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Sample Business Contracts

Hong Kong-Kowloon-39 Chatham Road South Tenancy Agreement - Same Fast Ltd. and Man Sang Jewellery Co. Ltd.

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                        Dated the 24th day of June 1996.


                                SAME FAST LIMITED

                                       and

                       MAN SANG JEWELLERY COMPANY LIMITED


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

                                TENANCY AGREEMENT

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


                   REGISTERED in the Land Registry by Memorial
                   No. UB 6679777 on 18 July 1996




                                            /s/ illegible
                                            ------------------------------------
                                            FOR LAND REGISTRAR




                              PAUL K. C. CHAN & CO.
                                   Solicitors
                                    Room 801,
                                Chinachem Tower,
                          34-37 Connaught Road Central,
                                    Hong Kong

                               Ref: PC/AT/av/2871
                         Disk Ref: b:conv29:2871nt01.ta


<PAGE>
     THIS  AGREEMENT is made the 24th day of June One Thousand  Nine Hundred and
Ninety Six.

PARTIES

     BETWEEN the parties more  particularly  described  and set out in the First
Schedule hereto.

WHEREBY IT IS AGREED as follows:

DESCRIPTION OF PREMISES

1.   DESCRIPTION OF PREMISES

     The  Landlord  shall let and the Tenant  shall take on an "as is" basis ALL
     THAT the premises  more  particularly  described  and set out in the Second
     Schedule  hereto and for  identification  purposes  only more  particularly
     shown on the plan annexed hereto and thereon  colored Pink and Pink hatched
     Black (hereinafter  referred to as "the said Premises") forming part of the
     messuages  erections and buildings  known as Railway Plaza,  No. 39 Chatham
     Road  South,  Kowloon,  Hong  Kong  (hereinafter  referred  to as "the said
     Building")  erected on ALL THOSE pieces or parcels of ground  situate lying
     and being at Hong Kong and respectively  registered in the Land Registry as
     The Remaining  Portion of Kowloon Inland Lot No. 10453,  Kowloon Inland Lot
     No.  8511  and The  Remaining  Portion  of  Kowloon  Inland  Lot  No.  7700
     (hereinafter  referred  to as "the said Land")  TOGETHER  with the right in
     common with the  Landlord  and all others  having the like right to use and
     enjoy all entrances,  staircases,  landings, passages and lavatories in the
     said  Building in so far as the same are  necessary  for the proper use and
     enjoyment of the said  Premises AND ALSO  TOGETHER with the right in common
     as  aforesaid  to  use  and  enjoy  all   escalators,   lifts  and  central
     air-conditioning  and heating services (if any) intended for common use and
     provided  and  installed  in the said  Building  whenever the same shall be
     operating for the term and at the rent more particularly  described and set
     out in the Third Schedule hereto.

2.   TERM AND RENT DEPOSITS

     The Tenant shall on the signing of this  Agreement  deposit to the Landlord
     the sums more  particularly  described  and set out in the  Third  Schedule
     hereto  (hereinafter  referred to as "the said deposit")  representing  the
     aggregate of 3 months rent and  air-conditioning  charge and management fee
     to secure the due performance and observance of the agreements,


                                      - 2 -
<PAGE>
     stipulations and conditions  herein contained and on the part of the Tenant
     to be observed and performed.  At the expiration or sooner determination of
     this  Agreement if the Tenant shall have paid all rent or air  conditioning
     charge and  management  fee or other sums  payable  hereunder  and if there
     shall  be no  breach  non-observance  or  non-performance  of  any  of  the
     agreements,  stipulations  or conditions  herein  contained on the Tenant's
     part to be observed and performed  the Landlord  shall refund to the Tenant
     the said  deposit  within  twenty-one  (21) days after  delivery  of vacant
     possession  of the said  Premises to the  Landlord but without any interest
     thereon  but if  there  shall be any rent or air  conditioning  charge  and
     management  fee or other sums  payable  hereunder  in arrears the  Landlord
     shall be entitled to apply the said deposit towards payment of such arrears
     and if there shall be breach  non-observance or  non-performance  of any of
     the agreements, stipulations or conditions herein contained on the Tenant's
     part to be observed and performed  the Landlord  shall be entitled to apply
     the said  deposit  or such part or parts  thereof  towards  remedying  such
     breach (in so far as this may be  possible) in which event the Tenant shall
     within  seven (7) days of a written  demand by the  Landlord as a condition
     precedent to the  continuation  of the tenancy hereby created  deposit with
     the  LANDLORD the amount by which the said deposit may have been reduced (a
     certificate  issued by the Landlord in this connection  shall be conclusive
     and  binding  upon the Tenant save for  manifest  errors) and if the Tenant
     shall fail so to do the Landlord shall forthwith be entitled to forfeit the
     tenancy  hereby  created  and to  re-enter  on  the  said  Premises  and to
     determine  this  Agreement in which event the Landlord shall be entitled to
     deduct sums  sufficient to compensate the Landlord for all losses costs and
     expenses  suffered  as a  result  thereof  from the  said  deposit  without
     prejudice  to any other right or remedy of the  Landlord  hereunder.  In no
     event  however  shall the Tenant be entitled  to treat  payment of the said
     deposit  as  payment  of  the  rent  or the  air  conditioning  charge  and
     management fee or other charges or fees payable hereunder.

3.   TENANT'S OBLIGATIONS

     The Tenant to the intent  that the  obligations  hereunder  shall  continue
     throughout the term hereby agrees with the Landlord as follows:

     (a)  TO PAY RENT

          To pay the rent on the  days and in the  manner  herein  provided  for
          payment thereof.

     (b)  TO PAY RATES TAX, ETC.

          To pay and discharge all rates, taxes,  assessments,  duties, charges,
          impositions  and  outgoings  of an annual or  recurring  nature now or
          hereafter  to  be  assessed,   imposed,  charged,  or  levied  by  the
          Government  of Hong  Kong or  other  lawful  authority  upon  the said
          Premises  or upon  the  owner  or  occupier  thereof  (Crown  Rent and
          Property Tax and expenses of a capital or  non-occurring  nature alone
          excepted).


                                      - 3 -
<PAGE>
     (c)  TO PAY SERVICE CHARGES AND DEPOSITS.

          To pay and  discharge  punctually  during  the term all  deposits  and
          charges for gas,  water,  electricity,  telephone  and other  services
          whatsoever  now or at any time  hereafter  consumed  by the Tenant and
          chargeable  in respect of the said  Premises and to pay and  discharge
          all  necessary  deposits  for the supply of gas,  water,  electricity,
          telephone  and  other  services  for the  common  area and the  common
          service  facilities  of the said  Building when required and to comply
          with all  requirements of the gas, water,  electricity,  telephone and
          other services  authorities  or suppliers  relating to the use of such
          services  authorities  or the fitting out of the said  Premises by the
          Tenant  Provided  That if there shall be more than one tenant to share
          the use of one gas,  water or  electricity  meter (as the case may be)
          then the charges for the supply of gas, water or  electricity  (as the
          case  may be) to such  tenants  shall be  shared  and paid by the said
          tenants in proportion.

     (d)  TO PAY AIR CONDITIONING AND SERVICE CHARGES

          i.   TO PAY AIR CONDITIONING AND SERVICE CHARGES

               To pay the  Landlord  punctually  during  the term  such  monthly
               contribution  towards  the costs,  charges and  expenses  for the
               maintenance  and  supply  of  air   conditioning  and  management
               services or  otherwise  as shall be required by the  Landlord and
               unless and until otherwise  demanded by the Landlord such monthly
               contribution shall be such sum as more particularly  specified in
               the Third Schedule hereto.

          (ii) ADJUSTMENT OF AIR CONDITIONING CHARGE AND MANAGEMENT FEE

               If at any time during the term the operating cost relative to the
               supply  of  the  air  conditioning  and  management  services  or
               otherwise shall have risen the Landlord shall have the right from
               time to time to  increase  the air  conditioning  and  management
               service   charges  in  proportion  to  the  said  increase  whose
               assessment shall be conclusive.

          (iii) OPERATING HOURS OF AIR CONDITIONING

               The Landlord  and/or the manager  charged with the  management of
               the said Building  during the term of the tenancy ("the Manager")
               reserves the right to change the  operating  hours of the central
               air conditioning system of and in the said Building.


                                      - 4 -
<PAGE>
          (iv) EXTRA AIR  CONDITIONING  CHARGE AND  MANAGEMENT  FEE FOR EXTENDED
               HOURS OF AIR CONDITIONING

               Should  the  Tenant  require  the  operating  hours  of  the  air
               conditioning be extended, the Tenant shall pay to the Landlord or
               the Manager (where  applicable) such extra and additional charges
               at  such  hourly  rate  or  monthly   contribution  as  shall  be
               determined by the Landlord or the Manager (where applicable) from
               time  to  time  for  the   supply  of   extended   hours  of  air
               conditioning.

          (v)  TO PAY COST OF  REPAIRING  AIR  CONDITIONING  PLANT IF DAMAGED BY
               NEGLECT OF TENANT

               To  reimburse  to the Landlord the cost of repairing or replacing
               any air  conditioning  units or any part of the air  conditioning
               apparatus  or  installation  within  the said  Premises  which is
               damaged or defective  unless the Tenant can prove that the defect
               or  damaged  condition  hereinbefore  referred  to was due to the
               negligence of the Landlord or any of its  contractors,  servants,
               employees or agents.

     (e)  TO SUBMIT LAYOUT PLANS FOR APPROVAL

          (i)  The Tenant  shall within  fourteen  (14) days upon receipt of the
               Fit Out Guide in respect of the said Building at its own cost and
               expense prepare and submit layout plans and specifications to the
               Landlord  and the  Manager  for their  approval.  Failure  of the
               Tenant to submit the layout plans and  specifications  within the
               prescribed  time for approval shall not entitle the Tenant to any
               extension of the commencement  date of the tenancy hereby created
               nor  to  any  extension  of  the  payment  of  the  rent  or  air
               conditioning  charge  and  management  fee  payable by the Tenant
               hereunder.

          (ii) TO FIT OUT IN ACCORDANCE WITH APPROVED LAYOUT PLANS

               To  fit  out  the  said  Premises  at  the  Tenant's  expense  in
               accordance  with such layout  plans and  specifications  as shall
               have been  first  submitted  to and  approved  in  writing by the
               Landlord and the Manager in a good and proper workmanlike fashion
               and in all respects in a style and manner  appropriate to a first
               class office and commercial  building and so to maintain the same
               throughout   the  term  in  good  repair  and  condition  to  the
               satisfaction  of the Landlord  and the  Manager.  In the event of
               such approval being requested,  it shall be a condition precedent
               to the granting thereof that the Tenant shall

                                      - 5 -
<PAGE>
               pay to the Landlord  and the Manager all fees and costs  incurred
               by  the  Landlord  and  the  Manager  in  employing   architects,
               engineers,  professionals,  specialist and/or  consultants to vet
               examine and scrutinize such layout plans and specifications. Such
               approval  from the  Landlord  and the  Manager  shall in no event
               relieve  the  Tenant  from  the   responsibility  to  obtain  all
               necessary  permits  and  licenses  pertaining  to the fitting out
               works and the Tenant  shall give all notices  required  and shall
               comply with all Ordinance, rules, regulations and all regulations
               and  by-laws of any public  utility  company  or  authority.  The
               Tenant shall not cause or permit to be made any variations to the
               approved  layout  plans  and  specifications  or to the  interior
               design or layout of the said Premises  without the prior approval
               in writing of the Landlord and the Manager. An administration fee
               will be charged for any services  provided or deemed necessary to
               be  provided  by the  Landlord  and the Manager in respect of the
               fitting out works of the Tenant.

     (f)  COVENANTS FOR REPAIR

          At the expense of the Tenant to keep the interior of the said Premises
          including but not limited to the flooring or interior plaster or other
          finishes or rendering to walls, floors and ceilings and the Landlord's
          fixtures and fittings therein and all additions  thereto including all
          doors, windows, air conditioning  fancoils,  electrical  installations
          and wirings, toilet equipments, ventilators, fire fighting equipments,
          flush  system  apparatus  and  water  apparatus  in  good  repair  and
          condition  to  the  satisfaction  of the  Landlord  and  to  well  and
          sufficiently  preserve  repair and maintain the same and to deliver up
          the same to the Landlord at the expiration or sooner  determination of
          the term in like  condition.  In  particular,  but  without in any way
          limiting the foregoing:

          (i)  TO PAY COST OF REPLACING BROKEN WINDOWS, ETC.

               To reimburse  to the  Landlord  the cost of replacing  all broken
               and/or damaged windows,  shutters,  glass or plate glass (if any)
               of or in the said Premises or the said Building  whether the same
               be broken or  damaged by the  negligence  of the Tenant or any of
               its servants, employees, agents, invitees, licensees or customers
               or by circumstances beyond the control of the Tenant.

          (ii) TO INSTALL, REPAIR OR REPLACE ELECTRICAL WIRINGS, ETC. WITHIN THE
               PREMISES

               At the expense of the Tenant to install, repair or replace, if so
               required by the appropriate supply company,  statutory undertaker
               or  authority  as  the  case  may  be  under  the  terms  of  any
               Electricity  Supply or  similar  Ordinance  for the time being in
               force or any Orders in Council or Regulations made thereunder


                                      - 6 -
<PAGE>
               all electrical  wirings  installations and fittings  installed by
               the Tenant within the said Premises.

          (iii) TO KEEP SANITARY APPARATUS IN GOOD REPAIR AND CONDITION

               At the  expense  of the Tenant to keep the water  tanks,  drains,
               pipes,  toilets,  lavatories,  sanitary or plumbing apparatus and
               other water apparatus  (hereinafter  collectively  referred to as
               "the Sanitary  Apparatus") used exclusively by the Tenant and its
               servants, employees, agents, invitees, licensees and customers in
               good,   clean  and   tenantable   repair  and  condition  to  the
               satisfaction   of  the  Landlord  and  in  accordance   with  the
               regulations or by-laws of all Public Health and other  government
               authorities  concerned  and to pay to the  Landlord on demand all
               costs  and  expenses   incurred  by  the  Landlord  in  cleaning,
               clearing,  repairing or replacing  any of the Sanitary  Apparatus
               choked,  impeded,  blocked or stopped up owing to the careless or
               improper  use or neglect  by the  Tenant or any of its  servants,
               employees, agents, invitees, licensees or customers.

          (iv) TO PAY COST OF REPLACING LIGHT BULBS

               To reimburse  to the Landlord the cost of replacing  any damaged,
               broken,  defective or burned out electric light bulbs,  tubes and
               globes in the said Premises which are provided by the Landlord.

          (v)  TO BE  RESPONSIBLE  FOR ANY LOSS OR DAMAGE CAUSED TO ANY PROPERTY
               OR ANY PERSON

               To be wholly  responsible for any loss damage or injury caused to
               any  property  or to any  other  person  whomsoever  directly  or
               indirectly through the defective or damaged condition of any part
               of the  interior of the said  Premises  and/or the  fixtures  and
               fittings  therein  and/or  all  additions  thereto  the repair or
               maintenance  of  which  is  the   responsibility  of  the  Tenant
               hereunder  and to make good the same by payment or otherwise  and
               to  indemnify  and keep  indemnified  the  Landlord  against  all
               actions proceedings, claims and demands made upon the Landlord in
               respect  of any such  loss,  damage or  injury  and all costs and
               expenses  (including  legal  costs  on a  full  indemnity  basis)
               incurred by the Landlord incidental thereto.

          (vi) TO PROTECT INTERIOR FROM STORM OR TYPHOON

               To take all reasonable precautions to protect the interior of the
               said Premises


                                      - 7 -
<PAGE>
               from  storm or  typhoon  damage  and in the event of such  damage
               being  incurred to repair the damage or restore the said Premises
               to a proper state and condition in accordance  with the covenants
               for repair contained in this Clause 3(f).

     (g)  EMPLOY CLEANING CONTRACTOR

          (i)  The Tenant shall employ a cleaning  contractor at its own expense
               for the  cleaning  of the said  Premises  in the  event  that the
               Tenant shall not have  employed its own staff for cleaning of the
               said Premises.

          (ii) TO BE RESPONSIBLE FOR REMOVAL OF GARBAGE AND REFUSE

               The cleaning  contractor shall be responsible for the removal and
               disposal  of all  garbage  or refuse  each and every day from the
               said  Premises  to such  location  as shall be  specified  by the
               LANDLORD  and/or the  Manager  in the manner and  subject to such
               reasonable  rules  and  regulations  prescribed  by the  Landlord
               and/or the Manager  from time to time and until such time as such
               garbage  or  refuse is  removed  from the said  Building  to keep
               within the said Premises the same  securely  sealed in containers
               of a design as specified by the Landlord  and/or the Manager from
               time to time.

          (iii) TO COOPERATE WITH CLEANING CONTRACTOR AND OTHERS

               To render full cooperation to the cleaning contractor and tenants
               or occupiers of the other parts of the said  Building with a view
               to keep the said Premises and the said Building at all times in a
               neat and tidy condition.

     (h)  TO PAY  THE  COST  OF  AFFIXING  OR  REPLACING  TENANT'S  NAME  ON THE
          DIRECTORY BOARD

          To pay to the Landlord or its agents  immediately upon demand the cost
          of affixing,  repairing, altering or replacing as may be necessary the
          Tenant's name on the Directory Board (if any) provided by the Landlord
          or the Manager.  The Tenant's name so appearing on the Directory Board
          in English and Chinese in uniform lettering and characters designed by
          the Landlord or the Manager  (where  applicable)  shall strictly be in
          accordance  with  that  appearing  in this  Agreement  or its  trading
          name(s)  with or without its  registered  trademark or logo subject to
          the Tenant's  request  unless prior written  consent to name otherwise
          has first been obtained from the  Landlord.  The Tenant shall,  in the
          event of the Tenant  changing  its name,  notify the Landlord at least
          seven (7) days prior to such change of name.


                                      - 8 -
<PAGE>
     (i)  TO ENSURE SECURITY EQUIPMENT IN GOOD ORDER

          To ensure at all times that all fire alarms, fire fighting equipments,
          rolling shutters and other equipments for security purpose provided by
          the Landlord shall not be disrupted, interrupted, damaged or caused to
          be defective  through the act, default or neglect of the Tenant or any
          of its servants, employees, agents, invitees, licensees or customers.

     (j)  TO PERMIT LANDLORD TO ENTER AND VIEW

          (i)  To permit the  Landlord and all persons  authorized  by it at all
               reasonable times to enter into and upon the said Premises to view
               and  inspect  the  state  of  repair  and  condition  of the said
               Premises  or any  part or  parts  thereof,  to  take  inventories
               thereof  and to carry out any works or repairs  which is required
               to be done in the opinion of the Landlord.  The Landlord shall be
               entitled,  without  incurring  therefor any liability  whatsoever
               whether tortious or otherwise, in the event of an emergency or if
               the Tenant shall fail to permit entrance pursuant hereto forcibly
               to enter the said  Premises  and the Tenant shall pay the cost of
               repairing and making good any damage thereby caused.

          (ii) TO PERMIT THE LANDLORD TO TAKE PROSPECTIVE  TENANTS OR PURCHASERS
               TO VIEW

               During the three months  immediately  preceding the expiration of
               the term hereby  granted the  Landlord or its  authorized  agents
               shall  be  at  liberty  to  take   prospective  new  Tenantss  or
               purchasers  to view  the  interior  of the said  Premises  and to
               display an advertisement  outside the said Premises  offering the
               said Premises for letting or sale.

     (k)  TO EXECUTE REPAIRS ON RECEIPT OF NOTICES

          (i)  On receipt  of any notice  form the  Landlord  or its  authorized
               agents  specifying  any works or repairs  required to be done and
               the  time  in  which  they  are to be  done  and  which  are  the
               responsibility of the Tenant hereunder,  forthwith to comply with
               such notice.

          (ii) TO PERMIT LANDLORD TO REPAIR AND MAKE GOOD THE PREMISES

               If the  Tenant  shall  fail  within  fourteen  (14)  days of such
               notice, or such shorter period as shall be appropriate in case of
               emergency, to proceed to commence and then to continue diligently
               and expeditiously to comply with


                                      - 9 -
<PAGE>
               such notice in all  respects  or if the Tenant  shall at any time
               make  default  in  the  performance  of  any  of  the  agreements
               stipulations  and conditions  herein contained for or in relating
               to  the   repair,   decoration,   preservation,   protection   or
               maintenance  of the said Premises or any part or parts thereof it
               shall be lawful for the  Landlord and all persons  authorized  by
               the Landlord  including  but not limited to its agents,  servants
               and workmen to enter upon the said  Premises and to carry out all
               or any of the works referred to in such notice and the cost of so
               doing  and all  expenses  incurred  thereby  shall be paid by the
               Tenant  to  the  Landlord  on  demand  and  shall   forthwith  be
               recoverable  by the Landlord as debt by action  Provided  That if
               the Tenant shall fail to pay such debt within  fifteen (15) days,
               the  Landlord  shall in addition  be entitled to charge  interest
               thereon  but no such  entry,  repair,  decoration,  preservation,
               protection or maintenance shall prejudice the Landlord's right of
               re-entry and forfeiture hereinafter contained.

     (l)  TO INFORM LANDLORD OF DAMAGE OR ACCIDENT

          To give notice in writing to the Landlord or its authorized  agents as
          soon as  practicable  after the Tenant  shall have become aware of any
          accident  or of any  damage  caused  or that may be caused to the said
          Premises,  the fixtures or fittings  provided therein by the Landlord,
          the water pipes, the gas pipes, the electrical wirings, the lifts, the
          common services  facilities,  the said Building or any persons thereon
          and of any defects or want of repair thereof.

     (m)  TO OBEY THE HOUSE RULES

          (i)  To obey and comply  strictly with the Management  House rules (if
               any) made by the Manager subject to the provisions of the deed of
               Mutual  Covenant and  Management  Agreement  and to furnish first
               class service to customers and not to conduct the business of the
               Tenant in such manner as to prejudice the goodwill and reputation
               of the said  Building  as a first  class  office  and  commercial
               building.  The  House  Rules in force at the date  hereof  may be
               revoked or  amended  by the  Manager at any time and from time to
               time subject to the provisions of the Deed of Mutual Covenant and
               Management Agreement.

          (ii) TO OBEY AND COMPLY  WITH ALL NOTICES  AND  ANNOUNCEMENTS  MADE BY
               LANDLORD OR MANAGER

               To obey and comply with such rules,  regulations or  requirements
               stated in  notices or  announcements  as may from time to time be
               made imposed,


                                     - 10 -
<PAGE>
               adopted, introduced or amended by the Landlord and/or the Manager
               and/or its agents in respect of the said Building.

     (n)  TO COMPLY WITH DMC AND FIT OUT GUIDE

          (i)  To obey and  comply  with and to keep  the  Landlord  indemnified
               against the breach of any of the provisions of the Deed of Mutual
               Covenant and  Management  Agreement  and/or the Fit Out Guide (if
               any).

          (ii) TO COMPLY WITH ALL ORDINANCES, ETC.

               To obey and  comply  with and to keep  the  Landlord  indemnified
               against  the  breach  of all  Ordinances,  regulations,  by-laws,
               rules,  requirements,  directions and orders of any Government or
               other competent  authority relating to the use of and the conduct
               and carrying on of the Tenant's  business in the said Premises as
               specified  in the  Fourth  Schedule  hereto or to any other  act,
               deed,  matter  or thing  done,  permitted,  suffered  or  omitted
               therein or thereon by the Tenant or any servant, employee, agent,
               invitee,  licensee  or  customer  of the Tenant and to notify the
               Landlord  forthwith  in writing of any notice  received  from the
               Manager of any  statutory or public  authority  concerning  or in
               respect of a possible breach of this Clause 3(n).

     (o)  TO BE RESPONSIBLE FOR CONTRACTORS, SERVANTS, AGENTS AND LICENSEES

          (i)  To be  responsible  to  the  Landlord  for  the  acts,  neglects,
               defaults and omissions of all contractors,  servants,  employees,
               agents, invitees, licensees or customers of the Tenant as if they
               were the acts, neglects, defaults and omissions of the Tenant and
               for the purposes of this Agreement  "licensee"  shall include any
               person  present in, using or visiting the said  Premises with the
               consent of the Tenant expressed or implied.

          (ii) TO INDEMNIFY THE LANDLORD AGAINST ALL ACTIONS ETC.

               To indemnify and keep the Landlord  indemnified  from and against
               all actions,  proceedings,  claims and demands whatsoever brought
               or made by the  tenants and  occupiers  of the other parts of the
               said  Building  and any third  party  and all costs and  expenses
               (including legal costs on a full indemnity basis) incurred by the
               Landlord  thereby  arising  in  respect  of any act or  liability
               caused by or  arising  from the act,  breach of duty,  neglect or
               default  (irrespective of whether wilful or not) of the Tenant or
               any of its contractors,  servants,  employees,  agents, invitees,
               licensees or customers including but


                                     - 11 -
<PAGE>
               not limited to any breach or non-observance or non-performance of
               any  of  the  agreements   stipulations  and  conditions   herein
               contained  and on the Tenant's  part to be observed and performed
               or by  reason of any  water or smoke or  offensive  smell or odor
               originating from the said Premises.

     (p)  TO YIELD UP AT THE END OF TERM

          To quietly yield up the said Premises together with all the Landlord's
          fixtures,   fittings  and  additions   therein  and  thereto   without
          compensations  for any  alterations or  improvements  made to the said
          Premises at the expiration or sooner  determination of the term and/or
          this  agreement  in good clean and  tenantable  repair  and  condition
          notwithstanding  any rule of law or  equity to the  contrary  Provided
          That the Tenant  shall at the  Tenant's  expense  remove all  personal
          property,  fixtures and fittings and additions  therein and thereto of
          the  Tenant  and make  good all  damage  caused  by such  removal  and
          reinstate  the said  Premises  to the  condition  they  were in at the
          commencement  of the term and  thereupon  to surrender to the Landlord
          all keys giving  access to all parts of the said  Premises held by the
          Tenant and to permit the  Landlord to remove at the  Tenant's  expense
          all name-plates,  letterings,  characters, posters, flags, signboards,
          decorations,  advertising  matters or other device whatsoever relating
          to the Tenant from the said Premises, the said Building or any part or
          parts  thereof and to make good any damage  caused by such  removal at
          the Tenant's expense.

4.   TENANT'S RESTRICTIVE COVENANTS

     The Tenant  hereby agrees with the Landlord that unless it has obtained the
     prior written  consent of the Landlord on such terms and  conditions as the
     Landlord may impose together with such consent;

     (a)  USE OF THE PREMISES

          (i)  Not to use or permit or suffer the said  Premises  or any part or
               parts  thereof to be used for an purpose  other than as specified
               in the Fourth Schedule hereto and at the expense of the Tenant to
               obtain all  necessary and  appropriate  licences  and/or  permits
               necessary  for the  carrying on of the  Tenant's  business and to
               comply with any local  legislation,  regulations  and  Government
               requirements  and any subsequent  amendments (if any) relating to
               such user on the said  Premises  and at all times to keep current
               valid and subsisting all such licences and/or permits.

          (ii) NOT TO USE FOR ILLEGAL, IMMORAL, ETC. USE


                                     - 12 -
<PAGE>
               Not to use or permit or suffer the said  Premises  to be used for
               any gambling, improper, illegal, immoral or political purpose.

          (iii) NOT TO USE PREMISES AS SLEEPING QUARTERS OR DOMESTIC PREMISES

               Not to use or permit or suffer the said  Premises  or any part or
               parts  thereof to be used as a sleeping  quarters  or as domestic
               premises   within  the  meaning  of  any   Landlord   and  Tenant
               legislation or other  legislation for the time being in force nor
               to allow any person to remain in the said Premises overnight.

     (b)  NOT TO PREPARE FOOD OR PERMIT ODORS

          Not to prepare or permit or suffer to be prepared any food in the said
          Premises or to cause or permit any odors or noxious  smell which shall
          in the opinion of the  Landlord be offensive or unusual to be produced
          upon, permeated through or emanated from the said Premises.

     (c)  NOT TO USE PREMISES FOR MANUFACTURE OR STORAGE OF GOODS

          Not to use or permit or suffer the said  Premises or any part or parts
          thereof  to be  used  for the  manufacture  or  storage  of  goods  or
          merchandise  other than  storage for the purpose of and in  quantities
          consistent  with the user of the said  Premises  as  specified  in the
          Fourth Schedule hereto.

     (d)  NOT TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE

          Not to produce or permit or suffer to be  produced  any music or noise
          (including  sound  produced by  broadcasting  or an  apparatus  or any
          equipment  capable of producing,  reproducing,  receiving or recording
          sound) so as to be audible outside the said Premises.

     (e)  NOT TO CAUSE ANY NUISANCE OR ANNOYANCE

          Not to do or  permit  or suffer to be done any act or thing in or upon
          the said Premises or any part or parts thereof which in the opinion of
          the Landlord may  constitute a nuisance or annoyance or give cause for
          complaint from the Landlord or tenants or occupiers of the other parts
          of the said building or in any adjoining or neighboring building.


                                     - 13 -
<PAGE>
     (f)  NOT TO BREACH  CROWN LEASE OF CAUSE  INSURANCE TO BE VOIDED OR PREMIUM
          INCREASED

          Not to do or  permit or  suffer  to be done any act,  deed,  matter or
          thing  whatsoever which will amount to a breach or  non-observance  of
          any of the terms and conditions under which the said Land is held from
          the Crown or of the Deed of Mutual  Covenant and Management  Agreement
          under  which the  Landlord  holds the said  Premises  or  whereby  any
          insurance on the said  Premises or the said  Building  against loss or
          damage by fire, storm,  typhoon,  other insurable perils and/or claims
          by third  parties for the time being in force may be rendered  void or
          voidable or whereby the premium thereof may be increased Provided That
          if as the result of any act,  deed,  matter or thing done permitted or
          suffered  by the Tenant,  the premium on any such policy of  insurance
          shall be increased,  the Landlord shall be entitled without  prejudice
          to any other remedy hereunder to recover from the Tenant the amount of
          any such increase and further the Tenant shall keep the Landlord fully
          indemnified against all losses damages claims and demands sustained by
          or made  against the  Landlord by any person as a result of any breach
          by the  Tenant  of this  Clause  4(f)  Provided  That  notwithstanding
          anything  herein  contained  the Landlord does not warrant that any or
          adequate  insurance  against fire or any other risks exists in respect
          of the said Premises and/or the said building and/or all or any of the
          goods or property stored therein by the Tenant And the Tenant shall be
          responsible  in any event for  insurance  of its  property in the said
          Premises.

     (g)  NOT TO KEEP ARMS OR COMBUSTIBLE OR HAZARDOUS GOODS IN THE PREMISES

          Not to keep or store or  permit or suffer to be kept or stored in this
          said Premises, any arms, ammunitions,  gun-powder, saltpetre, kerosene
          or other explosives inflammable combustible or hazardous substance.

     (h)  NOT TO MAKE OR PERMIT ANY ALTERATIONS OR ADDITIONS

          Not  without  the prior  written  consent of the  Landlord  to make or
          permit any  alterations or additions or partitions to be made in or to
          the said Premises or any part or parts thereof nor to pull down, alter
          or remove any doors  windows  additions  partitions  or  fixtures  and
          fittings  thereof nor to make any  alterations to the fire  prevention
          system or to the electrical  wirings and installations  therein nor to
          install any air conditioning plant, machinery or equipment therein nor
          to cut maim or injure nor to suffer to be cut  maimed or  injured  any
          doors,  windows,  walls, beams,  structural members or fabric thereof.
          The Tenant shall be responsible  for obtaining the Building  Authority
          or any other  government  authorities'  consent  for such  alterations
          additions or  partitions in or to the said Premises at its own expense
          and


                                     - 14 -
<PAGE>
          the  Tenant  further   undertakes  to  comply  with  all  Government's
          requirements and regulations  relating  thereto.  At the expiration or
          sooner  determination  of the term the Tenant shall at its own expense
          remove all such  alterations  or additions or partitions so erected or
          installed by the Tenant and restore the said  Premises to its original
          tenantable   state  as  at  the   commencement  of  the  term  to  the
          satisfaction of the Landlord.

     (i)  NOT TO INSTALL  ELECTRICAL  WIRINGS  IN  PREMISES  WITHOUT  LANDLORD'S
          APPROVAL

          Not to lay affix attach or install any electrical wirings or cables in
          the said Premises  without the prior  written  consent of the Landlord
          and in carrying out any electrical  installations and/or wiring works,
          the Tenant  shall use only a  contractor  approved by the  Landlord in
          writing for such purpose.

     (j)  NOT TO DAMAGE TOILET FACILITIES

          Not to use or permit or suffer the toilet  facilities  provided by the
          Landlord to be used for any purpose other than that for which they are
          intended and not to throw or permit or suffer to be thrown  therein an
          foreign substance of any kind and the Tenant shall pay to the Landlord
          on demand all costs and  expenses  incurred by the  Landlord in making
          good any breakage,  blockage or damage  resulting  from a violation of
          this Clause 4(j).

     (k)  NOT TO DAMAGE MAIN STRUCTURE, WALLS, CEILINGS AND OTHER COMMON SERVICE
          FACILITIES

          (i)  Not to damage,  mark or deface or permit or suffer to be damaged,
               marked or defaced  any main  structure,  fixtures  and  fittings,
               decorations,   installations,   lifts  or  other  common  service
               facilities including air conditioning units, cloakrooms,  service
               pantries, halls, passageways,  staircases,  drainage wells, walls
               and ceilings of the said Building outside the said Premises,  and
               to pay on demand to the Landlord all costs and expenses  incurred
               by the Landlord in repairing,  making good the damage or cleaning
               the same.

          (ii) NOT TO DRIVE NAILS ETC. INTO CEILINGS, WALLS OR FLOORS

               Not without the prior written consent of the Landlord to drive or
               insert or permit or suffer to be driven or  inserted  any  nails,
               screws,  hooks,  brackets or similar  articles into the ceilings,
               walls or floors of the said  Premises  and any other parts of the
               said Building outside the said Premises.


                                     - 15 -
<PAGE>
     (l)  DISPLAY NAME-PLATE OR SIGNBOARD ETC.

          Not  without  the prior  written  consent of the  Landlord  and/or the
          Manager to exhibit or display within outside or at the exterior of the
          said Premises any name-plate,  poster,  flag,  notice,  advertisement,
          sign-board,  decoration,  sign or other device, whether illuminated or
          not, which may be visible from outside of the said Premises  except in
          such  space  and in such form  style and  manner  with  lettering  and
          characters approved by the Landlord and/or the Manager.

     (m)  NOT TO ALTER LOCKS

          Not without  the prior  written  consent of the  Landlord to alter the
          existing  locks,  bolts and fittings on the entrance doors to the said
          Premises  nor to  install  any  additional  locks,  bolts or  fittings
          thereon.

     (n)  NOT TO ENCUMBER OR OBSTRUCT PASSAGES AND COMMON AREAS

          Not to encumber or  obstruct or permit or suffer to be  encumbered  or
          obstructed  with  any  boxes,  cartons,  packages,   rubbish,  refuse,
          dustbins, garbage cans, furniture, chattels, or store of any goods, or
          other  obstruction of any kind or nature any of the entrances,  exits,
          staircases,   landings,  passageways,  lifts,  corridors,  lavatories,
          lobbies or other parts of the said  Building in common use so that the
          same are at all times kept clear and free of any  obstructions  of any
          nature and the Landlord  shall in addition to any other remedies which
          the Landlord may have hereunder be entitled  without notice and at the
          Tenant's  expenses  to remove  and  dispose of as it sees fit any such
          obstructions   aforesaid  without  incurring  any  liability  therefor
          whatsoever  whether  tortious or other wise to the Tenant or any other
          person  whomsoever  and the Tenant shall on demand pay or reimburse to
          the Landlord all costs and expenses incurred in such removal.

     (o)  NOT TO LAY WIRINGS OR CABLES ETC. IN COMMON AREAS

          Not to lay install affix or attach any wirings, cables, pipes or other
          articles or things in or upon any of the entrances, exits, staircases,
          landings,  passageways,  corridors,  lavatories,  lobbies or any other
          common areas of the said building outside the said Premises.

     (p)  PROHIBITION OF SUBLETTING OR TRANSFER

          (i)  Not to assign  underlet or otherwise  part with the possession of
               or transfer the said Premises or any part or parts thereof or any
               interest   therein  or  permit  or  suffer  any   arrangement  or
               transaction whereby any person or persons who


                                     - 16 -
<PAGE>
               is/are  not a party to this  Agreement  obtains or obtain the use
               possession  enjoyment or  occupation  of the said Premises or any
               part or parts thereof irrespective of whether any rental or other
               consideration is given therefor.  The tenancy created pursuant to
               this  Agreement  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 previously
               approved in writing by the Landlord,  be deemed to be breaches of
               this Clause 4(p):

               A.   In the case of a Tenant which is a partnership any change in
                    the constitution of the partners  including the taking in of
                    one or more new partners  whether on the death or retirement
                    of an existing partner or otherwise:

               B.   In the case of a Tenant who is an  individual  (including  a
                    sole surviving  partner of a partnership  Tenant) the death,
                    insanity  or other  disability  of that  individual,  to the
                    intent  that no right to use,  possess,  occupy or enjoy the
                    said Premises or any par thereof shall vest in the executor,
                    administrator,   personal   representative,   next  of  kin,
                    trustee, receiver or committee of any such individual:

               C.   In  the  case  of  a  Tenant  which  is  a  limited  company
                    incorporated  in  accordance  with the laws of Hong  Kong or
                    elsewhere  any  take-over,   reconstruction,   amalgamation,
                    merger,  voluntary  liquidation  or change in the  person or
                    persons  who owns or own a majority  of its voting  share or
                    who otherwise has or have effective control thereof.

               D.   The giving by the Tenant of a Power of  Attorney  or similar
                    authority  whereby the donee of the Power  obtains the right
                    to use,  possess,  occupy or enjoy the said  Premises or any
                    part or parts thereof or does in fact use,  possess,  occupy
                    or enjoy the same:

               E.   The change of the Tenant's  business  name without the prior
                    written consent of the Landlord.

     (q)  NOT TO KEEP ANIMALS OR PETS AND TO PREVENT INFESTATION

          Not to keep or permit or suffer to be kept any animals,  birds or pets
          inside the said Premises and to take all such steps and precautions at
          such  intervals  as  shall  be  required  by the  Landlord  and to the
          satisfaction  of the Landlord to prevent the said Premises or any part
          or parts  thereof  from  becoming  infested by termites,  rats,  mice,
          cockroaches  or any other pests or vermin and in the event of any such
          infestation to


                                     - 17 -
<PAGE>
          permit the same to be remedied by contractor appointed by the Landlord
          at the Tenants' own cost and expense.

     (r)  NOT TO PERMIT  TOUTING OR  SOLICITING  OF  BUSINESS

          Not to permit any  canvassing,  peddling,  touting or  soliciting  for
          business or  distributing  of any booklets,  literatures,  promotional
          items,  pamphlets,  notices or  advertising  matters  to be  conducted
          outside or near the said  Premises or in any part or parts of the said
          Building.

     (s)  MOVEMENT OF HEAVY MACHINERY EQUIPMENT ETC. WITH LANDLORD'S CONSENT

          Not to move  any  heavy  machinery  equipment  freight  bulky  item or
          fixtures and  fittings  which would impose a weight on any part of the
          flooring  in excess of the  maximum  loading  capacity  referred to in
          Clause 4(w) hereof in and out of the said Building  without  obtaining
          the Landlord's prior written  consent.  The Tenant shall indemnify and
          keep the  Landlord  indemnified  against all damage  sustained  by any
          person  or  property  and for any  damages  or monies as well as legal
          costs on a full indemnity basis incurred by the Landlord in settlement
          of any actions, claims, proceedings or demands in connection therewith
          and for all costs and  expenses  incurred by the Landlord in repairing
          any damage to the said building and its  appurtenances  resulting from
          the movement of any heavy  machinery  equipment  freight bulky item or
          fixtures and fittings by the Tenant.

     (t)  NOT TO HANG BLINDS OR AERIAL ETC.

          Not to hang,  fix or erect any  Venetian  blinds or sun  blinds of any
          description,  shelters or coverings,  wire or aerial  wirings or other
          things whatsoever on any exterior part of the said Building  including
          the  roof and the  exterior  wall of the  said  Premises  nor to do or
          permit  to be done  any act or  thing  which  may or  will  alter  the
          external appearance of the said Building.

     (u)  NOT TO HANG LAUNDRY

          Not to use or cause or permit the use of the entrances,  exits, halls,
          lobbies, corridors, staircase, landings,  passageways,  lavatories and
          other  common  areas of the said  building  for the  purpose of drying
          laundry  or hanging or  placing  or  storing  any  articles  or things
          thereon or therein and not to permit the Tenant's servants, employees,
          agent, invitees, licensees and customers to use the same for loitering
          or eating.


                                     - 18 -
<PAGE>
     (v)  NOT TO USE LIFTS FOR CARRIAGE OF CARGOES

          Not to  permit  or suffer  the  lifts to be used for the  carriage  of
          cargoes,  goods and other  articles  or things  exceeding  the maximum
          loading limit specified therefor by a notice affixed therein.

     (w)  NOT TO EXCEED FLOOR LOADING

          Not without the prior written consent of the Landlord to bring onto or
          suspend in or from or permit or suffer to be brought onto or suspended
          in or from the said  Premises  any  equipment  apparatus  or machinery
          which  imposes a weight on any part of the flooring of the premises in
          excess of the existing  floor loading  capacity of the said  Building.
          The  Landlord  shall be entitled to prescribe  the maximum  weight and
          permitted  locations of safes and other heavy  equipment  apparatus or
          machinery  and may  require  the  same to stand  on  supports  of such
          dimension  and material to  distribute  the weight as the Landlord may
          consider necessary.

     (x)  EXCLUSION OF LANDLORD'S LIABILITY

          Not to hold  the  Landlord  liable  or  responsible  in any way to the
          Tenant or to any other  person  whomsoever  in  respect  of any injury
          damage or loss of business or other liability  whatsoever which may be
          suffered  by  the  Tenant  or by any  other  person  or  any  property
          howsoever caused and in particular, but without limitation,  caused by
          or through or in any way owing to:

          (i)  any defect in or failure  or need for repair or  overhaul  of the
               supply of electricity,  gas, water, telephone,  air conditioning,
               lifts  or  other  services  whatsoever  or  any  surge  reduction
               variation  interruption  or  termination  in the  supply  of such
               services;

          (ii) any typhoon, landslide, subsidence of the ground, escape of fire,
               smoke, fumes or other substance or thing from anywhere within the
               said Building, any seepage, overflow or leakage of water from any
               pipes, drains or fire services system or anywhere within the said
               building  or the  influx of rain water or sea water into the said
               Premises or the said  Building or any escape of electric  current
               from electric  wirings cables or ducts situate upon or in any way
               connected  with the said Building or any part or parts thereof or
               dropping or falling of any article object or material  whatsoever
               including cigarette ends, glass or tiles from anywhere within the
               said Building,  or vibrations from an floor office or premises in
               the said Building or in the adjoining or neighboring building.


                                     - 19 -
<PAGE>
          (iii)any  defective or damaged  condition of the said  Premises or any
               part or parts  thereof or the  Landlord's  fixtures  and fittings
               therein;

          (iv) any misconduct  negligence or breach of duties on the part of the
               Manager;

          (v)  any act, neglect or default of the Tenant or to other tenants and
               occupiers or any of their servants,  employees, agents, invitees,
               licensees or customers of the other parts of the said Building or
               the adjoining or neighboring building;

          (vi) any failure or breakage of glass or plate glass of or in the said
               Premises or the said Building.

5.   LANDLORD'S COVENANTS THE LANDLORD HEREBY AGREES WITH THE TENANT as follows:

     (a)  TO PAY CROWN RENT AND PROPERTY TAX

          To pay the Crown rent and  Property  Tax and all expenses of a capital
          or non-recurring  nature  attributable to or payable in respect of the
          said Building.

     (b)  TO PROCURE MANAGER TO KEEP MAIN STRUCTURE ETC.

          To procure the Manager to keep the roof of the said  Building  and the
          main  structure,   entrances,   exists,  lobbies,  lifts,  escalators,
          corridors,  staircases,  landings, passageways, canopy, lavatories and
          other common areas of and in the said Building and the common  service
          facilities  therein in a good state of repair  and  condition  Provide
          That the  Landlord  shall not incur any  liability  for any  breach of
          obligation  under this Clause 5(b) unless and until written  notice of
          any  defect  or  want of  repair  or bad  condition  shall  have  been
          previously  given by the Tenant to the Landlord and the Landlord shall
          have  failed to take  reasonable  steps to  repair or remedy  the same
          after the lapse of a reasonable  time from the date of service of such
          notice.

     (c)  TENANT SHALL HAVE QUIET ENJOYMENT

          That the Tenant paying the rent,  rates, air  conditioning  charge and
          management fee and all other outgoings hereby agreed to be paid on the
          days and in the manner  herein  provided  for  payment of the same and
          observing and performing the agreements,  stipulations  and conditions
          herein contained and on the Tenant's part to be observed and performed
          shall  peacefully  hold and enjoy the said  Premises  during  the term
          without  any  interruption  by the  Landlord  or any  person  lawfully
          claiming under or in trust for the Landlord.


                                     - 20 -
<PAGE>
6.   IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED as follows:

     (a)  LATE PAYMENT PENALTY

          If  the  Tenant  shall  have  failed  to  pay  the  rent,  rates,  air
          conditioning  charge  and  management  fee and all  outgoings  payable
          hereunder in respect of the said  Premises  within seven (7) days from
          the day due for payment thereof,  the Landlord shall without prejudice
          to its other rights and remedies  hereunder or otherwise,  be entitled
          to  charge  and the  Tenant  shall be  liable  to pay to the  Landlord
          interest on the arrears of rent or  outstanding  amount of rates,  air
          conditioning  charge and management  fee and all outgoings  thereof at
          the rate of (as  well  before  as  after  any  judgment)  three  (3) %
          percentum  per month  from the date the same is due  until the  actual
          date of payment together with all legal costs and expenses incurred by
          the Landlord on a full  indemnity  basis for the purpose of recovering
          the arrears or outstanding  sums in Court or otherwise from the Tenant
          and  shall  be a debt  due  from the  Tenant  to the  Landlord  and be
          forthwith  recoverable by action.  The Landlord shall also be entitled
          to disconnect or discontinue the supply of services, including but not
          limited  to air  conditioning,  water,  electricity,  gas to the  said
          Premises and/or to the Tenant without prior notice to the Tenant.

     (b)  RATES ON ACCOUNT

          The  Tenant  shall  pay the  rates in  respect  of the  said  Premises
          quarterly in advance upon receipt of the debit note from the Landlord.

     (c)  LANDLORD'S RIGHT OF RE-ENTRY ETC.

          If the rent, rates, air conditioning  charge and management fee or all
          outgoings  payable  hereunder  or any part hereof  shall be unpaid for
          fifteen (15) days after that same shall become payable (in the case of
          the rent whether legally or formally demanded or not) or if the Tenant
          shall fail or neglect  to  observe or perform  any of the  agreements,
          stipulations or conditions  herein  contained and on the Tenant's part
          to be observed and  performed or if the Tenant shall become  bankrupt,
          or being a corporation shall go into liquidation by whatsoever reasons
          or for whatsoever purposes,  or if any petition shall be filed for the
          winding up of the  Tenant,  or if the Tenant  shall  otherwise  become
          insolvent or make any composition or arrangement  with  creditors,  or
          shall  suffer  any  execution  to be  levied on the said  Premises  or
          otherwise on the Tenant's 's goods, then and in any such case it shall
          be lawful for the  Landlord  at any time  thereafter  to  forfeit  the
          tenancy  hereby  created and to  re-enter on the said  Premises or any
          part or parts  thereof and to recover  possession of the said Premises
          in the name of the whole  whereupon  this Agreement  shall  absolutely
          cease and  determine  but without  prejudice to any right of action by
          the


                                     - 21 -
<PAGE>
          Landlord in respect of any  outstanding  breach or  non-observance  or
          non-performance of any of the agreements,  stipulations and conditions
          herein  contained  or to the  Landlord's  right to deduct all loss and
          damage  thereby  incurred  from the said deposit paid by the Tenant in
          accordance with Clause 2 hereof.

     (d)  WRITTEN NOTICE SHALL BE SUFFICIENT

          A  written  notice  served  by the  Landlord  on the  Tenant in manner
          hereinafter   mentioned  to  the  effect  that  the  Landlord  thereby
          exercised the power of forfeiture  and/or  re-entry  herein  contained
          shall be full and sufficient  exercise of such power without  physical
          entry on the part of the Landlord.

     (e)  ACCEPTANCE OF RENT NOT WAIVER OF BREACH OF COVENANT

          Acceptance of rent by the Landlord shall not be deemed to operate as a
          waiver by the  Landlord of any right to proceed  against the Tenant in
          respect of any breach  non-observance or non-performance by the Tenant
          of any of the agreements, stipulations and conditions herein contained
          and on the Tenant's part to be observed and performed.

     (f)  FORCE MAJEURE

          If the said  Premises or any part or parts  thereof  shall be rendered
          inaccessible or destroyed or so damaged by fire, typhoon,  Act of God,
          force  majeure or at any time during the term the said Premises or the
          said  Building or any part or parts  thereof  shall be  condemned as a
          dangerous  structure  or a  demolition  order or closure  order of the
          relevant  Government  authorities shall become operative in respect of
          the said Premises or the said Building or any part or parts thereof or
          other cause beyond the control of the  Landlord  and not  attributable
          directly to any act or default of the Tenant as to be  rendered  unfit
          for commercial use and occupation or  inaccessible  and subject to the
          insurance  policy or policies for such risks  effected by the Landlord
          (if any) shall not have been  rendered  void or voidable or payment of
          policy moneys refused in whole or in part in consequence of any act or
          neglect or default of the Tenant,  the rent,  rates,  air conditioning
          charge  and  management  fee  and  all  outgoings  or a  part  thereof
          proportionate  to the damage sustained shall cease to be payable until
          the said  Premises  shall have been restored or reinstated or rendered
          accessible  Provided  Always  That  the  Landlord  shall  be  under no
          obligation  to repair or  reinstate  the said  Premises  And  Provided
          Further  That  without  prejudice  to the  foregoing  if the  whole or
          substantially the whole of the said Premises shall have been destroyed
          or  rendered  unfit  for use and  occupation  and  shall not have been
          repaired or  reinstated  within three (3) months of the  occurrence of
          the  destruction  or damage then either party shall be entitled at any
          time before the same are so repaired and


                                     - 22 -
<PAGE>
          reinstated  to  terminate  this  Agreement by notice in writing to the
          other and thereupon  this  Agreement  and the term shall  determine as
          from the date on which they were rendered unfit for use and occupation
          or  inaccessible  but without  prejudice to the rights and remedies of
          either party against the other in respect of any  antecedent  claim or
          liability  hereunder.  In the event of any  disagreement  between  the
          parties hereto on the application of this Clause 6(f) then the subject
          of  disagreement   shall  be  referred  to  a  single  arbitrator  for
          settlement  in  accordance  with  the  provisions  of the  Arbitration
          Ordinance for the time being in force.

     (g)  LANDLORD NOT LIABLE FOR BREAKDOWN IN AIR CONDITIONING SYSTEM

          The Landlord  shall not in any  circumstances  be liable to the Tenant
          for any  defect in or  mechanical  breakdown  or  failure  or need for
          repair or overhaul of the air  conditioning  system nor shall the rent
          or air  conditioning  charge and  management  fee abate or cease to be
          payable on account thereof  Provided Also That if the air conditioning
          system  shall  wholly  breakdown or cease to operate for any period of
          fourteen (14) or more consecutive  days, the due proportion of the air
          conditioning charge and management fee attributable to the maintenance
          of the air  conditioning  system  but not the rent  shall  cease to be
          payable  from the first day after the end of such  period of  fourteen
          (14)  consecutive  days  until  the  air  conditioning   system  again
          commences operating.

     (h)  TENANT RESPONSIBLE FOR ACTS OF SERVANTS, VISITORS, ETC.

          For the  purpose  of these  presents  any  act,  default,  neglect  or
          omission of any servants,  employees,  agents, invitees,  licensees or
          customers (as  hereinbefore  defined) of the Tenant shall be deemed to
          be the act, default, neglect or omission of the Tenant.

     (i)  DISTRESS FOR RENT

          For the purpose of Part III of the Landlord and Tenant (Consolidation)
          Ordinance,  Chapter 7 of the Laws of Hong Kong, and for the purpose of
          this Agreement, 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 the manner stipulated in Clause 3(a) hereof.

     (j)  WAIVER

          To the extent that the Tenant can  lawfully  do so, the Tenant  hereby
          expressly agrees to deprive itself of and to waive all rights (if any)
          to protection  against eviction or ejectment  afforded by any existing
          or future legislation from time to time in force and


                                     - 23 -
<PAGE>
          applicable to the said Premises or to the tenancy  hereby  created 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.

     (k)  NON-WAIVER

          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 or  non-observance  or
          non-performance or so as to defeat or affect in any way the rights and
          remedies of the Landlord  hereunder in respect of any such  continuing
          or subsequent default or breach and no waiver by the Landlord shall be
          inferred  from or implied by anything  done or omitted by the Landlord
          unless expressed in writing,  and signed by the Landlord.  Any consent
          given  by the  Landlord  shall  operate  as a  consent  only  for  the
          particular  matter  to  which  it  relates  and  in no  way  shall  be
          considered as a waiver or release of any of the provisions  hereof nor
          shall it be construed as  dispensing  with the  necessity of obtaining
          the  specific  written  consent of the  Landlord in the future  unless
          expressly so provided.

     (l)  LANDLORD'S RIGHT TO EXHIBIT SELLING OR LETTING NOTICE

          During the three months  immediately  preceding the  expiration of the
          term hereby  created,  the  Landlord  shall be at liberty to affix and
          maintain  without  interference  upon  any  external  part of the said
          Premises notice or  advertisement  stating that the premises are to be
          let or to be sold and such other  information in connection  therewith
          as the Landlord shall deem fit.

     (m)  SERVICE OF NOTICES

          Any notice required to be served  hereunder  shall, if to be served on
          the Tenant, be sufficiently served if addressed to the Tenant and sent
          by prepaid post to or  delivered at the said  Premises or the tenant's
          last known place of business or registered office or residence in Hong
          Kong  and,  if to be  served on the  Landlord,  shall be  sufficiently
          served if  addressed  to the  Landlord or such other  person as may be
          notified  in writing  to the  Tenant  and sent by  prepaid  post to or
          delivered  at the  registered  office  of the  Landlord  or any  other
          address which the Landlord may notify to the Tenant from time to time.
          In the case of a notice  sent by prepaid  post as  aforesaid,  service
          shall be deemed to have been  effected  two (2) days after the date of
          posting.


                                     - 24 -
<PAGE>
     (n)  RENAME OF BUILDING

          The  Landlord  shall at any time and from time to time during the term
          hereby  granted  be  entitled  to change  the name or  re-name or give
          consent to the other party to name or re-name the said Building or any
          part or  parts  thereof  with  any  such  name or style as in its sole
          discretion may determine on giving not less than two (2) months notice
          to the Tenant of its  intention  so to do and in respect  thereof  the
          Landlord  shall not be liable for any damages to the Tenant or be made
          a  party  to  any  other  proceedings  or for  costs  or  expenses  of
          whatsoever nature incurred by the Tenant as a result of such change.

     (o)  LEGAL COSTS AND EXPENSES

          Each party  shall bear its own legal  costs and  disbursements  of and
          incidental  to  the  preparation   approval  and  completion  of  this
          Agreement and the Tenant  further  agrees and  undertakes to reimburse
          the Landlord half share of all legal costs and  disbursements  payable
          by the Landlord to Messrs.  Paul K. C. Chan & Co. upon signing of this
          Agreement  provided that any stamp duty and registration fees, if any,
          payable  hereon  and the  duplicate  shall  be  borne  and paid by the
          parties hereto in equal shares.

7.   ASSIGNMENT

     In the event that this  Agreement or the said Premises or any part or parts
     thereof  is/are  assigned to other  person(s)  ("the new  Landlord") by the
     Landlord, the following provisions shall apply:

     (1)  the Tenant,  subject to and at the  direction of the  Landlord,  shall
          accept and acknowledge the new Landlord as the new Landlord in respect
          of the  said  Premises  or any  part  or  parts  thereof  assigned  as
          aforesaid to whom the Tenant  thereafter shall become liable according
          to the terms and  conditions of this  Agreement and shall enter into a
          Deed of Novation and/or Transfer or other  agreement(s) or document(s)
          with the new Landlord and the Landlord at the cost of the new Landlord
          and/or  the   Landlord  in  such   reasonable   form  and  content  as
          satisfactory  to the Landlord and the new Landlord for the purposes of
          confirming the release, discharge and cessation of all liabilities and
          obligations of the Landlord hereunder including but not limited to the
          Landlord's  obligation  in respect  of the refund of the said  deposit
          hereunder  (so far as they relate to the said  Premises or any part or
          parts  thereof  assigned as  aforesaid)  and the  continuation  of the
          liabilities and obligations of the Tenant  hereunder to give effect to
          or (as the case may be) to confirm the assumption and taking up by the
          new Landlord in lieu of the Landlord of all the Landlord's liabilities
          and obligations  hereunder including but not limited to the Landlord's
          obligation in


                                     - 25 -
<PAGE>
          respect of the refund of the said  deposit  hereunder  (so far as they
          relate to the said Premises or any part or parts  thereof  assigned as
          aforesaid);

     (2)  upon the assignment of this Agreement or the said Premises or any part
          or parts thereof and the new Landlord  thereof agreeing to assume take
          up all the Landlord's liabilities and obligations  hereunder,  all the
          Landlord's  liabilities and obligations  hereunder  including  without
          limitation  its  obligations  to refund the said deposit to the Tenant
          hereunder  (so far as they relate to the said  Premises or any part or
          parts thereof assigned as aforesaid) whether contractual or other wise
          shall  absolutely  cease and be taken up by the new  Landlord  and the
          Tenant shall only seek refund of the said deposit  (subject  always to
          the terms and  conditions  contained in this  Agreement)  from the new
          Landlord.

8.   RENT FREE PERIOD

     Notwithstanding  anything to the contrary contained in this Agreement,  the
     Tenant  shall be entitled  to a rent-free  period for a period of three (3)
     months  from 1st July 1996 to 30th  September  1996 (both  days  inclusive)
     provided  that during the said period the Tenant shall be  responsible  for
     and pay all the rates,  air  conditioning  charges and management fees, and
     all other  outgoings  payable by the Tenant in respect of the said Premises
     under the terms and conditions of this Agreement.

9.   OPTION TO RENEW

     (a)  If the  Tenant  shall be  desirous  of  taking a  tenancy  of the said
          Premises for a further term of Three (3) years from the  expiration of
          the term  hereby  granted the Tenant  shall not  earlier  than six (6)
          months nor later than three (3) months  before the  expiration  of the
          term  hereby  granted  give to the  Landlord  notice in writing of its
          desire and the said option shall be deemed to have lapsed and be of no
          further   effect   whatsoever   if  not  so   exercised   within   the
          abovementioned  time. If as at the  termination  of the tenancy hereby
          created the Tenant shall have paid all rent hereby  reserved and shall
          have  performed  and  observed  the   agreements,   stipulations   and
          conditions  herein  contained on its part to be performed and observed
          then the Landlord  shall grant to the Tenant and the Tenant shall take
          a new  Tenancy  Agreement  in  respect  of the said  Premises  for the
          further  term of Three  (3)  years  commencing  immediately  after the
          expiration  of the term  hereby  granted at the then  prevailing  open
          market rent to be determined in accordance with sub-clause (c) hereto.
          A  notice  once  having  been  given  by the  Tenant  to the  Landlord
          hereunder shall be irrevocable and shall be binding on the Tenant.

     (b)  During the penultimate month  immediately  preceding the expiration of
          the term hereby  created the  Landlord  shall notify the Tenant of the
          Landlord's assessment of


                                     - 26 -
<PAGE>
          the open market  rental for the said  further  term of Three (3) years
          and the Tenant  shall within  fourteen  (14) days upon receipt of such
          notice lodge with the Landlord a written notice accepting or rejecting
          the  Landlord's  assessment.  If the Tenant  agrees to the  Landlord's
          assessment and accept such assessment at the time and in the manner as
          aforesaid,  the Landlord's assessment shall be the new rent payable by
          the Tenant  during the said  further term of Three (3) years or if the
          Tenant  shall fail to lodge such  notice at the time and in the manner
          as aforesaid then the Landlord's  assessment shall be deemed to be the
          open market rental for the said further term of Three (3) years.

     (c)  If,  within  fourteen  (14)  days of the  lodging  of the said  notice
          referred to in sub-clause  (b) hereof,  the parties shall be unable to
          agree the new rent  payable by the Tenant for the said further term of
          Three (3) years either the Tenant  shall be entitled to terminate  the
          tenancy hereby created on the original  expiry date of the term hereby
          granted or either the  Landlord  or the Tenant may serve a notice upon
          the other calling for an independent  surveyor and valuer (hereinafter
          referred to as "the  Surveyor")  to be appointed to determine  the new
          rent. The Surveyor may be appointed by agreement  between the Landlord
          and the Tenant or in default of such  agreement  the  surveyor  may be
          appointed at the request of either of the parties  hereto in the first
          instance  by the  Chairman or  President  (as the case may be) for the
          time being of The Royal Institution of Chartered  Surveyors (Hong Kong
          Branch)  or in  default  of  such  appointment  the  Surveyor  may  be
          appointed  at the  request  of  either  of the  parties  hereto by the
          Chairman or  President  (as the case may be) for the time being of the
          Hong Kong Institute of Surveyors or equivalent  professional body. The
          Surveyor's  decision  as to  what  shall  be the  new  rent  shall  be
          conclusive and binding on the parties hereto.

     (d)  In  determining  the new rent the Surveyor  shall act as an expert and
          not as an  arbitrator  and shall  take into  account  the open  market
          rental  (including for this purpose any  management  fees payable) for
          prime commercial  accommodation or in similar commercial  buildings in
          Hong  Kong  to  those  of  the  Building  obtainable  at the  time  of
          commencement  of the further term of Three (3) years on the  following
          assumptions that at that date:

          (i)  no work which has been  carried  out thereon by the Tenant or its
               permitted  sub-tenants  (if any) or  predecessors  in  title  has
               diminished the rental value of the said Premises and that in case
               the said Premises have been destroyed or damaged,  they have been
               fully reinstated and restored;

          (ii) the said Premises are available for letting by a willing Landlord
               to a willing Tenant without a premium but with vacant possession;


                                     - 27 -
<PAGE>
          (iii)that the  covenants  herein  contained  on the part of the Tenant
               have been fully performed and observed.;

          But disregarding:

          (iv) any  effect  on rent of the  fact  that  the  Tenant  has been in
               occupation of the said Premises;

          (v)  any  goodwill  attached  to the said  Premises  by  reason of the
               carrying on thereat of the business of the Tenant;

          (vi) any increase in rental value of the said Premises attributable to
               any special  improvement  to the said Premises or any par thereof
               carried  out by the  Tenant  with the  Landlord's  consent  where
               required including any special  improvements made by the Landlord
               at the expense of the Tenant prior to the  commencement or during
               the continuance of the term.

     (e)  The Surveyor shall afford to each of the parties hereto an opportunity
          to make representations to him.

     (f)  If the  Surveyor  shall die delay or become  unwilling or incapable of
          acting or if for any other reason the  Chairman or  President  (as the
          case may be) for the time being of the Royal  Institution of Chartered
          Surveyors  Hong Kong Branch or the Chairman or President  (as the case
          may be) for the time being of the Hong Kong  Institute of Surveyors as
          the  case  may be or the  person  acting  on his  behalf  shall in his
          absolute discretion think fit he may by writing discharge the Surveyor
          and appoint another in his place.

     (g)  If the new rent shall not have been determined before the commencement
          of the said further term of Three (3) years, pending  determination of
          the new rent the Tenant  shall  continue  to pay monthly on account of
          the new rent the rent that was payable by the Tenant in respect of the
          period  immediately prior to the beginning of the said further term of
          Three (3) years and within ten (10) days of the  determination  of the
          new rent, the Tenant shall pay to the Landlord the difference  between
          the  rent  actually  paid by the  Tenant  during  the  period  pending
          determination  plus such  amount of interest as may be directed by the
          Surveyor.

     (h)  Irrespective  of any  assessment or  determination  of the open market
          rental for the said  Premises in no case shall the new rent that shall
          be payable by the Tenant for the said  further term of Three (3) years
          be less than the rent more  particularly  described and set out in the
          Third Schedule hereto.


                                     - 28 -
<PAGE>
     (i)  The costs  and  expenses  of the  Surveyor  including  the cost of his
          appointment shall be borne by the Tenant unless the open market rental
          determined  by the  Surveyor  shall be less than that  assessed by the
          Landlord in accordance  with  sub-clause  (b) hereof in which case all
          costs and expenses of the Surveyor  shall be borne by the Landlord and
          the Tenant in equal  shares and each party  shall bear all other costs
          and expenses  incurred by  themselves  in respect of or in  connection
          with any rent review separately.

     (j)  The said  further  term of Three (3)  years  shall be  granted  by the
          Landlord to the Tenant on the same terms and  conditions as are herein
          contained  whenever  appropriate except Clauses 8, 9 and 20 and except
          that:

          A.   under the said  further  term of Three (3) years the said deposit
               paid hereunder shall be increased to an amount  representing  the
               aggregate  of three  months'  new rent and three  months' new air
               conditioning  charges  and  management  fees  determined  by  the
               parties  hereto  in  accordance   with  the  provisions  set  out
               hereinbefore.

          B.   provided  that the said further term of Three (3) years shall not
               be terminated  before its expiry date for whatever reason and the
               Tenant  shall not be released  from its  obligation  under Clause
               3(p) hereof.

10.  MANAGEMENT REGULATIONS

     (a)  The  Landlord  reserves  the right  from time to time and by notice in
          writing  to  the  Tenant  to  Make  impose  adopt  and  introduce  and
          subsequently  supplement amend or abolish if necessary such reasonable
          regulations as it may consider necessary for the management  operation
          and  maintenance  of the said Building  including  without  limitation
          those   regulations   relating  to  the  use  of  the  common  service
          facilities,  the lifts and the use of the loading and unloading  areas
          (if any) in the said Building.

     (b)  Such regulations shall be supplementary to the terms and conditions of
          this  Agreement  and  shall  bind the  Tenant  and any  breach  of the
          regulations shall be deemed to be a breach of this Agreement for which
          the  Landlord  may  exercise  all or any of  its  rights  or  remedies
          hereunder.

     (c)  Such  regulations  shall  not in any way  derogate  from the terms and
          conditions of this  Agreement.  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.


                                     - 29 -
<PAGE>
11.  JOINT AND SEVERAL LIABILITY

     Where  more than one  person is named as the  Tenant in the First  Schedule
     hereto all such persons shall sign this  Agreement and shall be jointly and
     severally   liable  for  the  performance  and  observance  of  the  terms,
     conditions,  and agreements  contained herein and on the part of the Tenant
     to be performed and observed.

12.  NO PREMIUM

     The  Tenant   acknowledges   that  no  fine  premium  key  money  or  other
     consideration  has been paid by the Tenant to the Landlord for the grant of
     the  tenancy  hereby  created  and that the rent is the best rent which can
     reasonably obtained without a premium.

13.  NO WARRANTY

     The Landlord  does not warrant  that the said  Premises  together  with the
     fixture and  fittings  thereto are fit for the  purposes for which they are
     let or for any other purposes  whatsoever intended to be used by the Tenant
     and shall not be liable or  responsible  to the Tenant  for any  damages or
     loss in respect thereof.

14.  FULL AGREEMENT

     This  Agreement  sets out the full  agreement  reached  between the parties
     hereto  and no other  representations  have been made or  warranties  given
     relating  to the  Landlord  or the Tenant or the said  Building or the said
     Premises and if any such  representation or warranty has been made given or
     implied the same is hereby waived.

15.  LAW

     This  Agreement  shall  be  governed  and  construed  in  all  respects  in
     accordance with the laws of Hong Kong.

16.  MARGINAL NOTES

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


                                     - 30 -
<PAGE>
17.  MISCELLANEOUS

     Unless the context otherwise requires, words herein importing the masculine
     gender  shall  include  the  feminine  and neuter  and words  herein in the
     singular  shall  include  the  plural  and vice  versa  and the  expression
     "person" or "persons" shall include firms and/or corporations.

18.  LEGAL REPRESENTATION

     The Tenant hereby  declares that the Tenant  understands the effect of this
     Agreement and that the Tenant has not been subject to any undue pressure to
     sign the same and further agrees and declares that Messrs.  Paul K. C. Chan
     & Co.,  solicitors  act solely as the  solicitors  for the  Landlord in the
     preparation  and  execution of this  Agreement and that the Tenant has been
     duly  requested  and  advised  by  Messrs.  Paul K. C.  Chan & Co.  to seek
     independent  legal advice on this Agreement or any of the provisions herein
     contained prior to signing of this Agreement. Notwithstanding the aforesaid
     advice,  the Tenant  hereby  confirms  and  declares  that the Tenant fully
     understands  the contents and effects of this Agreement and that the Tenant
     requires no independent legal advice hereon.

19.  MORTGAGEE'S CONSENT

     IT IS HEREBY FURTHER AGREED by the parties hereto as follows:

     The said  Premises are at present  subject to a Mortgage  registered in the
     Land  Registry by Memorial  No.  6611234 and made  between the  Landlord as
     Mortgagor  of one  part  and the  Yien  Yieh  Commercial  Bank  Limited  as
     Mortgagee of the other part. This Agreement is conditional upon the written
     consent of the said  Mortgagee  being obtained and in the event of the said
     mortgagee  failing or  refusing  to give such  consent as  aforesaid,  this
     Agreement  shall  become  null and void and the  Tenant  shall  immediately
     vacate the said  Premises and all sums paid  hereunder by the Tenant to the
     Landlord shall be returned to the Tenant without interest or compensation.

20.  LICENSE FEE-FREE CLAUSE

     The  Landlord  hereby  grants to the  Tenant a  license-at-will  to use and
     occupy the  Premises  for the purpose of  inspection  and  measurement  for
     fitting  out  purpose of the same of the  period  form the 25th day of June
     1996 to the 30th day of June 1996 (both days inclusive) free of license fee
     provided  that the Tenant shall  during the said period  observe and comply
     with all terms and conditions herein contained with such modifications only
     as are necessary to make the same applicable to the license hereby granted.


                                     - 31 -
<PAGE>
21.  TENANTS RIGHT TO USE FURNITURE, FIXTURES AND CHATTELS

     Notwithstanding  anything  herein  contained to the contrary,  it is hereby
     expressly  agreed by the parties  hereto that the Tenant  shall  during the
     term of this  tenancy  have the right to use the  furniture,  fixtures  and
     chattels as set out in the Fifth Schedule hereto ("the Furniture")  without
     payment of any  additional  rent and charges  therefor  upon the  following
     terms and conditions:

     (a)  That the  Tenant  shall not remove  permit or cause to be removed  any
          item of the Furniture  from the said Premises save for the purposes of
          repair or replacement.

     (b)  The  Landlord  shall have the same right as set out in Clause  3(j)(i)
          hereof to enter into the said  premises  upon prior notice to view the
          condition  of the  Furniture  and the same  right as set out in Clause
          3(k)(ii)  to cause  repair  thereto at the costs and  expenses  of the
          Tenant of which  written  notice has been  received  by the Tenant and
          which the  Tenant  has  failed to repair  within 14 days of receipt of
          such notice, or such shorter period as shall be appropriate in case of
          emergency.

     (c)  That the Tenant shall  maintain  and keep the  Furniture in good clean
          and substantial repair and condition (fair wear and tear excepted).

     (d)  That the Tenant shall at the  expiration  or sooner  determination  of
          this  Agreement  deliver up to the Landlord the  Furniture and replace
          with articles of similar  value any items of the  Furniture  which are
          removed,  missing,  lost or so destroyed or damaged as to be incapable
          of repair owing to the default or neglect of the Tenant.

22.  THE PLAN

     The parties hereto  declare and  acknowledge  that the use,  occupation and
     enjoyment of the  Corridor on the 21st Floor of the said  Building as shown
     colored Pink hatched  Black on the plan annexed  hereto for  identification
     purpose is subject to compliance of the Building  Ordinance  (Cap. 123) and
     Fire Service  Ordinance (Cap. 95) of the Laws of Hong Kong and subject also
     to the rights of ingress and egress for the Landlord, Hong Chun Development
     Limited and Chi Wen Trading Company Limited and their licensees,  assignees
     and others along the Corridor  leading from the common  staircase and lifts
     to the Air  Conditioning  Handling  Unit  Room and the Meter  Room  colored
     Yellow on the said Plan.

23.  SHOWROOM AND STRONGROOM

     It is hereby agreed by the parties  hereto that the Tenant shall at its own
     costs and  expenses  be  entitled to erect a showroom  (not  exceeding  300
     square feet) and a strongroom  (not  exceeding 600 square feet) in the said
     Premises for the purpose of its business as may be


                                     - 32 -
<PAGE>
     approved  by the  Landlord  in  accordance  with Clause 3(e) herein and the
     Tenant shall remove the said showroom and strongroom and reinstate the said
     Premises in accordance with Clause 3(p) herein.



                     THE FIRST SCHEDULE ABOVE REFERRED TO


LANDLORD:           SAME FAST LIMITED  (illegible)  whose registered  office is
                    situate at 36th Floor, Rooms 3601-05,  China Resources
                    Building, 26 Harbour Road, Hong Kong.


TENANT:             MAN SANG JEWELLERY COMPANY LIMITED (illegible) whose
                    registered office is situate at 14th Floor, Sands Building,
                    17 Hankow Road, Tsimshatsui, Kowloon, Hong Kong.



                     THE SECOND SCHEDULE ABOVE REFERRED TO


     The entire  office on 21st Floor and the  Corridor  on 21st  Floor,  No. 39
Chatham Road South, Kowloon, Hong Kong erected on the said Land.


                                     - 33 -
<PAGE>
                     THE THIRD SCHEDULE ABOVE REFERRED TO


TERM OF TENANCY:        Three (3) Years commencing on 1st July 1996 and expiring
                        on 30th June 1999.

RENT:                   HK$326,400.00  per calendar  month (exclusive  of rates,
                        air  conditioning charge  and  management  fee and  all
                        outgoings  of  every description)  payable in  advance
                        without any deductions whatsoever on the first day of
                        each and every calendar month and the first of such
                        payment is to be paid on the 1st October 1996 Provided
                        That the Tenant shall be entitled to the rent-free
                        period in Clause 8 hereof.


AIR CONDITIONING CHARGE: HK$32,640.00 per calendar month in advance clear of all
AND MANAGEMENT FEE       deductions on the first day of each and every  calendar
                         month subject to such increase as may from time to time
                         be imposed by the Manager  charged with the  management
                         of the said Building during the term of the tenancy.


DEPOSIT:                 The sum of HK$1,077,120.00, particulars as follows:

                         (i)  HK$979,200.00 being Three (3) months' rental
                              deposit;

                         (ii) HK$97,920.00  being  Three (3)  months'  air
                              conditioning charge and management fee deposit.


                      THE FOURTH SCHEDULE ABOVE REFERRED TO


The said Premises shall only be used for office purpose and for no other purpose
whatsoever.


                                     - 34 -
<PAGE>
                      THE FIFTH SCHEDULE ABOVE REFERRED TO

1.    Suspended ceiling grid, ceiling tiles and light boxes
2.    Standard fire sprinkler system
3.    Full central air conditioning system
4.    Wall plaster with paint

                                     - 35 -


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


SIGNED by Mr. Tian Wei,       }
its director,                 }
for and on behalf of the      }
Landlord                      }
                              }
in the presence of:           }

                                             For and on behalf of
/s/ illegible                                SAME FAST LIMITED
------------------------------
Anita Vachani
Clerk to Messrs. Paul K.C. Chan & Co         /s/ illegible
Solicitors, Hong Kong                        -----------------------------------
                                             Authorized Signature(s)


SIGNED by Mr. Cheng Tai Po,   }              For and on behalf of
its director,                 }              MAN SANG JEWELLERY CO., LTD.
for and on behalf of the      }
Tenant                        }
                              }
in the presence of:           }              /s/ illegible
                                             -----------------------------------
                                             Authorized Signature(s)


/s/ illegible
------------------------------
Anita W. S. Tong
Solicitor
Hong Kong


RECEIVED on the day and year  }
first above  written of and   }
from the Tenant the sum       }
of HONG KONG DOLLARS ONE      }
MILLION AND SEVENTY-SEVEN     }              HK$1,077,120.00
THOUSAND ONE HUNDRED AND      }
TWENTY  ONLY  Hong  Kong      }
Currency                      }              For and on  behalf  of
being  the  deposit           }
above-mentioned to be paid by }              SAME FAST LIMITED
the Tenant to the Landlord    }
                                             /s/ illegible
                                             -----------------------------------
                                             Authorized Signature(s)


                                     - 36 -
<PAGE>
WITNESS at to signature only:



/s/ illegible                                I hereby verify the signature of
------------------------------               Anita Vachani:
Anita Vachani
Clerk to Messrs. Paul K. C. Chan & Co.       /s/ illegible
Solicitors, Hong Kong                        -----------------------------------
                                             Anita W. S. Tong
                                             Solicitor, Hong Kong


                                     - 37 -