<PAGE>   1
                                 OFFICE PREMISES

                                 DATED DECEMBER
                                    1, 1997.



                         WIDE HARVEST INVESTMENT LIMITED


                                       and


                        EQUITY MARKETING HONG KONG, LTD.




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

                                TENANCY AGREEMENT

                                       of

                     Suite Nos. 10,11,12,13 and Store Room A
               on the 19th Floor of Tower 3, China Hong Kong City,
                   China Ferry Terminal, Canton Road, Kowloon.

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











                                BAKER & McKENZIE
                                   Solicitors
                              1401 Hutchison House
                                    Hong Kong


<PAGE>   2

         AN AGREEMENT     made the first day of December One thousand nine
                          hundred and ninety-seven

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

                    WHEREBY IT IS AGREED as follows :-

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

Rental deposit 2.   The Tenant shall on the signing hereof
                    deposit with the Landlord the sum specified in Part V of the
                    First Schedule hereto (adjusted where necessary in the
                    manner hereinafter provided) and security for the due
                    payment of the said rent and the due observance and
                    performance of the terms conditions and stipulations herein
                    contained and on the part of the Tenant to be observed and
                    performed and the said deposit shall be retained by the
                    Landlord throughout the said term free of any interest to
                    the Tenant with power for the Landlord without prejudice to
                    any other right or remedy hereunder to deduct therefrom the
                    amount of any rent, surcharge or other payments fall due
                    under this Agreement and subject as aforesaid the same or
                    the balance thereof after satisfaction of the amount of any
                    costs, expenses, loss or damage sustained by the Landlord as
                    a result of any non-observance or non-performance by the
                    Tenant of any such agreement stipulation or condition shall
                    be returned to the Tenant without compensation or interest
                    within 45 days





<PAGE>   3

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

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

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

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

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

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

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





<PAGE>   4

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

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

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

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

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

Water, gas and         (c)    To pay and discharge punctually during the said
electricity charges           term all charges (including all necessary
                              deposits) in respect of water, gas, electric
                              light, power and telephones as may be shown by the
                              separated meter




<PAGE>   5

                              or meters installed upon the said premises or by
                              accounts rendered to the Tenant.

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

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

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

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

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

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

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

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






<PAGE>   6

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

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

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

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

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

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

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

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





<PAGE>   7

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

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

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

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

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

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

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

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

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

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

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

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

                                     (3)    Three layout prints of all case work
                                            including the






<PAGE>   8

                                            location of all sockets, switches,
                                            fuse box, telephone points, size,
                                            weight and location of safe, if any.

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

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

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

Reimbursement to       (o)    The Landlord shall have the right to perform on
Landlord                      behalf of and for the account of the Tenant, any
                              of the Tenant's work which the Landlord determines
                              shall be so performed. Such work shall be limited
                              to work which the Landlord deems necessary to be
                              done on an emergency basis, work caused by the
                              Tenant's fault, and work which pertains to
                              structural components, the general utility systems
                              for the said Building and the erection of
                              temporary safety barricades and temporary signs
                              during construction.

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

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




<PAGE>   9

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

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


Entry by Landlord      (t)    To permit the Landlord or its agents with or
                              without workmen or other persons authorised by it
                              and with or without appliances at all reasonable
                              times to enter into and upon the said premises and
                              to examine the conditions thereof and thereupon
                              the Landlord may serve upon the Tenant notice in
                              writing specifying any repairs necessary to be
                              done and require the Tenant forthwith to execute
                              the same and if the Tenant shall not within ten
                              days after the service of such notice proceed
                              diligently with the execution of such repairs then
                              to permit the Landlord to enter upon the said
                              premises and execute such repairs and the costs
                              thereof (the amount thereof in case of difference
                              to be determined by the Landlord's agent) together
                              with the interest thereon at the rate of 2% per
                              month calculated from the date on which such costs
                              are incurred by the Landlord to be paid by the
                              Tenant shall be a debt due from the Tenant to the
                              Landlord and be forthwith recoverable by action.

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

Entry by the           (v)    To keep all windows and doors of the said premises
Landlord to close             closed and to permit the Landlord or its servants
                              and agents and others from time




<PAGE>   10

Windows and                   to time during the said term to enter upon the
doors                         said premises for the purpose of closing any
                              doors or windows.

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

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


Repair of              (y)    To permit the Landlord and its duly authorised
neighbouring                  agents workmen and others appointed by it at all
premises                      reasonable times during the said term (but upon
                              giving a reasonable previous notice in writing
                              save in case of emergency) to enter into and upon
                              the said premises and to execute any works of
                              renewal cleansing alteration or repair to any
                              adjacent or neighbouring premises or to the
                              building of which the said premises form part.


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

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

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





<PAGE>   11

                              always that if the Tenant shall at any time fail
                              to keep such insurance on foot the Landlord may do
                              all things necessary to effect and maintain such
                              insurance and any monies expended by the Landlord
                              for that purpose shall be recoverable from the
                              Tenant on demand.

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

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

Installation &         (ae)   (i)    To fit out the interior of the said
Alterations                          premises in accordance with the drawings
                                     approved by the Landlord and not without
                                     the prior written consent of the Landlord
                                     to make any alteration or addition to the
                                     said premises or any part thereof either
                                     internally or externally or to any fixtures
                                     or fittings or electrical wiring or
                                     electrical mechanical or air-conditioning
                                     installations therein or to any item
                                     therein (whether or not of a structural
                                     nature).

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

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

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







<PAGE>   12

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

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

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

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

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

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

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



<PAGE>   13

                              (i)    In the case of a tenant which is a
                                     partnership the taking in of one or more
                                     new partners whether on the death or
                                     retirement of an existing partner or
                                     otherwise.

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

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

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

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

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

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

Responsible for        (aj)   To be wholly responsible for and to indemnify the
acts of servants              Landlord against all damage loss or injury
                              occasioned to the said premises or any part of the
                              said building or any adjacent or neighbouring
                              premises to any



<PAGE>   14

agents and                    person whether directly or indirectly through the
licensees                     defective or damaged conditions of any part of
                              the interior of the said premises or any fixtures
                              fittings wiring or piping therein for the repair
                              of which the Tenant is responsible hereunder or
                              through or in any way owing to the spread of fire
                              or smoke or the leakage or overflow of water
                              including storm or rain water from the said
                              premises or any part thereof or through the act
                              default or neglect of the Tenant or the servants
                              agents licensees or invitees of the Tenant.

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

Sleeping of            (al)   Not without the Landlord's prior permission in
domestic use                  writing, permit any person to remain in the said
                              premises overnight. Such permission shall only be
                              given to enable the Tenant to post watchmen to
                              look after the contents of the said premises,
                              which shall not be used as sleeping quarters or as
                              domestic premises within the meaning of the
                              Landlord and Tenant (Consolidation) Ordinance for
                              the time being in force.

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

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

Signs                  (ao)   Not to affix, erect, attach, exhibit, display or
                              permit or suffer so to do to be done upon any part
                              within or on the exterior of the said premises or
                              to or through any windows thereof any writing
                              sign, decoration, signboard notice advertisement
                              placard neon light or other device whether
                              illuminated or not which may be visible from
                              outside the said premises except the display of
                              name-plate or signboard of the Tenant and their
                              lawful subtenant or licensee at the entrance to
                              the said premises the size and position of such
                              name-plate or signboard shall be subject to the
                              approval of the Landlord. The Landlord or its
                              authorised agents shall have absolute discretion
                              in granting or refusing such approval and any
                              approval to









<PAGE>   15

                              be granted shall be subject to such conditions as
                              the Landlord or its authorised agents may think
                              fit. The landlord or its authorised agents shall
                              have the right to remove at the cost and expense
                              of the Tenant any unauthorised writing, sign,
                              decoration signboard notice advertisement placard
                              neon light or device affixed or put up or
                              displayed without the proper approval of the
                              Landlord or its agents.

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

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

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


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

Vermin                 (at)   The Tenant shall take all due precautions to
                              ensure that the said premises do not become
                              infested with insects or vermin. In the






<PAGE>   16

                              event of the premises becoming so infested the
                              Tenant shall pay the cost of extermination as
                              arranged or approved by the Landlord and the
                              selected exterminators shall be given full access
                              to the said premises for such purpose.

Rules and              (au)   To observe faithfully and comply strictly with
Regulations                   such reasonable Rules and Regulations as the
                              Landlord or the Landlord's agents from time to
                              time prescribe for the proper management and
                              maintenance of the said premises and the said
                              building. Notice of any additional Rules or
                              Regulations shall be given in such manner as the
                              Landlord may elect. The Rules and Regulations set
                              out in the Third Schedule hereto and such
                              additional Rules or Regulations shall constitute
                              the initial Rules and Regulations binding upon the
                              Tenant and shall have the same force and effect as
                              if set out in the body of this agreement.

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

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

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

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

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

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





<PAGE>   17
Use of building        (bb)   Not without the previous written consent of the
name                          Landlord to use or permit to be used the
                              name/logo or any part of the name/logo of the
                              Landlord or of the said building or any picture
                              representation or likeness of the whole or any
                              part of such name/logo or of the said building or
                              of the said premises in connection with the
                              business or operations of the Tenant or for any
                              purpose whatsoever other than to indicate the
                              address and place of business of the Tenant.

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

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

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

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

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







<PAGE>   18

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

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

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

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

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

                    5. It is hereby expressly provided as follows :

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





<PAGE>   19
                                     by the Landlord in demanding the rent
                                     and the surcharge and other charges (if
                                     the Landlord elects to demand) shall be
                                     paid by the Tenant and shall be
                                     recoverable from him as a debt.

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

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

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

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






<PAGE>   20

                              of the same or any local Regulations or other
                              circumstances beyond the control of the Landlord
                              it is not practicable or reasonable to do so.

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

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

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

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

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



<PAGE>   21

Accidents and          (h)    The Landlord shall not be responsible to the
Injury to Tenant's            Tenant or the Tenant's licensees servants agents
chattel                       or other persons in the said premises or calling
                              upon the Tenant for any accident happening or
                              injury suffered or damage to or loss of any
                              chattel or property sustained on the said premises
                              or in the said building.

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

Delivery of vacant     (j)    The Tenant shall deliver up vacant possession of
                              the said premises possession to the Landlord with
                              all fixtures fittings and additions therein and
                              thereto at the expiration or sooner determination
                              of this Agreement in good clean and tenantable
                              repair and condition in accordance with the
                              stipulations herein before contained together with
                              all keys giving access to all parts of the said
                              premises provided that where the Tenant has made
                              any alterations or installed any fixtures fittings
                              or additions in or to the said premises and
                              notwithstanding that the Landlord's consent for so
                              doing may have been obtained, the Landlord may at
                              its sole discretion require the Tenant at the
                              Tenant's sole cost and expense to reinstate or
                              remove or do away with all or any such alterations
                              fixtures fittings or additions or any part or
                              portion thereof and to make good and repair in a
                              proper and workman like manner any damage to the
                              said premises and the Landlord's fixtures and
                              fittings therein as a result thereof before
                              delivering up the said premises to the Landlord.

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

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








<PAGE>   22
                              continuing or subsequent default or breach and no
                              waiver by the Landlord shall be inferred from or
                              implied by anything done or admitted by the
                              Landlord unless expressed in writing and signed by
                              the Landlord.

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

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

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

Service of notice      (p)    Any notice hereunder shall be in writing and any
                              notice to be served by one party on the other
                              party under the terms of this Agreement shall be
                              duly served if left at or despatched by registered
                              post to the last known address of the other party
                              in Hong Kong.

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

No premium or          (r)    The Tenant hereby expressly admits and declares
fine                          that no premium or fine or other consideration or
                              key money has been paid to the





<PAGE>   23

                              Landlord by the Tenant for the creation of this
                              tenancy.

Sale and               (s)    If at any time during the tenancy hereby created
redevelopment                 the Landlord shall enter into a contract for the
                              sale of the said building or of any part thereof
                              which shall include the said premises or if the
                              Landlord shall resolve to redevelop the said
                              building or any part thereof whether wholly by
                              demolition and rebuilding or otherwise, or
                              partially by renovation, re-furbishment or
                              otherwise (which intention so to redevelop shall
                              be sufficiently evidenced by a copy of a
                              Resolution of its Directors certified to be a true
                              and correct copy by its Secretary) then in either
                              of such events the Landlord shall be entitled to
                              give six clear calendar months' notice in writing
                              expiring at the end of any calendar month during
                              the tenancy hereby created terminating this
                              Agreement and immediately upon the expiration of
                              such notice this Agreement and everything herein
                              contained shall cease and be void but without
                              prejudice to the rights and remedies of either
                              party against the other in respect of any
                              antecedent claim or breach of any of the
                              agreements or stipulations herein set out.

                       (t)    The Tenant hereby expressly agrees to deprive
                              itself of all rights (if any) to protection
                              against eviction or ejectment provided by any
                              existing or future legislation from time to time
                              in force and applicable to the said premises or to
                              this tenancy and the Tenant agrees to deliver up
                              vacant possession of the said premises to the
                              Landlord on the expiration or sooner termination
                              of the tenancy hereby created notwithstanding any
                              rule of law or equity to the contrary.

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

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

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

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





<PAGE>   24

                                     commercial Building.

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

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

Joint and Several      (w)    In this Agreement where the context so permits or
Liability                     requires the words importing the singular number
                              shall include the plural number and vice versa and
                              word importing the masculine gender shall include
                              the feminine gender and neuter gender and where
                              there are two or more persons included in the
                              expression "the Tenant" covenants expressed to be
                              made by the Tenant shall be deemed to be made by
                              such persons jointly and severally.

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



<PAGE>   25

                      THE FIRST SCHEDULE ABOVE REFERRED TO

                                     PART I


EQUITY MARKETING HONG KONG, LTD. a company incorporated in Delaware, USA and
having its principal place of business in Hong Kong at Suite 10-12, 19th Floor
Tower 3, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon,, Hong kong.



                               PART II - PREMISES


Suite Nos. 10,11,12,13 and Store Room A on the 19th Floor of Tower 3 of China
Hong Kong City, China Ferry Terminal, Canton Road, Kowloon which for the
purposes of identification only is shown on the Floor Plan annexed hereto and
thereon coloured Pink.


                                 PART III -TERM


Two years commencing from the 1st day of December 1997 to the 30th day of
November 1999 (both days inclusive.)



                                 PART IV - USER


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


                                PART V - DEPOSIT


The deposit subject to increase in accordance with Clause 3 (a) (vi) of this
Agreement shall be HK$507,897.00.




<PAGE>   26




                      THE SECOND SCHEDULE ABOVE REFERRED TO


                                     PART I

                               PARTICULARS OF RENT


The rent throughout the said term hereby created shall be HK$148,950.00 per
calendar month payable in advance on the first day of each and every calendar
month.



                                     PART II

                            PARTICULARS OF SURCHARGES


The monthly surcharge to cover the costs of building management and
air-conditioning throughout the said term subject to increase in accordance with
clause 3 (a)(iv) of this Agreement shall be HK$20,349.00 per calendar month
payable in advance on the first day of each and every calendar month.




<PAGE>   27

                      THE THIRD SCHEDULE ABOVE REFERRED TO

                              RULES AND REGULATIONS


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

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

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

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

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

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

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

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

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

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




<PAGE>   28

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

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

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

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

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



<PAGE>   29




                      THE FOURTH SCHEDULE ABOVE REFERRED TO

                                SPECIAL CONDITION


                                       NIL






<PAGE>   30


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


SIGNED by                                       )
                                                )   (signed by Sino real Estate
                                                )   Agency Ltd. Lawrence Chong
                                                )   Koo Siong of Sino Real
                                                )   Estate Agency Limited, a
                                                )   company duly authorised by
for and on behalf of the Landlord               )   the Board of  Directors of
whose signature is verified by :-               )   the Landlord)


                (SIGNED)

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


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


               (Signed by Ms. Chan So Ping
                 Holder of Hong Kong Identity
                 Card No. G547826(9))




R  E  C  E  I  V  E  D  the day and year        )
first above written of and from the             )
Tenant the sum of HONG KONG DOLLARS             )   (signed by Sino Real Estate
FIVE HUNDRED AND SEVEN THOUSAND                 )   Agency Ltd.
EIGHT HUNDRED AND NINETY SEVEN                  )   Agent for the landlord for
(of which HK$490,704.00 shall be transferred    )   the sole purpose of
from the previous Tenancy Agreement) being the  )   execution of this Agreement)
above mentioned deposit to be paid by the       )
Tenant to the Landlord.                         )   HK$507,897.00