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                                                                    EXHIBIT 10.2

                           THIS LEASE is made the 31st day of October
                  One Thousand Nine Hundred and Ninety Seven (1997) Between
                  G.T.W. INTERNATIONAL PTE LTD, a company incorporated in the
                  Republic of Singapore and having its registered office
                  address at 11 Tai Seng Drive, #01-00 GTW Building, Singapore
                  535226 (hereinafter called "the Landlord" which expression
                  shall where the context so admits include their successors
                  and assigns) of the one part And DAISYTEK ASIA PTE LTD a
                  company incorporated in the Republic of Singapore and having
                  its registered office at 21 Collyer Quay, #17-03 Hongkong
                  Bank Building, Singapore 049320 (hereinafter called "the
                  Tenant") of the other part.

                    NOW THIS LEASE WITNESSETH as follows :-

Demise            In consideration of the rent, service charge, deposit, and
                  Tenant's covenants hereinafter reserved and contained, the
                  Landlord hereby lets unto the Tenant ALL the premises known
                  as #04-01 GTW BUILDING, NO. 11 TAI SENG DRIVE, SINGAPORE more
                  particularly described in the First Schedule hereto
                  (hereinafter called "the Demised Premises") TO HOLD the
                  Demised Premises unto the Tenant from the expiry of the Rent
                  free period for a term of twenty-four (24) months commencing
                  from the 1st January 1998 YIELDING AND PAYING THEREFOR unto
                  the Landlord during the said term:-

Rent              1. The monthly rent of Dollars Twenty-Three Thousand Eight
                  Hundred Only (S$23,800.00) and a further monthly sum of
                  Dollars Eight Thousand and Five Hundred ($8,500.00) at the
                  current sum of Fifty Cents ($0.50) per square foot by way of
                  service/maintenance charges (subject to revision as
                  hereinafter provided) (hereinafter collectively called the
                  "rent") in respect of 


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                  the Demised Premises to be made on or before the signing of 
                  this Agreement and subsequent payments to be made on the 15th
                  day of every succeeding calendar month, clear of all 
                  deductions.

Rent free         The Rent free period of one and a half months for fitting out
period            shall commence on 1st November 1997 and end on 15th December 
                  1997 or upon Jurong Town Corporation's written approval, 
                  whichever is later and after the Tenant has executed the Lease
                  and paid one month advance rental including deposit as stated
                  in Clause 2(1).

Tenant's          2.  The Tenant hereby covenants with the Landlord as follows:-
Covenants

Deposit           (1) To furnish to the Landlord on or before the signing of
                      this Lease a Bank Guarantee for the sum of Dollars Ninety-
                      Six Thousand and Nine Hundred ($96,900.00) equivalent to 
                      three (3) months' rent by way of deposit as security for 
                      the due observance and performance by the Tenant of all 
                      and singular the several covenants, conditions 
                      stipulations and agreements on the part of the Tenant 
                      herein contained which deposit shall not be deemed to be 
                      or treated as payment of rent or service/maintenance 
                      charge. The Tenant shall replace the aforesaid Bank 
                      Guarantee by cash payment by the first week of 
                      January 1998.

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Rent              (2) To pay the rent hereby served on the days and in the
                      manner aforesaid without any deduction or demand 
                      whatsoever.

PUB               (3) To pay  or  reimburse  the  Landlord  for  all charges
charges               including any taxes now or in the future imposed in 
                      respect of water, gas, electricity, and any other services
                      supplied to the Demised Premises which shall be consumed 
                      by the Tenant and charged by the Power Supply Ltd or other
                      appropriate authority or undertaking to the Tenant in 
                      respect of the Demised Premises.

Increase in       (4) Notwithstanding Clause 1 hereof (insofar as it relates to
Service Charge        service charges) in the event the service/maintenance  
                      charges payable in respect of the Demised Premises shall 
                      be increased beyond the current sum of Fifty Cents ($0.50)
                      per square foot, the Tenant hereby agree and confirm that
                      the Tenant shall bear the whole amount of such increase or
                      increases which shall be due and payable together with the
                      monthly rent hereby reserved on the 1st day of every month
                      and the Landlord shall notify the Tenant of such increase
                      or increases as soon as reasonably practical.

Cleaning          (5) At its own costs and expense to enter into a contract of
Contractor            service with a cleaning contractor for the purpose of 
                      cleaning and keeping the premises in good and tidy order 
                      and condition.


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Telephone         (6) To install at its own cost and expense all telephones and
and                   teleprinters (as the Tenant may require) in such a manner
teleprinter           as shall be approved by the Landlord and all such works
installation          shall be carried out by workmen of or engaged by the 
                      Telecommunication Authority of Singapore or such other 
                      appropriate authority, or in the absence of such workmen,
                      by a contractor nominated or approved by the Landlord.

Telephone         (7) That before the Tenant applies to the Telecommunication 
   and                Authority of Singapore or other appropriate authority for
teleprinters          the installation of telephone and/or teleprinters it shall
                      submit for the approval of the Landlord or its engineer a
                      plan showing where the telephones and/or teleprinters are
                      to be installed and if any extra underfloor trunking and/
                      or accessories are required by the Tenant other than that 
                      provided by the Landlord, the Landlord shall install such 
                      underfloor trunking and/or accessories and the Tenant 
                      shall bear the reasonable costs of such installation.  No
                      wires shall be installed within the ducts intended for the
                      carriage of telephone wires other than those installed by 
                      the Telecommunication Authority of Singapore or other 
                      appropriate authority.


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Internal          (8) To carry out within the Demised Premises at its own cost
fitting               and expense all or any of the following works as the 
and works             Tenant may consider necessary:-


                  (a) partitioning within the Demised Premises;

                  (b) installation of all necessary electrical wiring,
                      conduits, etc. for additional power points, light
                      fittings and all other ceiling fixtures and fittings
                      apart from those standard fixtures and fittings supplied
                      and installed by the Landlord ; 

                  (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 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 for lighting, air-conditioning and
                      fire protection devises originally supplied and installed
                      by the Landlord.

Installation      (9) To use for carrying out the above installations, 
and                   partitioning and other works materials of such standard as
partitions            to type, quality, colour and size as the Landlord, its  


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                      architects or engineers  shall approve and 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 Landlord, its architects or engineers, 
                      such approval not to be unreasonably withheld or delayed 
                      and the relevant governmental and/or statutory 
                      authorities.  Such installation, partitioning and other 
                      works shall only be effected:-
                                    
                  (a) in the case of any electrical, plumbing or
                      air-conditioning works or installations (including
                      installations of wiring, conduits, ducts, vents, pipes,
                      appliances, apparatus, fixtures and fittings) by a
                      nominated contractor of the Landlord appointed by the
                      Tenant.
                       
                      (b) in all other cases by a contractor appointed by the
                          Tenant and approved by the Landlord, such approval not
                          to be unreasonably withheld or delayed and in 
                          accordance with approved plans and specifications and 
                          under the supervision of an architect or engineer 
                          appointed by the Landlord and the completion thereof 
                          shall be subject to approval by the Landlord, its 
                          architects of engineers, such approval not to be 
                          unreasonably withheld or delayed.  The Tenant shall 
                          

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                          not make any additions, alterations, or renovations to
                          the said installations, partitions and other works
                          except with the prior approval in writing of the
                          Landlord, such approval not to be unreasonably
                          withheld or delayed. The reasonable fees of any
                          architect, engineer or other consultant employed by
                          the Landlord for the purpose of considering,
                          approving and supervising the plans, specifications,
                          materials and all works carried out by the Tenant and
                          all other costs, charges and expenses incurred by the
                          Landlord in connection therewith shall be borne by
                          the Tenant and paid by the Tenant to the Landlord on
                          demand. No delay not exceeding an aggregate period of
                          three (3) months in carrying out and completing all
                          or any of the installations, partitioning and other
                          works (including installation of the 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 hereby
                          created or relieve in any way the Tenant from the
                          performance and observance of the covenants,
                          conditions, stipulations or agreements herein
                          contained and on its part to be performed and
                          observed.

Alterations       (10)    Not to make or permit to be made any alterations in or
and additions             additions  to the  Demised  Premises or any part
                                    

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                          thereof or to the Landlord's fixtures, fittings and
                          decorations therein without having first obtained the
                          written consent of the Landlord and upon such
                          conditions as the Landlord may reasonably impose. In
                          the event of such consent being given, to carry out
                          at the Tenant's own expense such alterations or
                          additions with such materials in such manner and at
                          such times as shall be designated by the Landlord.
                          Upon the determination of the term hereby created if
                          requested by the Landlord, the Tenant shall restore
                          the Demised Premises as near to their original state
                          and condition as possible (fair wear and tear and
                          damage due to causes beyond the Tenant's control
                          excepted).

Tenantable        (11)    To keep the interior finishes of the Demised Premises
repair                    including the flooring and interior plaster or other
                          surface materials or rendering on walls and ceilings 
                          and the Landlord's fixtures therein including doors,
                          windows, glass, locks, fastenings, electric wires and
                          installation and fittings for light and power in a 
                          clean and good state of tenantable repair and 
                          condition (fair wear and tear and damage due to causes
                          beyond the Tenant's control excepted) and to make good
                          to the satisfaction of the Landlord any damage or 
                          breakage caused to any part of the Demised 


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                          Premises or to the Landlord's fixtures and fittings 
                          therein by the bringing in or removal of the Tenant's
                          goods or effects or resulting from any neglect or 
                          malicious act or default of the Tenant its employees
                          or invitees.

Notice            (12)    To give immediate notice to the Landlord of any damage
of damage                 as may be visible to the Tenant on inspection that may
                          occur to the Demised Premises and of any incident to 
                          or defects in the water pipes, gas pipes, electrical 
                          wiring, air-conditioning ducts or any other fittings, 
                          fixtures or other facility provided by the Landlord.

                  (13)    To replace all electric light bulbs, tubes and globes 
                          in the Demised Premises which may become damaged or 
                          broken or fail to light.

                  (14)    To keep all doors and other means of access to the 
                          Demised Premises securely fastened on all occasions 
                          when the Demised Premises are left unoccupied.

Access to         (15)    Save in cases where time does not permit, upon the
premises                  Landlord giving not less than two (2) days' notice in
                          writing, to permit the Landlord and its duly 
                          authorised agents with or without workmen and others 
                          with or without appliances at all reasonable times to
                          enter upon the Demised Premises to examine the state 
                          and condition thereof and to do such works and things
                          as may be 

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                          required for any repairs, alterations or improvements
                          to the Demised Premises and forthwith to repair and
                          mend in a proper and workmanlike manner any defects
                          for which the Tenant is liable and of which written
                          notice shall have been given to the Tenant or left on
                          the Demised Premises and to pay the Landlord's
                          reasonable costs of survey or otherwise in respect of
                          the preparation of any such notice. If the Tenant
                          shall not within fourteen (14) days after the receipt
                          of such notice proceed diligently with the execution
                          of such repairs or works, then the Landlord may enter
                          upon the Demised Premises an execute such repairs or
                          works and the costs thereof shall be a debt due from
                          the Tenant to the Landlord and recoverable forthwith
                          as such.

Use of            (16)    At all times to use and occupy the Premises strictly 
Demised                   for light industrial use and no other purpose.
premises
                                    

Dangerous         (17)    Not to store or bring upon the Demised Premises or any
goods and                 part thereof arms, ammunition, unlawful goods, gun-
unlawful                  powder, salt-petre, chemicals, petrol, kerosene, gas 
storage                   or any goods or things which may be in the opinion of
                          the Landlord of an obnoxious, dangerous or hazardous
                          nature or any explosive or combustible substance and
                          not to place or leave in the Estate any boxes or
                          rubbish or 


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                          otherwise encumber the same PROVIDED ALWAYS that if
                          combustible or inflammable materials are stored in
                          the Demised Premises or any part thereof with the
                          consent in writing of the Landlord any increase in
                          the premium of fire or other insurance as may have
                          been taken out by the Landlord shall be borne by the
                          Tenant.

Nuisance          (18)    Not to use the Demised Premises or any part 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 or to give cause for reasonable complaint
                          from the occupants of adjoining premises or other
                          parts of the Estate.

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

Auction           (20)    Not to permit or carry on any auction sale on the
sale                      Demised Premises.

Signs             (21)    Not to affix, paint or otherwise exhibit or permit to 
                          be affixed, painted or otherwise exhibited or to upon
                          any part of or on the exterior of the Demised
                          Premises or on the


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                          windows and doors thereof without the prior written
                          consent of the Landlord (whose consent shall not be
                          unreasonably withheld or delayed) any signboard,
                          announcement, placard, poster, advertisement,
                          nameplate, flag, flagstaff, or any other notices
                          whatsoever.

Exterior          (22)    To ensure that the decor and design of the exterior
decor and                 of the Demised Premises are in accordance with plans
design                    and specifications previously submitted and promptly 
                          approved by the Landlord, and not to make any changes
                          to such external parts without the prior written
                          consent of the Landlord, such consent not to be
                          unreasonably withheld or delayed.

Sub-letting       (23)    Not to assign, underlet or otherwise part with the
and                       actual or legal possession or the use of the Demised
assignment                Premises or any part thereof for any term whatsoever 
                          without the previous consent in writing of the
                          Landlord, such consent not to be unreasonably
                          withheld or delayed and to ensure that every
                          assignment or underlease or sharing will include in
                          similar form all the covenants, conditions,
                          stipulations or agreements herein contained and on
                          the Tenant's part to be performed and observed.

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Avoidance         (24)    Not to do or permit or suffer to be done anything
of policy                 whereby the policy or policies of insurance on the
and additional            Demised Premises against premium loss or damage
                          by fire or other risks for the time being subsisting
                          may become void or voidable or whereby the rate of
                          premium thereof may be increased and to make good all
                          damage suffered by the Landlord and to repay to the
                          Landlord all sums paid by the Landlord by way of
                          increased premiums and all expenses incurred by the
                          Landlord in or about any renewal of such policy or
                          policies rendered necessary by a breach or
                          non-observance of this covenant. For the purposes
                          aforesaid, the Landlord shall acquaint the Tenant
                          with the terms, conditions and covenants of such
                          policy or policies of Insurance effected by the
                          Landlord on the Demised Premises.


Excess            (25)    Not to load or permit or suffer to be loaded on any
Load                      part of the floors of the Demised Premises to a
                          weight greater than the weight applicable to the
                          Demised Premises as is specified in the Second
                          Schedule hereto and shall when required by the
                          Landlord distribute any load or any part of the floor
                          of the Demised Premises in accordance with the
                          directions and requirements of the Landlord and in
                          the interpretation and application of the provisions
                          of this clause the decision of the surveyor architect
                          or engineer of the Landlord shall be final and
                          binding on the Tenant.


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Indemnity         (26)    That the Tenant shall indemnify and keep indemnified  
                          the Landlord from and against:-

                          (a) all claims, demands, writs, summons,actions,
                              suits, proceedings, judgments, orders, decrees,
                              damages, costs, losses and expenses of any nature
                              whatsoever which the Landlord may suffer or incur
                              in connection with loss of life, personal injury
                              and/or damage to property arising from or out of
                              any occurrence in, upon or at the Demised
                              Premises caused directly or indirectly by the
                              negligence or wilful default of the Tenant or by
                              any of the Tenant's employees, independent
                              contractors, agents, invitees or licensees; and

                          (b) all loss and damage to the Demised Premises, the
                              Estate and to all property therein caused
                              directly or indirectly by the negligence or
                              wilful default of the Tenant or the Tenant's
                              employees, independent contractors, agents,
                              invitees or licensee and in particular but
                              without limiting the generality of the foregoing,
                              caused directly or indirectly by the negligent
                              use or misuse, waste or abuse of water, gas or
                              electricity or faulty fittings or fixtures of the
                              Tenant.


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Tenant's          (27)    At all times during the term hereby created and during
insurance                 any period of holding over to keep current:-

                          (a) an adequate public liability insurance policy in
                              respect of the Demised Premises ;

                          (b) an adequate insurance policy which shall be taken
                              out with an insurance company as aforesaid on
                              internal partitions and all goods belonging to or
                              held in trust by the Tenant in the Demised
                              Premises against loss or damage by fire.

                          and to produce to the Landlord on demand the policies
                          referred to above as well as the receipts for payment
                          of premium in respect thereof.

Compliance        (28)    At all times during the term hereby created to comply
of statutes               with promptly and at the Tenant's expense all such 
                          requirements as may be imposed on the occupier of the
                          Demised Premises by any statute now or hereafter in
                          force and any orders, rules, regulations, requirements
                          and notices thereunder.

Information       (29)    Should the Tenant receive any notice from Government
to Landlord               statutory, public or local authority in respect of the
                          Demised Premises to give notice thereof forthwith in
                          writing to the Landlord.


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Rules and         (30)    To observe and perform and to cause all its employees,
regulations               independent contractors, agents, invitees and 
of Landlord               licensees to observe and perform all the rules and
                          regulations made by the Management Corporation of the
                          Estate or its authorised agents and notified to the 
                          Tenant.

Yield up          (31)    At the expiration or sooner determination of the term
Demised                   hereby stated to yield up the Demised Premises to
                          the Landlord with the fixtures therein (other than
                          trade fixtures) belonging to the Tenant), unless
                          required by the Landlord to be removed, in good and
                          tenantable repair and condition (fair wear and tear
                          and damage due to causes beyond the Tenant's control
                          excepted) together with the keys to the Demised
                          Premises and all doors therein, and if required by
                          the Landlord to remove from the Demised Premises all
                          letterings, internal partitions, fixtures and
                          installations of the Tenant or those which are
                          specified by the Landlord, and to reinstate all
                          air-conditioning installations or other electrical
                          installations to their original state to the
                          reasonable satisfaction of the Landlord, its
                          architect, engineer or consultant. Such removal
                          and/or reinstatement shall be carried out :-

                          (a)  in the case of any electrical, plumbing or air-
                               conditioning works or installations (as described
                               in sub-clause (9) of this clause), by a nominated
                               contractor of the Landlord appointed by the 
                               Tenant ;


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                          (b)  and in all other cases, by a contractor appointed
                               by the Tenant and approved by the Landlord (such
                               approval not to be unreasonably withheld or 
                               delayed) ;

                          under the supervision of the Landlord's architect,
                          engineer or consultant and the Tenant shall pay all
                          reasonable fees and expenses of such architect,
                          engineer or consultant. All damage done to the
                          Demised Premises by such removal shall be made good
                          by the Tenant on or prior to the expiration of the
                          term hereby created and if the Tenant fails to do so
                          the Landlord may make good all such damage and the
                          costs incurred thereby shall be paid by the Tenant to
                          the Landlord within seven (7) days of the Landlord
                          notifying the Tenant of the amount thereof.

Reinstatement     (32)    At the expiration or sooner determination of the term
                          hereby created to reinstate the Demised Premises to
                          its original condition fair wear and tear and damage
                          due to causes beyond the Tenant's control excepted.

Legal costs       (33)    To pay all stamp duty and all the Landlord's legal 
                          costs, charges and expenses of and incidental to the
                          preparation completion and stamping of this Lease and
                          or any assignment, sub-letting 

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                          surrender or other termination thereof otherwise than
                          by effluxion of time and in case of default by the
                          Tenant in performing or observing any covenants
                          herein contained or implied the Tenant shall pay to
                          the Landlord all legal and other costs (on an
                          indemnity basis) charges and expenses for any such
                          default within ten (10) days of the Landlord
                          notifying the Tenant of the amount thereof or with
                          any claim or legal proceedings which may be brought
                          by the Landlord against the Tenant in connection with
                          or arising out of this Lease.

Landlord's        3.      The Landlord hereby covenants with the Tenant as
covenants                 follows:-

                  (1)     To pay all present and future rates, taxes,
                          assessments and outgoings imposed upon or in respect
                          of the Demised Premises or any part
                          thereof.

Insurance         (2)     To insure and keep insured the Demised Premises 
                          (excluding the fittings and fixtures installed by the
                          Tenant) against damage by fire or such other risks as
                          the Landlord may deem fit.

Quiet             (3)     That the Tenant paying the rent and the service
enjoyment                 charge hereby reserved and performing and observing
                          the several covenants herein contained and on its
                          part to be performed and observed shall peaceably
                          hold and enjoy the Demised


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                          Premises without any interruption from the Landlord
                          or any person rightfully claiming under or in trust
                          for it.

To keep in        (4)     The Landlord shall keep the exterior and roof of the
repair                    Building and the lifts, corridors, passages, 
                          staircases, and other common conveniences intended
                          for the use of the Tenant and the Landlord's other
                          tenants in the Building at all times in complete
                          repair and in proper and clean condition and the
                          stairs and passages leading to the Demised Premises
                          well and sufficiently lighted.

Indemnity         (5)     The Landlord shall indemnify and keep indemnified the
                          Tenant from all damages to property belonging to the
                          Tenant arising from or out of any negligence in upon
                          or at the Demised Premises caused directly or
                          indirectly by the Landlord and or any of the
                          Landlord's employees, individual contractors, agents,
                          invitees or licensees.

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

GST               (1)     In the event that any goods and services tax
Clause                    (hereinafter referred to as "GST" which expenses shall
                          include any tax of a similar nature that may be
                          substituted for it or levied in addition to it
                          whatsoever is now or hereafter chargeable by law on
                          any payment hereunder, by whatever name called, the
                          Tenant shall pay such GST in addition 


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                          to all other sums payable hereunder or relating
                          hereto as and when required to be paid, and the
                          Tenant agrees to indemnify the Landlord against the
                          payment if the Landlord is required by law to collect
                          and make payment in respect of such GST.

Re-entry          (2)     If the rent and/or service charge hereby reserved or 
                          any part thereof 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 on the Tenant's part herein contained shall
                          not be performed or observed within twenty-one (21)
                          days of the Landlord's notice in writing to the
                          Tenant specifying the non-performance or
                          non-observance of such covenant or if the Tenant
                          being a company shall go into liquidation whether
                          voluntarily (save for the purpose of amalgamation or
                          re-construction) or compulsorily or if a receiver
                          shall be appointed of its undertaking, property or
                          assets, or being an individual shall have a receiving
                          order or an adjudicating order made against him or if
                          the Tenant shall make any arrangement with creditors
                          for liquidation of its debts by composition or
                          otherwise or if any execution or attachment shall be
                          levied upon or issued against any of the property or
                          assets of the Tenant and shall not be paid off or
                          discharged within fourteen (14) days thereof, then
                          and in any one of the said cases it shall be lawful
                          for the Landlord at any time thereafter to re-enter


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                          upon the Demised Premises or any part thereof in the 
                          name of the whole and thereupon the term hereby 
                          created shall forthwith and absolutely cease and 
                          determine but without prejudice to the right of action
                          of the Landlord in respect of any rent and/or service
                          charge or of any antecedent breach of the Tenant's 
                          covenants herein contained.

Interest          (3)     In addition and without prejudice to any
on arrears                other right, power or remedy of the Landlord, if 
                          the rent and/or service charge hereby reserved or any 
                          part thereof shall at any time remain unpaid for
                          fourteen (14) days after the same shall have become 
                          due (whether any formal or legal demand therefor shall
                          have been made or not) then the Tenant shall pay to 
                          the Landlord interest thereon at three per cent (3%)
                          above the current prime rate for advances for the time
                          being prescribed by The Development Bank of Singapore 
                          Ltd. The Landlord shall be entitled to recover such 
                          interest from the Tenant as if such interest were rent
                          in arrears.

Untenanta-        (4)     If the Demised Premises or any part thereof 
bility                    shall be damaged or destroyed by fire, act of God or
                          other cause beyond the control of the Landlord so 
                          as to render access thereto impossible, the Demised 
                          Premises unfit for occupation and use (except where
                          such damage or destruction has been caused by the 
                          act or default of the Tenant, its servant, 
                          independent contractor, agent, visitors, invitees or
                          licensees) :-



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                          (i)  If the Demised Premises shall become totally 
                               unfit for occupation and use by the Tenant or 
                               access thereto is rendered impossible then the 
                               rent and service charge payable herein shall 
                               cease to be payable during the period whilst 
                               the Demised Premises remains totally unfit for 
                               occupation or use by the Tenant or access
                               thereto is rendered impossible; and

                          (ii) If the Demised Premises whilst not being 
                               rendered unfit for occupation and use by the 
                               Tenant is nevertheless damaged to such an extent 
                               as to interfere with the Tenant's full and proper
                               enjoyment of the said premises then the rent 
                               payable therein shall be reduced by a fair just 
                               and rateable proportion having regard to the 
                               extent of the damage and the interference and 
                               inconvenience caused to the Tenant. The question 
                               of whether the payment of the rent and service 
                               charge shall be suspended or whether only a 
                               proportion as aforesaid shall be payable and the 
                               amount of such proportion of the period during 
                               which the rent or service charge or any part 
                               thereof shall be suspended shall in the event of 
                               a failure to agree on the part of the Landlord 
                               and the Tenant be determined in accordance with 
                               the Arbitration Act (Cap. 10) or any 




                                       22
<PAGE>   23

                               statutory modification or re-enactment for the 
                               time being in force; and 

                          PROVIDED ALWAYS that the Landlord may in its absolute 
                          discretion decide that the Demised Premises are so 
                          badly damaged that it will demolish and rebuild the 
                          Demised Premises instead of repairing the same and in 
                          any such event the Landlord may within ninety (90) 
                          days after such damage has been sustained give notice 
                          to the Tenant in writing of its decision and thereupon
                          this Lease shall terminate and the Tenant shall, 
                          subject to the Landlord promptly refunding to it the 
                          full amount of the deposit paid under Clause 2(1) less
                          any deductions properly made in accordance with the 
                          terms herein (if still in occupation) vacate the
                          Demised Premises without compensation from the 
                          Landlord.

Waiver of         (5)     No condoning, excusing or overlooking by the
covenant                  Landlord of any default, breach, non-
by Landlord               observance or non-performance by the Tenant at any 
                          time or times of any of the Tenant's obligations 
                          herein contained shall operate as a waiver of the
                          Landlord's rights hereunder in respect of any 
                          continuing or subsequent default, breach,  
                          non-observance or non-performance, or so as to defeat 
                          or affect in any way the rights of the Landlord herein
                          in respect of any such continuing or subsequent 
                          default, breach, non-observance or non-performance
                          and no 




                                       23
<PAGE>   24

                          waiver by the Landlord shall be inferred from 
                          or implied by anything done or admitted and signed by 
                          the Landlord. Any consent given by the Landlord shall
                          operate as a consent only for the particular matter
                          to which it relates and shall in no way operate as a 
                          consent only for the particular matter to which it 
                          relates and shall in no way operate as a waiver or 
                          release of any of the provisions hereof, nor shall it 
                          be construed as dispensing with the necessity of 
                          obtaining the specific written consent of the Landlord
                          in future, unless expressly so extended.

Landlord          (6)     The Landlord shall not be liable or in any
not liable for            way responsible to the Tenant or to any of damages
                          the Tenant's employees, independent contractors, 
                          agents, invitees or licensees or to any other person 
                          for any injury, loss or damage which may be suffered 
                          or sustained to any property or by any person in the
                          Demised Premises.

Service of        (7)     Any notice required to be served, delivered 
notice                    or given under this Lease by one party to the other
                          shall be in writing and shall be sufficiently  served
                          if sent by registered post to the last known  address
                          of the other party and shall be deemed to have been
                          received by the other party within twenty-four  (24)
                          hours of posting.

                  (8)     Notwithstanding anything herein contained the Landlord
                          shall not be liable to the Tenant, nor shall the 
                          Tenant have any claim against the Landlord in respect
                          of :-



                                       24
<PAGE>   25

                          (a)  any interruption in any of the services supplied 
                               for the use and benefit of the occupiers of the 
                               Estate and others by reason of necessary repair 
                               or maintenance of any installations or apparatus
                               (provided that the Landlord shall make every 
                               effort to ensure that such necessary repair or 
                               maintenance does not disrupt the use of the 
                               Demised Premises during working hours) or damage 
                               thereof or destruction thereof by fire, water, 
                               riot, act of God or other cause beyond the 
                               Landlord's control or by reason of mechanical or
                               other defects or break-down or other inclement 
                               conditions or shortage of manpower, fuel, 
                               materials, electricity or water or by reason of 
                               labour disputes ; and

                          (b)  any act, omission, default, misconduct or 
                               negligence of any porter, attendant or other 
                               servant or employee, independent contractor
                               or agent of the Landlord in or about the 
                               performance or purported performance of any duty 
                               relating to the provision of the said services
                               or any of them.

Deposit           (9)     The deposit moneys held by the Landlord in 
moneys                    terms of Clause 2(1) hereof shall be refunded to the 
                          Tenant (free of interest)within fourteen (14) days of 
                          the expiry or 



                                       25
<PAGE>   26

                          sooner determination of the term hereby created 
                          subject to any deductions properly and reasonably made
                          for any breach or non-observance of the covenants and 
                          conditions on the part of the Tenant to be performed 
                          and observed herein.

Notice of         (10)    During the period of eight (8) weeks before
vacancy                   the expiry of the term hereby created the Landlord 
                          shall be entitled to exhibit outside the Demised
                          Premises or on the doors thereof a notice stating that
                          the Demised Premises are to be vacant and for letting
                          and the Tenant shall permit (subject to being given 
                          prior written notice four (4) days in advance) all
                          prospective tenants of the Demised Premises 
                          accompanied by a representative of the Landlord free
                          ingress to and egress from the Demised Premises for 
                          the purpose of viewing the Demised Premises.

Area              (11)    By the execution of this Lease the Tenant accepts as 
                          final and correct the area of the Demised Premises as 
                          herein described in the Schedule.

                  (12)    This Lease is subject to approval being given by the 
                          Jurong Town Corporation and all the relevant 
                          authorities with regard to its use and proposed 
                          renovations.

                  (13)    The Tenant shall pay rental to the Landlord for the 
                          period from 16th December 1997 to 31st December 1997 
                          amounting to $16,634.50 plus Goods and Services Tax 
                          thereon by way




                                       26
<PAGE>   27
                          of a Banker's Guarantee to be given on the signing of 
                          this Agreement and which shall be substituted by cash 
                          payment by the first week of January 1998.



                  (14)    (a)  The Tenant shall not assign, sublet, grant a 
                               licence or part with or share the possession or
                               occupation of the Demised Premises or any part 
                               thereof or permit any other party or person by 
                               way of a licence or otherwise to occupy the
                               Demised Premises or any part thereof at any time 
                               during the term hereby created.

                          (b)  The Tenant shall permit Jurong Town Corporation 
                               and/or the Landlord or their respective servants 
                               or agents with or without workmen, tools and
                               equipment during the term hereby created at all 
                               reasonable times to enter upon the Demised 
                               Premises and every part thereof to examine the
                               state and condition of the same and of defects 
                               decays and wants of reparation and of all 
                               breaches of covenant there found.

                          (c)  The Tenant shall not cause or do or suffer to be 
                               done any act or thing which may as between the 
                               Landlord and Jurong Town Corporation constitute 
                               or cause a breach by the Landlord of any of the 
                               terms, covenants, conditions or stipulations on 
                               the part of the Landlord to be observed or 
                               performed 





                                       27
<PAGE>   28
                               by virtue of the lease or sublease between the 
                               Landlord and Jurong Town Corporation  but shall 
                               do or permit to be done any act or thing to 
                               comply with or to prevent a breach of any of such
                               terms, covenants, conditions, or 
                               stipulations with no liability on the part of
                               Jurong Town Corporation for any inconvenience,   
                               loss, damage, costs, expenses or compensation 
                               whatsoever in the event that Jurong Town   
                               Corporation its servants or authorised agents 
                               with or without workmen, tools and equipment 
                               should enter upon the Landlord's premises or the 
                               Demised Premises to do any act or thing which the
                               Jurong Town Corporation is entitled to do by 
                               virtue of the said lease or sublease or of any 
                               laws, by-laws, rules or regulations.

                          (d)  The Landlord shall for the purposes of
                               sub-clause (c) aforesaid acquaint the Tenant
                               with the terms, covenants, conditions and
                               stipulations of the lease or sublease between
                               the Landlord and Jurong Town Corporation and any
                               variations or amendments thereto.

                          (e)  In the event that the Jurong Town Corporation at
                               any time before the expiry of the term hereby
                               created gives three (3) months' notice in
                               writing requiring that this Lease be terminated
                               or becomes entitled to and 





                                       28
<PAGE>   29
  
                               re-enters the Landlord's premises or any part 
                               thereof in the name of the whole this Lease shall
                               upon the expiry of the said notice or upon the 
                               said re-entry absolutely determine without 
                               prejudice to any rights and/or remedies which 
                               have accrued to either party against the other 
                               under this Agreement and without the Jurong Town
                               Corporation being liable for any inconvenience,
                               loss, damages, compensation, costs or expenses
                               whatsoever.

                          (f)  The Tenant shall at his own cost and expense and
                               subject to the prior approval in writing of the
                               Jurong Town Corporation and the relevant
                               Government authorities provide suitable and
                               proper foundation for all machinery, equipment
                               and installations in connection with the
                               approved usage at the Demised Premises. The
                               Jurong Town Corporation shall not be liable for
                               any loss, damage or inconvenience that the
                               Tenant may suffer in connection with any defects
                               caused to the ground/production floor slabs or
                               apron slabs by overloading and any subsidence or
                               cracking of the ground/production floor slabs,
                               aprons, drains and driveways of the production
                               floor slabs, aprons, drains and driveways of the
                               Demised Premises or from other defects inherent
                               or otherwise in the Demised Premises.




                                       29
<PAGE>   30

Interpretation    (15)    In the interpretation of this Lease
                          except to the extent that such interpretation shall
                          be excluded by or repugnant to the context when used
                          herein :-

                          (a)  "the Landlord" shall include the person for the
                               time being entitled to the reversion immediately
                               expectant upon the term hereby created ;

                          (b)  "the Tenant" shall include, if the Tenant is an
                               individual, his personal representatives and
                               permitted assigns, or if the Tenant is a company,
                               its permitted assigns and successors in title ;

                          (c)  "person" shall be deemed to include a
                               corporation.

                          (d)  "Estate" means the land on which the Building is
                               erected.

                          (e)  words importing the singular or plural number
                               shall be deemed to include the plural or singular
                               number respectively and words importing the
                               masculine gender shall include the feminine or
                               neuter gender and vice versa as the case may
                               require ; and

                          (f)  where two or more persons are included in the
                               term "the Tenant" all covenants, agreements,
                               terms, conditions and restrictions shall be



                                       30
<PAGE>   31

                               binding on them jointly and each of them
                               severally and shall also be binding on their
                               personal representatives and permitted assigns
                               respectively jointly and severally.


Marginal          (16)    The marginal notes appearing in this Lease are
notes                     inserted only as a matter of convenience and in no way
                          define, limit, construe or described the scope or
                          intent of the sections or clauses of this Lease, nor
                          in any way affect this Lease.

              5.    SPECIAL PROVISO

              Upon the written request of the Tenant made not less
     than three (3) calendar months before the expiration of the term hereby
     created and if the Tenant shall have strictly and timeously performed
     and observed all covenants undertakings and stipulations herein
     contained and on its part to be performed and observed up to the
     termination of the Tenancy hereby created the Landlord at the option of
     the Tenant shall grant to the Tenant a tenancy of the premises for a
     further term of two (2) years from the expiration of the term hereby
     created at a rent mutually agreed between the Landlord and Tenant to be
     in line with the prevailing market rent but otherwise containing the
     like covenants and conditions as are herein contained excluding this
     proviso for renewal.


                                       31
<PAGE>   32


           THE FIRST SCHEDULE ABOVE REFERRED TO

     ALL THAT part particularly delineated in red in the plan annexed hereto
on the fourth story of the building (the "Building") known as 'GTW' Building
erected on private Lot A 13512 forming part of Government Survey Lot No 4726 MK
23 Paya Lebar and estimated to contain an area of 17,000 sq. feet and which said
unit is officially known as #04-01 GTW Building, No. 11 Tai Seng Drive,
Singapore.

<TABLE>
<CAPTION>
           THE SECOND SCHEDULE ABOVE REFERRED TO

===================================================================
                                              Maximum Permissible
                                             Superimposed or Live
  Storey                  Approved Use           Load (KN/m2)
-------------------------------------------------------------------
<S>       <C>                                            <C>
1st       Loading/Unloading/Showroom                     20 KN/m2

          Water Tank / Pump Room                         20 KN/m2

          Transformer Room                               16 KN/m2
     
          Sprinkler Control Room & MDF Room / 

          Bin Centre                                    7.5 KN/m2

          Consumer Switch Room                          5.0 KN/m2

          Staircase / Lift Lobby                          4 KN/m2

          Toilets                                         2 KN/m2

          Warehouse                                      20 KN/m2
2nd to
6th
          Staircase / Lift Lobby                        4.0 KN/m2

          Toilets                                       2.0 KN/m2

Roof        Roof                                        1.5 KN/m2

          Generator Room / Sprinkler Pump Room          7.5 KN/m2

          Upper Roof                                   0.75 KN/m2

===================================================================
</TABLE>




                                       32
<PAGE>   33


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



SIGNED by                       )
for and on behalf of the        )
Landlord in the presence of:-   )










SIGNED by                    )
for and on behalf of the     )
Tenant in the presence of :- )




                                       33
<PAGE>   34






DATED THE                            DAY OF                                1997






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


                               LEASE AGREEMENT FOR

                               #04-01 GTW BUILDING

                              NO. 11 TAI SENG ROAD

                                    SINGAPORE

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







                                M/S B.T. TAN & CO
                             ADVOCATES & SOLICITORS
                                    SINGAPORE
                             (REF : TBT.BH.495.978)