      law;

9.1.3 The said tenements are listed as part of those that needs to be
      removed owing to the urban construction demand adhering to the law;

9.1.4 The said tenements are damaged, destroyed or accessed and considered as
      unsafe buildings.

9.2   Both parties agree that either party may rescind the contract by written
      notice to the other party under the listed circumstances. Breaching party
      shall pay the other party twice monthly rent as penalty. Should any losses
      be caused and the penalty paid is found insufficient to compensate, the
      beaching party shall be held liable for pay the rest of the losses.

9.2.1 Party A fails to deliver the said tenements to Party B for use on schedule
      and delays for 30 days after receiving urges from Party B;

9.2.2 The delivered tenements fail to meet the requirements prescribed in this
      contract so as that Party B is able to operate normally; or the said
      tenements are so incomplete and unsafe that may endanger Party B;

9.2.3 Party B, without obtaining any written permission from Party A, makes the
      said tenements for other use than as offices, resulting in any damages.

9.2.4 The agent structure of the said tenements is damaged due to Party B'
      fault;

9.2.5 Party B sublets, transfers or exchanges the said leasehold to or with
      others




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      without permission from Party A;

9.2.6 Party B fails to pay the rent and management fees for an accumulative
      period of two months;

10.   Liability for Breach of Contract

10.1  In case of any deformity to the said tenements at delivery, Party A shall
      carry out preparation in seven workdays from the delivery date. Failure to
      perform past due shall held Party A responsible for reducing the rent and
      modifying concerning lease articles.

10.2  Party A shall compensate any losses to Party B that caused by Party A's
      failure to inform Party B that the said tenements have been mortgaged or
      been limited to transfer.

10.3  During the lease term, Party A shall compensate for any losses or injuries
      to Party B resulting from Party A's failure to repair and maintain the
      said tenements.

10.4  Should Party A cancels the contract privately without agreement from Party
      B and takes back the said tenements, Party A shall be reliable to pay
      Party B twice daily rent per day for the number of days taking back the
      said tenements ahead of schedule as penalty. If the prescribed amount of
      penalty herein is insufficient, Party A shall pay the gap.

10.5  In the event that Party B put up fitments or any new accessorial
      facilities without obtaining written consent from Party A or exceeding the
      scope prescribed by Party A, Party A may request Party B to revert to type
      and compensate for the losses.

10.6  Should Party B release free the contract privately and unilaterally out of
      the circumstances prescribed by this contract during the lease term, Party
      B shall pay Party A twice daily rent per day for the number of days
      releasing the contract as penalty. If the prescribed amount of penalty
      herein is insufficient, Party B shall pay the gap. Party A may deduct the
      losses from the lease earnest, and if still insufficient, Party B shall
      pay the rest.

11.   Other Articles

11.1  Party A shall give a written notice to Party B if Party A intends to
      mortgage the said tenements during the lease, and shall pledge to inquire
      of Party B about the willingness to purchase the said tenements X month(s)
      in advance before selling off or selling at a discount the said tenements.

11.2  This contract shall take effect after both parties signing. In 15 days
      after this contract takes effect, Party A shall register to the local Real
      Estate Exchanging Center for records and receive the certification of
      records. In case of any modification or termination of this contract since
      registration, Party A shall report the modification or termination of this
      contract to the original institution in 15 days after the modification or
      termination of this contract take place. Party A shall be responsible for
      any jural dissentions resulting from Party A's failure to register the
      lease of the said tenements or any modification and




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      termination of this contract for records.

11.3  Both parties may make supplementary terms for any other issues not stated
      in this contract after negotiation. All the supplementary terms and the
      appendices are indiscerptible parts of this contract. All the fill-ins in
      the blank parts of this contract, supplementary terms, and appendices
      shall be equally effective.

11.4  Both parties shall distinctly understand respective rights, obligations
      and liabilities and be willing to perform this contract strictly. Should
      one party act against the contract, other party shall have the right to
      claim for compensation based on the concerning articles of this contract.

11.5  Both parties shall seek for solutions through negotiations when any
      dissentions resulted and if fail, may propose to Shanghai Arbitral
      Committee for settlement.

11.6  This contract is drawn in triplet, either party holding one and third copy
      for Shanghai Real Estate Exchanging Center, all texts being equally
      authentic.



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                               SUPPLEMENTARY TERMS

These supplementary terms are supplements to the SHANGHAI HOUSE LEASE/ COMMODITY
HOUSE PRE-LEASE CONTRACT (Hereinafter referred as THE MAIN TEXT) signed by both
parties and together with the main text, annexed tables and appendices as a
whole, are designated as The Contract. In case of any difference between the
main text and the supplementary terms and appendices, the supplementary terms
and appendices shall prevail. Should any X be filled in the blank parts in the
main text that are not stipulated in the supplementary terms and annexed tables,
it shall be considered that both parties have no arrangement towards the
article.

12.1 Supplements to Clause 1.1:

     The tenements leased by Party B from Party A in this contract are located
     inside the United Plaza (Hereinafter referred as the Plaza). Party B is
     quite explicit that which floor the tenements are actually located inside
     the Plaza is different with what the numbers of the said tenements indicate
     and hence Party B shall not claim for any compensation or other rights for
     the difference.

     The ichnography of the said tenements (See the red marked part of the first
     part of the Appendix One) and the relief map of those (See the second part
     of the Appendix One) are only available for differentiation. The
     architectural area of the said tenements is listed in the third part of the
     Annex Table One of the contract, which shall be determined by the on-the
     spot survey carried by any Shanghai tenements land mapping institutions. In
     case of any discrepancy, the compensation fund /rent (See definitions in
     the second part of Annexed Table One) and the management fees (See
     definition in the first part of Annexed Table Two) for the use shall be
     adjusted correspondingly.

12.2 Supplements to Clause 1.3:

     Party A shall guarantee that the said tenements shall measure up with the
     standards listed in the first part of Appendix Three when the fitment
     period stipulated in the first part of Annexed Table One ends. Both parties
     agree that the said tenements shall meet with all the standards listed in
     the first part of Appendix Three when the contract terminates or terminates
     in advance.

     Supplements to Clause 2.1:

     Please see the service content and the concerning regulations of the
     management of the Plaza in the appendix: ARRANGEMENT FOR THE MANAGEMENT



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      OF THE UNITED PLAZA.

12.3  Supplements to Clause 3.1:

      (1)   Party A shall deliver the said tenements to Party B for use on the
            date of delivery stipulated in the first part of Annexed Table One
            (Hereinafter referred as THE DATE OF DELIVERY). Party B shall settle
            the concerning transaction formalities in the management institution
            of the Plaza (Hereinafter referred as THE MANAGEMENT OFFICE) and
            then pay the regarding charges. The conducts that Party A delivers
            the said tenements to Party B and both parties sign the delivery
            receipt shall be considered as that Party A has fulfilled his
            liability to deliver the said tenements to Party B up to grade.

      (2)   The fitment period of the said tenements is listed in the first part
            of Annexed Table One. During the fitment period, Party B shall be
            free from paying the compensation fund for use/the rent to Party A,
            but shall be liable to pay charges listed in the Annexed Table Four.
            The period of free-charge is listed in the first part of the Annexed
            Table One. During the period of free charge, Party B shall be from
            paying the compensation fund for use/the rent to Party A, but shall
            be still responsible for the management fees and others charges (See
            definition in the second part of Annexed Table Two).

      (3)   Should Party B fail to settle the examination and transaction
            formalities in the management office on the date of delivery, the
            days between the delivery date and the actual date of settling shall
            be deducted from the period of fitment. In case that Party B fails
            to settle those examination and transaction formalities in 30 days
            after the date of delivery, Party shall have the right to terminate
            the contract in advance, seize all the earnest and advance payment
            and claim for compensation resulted from Party A's breach of
            contract.

      (4)   Party B shall grant Party A 30 days as extended time limit if Party
            A fails to deliver the said tenements to Party B on the date of
            delivery, under which circumstances, the fitment period and other
            relating dates shall be postponed accordingly. After the extended
            time limit, Party A shall pay Party B late fee according to the
            following formula (the date on which Party A delivers the said
            tenements to Party B is the Actual Delivery Date): Late Fee =
            Earnest x Days between the Date of Delivery and the Actual Delivery
            Date x 0.05%.

            If Party A fails to deliver the said tenements to Party B in 45 days
            after the Date of Delivery, Party B shall bear the right to rescind
            the contract in




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            advance with a written notice to Party A or to choose another date
            as the Date of Delivery. Party A shall return all the earnest paid
            by Party B (interest excluded) to Party B in 30 days from the day
            when the contract is terminated in advance according to this term.
            Party A shall not be entitled to Party B's other losses.

      (5)   Both parties agree to sign Letter of Hand-over of Commodity
            Tenements (Date of signing unfilled, hereinafter referred to as "
            Letter of Hand-over") to show mutual consent to all the clauses of
            it and make it as the Annexed Table Six of the contract when signing
            this contract. On the condition that Party B shall perform every
            duty and obligation stipulated in this contract, Party A, after
            obtaining the land property right certificate for the Plaza, shall
            inform Party B by written form (hereinafter referred to as the
            Notice of Arrangement Fulfilling) that Party A will sign the date on
            the Letter of Hand-over after sending out the Notice of Arrangement
            Fulfilling, and then register the lease to the concerning government
            agency. Meanwhile, Party A shall provide a copy of the land property
            right certificate for the Plaza to Party B. Party B shall be
            responsible for providing, upon request, all the documents that any
            law and regulations stipulate to be needed or any relevant
            authorities require, and concerning assistance to settle the
            above-mentioned formalities to Party A.

12.4  Supplements to Clause 3.2:

      If Party B intends to relet the said tenements at the expiration of this
      contract, Party B shall propose a written letter of intent for reletting
      six months in advance to the expiration of the contract. Party A shall
      agree with the reletting and contract with Party B if Party B has not
      breached the contract during the lease term. The rent and management fees
      for the reletting shall be settled by both parties through negotiation
      according to the contemporary market price of the tenements with the equal
      quality. Failure to reach an agreement for the issues mentioned above in
      two months after the expiration of the contract by and between both
      parties shall be considered as Party B's automatic abandon of the
      reletting right.

12.5  Supplements to Clause 4.1:

      The compensation fund for use/rent of the said tenements stipulated by
      both parties is listed in the second part of the Annexed Table One. Party
      B shall pay the compensation fund for use during the pre-lease term and
      the rent during the lease term to Party A.

12.6  Supplements to Clause 4.2 and Clause 5.3:

      (1)   During the whole pre-lease term and lease term, stipulated
            otherwise, Party B shall pay the compensation fund/rent and the
            management fees for that month in advance before the first day of
            every calendar month to




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            Party A, the first calendar month excluded. See details about the
            compensation fund/rent in the second part of the Annexed Table One.

      (2)   Stipulated otherwise, on the date of on lease (see definition in the
            first part of the Annexed Table One), Party B shall pay Party A the
            compensation fund for use/rent and the management fees for the
            remaining days of that calendar month. The amount of payment shall
            be the arithmetic product of the compensation fund/rent and the
            management fees by the ratio of the remaining days to the total days
            of the calendar month. The amount of the last payment shall be the
            arithmetic product of the compensation fund/rent and the
            management fees by the ratio of the exact days of lease in that
            calendar month to the total days of the month.

      (3)   Party B shall pay all the charges for the use of water (if exists),
            electricity and communication (if exists) in the stipulated type of
            payment by Party A in seven days after receiving the records or
            bills as they indicate.

      (4)   If Party B delays to pay Party A any fees stated in this contract,
            including but not limited to compensation fund for use/rent,
            management fees, other charges, water fee, electricity fee and
            communication fee for a period of over 14 days; Party A shall have
            the right to ask Party B to pay a daily interest of 1 0/00 as late
            fee, on the condition that Party A's other rights or benefits are
            not influenced. The late fee shall be calculated from the day when
            those fees are due to the day when Party B pay off all the fees
            mentioned above, the late fee and other charges. Party B shall be
            liable for any fines resulting from the delay of payment for the
            charges of water, electricity and telephone.

12.7 Supplements to Clause 5.1:

      Under this contract, earnest shall be needed instead of deposit.

      (1)   When signing this contract, Party B shall pay a certain amount of
            money stipulated in the forth part of the Annexed Table Two of the
            contract as earnest, so as to guarantee that Party B shall perform
            and abide by all the clauses of this contract. Party A shall take
            the earnest in custody during the whole pre-lease and lease term,
            and shall not be entitled to pay the interest of the said earnest to
            Party B.

      (2)   Provided that Party A's other rights stipulated in this contract are
            not influenced, Party A shall return the earnest back to Party B
            with no interest in 30 days after the contract expires or expires in
            advance and Party B has returned the said tenements to Party A with
            completion of the settlement of all fees set by this contract.





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12.8 Supplements to Clause 6.1 and Clause 6.3:

      (1)   Party A shall only be responsible for the maintenance of the
            structure of the said tenements (except those prescribed by the
            contract). Moreover, Party A shall be also responsible for the
            maintenance of the public area of the plaza.

      (2)   Party B shall allow Party A, with a written notice to Party B 24
            hours ahead, to examine the maintenance condition of the said
            tenements, make an inventory of the annex and carry out necessary
            reparation and upkeep projects at any reasonable time, no matter
            whether any repairman is followed or any tools are carried or not.

      (3)   In any emergency, Party A shall be accompanied by Party B to enter
            the said tenements during office hours. During non-office hours or
            Party B is not reachable, Party A or any authorized representative
            shall bear the right to enter the said tenements without informing
            Party A in advance and Party A shall not be held liable for any
            losses resulting from the damages caused by violent entry. However,
            Party A shall give an account of the situation in a written form to
            Party B afterwards.

      (4)   Party B shall inform Party A and the Management Office in oral or
            written from any situations listed as follows: any damages to the
            said tenements, anyone injured inside the said tenements, any fire
            alarm or accidents, any damages, ruptures or disfigurements of the
            water pipe channels, electrical wires, facilities, annexes or other
            equipments inside the said tenements.

12.9 Supplements to Clause 6.2:

      (1)   During the pre-lease term and lease term, Party B shall be
            responsible to keep the said tenements and the inside (including
            those facilities and equipments provided by Party A stated in the
            Appendix Three) in the original and good condition (except for
            natural diminution) available for lease. Party B shall be liable to
            carry out constant maintenance, renovation and color projects (no
            higher standard than to restore to the original condition) at his
            own expenses.

      (2)   Party B shall make use of the central air conditioner facilities
            installed by Party A carefully and reasonably. Party A shall be
            provide maintenance service to the above-mentioned facility
            periodically and at any time when Party B requires with reasonable
            excuses, except for when damages are incurred for Party B's
            incorrect and negligent operation. All the fees shall be included in
            the management fees.

      (3)   If the windows or the glasses of the said tenements are broken at
            Party B's fault, Party B shall be liable to pay or compensate Party
            A for all the fees




                                      -14-
<PAGE>

            resulting from replacing the damaged windows or glasses of the said
            tenements.

      (4)   Party B shall undertake all the responsibilities and compensate
            Party A and/or the Management Office or any others for any personal
            injury or any losses caused directly or indirectly by Party B's
            misconducts as listed as follows:

            (i)   Malfunction or disrepair of any electrical equipments,
                  electrical facilities or electrical wires inside the said
                  tenements;

            (ii)  Water-pipe channels or water closets of the said tenements
                  being jammed or damaged;

            (iii) Fire and smoke diffusing in the said tenements;

            (iv)  Water leaking out or pouring down inside the tenements

            (v)   Any damages to the public area of the Plaza by Party B.

            Party B's liabilities under this item include any charges for
            maintenance and reparation, any payouts made by Party A to those who
            claim compensation or rights due to either situations listed above,
            and all the expenses and fees incurred by Party A and/or the
            Management Office's claiming compensation from Party B.

      (5)   Party A shall have the right to, in an acceptable way from Party A's
            point of view, clean up and dispose any packing boxes, paper trays,
            wastes or any other obstructers left or unsettled by Party B without
            notifying Party B. Party A shall not bear any responsibility to
            Party B or any other third parties. Party B shall pay Party A for
            all the expenses and fees resulting from performing this item.

      (6)   Should Party B fail to perform any maintenance or other projects,
            Party A or his employees and agents shall have to right to enter the
            said tenements and carry out maintenance or other projects. Party B
            shall be liable for all the expenses resulting from the maintenance
            or other projects.

12.10  Supplements to Clause 6.4:

      (1)   Should Party B intends to put up any fitment on the said tenements
            (including but not limited to interior fitment, segmentation,
            remedies, rebuilding or installation and replacement of any
            equipments and facilities), Party B shall ask for written consent
            for the concerning designing and blueprints from Party A and also
            from the relevant government sectors. Party B shall pay all the
            expenses for the application for approval to the government sectors.

      (2)   Party B shall promise that the above-mentioned fitment projects
            shall not



                                      -15-
<PAGE>

            affect other lessees' proper work inside the Plaza.

      (3)   If Party B intends to maintain/rebuild the fire fighting spraying
            system or carry out other projects that affect or may affect the
            main electromechanical system of the Plaza, Party B shall engage the
            contractor appointed in a written form by Party A and shall be
            liable for all the expenses for the project. Towards other
            maintenance and rebuilding projects, Party B may employ other
            intelligent contractors after Party A puts on record of it. The
            contractor employed by Party B shall comply with all the
            regulations, standards and amendants concerning maintaining. Party B
            understands and agrees that during the project, Party B shall be
            liable for any violations to the regulations, standards and
            amendants concerning the project above-mentioned by Party B or the
            contractor employed by Party B, including but not limited to
            compensations for any losses that Party A suffers.

      (4)   Party B shall ensure to cover insurance from any insurance company
            for the said tenements and any risks that may occur during the
            project before starting the above-mentioned project. See insurance
            requirements in Annexed Table Five.

      (5)   If any government sector, during the pre-lease term and lease term,
            requires the fitment of the said tenements (including but not
            limited to the fire fighting equipments) to be adjusted, Party B
            shall carry through the project according to the requirement of
            adjustments. Should the project affect other neighbor lessees, Party
            B shall be held liable solely for repairing any damages of the
            neighbor units and for all expenses resulting from the said
            reparation. Meanwhile, Party A shall not bear any responsibility for
            that and shall have the right to claim compensation from Party B if
            any losses are incurred to Party A.

      (6)   If any government sector, during the pre-lease term and lease term,
            requires the fitment of the said tenements (including but not
            limited to the fire fighting equipments) to be adjusted, Party B
            shall provide any necessary assistance and cooperation in accordance
            with the requirements from Party A or the Management Office to meet
            the adjustments. In case of any economic loss generated by other
            parties, Party B shall consult with the neighbor lessees personally.
            Party B shall not refuse or postpone providing above-mentioned
            assistant or cooperation with the excuse of disagreement with the
            neighbor lessees. Should any losses resulted, Party B shall be held
            responsible while Party A shall not bear any liability.

12.11 Supplements to Clause 7.1 and Clause 7.2:

      (1)   Party B shall contact the relevant department of Party A (including
            but not




                                      -16-
<PAGE>

            limited to the Management Office) for returning of the said
            tenements to Party A in seven days before the antecedent end of the
            pre-lease term or before the end or antecedent end of the lease
            term. Party B shall, according to the contract, retrocede the said
            tenements and the annexes, equipments and accessories with the
            original or the normal condition for use accepted by Party A in a
            written form (except the natural wastage during the pre-lease term
            and lease term of the said facilities). In the same breath, Party A
            shall cede all the keys to every part of the Plaza (if any) to Party
            A.

      (2)   If the said tenements are not in the condition as prescribed in the
            first item when returned, Party A shall be entitled to undertake
            appropriate maintenance and restoration. All expenses and charges
            (including the rent after the expiration of the contract) shall be
            due to Party B. Party A shall have the right to deduct those
            expenses and fees from the earnest; and if the earnest insufficient,
            to claim compensation for the rest from Party B.

      (3)   In case that Party B has made essential modification in the said
            tenements during the fitment period, Party B shall contact the
            Management Office to arrange the restoration project so as to revert
            the said tenements in the original condition to Party A on the date
            of the expiration of the contract. Otherwise, hereunder the Item (2)
            of this clause, Party B shall pay for the restoration and the rent
            during the restoration period.

12.12 Supplements to Clause 8.1, Clause 8.2 and Clause 8.3:

      Without obtaining a written consent from Party A, Party B shall not
      assign, sublet or relet the said tenements, any part or any equities of
      the said tenements to any other third parties (hereinafter referred to as
      the Sub-lessee). Party A shall enjoy a unique and exclusive right to make
      the said decision, giving considerations to those subjective or objective
      factors, including but not limited to the economic strength of the
      sub-lessee, the usage of the said tenements by the sub-lessee and others
      that deserve consideration. In the event that Party A decides to grant the
      said written consent to Party B; Party B shall ensure that the sub-lessee
      shall conform to and perform all the clauses and conditions, then agree to
      sign a contract with the same content and form as this one and pledge not
      to violet the contract.

12.13 Supplements to Clause 8.4 and Clause 11.1:

      Party A shall have the right to sell the said tenements without notifying
      Party B at any time during the pre-lease term and lease term. When
      intending to mortgage the said tenements, Party A dose not have to notify
      Party B in writing of that nor to consult Party B on the purchase of it
      before negotiating to dispose the said tenements. Herein, Party B declares




                                      -17-
<PAGE>

      definitely to abandon the right to be informed and the priority to
      purchase the said tenements prescribed in Clause 8.4 and Clause 11.1 and
      endowed by any law. Any changes of the property rights of the said
      tenements during the pre-lease term and lease term shall not affect the
      effectiveness of this contract. Party A shall urge the assign to confirm
      Party B's rights under this contract.

12.14 Supplements to Item (4), Clause 7.1:

      (1)   In case that the said tenements or the major part of it are too
            damaged to be utilized or possessed for any force majeure, and that
            the said tenements are not maintained or rebuilt in one month;
            either party may rescind the contract by written notification. Under
            such circumstances, Party A shall not be responsible for the
            maintenance or restoration. Party B may cease or reduce payment of
            compensation fund/rent according to the damage level from the next
            day of the destruction, until the said tenements are maintained or
            rebuilt.

      (2)   This contract shall be terminated upon acceptance of a written
            notification made by either party to another in accordance with the
            this item, based on the premise that either party's claim for
            compensation before the expiration of this contract or rights to the
            breach of the contract stay valid, and that Party A's rights to ask
            Party B to pay the compensation fund/rent and other fees prior to
            the said tenements being damaged or ruined are not affected.

12.15 Supplements to Clause 9.2:

            Party A shall be entitled to rescind the contract at any time after
            either of the following circumstances happens and retract the said
            tenements or any part of them on the premise that any other rights
            of Party A empowered by laws, regulations and this contract:

      (1)   Party B fails to pay the compensation fund/rent, management fees and
            other charges 30 days after the deadline according to the contract
            (no matter whether Party A has made any forms of dun or not).

      (2)   Party B severely breaches any other stipulations of this contract
            that shall be abided and performed by Party B.

      (3)   Party B is bankrupt or enters into liquidating procedure (except
            liquidations cause by re-combinations or mergers with Party A's
            consent).

12.16  Clause 10.6 of the contract shall be modified as:

       If Party B terminates the contract without obtaining any written consent
       from Party A, Party B shall pay all the charges and expenses unpaid but
       shall be paid for the actual lease term and compensate Party A three
       months' compensation fund/rent as anticipated interests. Party A can not
       only take all



                                      -18-
<PAGE>

      the earnest and the compensation fund/rent pre-paid by Party B according
      to the contract to take out the above-mentioned funds and anticipated
      interests; and if any deficiency, Party A may ask Party B to pay the rest.

12.17 Both parties shall make the following arrangement concerning the insurance
      of the said tenements during the lease term and the pre-lease term:

      (1)   Party A advises that Party B shall buy insurance for any ventures of
            the said tenements from the insurance company during the pre-lease
            term and lease term at his own expenses, and shall list Party A as
            the Co-Insurant in the blank of "Insurant" on the guarantee slip.
            Requirements for insurance are available in Annexed Table Five.

            Party A advises that Party B, being requested by Party A at any
            time, shall bring forth the guarantee slip and the certifications of
            full payment for the said insurance released by the insurance
            company to Party A.

      (2)   Party B shall neither make any conducts leading to nullification of
            the fire insurance or other insurance (including that for the third
            party) of the Plaza or any part of it, nor make any conducts or
            allow anyone to perform that kind of conducts that results in the
            increase of the premium for the insurance.

            Should the premium increase because of any conducts by Party B,
            Party A shall be entitled to ask Party B to pay the increased
            premium based on the premise that Party A's other rights and
            remedies are not affected.

12.18 Party B agrees herein that, if water supply (if any), power supply or air
      conditioning fail to be served of the said tenements or any public
      facilities (including parking plot and elevators etc.) of the Plaza cease
      to operate for any reason beyond Party A's control, Party A shall not be
      entitled to be responsible for any parties involved. Either party shall
      bear no responsibility if the said tenements are destroyed or Party B
      suffers any losses for any force majeure.

      Guards, managing staff, machines of any nature and electric guard against
      theft system (if any) provided by Party A to the Plaza and the said
      tenements shall not be considered as that Party A is responsible for
      watching and guarding the said tenements and the properties inside. Party
      B shall take the responsibility for his leasehold and the properties
      inside at any time. Party B shall not reduce or discontinue the rent or
      any other charges that should be paid to Party A stipulated by the
      contract for any issues concerning the public security.

12.19 Rights and duties of Party A:




                                      -19-
<PAGE>

      (1)   During the pre-lease term and lease term, Party A shall be entitled
            to adjust the management fees according to the change of the actual
            operational costs of the Plaza.

      (2)   Requirements or collections of the late fees made by Party A
            according to the contract to Party B shall not impair or affect any
            rights and right of remedies (including the right to take back the
            said tenements) entitled to Party A by the contract.

      (3)   Party A's acceptance of compensation fund for use/rent, management
            fees and other charges from Party B shall not be considered as
            abandon of rights to hold Party B responsible for breach of any
            stipulations of this contract.

      (4)   Party A's once or even repetitious forgiveness of Party B's breach
            of the contract shall neither be considered as the evidence that
            Party A would abandon the rights to hold Party B liable for any
            sequent breaches of the contract in days to come, nor weaken or
            affect Party A's rights and right of remedies to Party B's breach of
            the sequent contract in days to come. Any conducts or no conducts at
            all by Party A shall not be considered as abandon to hold Party B
            responsible for breaches of the contact, unless Party A declares in
            a written form to abandon the right to hold Party B liable for
            breaches of the contract.

      (5)   Party A shall have the right to accompany any intending lessees or
            people concerned to inspect the said tenements at any reasonable
            time in three months prior to the antecedent ending of the pre-lease
            term or the ending and the antecedent ending the lease term.

      (6)   Party preserves the right to name the Plaza. Party A shall have the
            right to re-name the Plaza least one month after notifying Party B
            of that, bearing no responsibility to compensate Party B or any
            others for the re-naming.

      (7)   Party A preserves the right, unnecessary to ask for consent from
            Party B, to change, renew, and close down any public areas of the
            Plaza or part of it, including passages, doors, windows, electric
            facilities, wires and cables, water pipes and channels, gas pipes,
            elevators, automatic stairs, fire fighting facilities, public
            security guarding facilities and air conditioning facilities etc.,
            as well as the right to modify the holistic structure, layout and
            arrangement in those public areas of the Plaza. Party A shall not be
            held liable for any influence or losses that Party B suffers for
            those conducts mentioned above, which if, have not interrupted Party
            B's normal office work.

      (8)   Party reserves the rights to make, modify or introduce, adopt and
            abolish




                                      -20-
<PAGE>

            any management regulations and rules that are necessary to operate
            and maintain the Plaza as a first class comprehensive mansion. Those
            regulations and rules shall come into force upon a written
            notification made by Party A to Party B.

      (9)   Party A shall pay all taxes according to laws, regulations for the
            lease to the relevant government sector during the pre-lease and
            lease terms.

      (10)  During the pre-lease and lease terms, Party A shall maintain those
            public areas and facilities (including roof, main structures, walls,
            main water pipes, main wires and cables, elevators, automatic
            stairs, fire-fighting and security-guiding equipments, air
            conditioning equipments) in clean condition for normal use.

      (11)  When signing this contract, air conditioning service shall be
            available from 8:00 to 18:00, Monday to Friday. After receiving
            reasonable notification that extra air conditioning service outside
            the normal service hours is needed and collecting the relevant
            charges from Party B, Party A shall do his best to provide the said
            air conditioning service.

12.20 Rights and Duties of Party B:

      (1)   After paying compensation fund for use/rent, comply with and perform
            all stipulations that shall be complied with and performed by Party
            B under this contract, Party B shall have the right to occupy and
            use the leasehold without being disturbed by Party A and any
            representatives of Party A.

      (2)   Party B shall conform strictly to all management regulations and
            rules of the Plaza, including but limited to Fitment Guidance for
            lessees of the United Plaza and Office Building Users Manual of the
            United Plaza. The above-mentioned regulations and rules shall take
            effect upon any written notification made by Party A to Party B.

      (3)   During the pre-lease and lease terms, Party B shall not delegate the
            rights to use or occupy the said tenements or even part of them to
            any third party.

      (4)   In case that Party B changes its name, Party B shall inform Party A
            of the modification, submit the relevant information, register the
            modification for record and fulfill the concerning formalities to
            the management sector of Party A.

      (5)   Party B shall urge the assignees (except those who have direct
            agreement or commitment with Party A), haeres, employees, servants,
            agents, contractors and any relevant parties (hereinafter referred
            to as the said people) to comply with and perform any contractual
            stipulations and rules. Any willful actions or misconducts by the
            said people shall be considered as those conducted by Party B and
            hence




                                      -21-
<PAGE>

            Party B shall pay all fees, expenditures and compensations that
            Party A pays to any third parties. Under this contract, any
            stipulations that restrain Party B from carrying out or conducting
            any activities shall also contain that Party B shall not authorize,
            allow or prompt said people to carry out or perform the
            above-mentioned activities.

      (6)   Party B shall apply for necessary license, ratification or permit
            (if stipulated) from the relevant government sector before carrying
            through business. Party B shall ensure that all the licenses,
            ratification or permit to be valid throughout the pre-lease and
            lease terms and to meet the relevant requirements. Furthermore,
            Party B shall ensure the business operation inside the said
            tenements to respond to the relevant laws and regulations.
            Otherwise, Party B shall be responsible for all liabilities and
            consequences caused by its improper actions.

      (7)   During the pre-lease and lease term, Party B shall not rebate the
            compensation fund for use/rent, the management fee and any other
            fees for any reason unless stated in the contract.

      (8)   Party B shall, in accordance with Party A's demand, provide any
            documents used for the registration of this contract for record,
            modification and termination of the registration; sign any documents
            and pay all the relevant fees (including but not limited to the fee
            for the modification of registration, if any).

12.21 Settlement to Party B's Breach of the Contract

      On condition that Party A's other rights under this contract are not
      affected (including the right to take back the said tenements in advance
      and terminate the contract), and if Party B breaches any items of payment
      liabilities under this contract during the pre-lease and lease term; Party
      A shall have the right, after delivering a written notice to Party B, to
      cancel water supply, power supply, air conditioning service or any other
      service, or to take some other forms of legal measurements until Party B's
      said breaches are corrected. However, Party B shall be responsible for any
      consequents and fees resulted from that (including fees for re-connecting
      the water and power supply).

      If Party B fails to return the leasehold to Party A upon the expiration or
      termination ahead of schedule, both parties agree herein that Party A
      shall have the right to enter the said tenement to dispose the articles
      inside in the following ways and then put out the said tenement to other
      lessees.

      Party A shall have the right to dispose by any ways those articles left
      inside the said tenement by Party such as decorations, furniture,
      equipments, objects, materials, facilities and etc, which shall be
      considered to be abandoned by Party B. Party B shall not dissent nor affix
      the responsibility or ask for compensation from Party A. Meanwhile, Party
      A shall be entitled




                                      -22-
<PAGE>

      to demand Party B to compensate for any expenditures caused by cleaning,
      clearing or disposing the articles, or to deduct the said expenditures
      from the earnest before returning to Party B. If the earnest is less than
      the expenditures mentioned above, Party A shall have the right to ask for
      the rest compensation from Party B.

12.22 Both parties shall share any relevant stamp duty and registration fee
      equally, and prorate other fees according to those stipulations set by the
      relevant departments. Party B shall be responsible for any fees caused by
      the notarization of this contract if Party requires. Party A shall
      register the contract for record to the concerned government sector in 15
      days since the date of this contract being notarized.

12.23 Both parties shall pay any fees and expenditures resulted from engaging
      legal representatives respectively.

12.24 Any registered posts containing any documents or notices that shall be
      sent to one party according to the contract, which are mailed to the
      following address or any other address that has been notified to one party
      by another by registered mails, shall be considered to have been delivered
      to the addressee in 3 days since the date of mailing. Any express mails
      containing any documents or notices shall be considered to have been
      delivered to the addressee on the same day of mailing. Before one party
      receives the notification of address modification from other party, the
      other party's address shall be the previous one.

      Address of Party A: United Plaza, No. 1468, Nanjing West Street, Shanghai
      Addressee: Mr. Hou Jianping

      Address of Party B: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing
      Addressee: Mr Mao Daolin

12.25 In case of any difference between items of Annexed Table Seven, serving as
      the complementary and modification to the contract, and those of this
      contract, items of Annexed Table Seven shall be the right version.

12.26 This contract shall be the all agreements concerning the contract between
      both parties and replace any relevant oral and written agreements made
      previously to this contract. Both parties have granted sufficient concerns
      to any items of this contract, including but not limited to those items
      concerning both parties' respective or common limitation or exoneration of
      liability, and both parties agree to confirm the above-mentioned content
      by signing this contract.





                                      -23-
<PAGE>

                                ANNEXED TABLE ONE
PART ONE

Date of Delivery: July 1, 2002

Period of Fitment: Two months since the date of delivery, that is, from July 1,
      2002 to August 31, 2002

Starting Date of Pre-lease: date of delivery

Pre-lease Term: from the starting date of pre-lease to the previous day of the
      starting date of the lease

Starting Date of Lease: signing day of the Letter of Transfer stipulated as the
      Item (5), Clause 12.3 of the contract

Lease Term: from the starting date of the lease to the previous day of the 36th
      month since the starting date of the pre-lease

Pre-lease and Lease Term: from September 1, 2002 to August 31, 2002

Period of Rent-free: Three months of rent shall be free of charge.

      During the lease term, from August 1, 2003 to August 31, 2003; August 1,
      2004 to August 31, 2004; August 1, 2005 to August 31, 2005, rent shall be
      free of charge.

PART TWO

Compensation Fund for Use: Party B shall pay compensation fund for use of the
      said tenements to Party A monthly during the pre-lease term. The specific
      amount of the said fund, the date and the type of payment are the same
      with the stipulation concerning rent.

Rent: During the lease term, Party B shall pay rent to Party A monthly. The
      monthly rent for the said tenements is 16,163.72 US $.

Accounts in Banks:

      Account in US $
      Bank: Shanghai Branch, China Industrial & Commercial Bank
      Name: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd
      Account No: 1001207409148012749

      Account in Chinese RMB
      Bank: Shanghai Branch, China Industrial & Commercial Bank
      Name: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd
      Account No: 1001207419206567497

Modification of Exchange Rate: This clause shall be applied if Party B pays the
      compensation fund for use/rent, management fees and earnest (hereinafter
      referred to as the said fees) in Chinese RMB instead of US dollars. The
      exchange rate shall be the middle price provided by People's Bank of
      China



                                      -24-
<PAGE>

      on the day when the said fees shall be paid.

PART THREE

Building Area: The building area of the said tenements is 966.2 square meters.

                                ANNEXED TABLE TWO

PART ONE

Management Fees: US $ 3,671.56 per month during the first year since the
      starting date of the pre-lease

Charges for Overtime Air-Conditioning Service: 0.30 Chinese RMB per hour for
      every square meter

PART TWO

Other Charges: Party B shall pay all the charges and expenses, like charges for
      communication (if any), water (if any) and power that are entitled to
      Party A and regulated to be paid by the lessee according to the relevant
      stipulations made by the state and local authorities.

PART THREE

Usage: The said tenements shall only be used as offices.

PART FOUR

Earnest: equivalent to three months' compensation fund/rent and management fees,
      that is, US $ 59,505.84

PART FIVE

Modification of Exchange Rate: This clause shall be applied if Party B pays the
      compensation fund for use/rent, management fees and earnest (hereinafter
      referred to as the said fees) in Chinese RMB instead of US dollars. The
      exchange rate shall be the middle price provided by People's Bank of
      China on the day when the said fees shall be paid.




                                      -25-
<PAGE>

                               ANNEXED TABLE THREE
                             Details of Both Parties

Party A: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd
Registered Address: No. 1468, Nanjing West Street, Shanghai
Mailing Address: No. 1468, Nanjing West Street, Shanghai
Retained Representative: Hou Jianping
Job Title: General Manager
Tel: 62792584
Fax: 62794327


Party A: Beijing Stone Rich Information Technology Co., Ltd
Registered Address: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing
Mailing Address: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing
Retained Representative: Mao Daolin
Job Title: Chief Executive Officer
Tel: 65665009
Fax: 85801740




                                      -26-
<PAGE>

                               ANNEXED TABLE FOUR
                        Party A's Standard Charging List

Party B shall pay all the fees listed below before entering into the said
tenements for fitment with Party A's permission:

      1.    Entry fees for fitment shall be 30 Chinese RMB per square meter,
            calculated in terms of building area stipulated in this contract,
            including Party A's fees for examining blueprints, clearing and
            transporting the fitment garbage, temporarily using water and power
            as well as managing the fitment site.

      2.    The deposits for the fitment of the said tenements and temporary use
            of water and power total 20 Chinese RMB per square meter, and shall
            be calculated by the building area according to the contract and be
            paid upon completion of the fitment. Party A shall return the said
            deposits (with no interest) back to Party B after deducting those
            compensation fund for any damages caused by Party B to Party A and
            other charges (if any) that Party B shall pay Party A. If the
            deposits are less than the charges deducted, Party B shall
            complement the balance upon receiving any written notice from Party
            A.

      3.    Deposit for passes made for fitment workers shall be 20 Chinese RMB
            per card for each worker (excluding 5 Chinese RMB cost for making a
            pass). Party B shall return all the passes for workers to Party A
            after the fitment is finished. Party A shall refund the relevant
            part of the deposits (cost for making a pass shall not be refunded)
            to Party B upon receipt of the said passes for fitment workers.

            Besides, Party B shall be entitled to apply for any official
            remarks, approve or permit (if any) regarding the said tenements
            from the relevant department of Shanghai government including but
            not limited to quality control, fire protection and sanitation.
            Party B shall be responsible for all the relevant charges.

            Party A may provide assistance concerning above-mentioned
            applications to Party B.




                                      -27-
<PAGE>

                               ANNEXED TABLE FIVE

                            Requirement for Insurance
1.

1.1   Party B shall cover a whole civil engineering insurance (including public
      responsibility insurance) for the fitment inside the leasehold at his own
      expenses and maintain them valid during the whole fitment period. The
      above-mentioned insurance (including public responsibility insurance)
      shall meet the requirements listed below:

      (9)   A domestic universal policy of whole civil engineering insurance
            (including public responsibility insurance) shall be adopted;

      (10)  Party A, Party B and the contractor shall be listed as the policy
            holders;

      (11)  The maturity of the policy shall be kept congruous with the period
            of the fitment;

      (12)  Amount insured for the losses of materials in the policy shall be
            enough to compensate the total price of the project;

      (13)  Amount insured for the public responsibility in the policy shall
            meet the requirements of Party A;

      (14)  The policy shall include the following special additional articles:
            - Article of Cross Liability
            - Article of Developer's Property Liability
            - Article of Abandon of subrogation between insurants

1.2   Lowest amount insured shall be 3,000,000 Chinese RMB. Before entry into
      the site for fitment, Party B shall provide the said policy and the
      payment receipts to Party A for review. During the period of fitment,
      Party A shall have the right to request Party B to supply certifications
      showing that the insurance is valid and satisfactory. If Party B fails to
      provide above-mentioned certifications, Party A shall have the right to
      prohibit the construction or cover the insurance for in place of Party B,
      who then shall be held responsible for the premium.

2.    Requirements for Insurance during the Pre-lease and Lease Term

2.1   Party A advises Party B to cover public liability insurance for the
      business conducts during the pre-lease and lease term, and maintain the
      insurance valid through the whole pre-lease and lease term. The insurance
      shall meet the following requirements:

      (1)   A domestic universal policy of public liability insurance shall be
            adopted (2)




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<PAGE>

      (2)   Party A and Party B shall be listed as the policy holders;

      (3)   The maturity of the policy shall be kept congruous with the period
            of the fitment;

      (4)   Amount insured in the policy shall meet the requirements of Party A;

      (5)   The policy shall contain the following special additional articles:
            -   Article of Fire and Explosion
            -   Article of Modification to the Buildings
            -   Article of Food Stuffs and Drinks Liability
            -   Article of Ads and Decorations Installation Liability
            -   Article of Personal Violation Liability
            -   Article of Vehicles' Loading and Unloading Liability
            -   Article of Cross Liability
            -   Article of Abandon of subrogation
            -   Article of Liabilities to Lessees

1.3   Lowest amount insured shall be 3,000,000 Chinese RMB.

      In 15 days since the start of the pre-lease or lease term, Party B shall
      provide the said policy and the payment receipts that can prove the
      effectiveness of the insurance to Party A for review. During the pre-lease
      and lease terms, Party A shall have the right to request Party B to supply
      certifications showing that the insurance is valid and meets the
      requirements of this contract. If Party B have not any reasonable
      certifications and fails to provide above-mentioned certifications, Party
      A shall have the right to cover the insurance for in place of Party B, who
      then shall be held responsible for the premium.

3.    Party A also suggests Party B to cover property insurance for Party B's
      own properties.




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<PAGE>

                                ANNEXED TABLE SIX

                 Letter of Transfer of Commodity Tenements' Use

Both parties have completed examination and transfer of the commodity tenements
for pre-lease according to the Pre-lease of Commodity Tenements Contract
(Contract No: O-0037) on ____ (day) _____ (month) _____ (year) and herein
confirm that:

1. The tenements delivered by Party A to Party B is located at Suite 1802, 1803,
1804, 1805 on the 18th floor of the United Plaza, No. 1468, Nanjing West Street
(hereinafter referred to as the said tenements). After examinations, Party B
herein confirms that the said tenements conform to the transfer requirements
stipulated in the supplementary terms to the pre-lease of commodity tenements
contract signed on _____ (day) ______ (month) ______ (year) by both parties
(that is, the real estate developing company has fulfilled formalities of real
estate initial registration, has obtained the certificate of real estate
property for the newly-built commodity tenements with the certificate No.
________  and the stipulations in Appendix Three have been complied with), hence
Party B agrees herein to accept the said tenements.

2. The building area under the on-the-spot survey of the said tenements is
_______ Square meter (conducted by Shanghai Buildings and Lands Mapping Center
which is approved by Shanghai Buildings and Lands Administration Bureau).
According to the relevant agreement of the commodity tenements' pre-lease
contract that rent for each square meter is US $ 0.55 per day, the monthly rent
for the said tenements shall be US $16,163.72.

3. The day when signing the Letter of Transfer of Commodity Tenements for
Pre-lease shall be the starting date of the tenements' lease. The lease term of
the said tenements shall be three years from September 1, 2002 to August 31,
2005.

This letter of transfer shall come into effect upon signatures by both parties.

Signature of Party A:
Date of Signing:

Signature of Party B:
Date of Signing:



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<PAGE>

                               ANNEXED TABLE SEVEN

Both parties confirm herein that:

1. Party B shall carry on the fitment project inside the said tenements in
strict accordance with the stipulations of the contract concerning fitment but
not use them for other purposes (including the purposes stipulated in the third
part of Annexed Table Two of this contract).

2. During the pre-lease and lease terms, the monthly parking fees shall be
US $180 for each parking space.

3. When this contract being signed, Party A shall provide air conditioning
service to Party B according to the following schedule (exempt from national
legal holidays):

     8:00 - 18:00, from Monday to Friday

4. Item (4), Clause 12.3 shall be amended as following:

      If Party A fails to deliver the said tenements to Party B for use on
September 1, 2002, Party A shall pay late fees to Party B according to the
formula listed below (the actual date when Party A delivers the said tenements
to Party B is hereinafter referred to as the Actual Delivery Date):

      Late fees = daily rent of the said tenements x number of days between
September 1, 2001 and the actual delivery date x 2



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<PAGE>

<TABLE>
<S>                                           <C>
Leaser (Party A): Shanghai Four Seasons       Leaser (Party A): Beijing Stone Rich
                 Tongren Development Co.,                       Information Technology
                 Ltd                                            Co., Ltd
Nationality: PR China                         Nationality: PR China
Authorized Representative: Hou Jianping       Legal Representative: Mao Daolin
Address: No. 1468, Nanjing West Street,       Address: No. 1, Jia, Wanquanzhuang,
Shanghai                                      Haidian District, Beijing
Post Code: 200040                             Post Code: 100089
Telephone: 62792584                           Telephone: 65665009
Signature & Seal: /s/                         Signature & Seal: /s/
Date of Signing: July 18, 2002                Date of Signing: July 4, 2002
Place of Signing: Shanghai                    Place of Signing: Beijing
</TABLE>

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