CUNNINGHAM GRAPHICS INTERNATIONAL INC
8-K, 1999-01-25
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                January 13, 1999

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
               (Exact name of Registrant as specified in Charter)


         New Jersey                     0-24021                  22-3561164
(State or Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)


629 Grove Street, Jersey City, New Jersey                       07310
 (Address of principal executive office)                     (Zip Code)


Registrant's telephone number including area code:  (201) 217-1990



- --------------------------------------------------------------------------------
          (Former name or Former Address, if Changed Since Last Report)



<PAGE>

Item 2.  Acquisition or Disposition of Assets

     Pursuant to a stock  purchase  agreement  dated as of January 13, 1999 (the
"Agreement")  among Evan Lam Hok Ling,  Timothy Tung Hok Ki  (collectively,  the
"Sellers"),  Cunningham Graphics  International,  Inc., a New Jersey corporation
(the "Company"),  and Cunningham Graphics International,  S.A., a British Virgin
Island corporation ("CGISA"),  the Company, through its wholly-owned subsidiary,
CGISA,  acquired  all of the issued and  outstanding  capital  stock of Workable
Company Limited, a Hong Kong corporation ("Workable").  In addition, the Company
acquired from the Sellers the 60% of the outstanding  capital stock of Plainduty
Limited,  a Hong Kong  corporation,  which  was not  already  held by  Workable.
Workable also has a subsidiary in Singapore.

     The purchase price of the acquisition was $12.3 million,  which was paid as
follows:  (i) the issuance of 398,216 shares of the Company's  common stock,  no
par value per share ("Common Stock"),  at a price of $15.52 per share and (ii) a
cash payment in the amount of $6.2  million.  In addition,  the Company  assumed
$0.7 million of  indebtedness.  The Company  utilized  proceeds from its initial
public  offering of Common Stock to fund the cash portion of the purchase price.
Pursuant to the Agreement,  the Company may be required to pay to the Sellers up
to an additional  $3.8 million,  depending upon the earnings of Workable  during
the years 1999, 2000 and 2001.

     Prior to the acquisition,  Workable, a commercial printer of time sensitive
research  reports in Hong Kong and Singapore,  had been the Company's  strategic
partner in Asia for more than two years.  The Company  intends to have  Workable
continue its operations in the manner conducted prior to the acquisition.

     In connection with the Agreement, Workable entered into Services Agreements
dated as of January 13, 1999 with each of its principals,  Evan Lam Hok Ling and
Timothy Tung Hok Ki.

A copy of the press release is attached hereto as Exhibit 99.

This press release may contain forward-looking  statements,  which involve known
and unknown  risks,  uncertainties  or other  factors  that could  cause  actual
results to materially differ from the results, performance or other expectations
implied  by  these  forward-looking  statement.  Factors  which  could  cause or
contribute to such differences include, but are not limited to, continued demand
for its services,  the availability of raw materials,  the impact of competitive
services  and  pricing,  risks  in  technology  development,  changing  economic
conditions  and other risk factors  detailed in the  Company's  filings with the
Securities and Exchange Commission.




                                       2

<PAGE>

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statements of Businesses Acquired

     Audited financial statements of the acquired businesses for the year ending
March 31, 1998, and for the nine months ending  December 31, 1998 and additional
financial  information  required  under  Rule  3-14  of  Regulation  S-X are not
included in this report and will be filed by amendment.

     (b)  Pro Forma Financial Information

     Pro forma financial  information for the Company after giving effect to the
acquisitions  of Workable and  Plainduty is not included in this report and will
be filed by amendment.

     (c)  Exhibits

         Exhibit No.  Description
         -----------  -----------

           10.18      Agreement  for the sale and purchase of the entire  issued
                      share capital of Workable  Company  Limited and 60% of the
                      issued  share  capital of  Plainduty  Limited  dated as of
                      January 13,  1999 by and among Lam Hok Ling,  Tung Hok Ki,
                      Hacienda    Resources   Limited,    Cunningham    Graphics
                      International,     Inc.,    and    Cunningham     Graphics
                      International, S.A.

           10.19      Service  Agreement  dated as of January 13,  1999  between
                      Workable Company Limited and Evan Lam.

           10.20      Service  Agreement  dated as of January 13,  1999  between
                      Workable Company Limited and Timothy Tung.

           10.21      Tenancy  Agreement  dated as of January 13,  1999  between
                      Workable   Company  Limited  and  Many  Best   Development
                      Limited.

           10.22      Tenancy  Agreement  dated  as  of January 13, 1999 between
                      Workable Company Limited and Splendour  Chief  Development
                      Limited.

           99         Press release of Cunningham Graphics  International,  Inc.
                      dated  January 13, 1999 with respect to the  completion of
                      the acquisition of Workable Company Limited of Hong Kong.




                                       3

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         Cunningham Graphics International, Inc.
                                                    (Registrant)


Dated: January 25, 1999             By:  /s/ Michael R. Cunningham
                                         ---------------------------------------
                                    Name:  Michael R. Cunningham
                                    Title: President and Chief Executive Officer


                                       4


                               Dated January 1999



                                  LAM HOK LING
                                       and
                                   TUNG HOK KI
                                       and
                           HACIENDA RESOURCES LIMITED


                                       and




                     CUNNINGHAM GRAPHICS INTERNATIONAL, S.A.
                                       and
                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC


                 ----------------------------------------------

                                    AGREEMENT
                          for the sale and purchase of
                      of the entire issued share capital of
                       Workable Company Limited and 60% of
                  the issued share capital of Plainduty Limited
                 ----------------------------------------------






                                 Cameron McKenna
                                    5th Floor
                             Tower One Lippo Centre
                                  89 Queensway
                                    Hong Kong
                                T +852 2846 9100
                                F +852 2845 3575
                           Ref: JAO/GMC/NKT/02485.0001


<PAGE>


                                Table of Contents


1. Definitions and Interpretation..............................................1
2. Sale and purchase..........................................................10
3. Consideration..............................................................11
4. Conditions.................................................................15
5. Conduct of Business Pending Completion.....................................16
6. Completion.................................................................16
7. Completion Balance Sheet...................................................18
8. The Retention .............................................................20
9. Warranties and covenants...................................................23
10. Remedies..................................................................28
11. Protection of goodwill....................................................29
12. Termination...............................................................32
13. Retirement Scheme.........................................................33
14. Further assurance.........................................................33
15. Confidentiality; announcements............................................33
16. Assignment................................................................34
17. Waiver; variation; invalidity.............................................35
18. Joint and several.........................................................36
19. Costs and expenses........................................................36
20. Payments..................................................................38
21. Entire agreement..........................................................38
22. Counterparts..............................................................39
23. Time of the essence.......................................................39
24. Notices...................................................................39
25. Governing law and jurisdiction............................................41
26. Process Agent.............................................................41

Schedule 1 Details of the Sellers.............................................43

Schedule 2 Details of the Group...............................................44

       Part 1 Details of the Companies........................................44
       Part 2 Details of the Subsidiary.......................................44

Schedule 3 Properties and Leases..............................................46

       Part 1 HK Properties and HK Leases.....................................46
       Part 2 Singapore Property and Singapore Lease..........................47


<PAGE>


Schedule 4 Conduct of Business Pending Completion ............................48

Schedule 5 Completion Obligations ............................................50

Schedule 6 Basis for preparation of the Completion Balance Sheet..............53

Schedule 7 Warranties.........................................................55

       Part 1 General warranties..............................................55
       Part 2 Taxation Warranties.............................................86

Schedule 8 List of documents in the agreed form...............................90

Schedule 9 Retirement Scheme..................................................91

Schedule10 Certificates.......................................................92

       Part 1 Sellers' Certificate............................................92
       Part 2 Allottee's Certificate..........................................94


Exhibit A         Accounts
Exhibit B         List of non-recurring expenditure
Exhibit C         Calculation of the amount of the Fixed Consideration


<PAGE>


THIS AGREEMENT is made the _____ day of January 1999
BETWEEN:

(1)       LAM HOK LING of Flat A, 20th  Floor,  Block 2, Eden  Garden,  9-11 Lok
          Fung Path, Shatin, New Territories,  Hong Kong and TUNG HOK KI of 24H,
          Han Kung Mansion, Taikoo Shing, Hong Kong (the "Sellers");

(2)       HACIENDA  RESOURCES  LIMITED,  a company  incorporated  in the British
          Virgin Islands whose registered office is at Commerce  Chambers,  Road
          Town, Tortola, British Virgin Islands (the "Allottee");

(3)       CUNNINGHAM GRAPHICS INTERNATIONAL, S.A., a company incorporated in the
          British Virgin Islands whose registered office is at PO Box 3340, Road
          Town, Tortola, British Virgin Islands (the "Purchaser"); and

(4)       CUNNINGHAM GRAPHICS INTERNATIONAL, INC., a company incorporated in New
          Jersey whose executive offices are located at 629 Grove Street, Jersey
          City, New Jersey 07310, the United States of America ("CGII").

RECITALS

(A)       Details of Workable Company Limited and Plainduty  Limited are set out
          in Part 1 of Schedule 2 (Details of the Companies).

(B)       The Sellers  have agreed to sell the Shares to the  Purchaser  and the
          Purchaser  has agreed to  purchase  the  Shares on and  subject to the
          terms and conditions of this Agreement.

NOW IT IS AGREED as follows:

1.        Definitions and Interpretation

          In this Agreement:

1.1       Defined terms:

          "Accounts"  means  the  audited  financial  statements  of each of the
          Companies in respect of the Financial  Period prepared by the Sellers'
          Accountants  as at the Balance Sheet Date on a SSAP basis  (comprising
          in  each  case a  balance  sheet,  profit  and  loss  account,  notes,
          auditors'  and  directors'  reports,  a  statement  of the  source and
          application of funds or a cashflow  statement) and the Closing Balance
          Sheet.  Copies of the Accounts have been initialled by or on behalf of
          the Sellers for the purpose of  identification as Exhibit A annexed to
          this Agreement;



                                      -1-
<PAGE>

          "Affiliate"  means in relation to any body  corporate  (i) its holding
          company;  or (ii) any  subsidiary  (within the meaning of section 2 of
          the Ordinance) of such body corporate or of its holding company;

          "Agreement"   means  this   Agreement,   including  the  Recitals  and
          Schedules, but not the Tax Deed;

          "Allottee"  means the Party  identified  above as the  allottee of the
          Fixed  Consideration   Shares,   being  a  company  wholly  owned  and
          controlled by the Sellers;

          "Allotment  Price"  means the price per every  CGII Stock at which the
          Fixed  Consideration  Shares  are  to be  allotted  pursuant  to  this
          Agreement,  being the average of the daily closing market price of the
          CGII Stock on the Nasdaq  National  Market  System over a period of 45
          consecutive  trading days (both dates  inclusive)  ending on the third
          business day preceding Completion;

          "Associated  Company" means a company in which any Group Company holds
          shares  conferring  the right to  exercise  20 per cent or more of the
          votes  which  could (in  normal  circumstances  and  disregarding  any
          exceptional or temporary suspension of any voting rights) be cast on a
          poll  at a  general  meeting  of  such  company  and  which  is  not a
          subsidiary of any Group Company;

          "Balance Sheet Date" means 30 November 1998;

          "Business" means  collectively the businesses of the Group at the date
          of this Agreement;

          "Business  Day" means a day (other  than a  Saturday  or Sunday)  when
          banks are open for business in Hong Kong;

          "Cash  Payment"  means the cash  payment as referred to in  sub-clause
          3.2.2 (Satisfaction of Fixed Consideration);

          "CGII Stock" means the common stock of CGII without par value;

          "Closing Balance Sheet" means the proforma  consolidated balance sheet
          of the  Companies  on the  basis  that  Plainduty  is a  wholly  owned
          subsidiary of Workable HK as at the Balance Sheet Date;

          "Commercial Information" means all information (including Know How but
          not limited to matters which are  confidential)  at any time belonging
          to, or


                                      -2-
<PAGE>

          under the  control  of, any Group  Company  which has at any time been
          used or intended to be used for the  purpose of the  Business  (or any
          aspect of it);

          "Companies"  means  (subject  to  sub-clause  1.12)  Workable  HK  and
          Plainduty the respective particulars of which are set out in Part 1 of
          Schedule 2 (Details of the Companies)  and "Company"  means any one of
          them;

          "Competent Authority" means (i) any person (whether autonomous or not)
          having legal  and/or  regulatory  authority;  (ii) any court of law or
          tribunal in any  jurisdiction;  and/or (iii) any  Taxation  Authority;
          "Completion"  means  completion of the sale and purchase of the Shares
          pursuant to this Agreement;

          "Completion  Balance Sheet" means the accounts referred to in clause 7
          (Completion  Balance  Sheet)  prepared in  accordance  with Schedule 6
          (Basis for preparation of the Completion Balance Sheet);

          "Completion Date" means the date of Completion;

          "Conditions"  means  collectively the conditions to Completion set out
          in sub-clause 4.1 (Conditions to Completion);

          "Connected  Person" means a person connected with any Group Company by
          reason of any of the Sellers  being a  director,  chief  executive  or
          substantial  shareholder  (who has at least 10% of the voting power at
          any general meeting);

          "Copyright"  is as defined in  paragraph  17.1 of Part 1 of Schedule 7
          (Intellectual Property);

          "CSFB  Debt"  means the debt in the  amount of  HK$313,320  (being the
          label printing service charges for Credit Suisse First Boston) owed to
          the Companies which has not been taken into account in the calculation
          of the Fixed Consideration in sub-clause 3.1 (Fixed Consideration);

          "Disclosed"  means  accurately and fairly  disclosed by the Disclosure
          Documents and by the general disclosures  specifically  referred to in
          paragraphs 1, 2, 3 and 4 of the  Disclosure  Letter (and  "Disclosure"
          shall be construed accordingly);

          "Disclosure  Documents"  means  the  Disclosure  Letter  and  the  two
          identical  bundles  of  documents  collated  by or on  behalf  of  the
          Sellers,  the  outside  covers of each of which  have been  signed for
          identification by or on behalf of the Sellers and the Purchaser;



                                      -3-
<PAGE>

          "Disclosure  Letter" means the letter  described as such,  dated as of
          the  date  of this  Agreement  and  addressed  by the  Sellers  to the
          Purchaser;

          "Earn-out  Consideration" means the earn-out consideration payable for
          the Shares pursuant to sub-clause 3.6 (Earn-out Consideration);

          "Employment  Ordinance" means the Employment  Ordinance (Cap 57 of the
          Laws of Hong Kong);

          "Encumbrance"  means any  interest or equity of any person  (including
          any right to acquire, option or right of pre-emption or conversion) or
          any  mortgage,   charge,  pledge,  lien,  assignment,   hypothecation,
          security interest,  title retention or any other security agreement or
          arrangement, or any agreement to create any of the above;

          "Environment"  and "Environment  Laws" are as defined in paragraph 8.1
          of Part 1 of Schedule 7 (Environment);

          "Escrow  Agreement"  means the escrow  agreement  to be  entered  into
          between the Escrow Agent,  the Sellers,  the  Purchaser,  CGII and the
          Allottee in the agreed form;

          "Escrow Agent" means Gibbons,  Del Deo, Dolan,  Griffinger & Vecchione
          of One Riverfront Plaza, Newark, New Jersey, USA;

          "Far East  Pacific  Region"  includes New  Zealand,  India,  Pakistan,
          Nepal, Bhutan, Bangladesh, Laos, Vietnam, Cambodia, Brunei, Sri Lanka,
          Myanmar, Brazil, Colombia, Argentina, Venezuela, Ecuador, Peru, Chile,
          Paraguay;

          "Financial  Period"  means a period of eight  months ended 30 November
          1998;

          "Financial  Year" means a financial year within the meaning of section
          2 of the Ordinance;

          "Fixed  Consideration"  means the fixed consideration  payable for the
          Shares pursuant to sub-clause 3.1 (Fixed Consolidation);

          "Fixed  Consideration  Shares" means the CGII Stock to be allotted and
          issued credited as fully paid pursuant to sub-clause 3.2 (Satisfaction
          of Fixed Consolidation);



                                      -4-
<PAGE>

          "Funded  Debts"  include banks loans and hire purchase  liabilities of
          the Companies in the  aggregate  amount as at the  Completion  Date as
          evidenced  by  such  documents  accepted  by the  Purchaser  as  proof
          thereof;

          "Group" means collectively the Companies and the Subsidiary and "Group
          Company" means any one of them;

          "Hardware"  is as defined in  paragraph  18.1 of Part 1 of  Schedule 7
          (Information Technology);

          "Harm" and "Hazardous  Matter" are as defined in paragraph 8.1 of Part
          1 of Schedule 7 (Environment);

          "HKSE" means The Stock Exchange of Hong Kong Limited;

          "HK$" means Hong Kong dollars;

          "holding  company"  means a holding  company  within  the  meaning  of
          section 2 of the Ordinance;

          "Hong Kong" means The Hong Kong Special  Administrative  Region of The
          People's  Republic of China;  "HK Leases"  means in relation to any HK
          Property, the lease under which such property is (or is to be) held by
          Workable  HK,  the  particulars  of  which  are  set  out in Part 1 of
          Schedule 3 (Properties and Leases);

          "HK  Properties"  means the properties of which short  particulars are
          set  out in Part 1 of  Schedule  3  (Properties  and  Leases)  and the
          expression "HK Property" shall mean, where the context so admits,  any
          one or more of any part of such properties;

          "Intellectual  Property",  "Intellectual  Property Agreements" and "IP
          Materials"  are as defined in  paragraph  17.1 of Part 1 of Schedule 7
          (Intellectual Property);

          "IT  Contracts",  "IT  Services"  and "IT  Systems"  are as defined in
          paragraph 18.1 of Part 1 of Schedule 7 (Intellectual Property);

          "Know  How" is as defined in  paragraph  17.1 of Part 1 of  Schedule 7
          (Intellectual Property);

          "Loans" means a fixed sum of  HK$29,002,000,  being an amount equal to
          the  aggregate of the principal  amounts of the loans  advanced by the
          Companies to their  respective  shareholders  and of the  intercompany
          loans owed to either


                                      -5-
<PAGE>

          Workable HK or Plainduty which have been  extinguished on or before 30
          November 1998 as shown in the Accounts;

          "Leases" means collectively the HK Leases and the Singapore Lease;

          "Litigation"  means any  actual or  prospective  proceedings,  whether
          judicial, administrative,  tribunal, arbitral, criminal or similar and
          whether or not  subject  or  intended  to be  subject  to  alternative
          dispute resolution techniques;

          "Losses and Expenses"  means actions,  proceedings,  losses,  damages,
          liabilities,  claims,  demands,  costs and expenses  including  fines,
          penalties, legal and other professional fees;

          "Nasdaq"  means  the  National   Association  of  Securities   Dealers
          Automatic Quotation;

          "Net  Assets"  means in relation to the  Companies,  the  consolidated
          assets less the consolidated  liabilities as set out in the Completion
          Balance Sheet;

          "Other  Property" is as defined in paragraph 8.1 of Part 1 of Schedule
          7 (Environment);

          "Ordinance" means the Companies  Ordinance (Cap 32 of the Laws of Hong
          Kong);

          "Parties" means the Purchaser, the Allottee, the Sellers and CGII (and
          "Party" shall be construed accordingly);

          "Patent  Rights" is as defined in paragraph 17.1 of Part 1 of Schedule
          7 (Intellectual Property);

          "Plainduty"  means Plainduty  Limited the particulars of which are set
          out in Part 1 of Schedule 2 (Details of the Companies);

          "Plainduty  Shares" means 60,000 fully paid issued  ordinary shares of
          HK$1 each in the capital of Plainduty;

          "Proceedings"   means  any  proceeding,   suit  or  action  (including
          arbitration) arising out of or in connection with this Agreement;

          "Product"  is as defined  in  paragraph  13.1 of Part 1 of  Schedule 7
          (Trading);



                                      -6-
<PAGE>

          "Properties"  means  collectively  the HK Properties and the Singapore
          Property and the expression  "Property"  shall mean, where the context
          so admits, any one or more or any part of such properties;

          "Purchaser"  means the Party  identified above as the purchaser of the
          Shares being a wholly-owned subsidiary of CGII;

          "Purchaser's  Accountants" means Ernst & Young of 15th Floor Hutchison
          House, 10 Harcourt Road, Central, Hong Kong;

          "Purchaser's Solicitors" means Cameron McKenna of 5th Floor, Tower One
          Lippo Centre, 89 Queensway, Hong Kong;

          "Registered  Intellectual  Property",  "Relevant Action" and "Relevant
          IP"  are  as  defined  in  paragraph  17.1  of  Part 1 of  Schedule  7
          (Intellectual Property);

          "Regulatory  Requirements" means any applicable  requirement of law or
          the Competent Authority;

          "Retained  Cash  Payment"  means the amount of the Cash  Payment to be
          paid into the Retention  Account  pursuant to sub-clause 8.1 (Retained
          Shares and Retained Cash Payment);

          "Retained Shares" means such number of the Fixed Consideration  Shares
          to be  delivered  to the  Escrow  Agent  pursuant  to  sub-clause  8.1
          (Retained Shares and Retained Cash Payment);

          "Retention"  means the  retention of the Retained Cash Payment and the
          Retained Shares pursuant to clause 8 (The Retention);

          "Retention Account" means the interest-bearing  deposit account in the
          joint names of the  Purchaser  and the Sellers into which the Retained
          Cash  Payment  shall be  deposited,  such  account  to be  opened  and
          operated by the Escrow Agent in accordance with the Escrow Agreement;

          "Retention Balance" means the credit balance for the time being of the
          Retention  Account and the number of the Retained  Shares for the time
          being;

          "Retention  Consideration"  means the  retention  of part of the Fixed
          Consideration pursuant to sub-clause 8.1 (Retained Shares and Retained
          Cash Payment);

          "Retirement Scheme" means agreements or arrangements  (whether legally
          enforceable or not) for the payment of any pensions,  allowances, lump
          sums


                                      -7-
<PAGE>

          or other like benefits on retirement or on death or during  periods of
          sickness  or  disablement  for the  benefit  of any  present or former
          director,  officer or employee of any Group Company or for the benefit
          of the dependants of any such persons;

          "S$" means Singapore dollars;

          "Securities Act" means the United States of America  Securities Act of
          1933 (as amended);

          "Sellers"  means the  Parties  identified  as  Sellers  in  Schedule 1
          (Details of the Sellers);

          "Sellers'  Accountants"  means  PricewaterhouseCoopers  of 20th Floor,
          Prince's Building, Central, Hong Kong;

          "Service  Agreements" means the service  agreements to be entered into
          between each of the Sellers and the Company in the agreed form;

          "Singapore  Lease" means the lease under which the Singapore  Property
          is held by the  Subsidiary,  the  particulars  of which are set out in
          Part 2 of Schedule 3 (Properties and Leases);

          "Singapore Property" means the property of which short particulars are
          set out in Part 2 of Schedule 3 (Properties and Leases);

          "Sellers'  Solicitors" means the solicitors acting for the Sellers and
          the  Allottee,  So Keung Yip & Sin of 17th Floor,  Standard  Chartered
          Bank Building, 4 Des Voeux Road Central, Hong Kong;

          "Software"  is as defined in  paragraph  17.1 of Part 1 of  Schedule 7
          (Intellectual Property);

          "Shares" means the Workable Shares and the Plainduty Shares;

          "SSAP" means a statement of standard  accounting practice or financial
          reporting standard in force at the date of this Agreement as issued by
          the Hong Kong Society of Accountants;

          "subsidiary" means a subsidiary within the meaning of section 2 of the
          Ordinance;



                                      -8-
<PAGE>

          "Subsidiary"   or  "Workable   Singapore"   means  Workable   Printing
          (Singapore)  Pte Ltd the particulars of which are set out in Part 2 of
          Schedule 2 (Details of the Subsidiary);

          "Taxation" or "Tax" means:

          (a)       all forms of taxation including any charge, tax, duty, levy,
                    impost, withholding or liability wherever chargeable imposed
                    for support of national, state, federal,  municipal or local
                    government  or any other person and whether of the Hong Kong
                    or any other jurisdiction; and

          (b)       any penalty,  fine,  surcharge,  interest,  charges or costs
                    payable in connection with any taxation within (a) above;

          "Taxation Authority" means the Hong Kong Inland Revenue Department and
          any other  governmental  or other  authority  whatsoever  competent to
          impose any Taxation, whether in Hong Kong or elsewhere;

          "Taxation  Statute" means any directive,  statute,  enactment,  law or
          regulation or similar measure,  wheresoever enacted or issued,  coming
          into force or entered into  providing for or imposing any Taxation and
          shall  include  orders,  regulations,  instruments,  bye-laws or other
          subordinate  legislation  made under the relevant statute or statutory
          provision and any such measure which amends, extends,  consolidates or
          replaces,  or  which  has  been  amended,  extended,  consolidated  or
          replaced by, any such measure;

          "Tax  Deed"  means  the deed in the  agreed  form  containing  certain
          taxation  covenants  and  indemnities  between  the  Sellers  and  the
          Purchaser;

          "Tax Warranties"  means the warranties set out in Part 2 of Schedule 7
          (Taxation Warranties);

          "Trade Marks" is as defined in paragraph  17.1 of Part 1 of Schedule 7
          (Intellectual Property);

          "Trade Union" is as defined in section 2 of the Trade Unions Ordinance
          (Cap 332 of the Laws of Hong Kong);

          "Transfer  Properties" means Unit 1 of 2nd Floor,  Units 1 & 2 of 14th
          Floor,  Units  1 & 2 of 17th  Floor  and  carpark  no.18  of Tak  King
          Industrial Building, 27 Lee Chung Street, Chai Wan, Hong Kong;

          "Unregistered  Intellectual  Property" is as defined in paragraph 17.1
          of Part 1 of Schedule 7 (Intellectual Property);



                                      -9-
<PAGE>

          "US$" means US dollars;

          "Warranties"  means the warranties  (including the Tax Warranties) set
          out in Schedule 7 (Warranties);

          "Workable HK" means Workable  Company Limited the particulars of which
          are set out in Part 1 of Schedule 2 (Details of the Companies); and

          "Workable  Shares" means the 99,000 fully paid issued  ordinary shares
          of HK$1 each in the capital of Workable HK.

1.2       Reference  to any document as being "in the agreed form" means that it
          is in the form agreed between the Sellers and the Purchaser and signed
          for the purposes of  identification by or on behalf of the Sellers and
          the Purchaser.

1.3       Where any  statement  is  qualified  as being  limited by any person's
          knowledge (for example,  by using expressions such as "so far as he is
          aware"),  the statement shall be deemed to be given to the best of his
          knowledge,  information  and  belief  after  making  due  and  careful
          enquiries.  The  knowledge,  information  and belief of any one of the
          Sellers shall in all cases be imputed to the other Seller.

1.4       The  table  of  contents  and  headings  and   sub-headings   are  for
          convenience  only  and  shall  not  affect  the  construction  of this
          Agreement.

1.5       Unless the context  otherwise  requires,  words  denoting the singular
          shall  include the plural and vice versa and  references to any gender
          shall include all other  genders.  References to any person (which for
          the  purposes  of  this  Agreement  shall  include  bodies  corporate,
          unincorporated associations,  partnerships,  governments, governmental
          agencies and departments,  statutory bodies or other entities, in each
          case whether or not having a separate legal personality) shall include
          the person's successors.

1.6       The words "other", "include" and "including" do not connote limitation
          in any way.

1.7       References  to Recitals,  Schedules,  clauses and  sub-clauses  are to
          (respectively)  recitals to, schedules to, and clauses and sub-clauses
          of, this Agreement (unless otherwise  specified) and references within
          a Schedule to paragraphs  are to  paragraphs of that Schedule  (unless
          otherwise specified).

1.8       References  in this  Agreement  to any  statutory  provision  or other
          legislation  include  a  reference  to  that  statutory  provision  as
          amended, extended,


                                      -10-
<PAGE>

          consolidated  or replaced from time to time  (whether  before or after
          the  date  of this  Agreement)  and  include  any  order,  regulation,
          instrument or other  subordinate  legislation  made under the relevant
          statutory provision.

1.9       Words and  expressions  defined  in the Tax Deed  shall (to the extent
          they are not inconsistent  with this Agreement) bear the same meanings
          in this Agreement.

1.10      References to any Hong Kong legal term for any action,  remedy, method
          of  judicial  proceeding,   legal  document,   legal  status,   court,
          organisation, body, official or any legal concept, state of affairs or
          thing  shall in  respect of any  jurisdiction  other than Hong Kong be
          deemed  to  include  that  which  most  nearly  approximates  in  that
          jurisdiction to the Hong Kong legal term.

1.11      Any  reference to "writing" or "written"  includes  faxes,  electronic
          mail and any legible  reproduction of words delivered in permanent and
          tangible form.

1.12      References in Schedule 7  (Warranties)  to (i) the Companies  shall be
          read as including a corresponding  reference to each Group Company and
          (ii) the Accounts are to those of the Companies or the Subsidiary,  as
          the  case  may  be.  Where  any  expression   defined  in  Schedule  7
          (Warranties)  refers to the  Companies,  it shall for all  purposes be
          read as including a corresponding reference to each Group Company even
          where it is used elsewhere in this Agreement.

1.13      Unless  specified  otherwise,  any amount payable in this Agreement by
          the Purchaser to the Sellers shall be paid in Hong Kong dollars and to
          the extent  that such  amount  must in whole or in part be paid in any
          other currency in order to give due effect to this Agreement, it shall
          be deemed for that  purpose to have been  converted  into the relevant
          currency  immediately before the close of business on the date of this
          Agreement  (or,  if that  is not a  Business  Day,  the  Business  Day
          immediately  before it). Subject to any applicable legal  requirements
          governing  conversions into that currency,  the rate of exchange shall
          be the spot rate for the  conversion  of Hong Kong  dollars  into that
          currency of The Hongkong and Shanghai Banking  Corporation  Limited at
          the time of the deemed conversion.

1.14      References  to  times  of the  day  are  (unless  otherwise  expressly
          provided) to Hong Kong time and references to a day are to a period of
          24 hours running from midnight.

2.        Sale and purchase

2.1       Sale as beneficial owners



                                      -11-
<PAGE>

          Subject  to the  terms  of  this  Agreement,  each  Seller  shall,  as
          beneficial  owner, sell to the Purchaser those numbers of the Workable
          Shares and the Plainduty Shares as are set opposite that Seller's name
          in column 3 of Schedule 1 (Details of the Sellers)  (together with all
          rights  attaching  to them  at the  date  of  this  Agreement  and all
          additional  rights (if any) attaching to them at Completion);  and the
          Purchaser shall purchase the Shares accordingly.

2.2       Dividends and distributions

          The  Purchaser   shall  be  entitled  to  receive  all  dividends  and
          distributions (whether of income or capital) declared, paid or made by
          any Group Company on or after the date of this Agreement.

2.3       Sale of all Shares

          Without prejudice to sub-clause 6.2 (Sellers' failure to comply),  the
          Purchaser  shall not be obliged to complete the purchase of any of the
          Shares   unless  the   purchase   of  all  the  Shares  is   completed
          simultaneously.

2.4       Waivers of pre-emption

          Each of the Sellers waives all rights of pre-emption or similar rights
          over any of the  Shares  conferred  on him either by the  articles  of
          association of the relevant Company or in any other way.

3.        Consideration

3.1       Fixed Consideration

          Subject to  adjustment as provided in sub-clause  7.2  (Adjustment  of
          Fixed  Consideration),  the  Shares  shall  be sold  for the sum to be
          calculated as follows:

                 (4.3 x Annualised Adjusted EBITDA) - Deductions

Where:

       EBITDA=                     Earnings before interest, taxes, depreciation
                                   and  amortisation  of the  Companies  for the
                                   Financial Period as shown in the Accounts.

       Adjusted EBITDA=            EBITDA adjusted as follows:



                                      -12-
<PAGE>

                                   (i)    adding the rental expenses incurred in
                                          the  Financial  Period in  respect  of
                                          Unit 1, 1st Floor, Tak King Industrial
                                          Building,  27 Lee Chung  Street,  Chai
                                          Wan,  Hong Kong and the car park No.4,
                                          as shown in the Accounts;

                                   (ii)   adding the rental expenses incurred in
                                          the Financial Period in respect of the
                                          6th Floor property located at Tak King
                                          Industrial  Building,   27  Lee  Chung
                                          Street,  Chai Wan,  Hong  Kong  leased
                                          from a third  party,  as  shown in the
                                          Accounts;

                                   (iii)  adding  depreciation  and amortisation
                                          as shown in the Accounts;

                                   (iv)   adding  interest  expenses as shown in
                                          the Accounts;

                                   (v)    adding  non-recurring  expenditures as
                                          shown in  Exhibit  B  annexed  to this
                                          Agreement; and

                                   (vi)   less the amount of fair  market  value
                                          rent in respect  of the HK  Properties
                                          occupied by the  Companies  (totalling
                                          28,600 square feet).

       Annualised Adjusted EBITDA= Adjusted EBITDA / 8 x 12

       Deductions=                 Together:

                                   (a)    the Funded Debts; and

                                   (b)    the Loans

       Provided that if the Companies shall recover any amount in respect of the
       CSFB Debt, then the Purchaser shall pay to the Sellers in the proportions
       set opposite their respective names in column 3 of Schedule 1 (Details of
       the Sellers) the amount so collected  multiplied by 4.3. The  calculation
       of the  Fixed  Consideration  is  shown  in  Exhibit  C  annexed  to this
       Agreement.



                                      -13-
<PAGE>

3.2       Satisfaction of Fixed Consideration

          Subject  to  sub-clause  3.3  (Alternative  cash  payment),  the Fixed
          Consideration  for the  sale  and  purchase  of the  Shares  shall  be
          satisfied by:

          3.2.1     the allotment and issue,  credited as fully paid up, by CGII
                    to the Allottee of so much of the Fixed Consideration Shares
                    having a value based on the Allotment Price, as shall be the
                    equivalent  of 50%  of the  Fixed  Consideration  (with  the
                    resulting  number being  rounded  down to the nearest  whole
                    share); and

          3.2.2     the  Cash   Payment  by  the   Purchaser   to  the   Sellers
                    representing  the balance of the Fixed  Consideration in the
                    proportions set opposite their  respective names in column 4
                    of Schedule 1 (Details of the Sellers).

3.3       Alternative cash payment

          Notwithstanding  sub-clause 3.2 (Satisfaction of Fixed  Consideration)
          if the  Allotment  Price  shall be less than US$13 per CGII Stock then
          instead of issuing the Fixed  Consideration  Shares, the Purchaser may
          increase  the Cash  Payment  to reflect  the  difference  between  the
          Allotment Price and US$13 per CGII Stock to satisfy that relevant part
          of the  Fixed  Consideration  and the  number  of Fixed  Consideration
          Shares  to be  issued  to  the  Allottee  shall  be  calculated  to be
          equivalent  to 50% of the Fixed  Consideration  divided  by a price of
          US$13  per  CGII  Stock  and the  additional  Cash  Payment  shall  be
          calculated as follows:

          50% of the Fixed  Consideration  -  (Allotment  Price x number of CGII
          Stock issued)

          Furthermore,  notwithstanding  sub-clause 3.2  (Satisfaction  of Fixed
          Consideration),  if the  Allotment  Price exceeds US$17 per CGII Stock
          then the  Purchaser  may  reduce  the  amount of the Cash  Payment  to
          reflect the difference  between the Allotment Price and US$17 per CGII
          Stock and the relevant part of the Fixed Consideration shall be deemed
          to have been satisfied and the number of Fixed Consideration Shares to
          be issued to the Allottee  shall be calculated as equivalent to 50% of
          the Fixed Consideration divided by a price of US$17 per CGII Stock and
          the amount of Cash Payment shall be reduced by an amount calculated as
          follows:  (Allotment Price x number of CGII Stock issued) - 50% of the
          Fixed Consideration

3.4       Ranking of the Fixed Consideration Shares



                                      -14-
<PAGE>

          All the  Fixed  Consideration  Shares  shall  rank  pari  passu in all
          respects with the existing CGII Stock  together with all rights now or
          hereafter  attaching or accruing to them  including  all rights to any
          dividends or other distribution  declared,  paid or made in respect of
          them by reference to a record date falling after Completion, but shall
          not rank for any  dividend  or rights  declared,  paid or  granted  by
          reference to a record date falling before Completion.

3.5       Reduction in consideration

          Any  payment  made by the Sellers in respect of a breach of any of the
          Warranties  or under the Tax Deed,  or any other  payment made by them
          pursuant to this Agreement,  shall (and shall be deemed to) reduce the
          price paid for the Shares under this Agreement by a matching amount.

3.6       Earn-out Consideration

          In addition to the Fixed  Consideration,  the Purchaser and CGII shall
          jointly and severally pay to the Sellers the Earn-out Consideration in
          the  maximum  amount of US$  3,747,058  subject to the  meeting by the
          Group  of  certain   earnings   after  tax   targets.   The   Earn-out
          Consideration shall be payable in US$ in three equal instalments (each
          an "Earn-out  Instalment")  at such time and subject to the meeting of
          such targets by the Group as specified as follows:

<TABLE>
<CAPTION>
       Earn-out Instalment        Earnings after tax targets*        Time of Payment
       -------------------        ---------------------------        ---------------
       <S>                        <C>                                <C>
       First Instalment           HK$18,900,000                      Within 30 days from the date
                                  after tax earnings                 of the proforma consolidated
                                  for the year ending                audited accounts of the Companies
                                  31 December 1999                   for the fiscal year ending
                                                                     31 December 1999

       Second Instalment          HK$19,845,000                      Within 30 days from the date
                                  after tax earnings                 of the proforma consolidated
                                  for the year ending                audited accounts of the Companies
                                  31 December 2000                   for the fiscal year ending
                                                                     31 December 2000

       Third Instalment           HK$20,837,000                      Within 30 days from the date
                                  after tax earnings                 of the proforma consolidated
                                  for the year ending                audited accounts of the Companies
                                  31 December 2001                   for the fiscal year ending
                                                                     31 December 2001
</TABLE>

                                      -15-
<PAGE>

          *As  shown  in the  proforma  consolidated  audited  accounts  for the
          Companies for the relevant fiscal year.

3.7       Payment  of  the  Earn-out   Consideration   A   particular   Earn-out
          Consideration shall only be payable in the following circumstances:-

          3.7.1     if the Group  matches  or  exceeds  the  after tax  earnings
                    target in respect of any particular instalment as set out in
                    sub-clause 3.6 (Earn-out  Consideration) above, then 100% of
                    that instalment will be paid; or

          3.7.2     if the Group does not fall within  sub-clause  3.7.1  above,
                    but  otherwise  matches  or  exceeds  90% of the  after  tax
                    earnings  target in respect of any particular  instalment as
                    set out in sub-clause  3.6 (Earn-out  Consideration)  above,
                    then 50% of that instalment will be paid.

          Except as provided in sub-clauses  3.7.1 and 3.7.2 above,  no pro-rata
          payment will be made of any Earn-out Instalment.  Any amount earned in
          excess of the targets in sub-clause 3.6 (Earn-out Consideration) above
          cannot be  carried  over to the next  fiscal  year for the  purpose of
          determining  whether  Earn-out  Consideration  for that  later year is
          payable.  The  Purchaser  shall  pay to the  Sellers  so  much  of the
          Earn-out  Instalment  which is  payable  pursuant  to the above in the
          proportions  set  opposite  their  respective  names  in  column  4 of
          Schedule 1 (Details of the Sellers).

3.8       Interest on the Earn-out Consideration

          To the extent  that any  Earn-out  Instalment  becomes  payable and is
          actually  paid by the  Purchaser  to the  Sellers,  the amount of such
          Earn-out  Instalment  shall be increased to include an amount equal to
          interest on the  principal  sum of such  Earn-out  Instalment  as from
          completion  of  this  transaction  to the  payment  of  such  Earn-out
          Instalment calculated at the following respective interest rates:-

                  Earn-out Instalment                 Interest rate per annum
                  -------------------                 -----------------------

                  First Instalment                              6.5%
                  Second Instalment                             6.75%
                  Third Instalment                              7%

3.9       The Securities Act



                                      -16-
<PAGE>

          Each of the Sellers and the Allottee hereby acknowledge and agree that
          the Fixed  Consideration  Shares to be  acquired  by the  Sellers  and
          allotted  to the  Allottee  will not have  been  registered  under the
          Securities  Act and each Seller  and/or the Allottee may be considered
          an  "affiliate" of CGII for the purposes of the Securities Act and the
          rules and regulations thereunder. Each of the Sellers and the Allottee
          further agree to deliver at Completion a  certificate  containing  the
          representations  and warranties set forth in Schedule 10. The Allottee
          further   undertakes  and  agrees  to  comply  with  and  observe  the
          Securities Act and the rules and regulations thereunder.

4.        Conditions

4.1       Conditions to Completion

          Completion  is  subject  to  and  conditional  on  fulfilment  of  the
          conditions set out in this sub-clause,  subject in each case to waiver
          in accordance with sub-clause 4.2 (Waiver of Conditions).

          Restructuring

          The following pre-sale  restructuring  steps being taken and completed
          by the Sellers to the satisfaction of the Purchaser:

          (a)       the transfer by the Companies of the Transfer  Properties to
                    Splendour  Chief  Development  Limited  with  a  sale  price
                    equivalent   to  the  net  book  value  of  the   respective
                    properties and on terms satisfactory to the Purchaser;

          (b)       discharge  or release of the  respective  mortgage or charge
                    over  the  Transfer   Properties   and  full   repayment  of
                    indebtedness thereunder;

          (c)       the entering  into of the HK Leases by Workable HK as tenant
                    with the respective landlords;

          (d)       the  transfer by the Sellers of all of the issued  shares in
                    Workable   Singapore  to  Workable  HK  such  that  Workable
                    Singapore  has become a wholly owned  subsidiary of Workable
                    HK.

4.2       Waiver of Conditions



                                      -17-
<PAGE>

          The  Purchaser  shall be  entitled  by notice in writing  given to the
          Sellers to waive (to such extent as it may think fit)  compliance with
          the Conditions stated in sub-clause 4.1 (Conditions to Completion).

4.3       Time limit for satisfaction of Conditions

          Where   fulfilment  of  any  Condition   requires  a  Party's   active
          involvement or  assistance,  or where a Party is capable of preventing
          its  fulfilment,  that Party shall use all  reasonable  endeavours  to
          procure  that the  Condition  is  fulfilled  as soon as possible  upon
          exchange  of this  agreement  and in any event on or before  1st March
          1999. The Seller shall, as soon as it comes to the attention of any of
          them,  disclose to the Purchaser in writing anything which will or may
          prevent any of the Conditions from being fulfilled in that time.

5.        Conduct of Business pending Completion

          Each of the Sellers  undertakes  to the  Purchaser  that in the period
          between the date of this Agreement and the Completion Date (both dates
          inclusive):

5.1       the Business  will be carried on in the normal  course and with a view
          to profit in  consultation  with the  Purchaser  and (if the Purchaser
          wishes) the  Purchaser's  representatives  shall be  permitted  at all
          times to participate in the running of the Business;

5.2       he will use his best endeavours to preserve and retain the goodwill of
          the Business and existing relationships with customers and suppliers;

5.3       he will keep the Purchaser  promptly and fully informed in relation to
          the Business,  and the financial  position and/or assets of the Group;
          and

5.4       no Group  Company will (except to the extent the Purchaser has given a
          prior written  waiver in accordance  with  sub-clause  17.2  (Specific
          waivers to be in writing)) do, suffer or permit to be done or agree to
          do any of the  matters  referred to in Schedule 4 (Conduct of Business
          Pending   Completion)  or  anything  else  which  is  not  a  routine,
          unimportant nature.

6.        Completion

6.1       Completion

          Subject as provided in sub-clause 6.2 (Sellers' failure to comply),  a
          Completion  meeting shall take place at the offices of the Purchaser's
          Solicitors (or wherever else the Parties agree in writing) immediately
          upon the  satisfaction  of all the  Conditions.  At that meeting,  the
          Parties shall perform their respective


                                      -18-
<PAGE>

          Completion obligations set out in Schedule 5 (Completion  Obligations)
          (but the  Purchaser  will not be  obliged  to do  anything  unless the
          Sellers have first fully  complied with their  Completion  obligations
          under this Agreement). At Completion:-

          6.1.1     all  documents  executed at the  Completion  meeting will be
                    dated as of the Completion Date;

          6.1.2     the Sellers  shall (and shall  procure that any other person
                    controlled  by them or  against  whom they are  entitled  to
                    assert any relevant  contractual rights shall) without delay
                    send to the Purchaser at its registered  office for the time
                    being  all  records,   correspondence,   documents,   files,
                    memoranda  and other papers  belonging to each Group Company
                    but not kept at any of the Properties;

          6.1.3     the  Purchaser  shall place the Retained Cash Payment in the
                    Retention  Account and deliver  the  Retained  Shares to the
                    Escrow Agent.

          All things done at the Completion meeting in performance of Completion
          obligations  under  this  Agreement  will take  effect  subject to and
          conditional upon all the Conditions having been satisfied or waived in
          accordance with this Agreement by Completion. If that condition is not
          fulfilled,  nothing  so done will take  effect and the  Parties  shall
          immediately  do whatever is  necessary  fully to restore  each others'
          respective  positions  as if nothing had been so done  (including  the
          repayment of moneys,  the return or  destruction  of documents and the
          reversal  of  all  things  done  in   performance  of  any  Completion
          obligations under this Agreement).

6.2       Sellers' failure to comply

          If in  any  respect  material  to  the  Purchaser  the  provisions  of
          paragraph 1 of Schedule 5  (Completion  Obligations)  are not complied
          with  on the  Completion  (or  if,  before  then,  the  Purchaser  has
          reasonable  grounds to conclude  that the  Sellers  will not comply in
          that  respect)  the  Purchaser  will not be obliged to  complete  this
          Agreement and may immediately by written notice:

          6.2.1     defer  Completion  to a date not more than 28 days after the
                    date set by  sub-clause  6.1  (Completion)  (and so that the
                    provisions of sub-clauses  6.1 Completion) and 6.2 (Sellers'
                    failure to comply)  shall apply to the  deferred  Completion
                    with all necessary modifications);

          6.2.2     without  prejudice  to  its  rights  under  this  Agreement,
                    proceed  so  far  as  practicable   with  the   transactions
                    contemplated by this Agreement;

          6.2.3     terminate this Agreement without prejudice to its rights and
                    remedies under this Agreement; or



                                      -19-
<PAGE>

          6.2.4     waive all or any of the requirements  contained in paragraph
                    1 of Schedule 5 (Completion Obligations) at its discretion.

6.3       Effect of Completion

          Notwithstanding Completion:

          6.3.1     each  provision of this  Agreement  (and any other  document
                    referred to in it) not performed at or before Completion but
                    which remains capable of performance;

          6.3.2     the Warranties; and

          6.3.3     all covenants and other undertakings contained in or entered
                    into  pursuant to this  Agreement  will remain in full force
                    and effect  and  (except as  otherwise  expressly  provided)
                    without limit in time.

6.4       Pending registration

          Each of the Sellers declares that so long as he remains the registered
          holder of any of the Shares after Completion, he will:-

          6.4.1     hold those Shares and all dividends and other  distributions
                    in respect of them,  and all other rights  arising out of or
                    in connection  with them, in trust for the Purchaser and its
                    successors in title; and

          6.4.2     at all times deal with and dispose of those Shares,  and all
                    such dividends,  distributions and rights attaching to them,
                    as the Purchaser or any such successor may direct.

6.5       Company records etc.

          6.5.1     During  the  six  years  following  Completion,  each of the
                    Sellers will on request  promptly provide the Purchaser with
                    all Commercial  Information in tangible form which is in the
                    possession  or under the  control of any of them (but not of
                    the Purchaser).

          6.5.2     Each of the Sellers  undertakes  at all times to provide the
                    Purchaser  promptly on request with all information known to
                    him (or which  would on  reasonable  enquiry  to be known to
                    him) in  relation  to the  Group if it is  required  for the
                    purposes of complying with Regulatory Requirements.

6.6       Post-Completion Undertaking by the Sellers



                                      -20-
<PAGE>

          The Sellers undertake to procure that, at their own expense, all debts
          and  accounts of each Group  Company (of the one part) and the Sellers
          or any Connected Person or any Affiliate of any of the Sellers (of the
          other part) will be fully  settled and  satisfied  within 7 days after
          the date on which the Completion  Balance Sheet shall have been agreed
          or settled.

7.        Completion Balance Sheet

7.1       Preparation of Completion Balance Sheet

          7.1.1     Immediately  after  Completion,  the Sellers shall  instruct
                    their in-house  accountants to prepare the draft  Completion
                    Balance  Sheet  which  shall  be  reviewed  by the  Sellers'
                    Accountants.

          7.1.2     The  draft  Completion  Balance  Sheet  shall  consist  of a
                    consolidated balance sheet for the Companies as at the close
                    of business on the Completion  Date and shall be prepared in
                    accordance  with the principles set out in Schedule 6 (Basis
                    for preparation of the Completion Balance Sheet).

          7.1.3     The Sellers shall use their best  endeavours to procure that
                    the  draft  Completion  Balance  Sheet is  submitted  to the
                    Purchaser's  Accountants  for review within 40 Business Days
                    after  Completion.   The  Sellers  shall  procure  that  the
                    Companies  give the  Purchaser's  Accountants  access to all
                    relevant files and/or working papers (with the right to take
                    copies at the Sellers' expense) in the possession or control
                    of the Companies to the extent they are reasonably  required
                    for the purposes of the Purchaser's  Accountants'  review of
                    the draft Completion Balance Sheet.

          7.1.4     The  Purchaser   shall  pay  the  charges  of  the  Sellers'
                    Accountants and the charges of the  Purchaser's  Accountants
                    in  connection  with the  preparation  and  approval  of the
                    Completion Balance Sheet.

          7.1.5     The draft  Completion  Balance Sheet shall be deemed to have
                    been accepted as the Completion Balance Sheet unless, within
                    20 Business  Days of its being  received by the  Purchaser's
                    Accountants,  the  Purchaser's  Accountants  deliver  to the
                    Sellers'  Accountants notice to the contrary  specifying (i)
                    the item or items  disputed;  (ii) their reasons;  and (iii)
                    how  the  draft  Completion  Balance  Sheet  and  the  Fixed
                    Consideration  should be adjusted.  If the Purchaser and the
                    Sellers  resolve the matters  raised in the notice in the 15
                    Business  Days  following  receipt of the notice,  the draft
                    Completion Balance Sheet (adjusted,  if necessary, as agreed
                    by the Purchaser's Accountants and the Sellers'


                                      -21-
<PAGE>

                    Accountants)  will be deemed to have  been  accepted  by the
                    Parties as the Completion Balance Sheet.

          7.1.6     If the  Sellers  and  the  Purchaser  are  unable  to  reach
                    agreement  within 15 Business Days of the notice referred to
                    in  sub-clause  7.1.5,  the matter(s) in dispute may, at the
                    written  election  of  the  Sellers  or  the  Purchaser,  be
                    referred  to  the  decision  of  an  independent   chartered
                    accountant  (the  "Independent  Accountant") to be appointed
                    (in default of nomination  by agreement  between the Sellers
                    and the  Purchaser)  by the  President for the time being of
                    the  Hong  Kong  Society  of   Accountants  on  the  written
                    application  of the Sellers or of the  Purchaser  (whichever
                    applies first).

          7.1.7     The Independent Accountant shall act as an expert and not as
                    an  arbitrator  and his  decision  shall (in the  absence of
                    manifest  error) be final and binding on the Sellers and the
                    Purchaser for all the purposes of this Agreement.  The draft
                    Completion  Balance  Sheet,  as adjusted (if  necessary)  to
                    reflect  the  Independent  Accountant's  final  and  binding
                    decision,  will be  deemed  to  have  been  accepted  by the
                    Parties as the Completion Balance Sheet.

          7.1.8     The costs of the Independent Accountant shall be apportioned
                    between  the  Parties as the  Independent  Accountant  shall
                    decide but each Party shall be responsible for its own costs
                    of presenting its case to the Independent Accountant.

7.2       Adjustment of Fixed Consideration

          The  Fixed   Consideration  shall  be  adjusted  after  Completion  in
          accordance with the following provisions of this sub-clause.

          7.2.1     If the Net  Assets  are less  than  HK$30,566,000  as at the
                    Completion  Date as shown by the  Completion  Balance Sheet,
                    the  Sellers  shall pay to the  Purchaser  the amount of the
                    deficiency.

          7.2.2     Any amounts to be paid under  sub-clause 7.2.1 shall be paid
                    within  14 days  after  the  date on  which  the  Completion
                    Balance Sheet shall have been agreed or settled.

          7.2.3     Where  an  amount  is to be  paid  by  the  Sellers  to  the
                    Purchaser, to the extent that the amount:

                    (a)       is less than or equal to the Retention, sub-clause
                              7.2.2  shall  not  apply  and  the  Parties  shall
                              procure that the amount is released to


                                      -22-
<PAGE>

                              the  Purchaser  out of the  Retention  pursuant to
                              sub-clause   8.3   (Payments   out  of  Retention)
                              (together  with a pro rata  share of the  interest
                              accrued on the Retention) within 14 days after the
                              date on which the  Completion  Balance  Sheet have
                              been agreed or settled; and

                    (b)       exceeds   the   Retention,   the   provisions   of
                              sub-clause  7.2.2 above shall apply in relation to
                              the excess.

8.        The Retention

8.1       Retained Shares and Retained Cash Payment

          An  amount  equal to 7.5% of the Fixed  Consideration  shall be placed
          into Retention ("Retention Consideration").

          At Completion the Purchaser shall:

          8.1.1     pay into the Retention Account an amount equal to 25% of the
                    Retention Consideration as the Retained Cash Payment; and

          8.1.2     deliver to the Escrow Agent to be held in escrow pursuant to
                    the  provisions of the Escrow  Agreement  such number of the
                    Fixed Consideration Shares representing 75% of the Retention
                    Consideration   (valued  at  the  Allotment  Price)  as  the
                    Retained  Shares (with any resulting  fraction being rounded
                    down to the nearest whole share).

8.2       Retention Payment Date

          The Retention Balance shall be released to the Sellers'  Solicitors on
          the Retention Payment Date (as defined below) less:

          8.2.1     any amount paid out in accordance with  sub-clause  7.2.3(a)
                    (Adjustment  of  Fixed   Consideration)  or  sub-clause  8.3
                    (Payments out of Retention); and/or

          8.2.2     any amount which is to be retained in the Retention  Account
                    in accordance with sub-clause 8.4 (Outstanding claims).

          The "Retention  Payment Date" means the date falling fifteen (15) days
          after the issuance of the proforma  consolidated  audited  accounts of
          the Companies for the Financial Year ending 31 December 1999.

8.3       Payments out of Retention



                                      -23-
<PAGE>

          Without prejudice to the provisions of clause 7.2 (Adjustment of Fixed
          Consideration),  the  Purchaser  may,  from  time to time  before  the
          Retention  Payment  Date,  by notice to the Sellers  and the  Allottee
          require payment out of the Retention in/or towards satisfaction of any
          claim in relation to the  Warranties  or under the Tax Deed and/or any
          other amount claimed by it under this Agreement to the extent that:

          8.3.1     the Sellers have (in case of the Retained  Cash  Payment) or
                    the Allottee (in case of the Retained  Shares) has agreed to
                    the amount by giving written consent; or

          8.3.2     the Purchaser has obtained judgment in respect of the amount
                    claimed,  and the  judgment is not at the time of the notice
                    capable of appeal

          Provided  That such amount shall be paid first from the Retained  Cash
          Payment in the  Retention  Account and if there shall be  insufficient
          funds in the  Retention  Account to  satisfy  such  amount,  then such
          number of the Retained  Shares valued at the Allotment  Price shall be
          transferred  to the Purchaser as payment of the balance of such amount
          to be applied  (whether  by way of sale,  retention,  cancellation  or
          otherwise) by the Purchaser in or towards  extinguishing  such balance
          owing. The Allottee hereby  irrevocably and  unconditionally  appoints
          the Escrow  Agent as its  attorney  to execute the  relevant  transfer
          documents if the Allottee  shall make default in  transferring  any of
          such Retained Shares to the Purchaser pursuant to this sub-clause 8.3.

8.4       Outstanding claims

          8.4.1     If the  Purchaser  has  notified the Sellers in writing of a
                    claim in  relation to the  Warranties  or under the Tax Deed
                    which has not been finally determined,  settled or withdrawn
                    on or before the Retention Payment Date, the Purchaser shall
                    be entitled to require the Held-over  Proportion (as defined
                    below) of the Retention to remain in the  Retention  Account
                    until the claim or dispute is finally determined, settled or
                    withdrawn.

          8.4.2     On such  claim  or  dispute  being  determined,  settled  or
                    withdrawn,   any  amount   payable  out  of  the   Held-over
                    Proportion to:

                    (a)       the Sellers and the  Allottee  will be paid to the
                              Sellers' Solicitors; and

                    (b)       the  Purchaser  will  be  paid  as  the  Purchaser
                              instructs.


                                      -24-
<PAGE>

          8.4.3     The "Held-over  Proportion" means the proportion (including,
                    if that is the case, the whole) of the  outstanding  balance
                    on the  Retention  Account and such  number of the  Retained
                    Shares determined either:

                    (a)       by the  Purchaser,  and agreed by the  Sellers (in
                              case of the Retained Cash Payment) or the Allottee
                              (in case of the Retained Shares) in writing; or

                    (b)       by Counsel as reasonable in the  circumstances (on
                              the basis of the facts available to him). For this
                              purpose,  Counsel shall be a Senior  Counsel of at
                              least  10  years'  call  practising  in Hong  Kong
                              selected by the Purchaser and instructed  with the
                              Sellers' (in case of the Retained Cash Payment) or
                              the  Allottee's  (in case of the Retained  Shares)
                              consent  (or, if that  consent is not given within
                              15  days  of  that  Counsel's   selection  by  the
                              Purchaser,  chosen  by the  Chairman  for the time
                              being of the  Hong  Kong  Bar  Association  on the
                              written   application  of  the  Purchaser  or  the
                              Sellers (in case of the Retained  Cash Payment) or
                              the  Allottee  (in case of the  Retained  Shares),
                              whichever  applies  first),  and  his or her  fees
                              shall  be  apportioned   between  the  Parties  as
                              Counsel shall decide.

8.5       Interest

          Where  any  payment  is made  to the  Purchaser  out of the  Retention
          Account as provided in this clause,  the  Purchaser  shall at the same
          time be entitled to a corresponding proportion of the interest accrued
          on the  Retention  Account.  Otherwise,  all  interest  accrued on the
          Retention  Account  shall be payable to the Sellers (by payment to the
          Sellers'  solicitors)  at the  time  of  payment  to  them  out of the
          Retention in accordance with this clause.

8.6       Written instructions

          The Sellers (in case of the Retained Cash  Payment),  the Allottee (in
          case of the  Retained  Shares)  and the  Purchaser  undertake  to give
          prompt  written  instructions  with  regard  to  the  Retention  where
          necessary  or  desirable  in  order  to  give  proper  effect  to  the
          provisions  of this  Agreement.  Any  such  instructions  given by the
          Purchaser  shall also be given to the Sellers (in case of the Retained
          Cash Payment) or the Allottee (in case of the Retained Shares) and any
          such  instructions  given by the Sellers (in case of the Retained Cash
          Payment) or the Allottee (in case of the Retained  Shares)  shall also
          be given to the Purchaser.

8.7       Tax liability



                                      -25-
<PAGE>

          Any tax  liability of the  Purchaser  arising on interest  paid on any
          part of the Retention released to it under sub-clauses 7.2 (Adjustment
          of Fixed  Consideration)  and 8.3 (Payments out of Retention) shall be
          for the account of the Purchaser.  Any tax liability of the Sellers or
          the  Allottee  arising on interest  paid on any part of the  Retention
          released to it under sub-clauses 8.2 (Retention Payment Date) shall be
          for the account of the Sellers and the Allottee.

8.8.      Substitution of Retained Shares

          The  Allottee  may at any  time  and  from  time  to  time  provide  a
          substitute  in cash for all or a portion of the Retained  Shares in an
          amount  equal to the number of the Retained  Shares to be  substituted
          multiplied  by  the  Allotment  Price.   Detailed  provisions  of  the
          substitution shall be as provided in the Escrow Agreement.

9.        Warranties and covenants

9.1       Warranties, representations and undertakings

          Subject to the matters Disclosed in the Disclosure Letter, the Sellers
          warrant, represent and undertake to the Purchaser and CGII jointly and
          severally in the terms set out in Schedule 7 (Warranties)  in relation
          to each Group Company.  Each of the Warranties set out in the separate
          paragraphs   of  Schedule  7   (Warranties)   shall  be  separate  and
          independent and (except as expressly  otherwise provided) shall not be
          limited by  reference  to any other  Warranty  or by  anything in this
          Agreement,  the Disclosure  Documents or the Tax Deed. Save and except
          for  paragraph  2.4 of  Part 1 of  Schedule  7  (Share  Capital),  the
          Warranties are made or given to the best of the information, knowledge
          and belief of the Sellers up to and including Completion.

9.2       Undertakings in relation to breaches

          The Sellers undertake that:

          9.2.1     they shall not, and shall  procure (as far as they can) that
                    the Group shall not, at any time  before  Completion  do (or
                    permit  or suffer  to  subsist  or be done) any act or thing
                    which would  constitute a breach of any of the Warranties or
                    which would make any of the Warranties  untrue or misleading
                    at any time;

          9.2.2     upon any of them  becoming  aware before  Completion  of the
                    actual or  impending  occurrence  or  non-occurrence  of any
                    matter,  event or  circumstance  (including  any omission to
                    act) which:



                                      -26-
<PAGE>

                    (a)       would or might  reasonably be expected to cause or
                              constitute a breach of any Warranty; or

                    (b)       would or might  reasonably be expected to make any
                              of the Warranties untrue or misleading; or

                    (c)       would have caused or  constituted  a breach of any
                              Warranty  had it been known to any of them  before
                              exchange of this Agreement; or

                    (d)       would or might reasonably be expected to give rise
                              to  a  claim   under   the  Tax  Deed   they  will
                              immediately  give written  notice of such event to
                              the Purchaser  with  sufficient  details to enable
                              the Purchaser to assess  accurately  the impact of
                              such event and (if requested by the Purchaser) use
                              their  best  endeavours  promptly  to  prevent  or
                              remedy the event.

9.3       Investigation by Purchaser

          None of the  Warranties  or the Tax Deed  shall be  deemed  in any way
          modified or discharged by reason of any  investigation or inquiry made
          or to be  made  by or on  behalf  of  the  Purchaser.  No  information
          relating to any Group Company or to the Associated  Companies of which
          the  Purchaser has knowledge  (actual or  constructive)  other than by
          reason of its being  Disclosed  shall  prejudice  any claim  which the
          Purchaser  shall be entitled  to bring or shall  operate to reduce any
          amount recoverable by the Purchaser under this Agreement.  The benefit
          conferred upon the Purchaser by this clause shall be deemed to be also
          conferred upon each Group Company.

9.4       Information supplied by the Group

          The Sellers  undertake  to the  Purchaser  to waive any and all claims
          which  they  might   otherwise  have  against  the  Group  and/or  its
          respective officers,  employees or agents or any of them in respect of
          any information  supplied to them by or on behalf of any Group Company
          in connection with the Warranties, the Tax Deed and/or the information
          Disclosed.  This shall not preclude any Seller from  claiming  against
          any other Seller under any right of contribution or indemnity to which
          he may be entitled.

9.5       Reliance



                                      -27-
<PAGE>

          The Sellers  accept that the  Purchaser  and CGII have been induced to
          enter into this Agreement, and have entered into it, upon the basis of
          and in reliance upon the Warranties.

9.6       Limitation of liability

          9.6.1     The   Sellers   shall  not  be  liable  for  any  breach  of
                    Warranties:

                    (a)       to the extent that provision or reserve in respect
                              thereof   has  been   specifically   made  in  the
                              Accounts;

                    (b)       which  would not have  arisen but for a  voluntary
                              act,  omission or transaction  after Completion on
                              the part of the Purchaser or the Group which could
                              reasonably  have been  avoided or carried  out and
                              which was not in the ordinary course of business;

                    (c)       which  arises  as a result  of  legislation  which
                              comes into  force  after  Completion  and which is
                              retrospective in effect;

                    (d)       which,  being a liability  in respect of taxation,
                              arises by reason  of an  increase  in the rates of
                              taxation made after Completion with  retrospective
                              effect;

                    (e)       which arises as a result of a change in accounting
                              policies after Completion.

          9.6.2     The  liability  of the  Sellers in respect of any claims for
                    breach of Warranties shall be limited as follows:

                    (a)       the maximum aggregate  liability of the Sellers in
                              respect of all  claims  for  breach of  Warranties
                              shall not, when taken  together with the aggregate
                              liability  of the Sellers in respect of all claims
                              under the Tax Deed, exceed the total aggregate sum
                              of the Fixed Consideration;

                    (b)       the Sellers shall only be liable in respect of any
                              claim for breach of  Warranties  if the  aggregate
                              liability  of the  Sellers  for  all  such  claims
                              exceeds  HK$100,000  and in such event the Sellers
                              shall  be  liable  for the  whole  amount  of such
                              claims and not only the excess; and

                    (c)       (save as provided  below) no claims may be brought
                              against  the  Sellers  in  respect  of a breach of
                              Warranties unless notification


                                      -28-
<PAGE>

                              thereof  shall  have  been  given  to the  Sellers
                              before  the  expiration  of six  months  after the
                              Retention Payment Date with reasonable  details of
                              the relevant  claim as known to the  Purchaser and
                              any such claim shall (if not previously satisfied,
                              settled  or  withdrawn)  be  deemed  to have  been
                              waived or  withdrawn  at the expiry of a period of
                              six  months  thereafter   unless   proceedings  in
                              respect  thereof shall have already been commenced
                              against the Sellers Provided that  notwithstanding
                              the  above  a  claim  for  breach  of   Warranties
                              relating  to  Taxation  may be  brought  within  a
                              period of six years after Completion.

          9.6.3     No claim for breach of Warranties  may be brought under this
                    Agreement if a claim in respect of the same  subject  matter
                    thereof  has  been  made  under  the Tax  Deed  and has been
                    satisfied in full. Where a claim for breach of Warranties is
                    made under this  Agreement  and has been  satisfied in full,
                    all other rights and  remedies (if any) of the  Purchaser in
                    respect of the same subject  matter  thereof,  whether under
                    this Agreement or otherwise, are hereby excluded.

          9.6.4     In respect of any claim for breach of Warranties hereunder:

                    (a)       the  Purchaser  shall,  upon  any  claim,  action,
                              demand or assessment  being made or issued against
                              the  Purchaser  or any  Group  Company  which  the
                              Purchaser  believes  could  lead to a claim by the
                              Purchaser  for  breach of  Warranties  under  this
                              Agreement,  promptly  give  notice  thereof to the
                              Sellers;

                    (b)       the Purchaser  shall (subject to the Purchaser and
                              each Group Company being  indemnified  and secured
                              to the Purchaser's reasonable satisfaction against
                              any  liability,  costs,  damages or expenses which
                              may be incurred  thereby)  take such action as the
                              Sellers may reasonably  request to avoid,  resist,
                              dispute, defend, compromise or appeal against such
                              claim, action, demand or assessment;

                    (c)       where any claim under the Warranties has been paid
                              or settled by the Sellers the  Purchaser  will, if
                              so  requested  by  the  Sellers  and  in so far as
                              permitted  by  law so to do,  use  all  reasonable
                              endeavours  (at the  expense  of the  Sellers)  to
                              enable the  Sellers (by way of  subrogation  or by
                              way of assignment for no  consideration) to pursue
                              any  remedies  which might have been  available to
                              the Purchaser or, as the case may be, to any Group
                              Company  against any third party in respect of the
                              matters giving rise to a claim.



                                      -29-
<PAGE>

          9.6.5     If the Sellers  shall pay to the Purchaser any amount by way
                    of   compensation   or  damages  for  breach  of  Warranties
                    hereunder  and the  Purchaser  or any  member  of the  Group
                    subsequently recovers from a third party any amount relating
                    to such breach,  the Purchaser  shall forthwith repay to the
                    Sellers such amount  previously paid by the Sellers less the
                    costs and expenses  incurred by the  Purchaser in connection
                    with such  breach or so much  thereof as does not exceed the
                    amount recovered from the third party.

          9.6.6     If any claim for breach of  Warranties is brought under this
                    Agreement in relation to any  liability of the  Purchaser or
                    any Group  Company  which is  contingent  only,  the Sellers
                    shall not be liable to make any  payment in respect  thereof
                    until such contingent liability becomes an actual liability.

9.7.      Repetitions

          The Sellers in relation to each Group Company  warrant,  represent and
          undertake  to the  Purchaser  that  the  Warranties  will be true  and
          accurate  in all  respects  and not  misleading  at all times from the
          exchange  of this  Agreement  up to and  including  Completion  in all
          respects:

          9.2.1.    if they had been  repeated on each such day by  reference to
                    the circumstances at the time of repetition; and

          9.2.2.    on the basis that a reference to the time of repetition were
                    each time  substituted for any express or implied  reference
                    to the time of this  Agreement  (but so that any  period  of
                    time expressed to start at the date of this Agreement  shall
                    continue to be deemed to start  then)and  references in this
                    Agreement  to  the  Warranties  shall  include  them  as  so
                    repeated.

9.8.      Sellers' covenants

          In  consideration  of  the  Purchaser  and  CGII  entering  into  this
          Agreement  and in  particular  the issuance and allotment of the Fixed
          Consideration  Shares to the Allottee,  the Sellers hereby jointly and
          severally covenant with the Purchaser and CGII as primary obligors:

          9.8.1     to procure  that the  Allottee  shall duly  perform  all its
                    obligations under this Agreement and the Escrow Agreement;



                                      -30-
<PAGE>

          9.8.2     to procure that the  Allottee  shall comply with and observe
                    the Securities Act and the rules and regulations  thereunder
                    and, in particular, any and all restrictions on it regarding
                    the  re-sale,  transfer  or  otherwise  dealing in the Fixed
                    Consideration Shares;

          9.8.3     if and  whenever  the  Allottee  shall be in  default in the
                    payment when due of any amount  payable under this Agreement
                    and/or the Escrow  Agreement the Sellers shall within 5 days
                    after being given  notice to the effect that the Allottee is
                    in default  and  containing  the  calculation  of the amount
                    claimed by the  Purchaser  and/or CGII pay all amounts  then
                    payable by the Allottee as though the Sellers instead of the
                    Allottee were expressed to be the principal debtor; and

          9.8.4     to indemnify the Purchaser and/or CGII against all costs and
                    expenses  (including  legal fees) which the Purchaser and/or
                    CGII may pay or incur in  collecting  any amount  payable by
                    the Allottee or the Sellers pursuant to this sub-clause 9.8.

9.9       Indulgence

          The Sellers  acknowledge that their  liabilities  under sub-clause 9.8
          (Sellers' covenants) are joint and several and shall not be discharged
          or  affected  in any way by time being  given to the  Allottee  by the
          Purchaser  and/or CGII, by any other  indulgence  or concession  being
          granted  to the  Allottee  or the other  Seller  or by any other  act,
          omission,  dealing,  matter  or thing  whatsoever  which  but for this
          provision  might operate to release the Sellers or either of them from
          their   respective   obligations   under   sub-clause   9.8  (Sellers'
          covenants).

9.10      Continuing obligations

          The covenants and  obligations  contained in sub-clause  9.8 (Sellers'
          covenants) are continuing covenants and obligations,  and shall remain
          in full force and effect until all  obligations of the Allottee hereby
          guaranteed  have been  discharged  in full.  It is in  addition to and
          shall  not  prejudice  nor  be  prejudiced  by any  other  obligation,
          indemnity or other security or right against any third party which the
          Purchaser  and/or  CGII  may  have  for  the  due  performance  of the
          obligations concerned.

9.11      Further covenants

          The Sellers  further  covenant with and undertake to the Purchaser and
          CGII  that  so long  as the  Allottee  shall  own or  hold  any  Fixed
          Consideration  Shares,  neither of the  Sellers  shall  sell,  charge,
          pledge or otherwise dispose of any of


                                      -31-
<PAGE>

          their shares in the  Allottee,  or any interest in any of them without
          the prior written consent of the Purchaser and CGII.

9.12      Business

          The Sellers warrant that the companies or businesses under the control
          (directly  or  indirectly)  of the Sellers have been  reorganised  and
          restructured so that the sole business of the Group  immediately prior
          to  the  sale  of  the  Shares  shall  be  the  provision  of  graphic
          communications  services,  digital communications  networking,  offset
          printing,  digital printing and multi-media  services in Hong Kong and
          Singapore respectively.

9.13      Building Order Indemnity

          Notwithstanding  any provisions herein, the Sellers hereby jointly and
          severally  undertake  to the  Purchaser  (for  itself and on behalf of
          Workable HK) to indemnify  the  Purchaser and Workable HK and keep the
          Purchaser  and  Workable  HK full  indemnified  on demand  against any
          losses, costs and expenses the Purchaser and/or Workable HK may suffer
          or incur in  connection  with the Building  Order No.  C/AT/1006/97/HK
          issued by the Building Authority registered under Memorial No. 7405996
          in respect  of  Workshops  1 & 4 on 14th  Floor,  Tak King  Industrial
          Building.

10.       Remedies

10.1      Undertakings to pay

          Subject to  sub-clause  9.6  (Limitation  of  Liability),  the Sellers
          undertake to the  Purchaser  and CGII jointly and  severally  (without
          restricting the rights of each of the Purchaser and CGII or any remedy
          it may have on any basis  available to it if any of the  Warranties is
          breached or untrue or  misleading)  at the  Purchaser's  and/or CGII's
          direction to pay to the Purchaser  and/or CGII on demand the aggregate
          of:

          10.1.1    the full  amount by which the value of any asset or contract
                    of any Group Company or of the Business (including any asset
                    or contract  warranted  to exist which does not exist) is or
                    becomes less than it would have been if the  Warranties  had
                    not been breached or untrue or misleading;

          10.1.2    an amount equal to any other loss or  liability  suffered or
                    incurred  by  the  Purchaser  or  CGII,  any  Group  Company
                    directly or  indirectly  as a result of any  Warranty  being
                    breached or untrue or misleading; and



                                      -32-
<PAGE>

          10.1.3    all costs,  expenses and disbursements  suffered or incurred
                    by the  Purchaser or CGII or any Group  Company  directly or
                    indirectly  as a result of any  Warranty  being  breached or
                    untrue or misleading,

          Provided that any amount so payable shall be increased so as to ensure
          that the net amount  received  by the payee  shall  after  Taxation be
          equal to that which would have been  received had the payment not been
          subject to Taxation.

10.2      General law

          For the  avoidance  of doubt,  the rules of general  law  relating  to
          claims  for  damages  for  breach of  warranty  shall not apply to the
          extent that they might  limit the  calculation  of any amount  payable
          under this clause 10.

11.       Protection of goodwill

11.1      Covenants

          As further  consideration  for the Purchaser  agreeing to purchase the
          Shares on the terms contained in this Agreement and with the intent of
          assuring to the  Purchaser  the full benefit and value of the goodwill
          and connections of the Group and as a constituent  part of the sale of
          the Shares,  the Sellers  undertake  (binding  themselves  and each of
          their  Affiliates)  to the  Purchaser  (contracting  for itself and on
          behalf of CGII,  each Group  Company and for any successor in title to
          the  Shares or to part or all of the  Business)  that  (except  (i) as
          directors or employees of any Group Company or (ii) to the extent that
          the Purchaser has waived its rights in accordance with sub-clause 17.2
          (Specific waivers to be in writing)) neither they nor their Affiliates
          shall  whether  on their own behalf or with or on behalf of any person
          and  whether   directly  or  indirectly  by  any  person  or  business
          controlled by them or any Connected Person:

          11.1.1    during  the  Restricted  Period,  carry  on or be  employed,
                    engaged, concerned, interested or in any way assist within:-

                    (a)       Hong Kong, Macau and Singapore;

                    (b)       China and Taiwan;

                    (c)       Japan;

                    (d)       Korea;

                    (e)       Thailand, Malaysia and Indonesia;

                    (f)       the Philippines;

                    (g)       Australia;

                    (h)       the United States of America and Canada; and



                                      -33-
<PAGE>

                    (i)       other  countries  in the Far East  Pacific  Region
                              (together, the "Region")

                    in any business which may in any way be in competition  with
                    all or any part of the  Business  provided  that  nothing in
                    this sub-clause  11.1.1 shall prevent the Sellers nor any of
                    their  Affiliates from holding for investment  purposes only
                    not more  than  three  per cent of any  class of the  issued
                    share  or loan  capital  of any  company  quoted  on a stock
                    exchange by recognised by the HKSE;

          11.1.2    during  the  Restricted  Period,  carry  on or be  employed,
                    engaged, concerned, interested or in any way assist anywhere
                    in the world  excluding the Region in any business which may
                    in any way be in  competition  with  all or any  part of the
                    Business  provided  that nothing in this  sub-clause  11.1.1
                    shall  prevent  the  Sellers  from  holding  for  investment
                    purposes  only not more than  three per cent of any class of
                    the issued share or loan capital of any company  quoted on a
                    stock exchange by recognised by the HKSE;

          11.1.3    during the Restricted Period,  canvass,  solicit or approach
                    or  cause  to be  canvassed,  solicited  or  approached  (in
                    relation to a business which may in any way compete with all
                    or part of the Business) the custom of any person who at any
                    time during the 12 months  preceding  Completion  shall have
                    been a client or customer of any Group Company;

          11.1.4    during the Restricted Period, interfere or seek to interfere
                    or take such steps as may  interfere  with  supplies  to any
                    Group  Company  from  any  suppliers  who  shall  have  been
                    supplying  goods or services to any Group Company for use in
                    connection  with the  Business at any time during the period
                    of 12 months prior to the date of Completion;

          11.1.5    during the Restricted Period,  offer employment to or employ
                    or offer to conclude any contract of services with employees
                    of any Group Company or procure or facilitate  the making of
                    such an offer by any  person,  firm or  company or entice or
                    endeavour to entice any  employees  of any Group  Company to
                    terminate their employment with such company (whether or not
                    such   termination   will   constitute  a  breach  of  their
                    employment contracts);

          11.1.6    at any time after Completion use as a trade or business name
                    or mark or carry on a business under a title  containing the
                    words

                                      -34-
<PAGE>

                    "Workable",  "Plainduty"  or any  other  word(s)  colourably
                    resembling any such word; or

          11.1.7    at  any  time  after  Completion   disclose  to  any  person
                    whatsoever  or use to the  detriment of any Group Company or
                    otherwise  make use of, or through  any  failure to exercise
                    all due care and diligence cause any unauthorised disclosure
                    or use of, any Commercial  Information which is confidential
                    or in  respect  of which  any Group  Company  is bound by an
                    obligation  of  confidence  to a third  party or  which  the
                    Sellers are  prohibited  under  clause 15  (Confidentiality;
                    announcements)   from  disclosing  without  the  Purchaser's
                    consent.

          Each  undertaking  contained in this sub-clause 11.1 shall be read and
          construed  independently of the other  undertakings and as an entirely
          separate and severable undertaking.

11.2      Restricted Period

          For the purposes of sub-clause 11.1, the Restricted Period shall be:

          11.2.1    in respect of each Seller,  in the event that his employment
                    with  Workable  HK is  terminated  by reason of  Workable HK
                    serving notice on him (otherwise  than a notice to terminate
                    in   circumstances   entitling   Workable  HK  to  terminate
                    summarily):-

                    (a)       from  the   Completion   Date  up  to  the   first
                              anniversary of Completion;

                    (b)       thereafter,   from  the   first   anniversary   of
                              Completion  up  to  the  second   anniversary   of
                              Completion; and

                    (c)       thereafter,   from  the  second   anniversary   of
                              Completion   up  to  the  third   anniversary   of
                              Completion.

          11.2.2    in all other circumstances:-

                    (a)       from  the   Completion   Date  up  to  the   first
                              anniversary of Completion;

                    (b)       thereafter,   from  the   first   anniversary   of
                              Completion  up  to  the  second   anniversary   of
                              Completion;



                                      -35-
<PAGE>

                    (c)       thereafter,   from  the  second   anniversary   of
                              Completion   up  to  the  third   anniversary   of
                              Completion;

                    (d)       thereafter,   from  the   third   anniversary   of
                              Completion  up  to  the  fourth   anniversary   of
                              Completion; and

                    (e)       thereafter,   from  the  fourth   anniversary   of
                              Completion   up  to  the  fifth   anniversary   of
                              Completion.

                    provided that the relevant Seller shall, if he has ceased to
                    be an employee of the Company in the  circumstances  set out
                    in sub-clause  11.2.1 and a period of at least two years has
                    elapsed from Completion, be entitled to seek written consent
                    to  the  Purchaser  to  carry  on or be  employed,  engaged,
                    concerned, interested or in any way assist within the Region
                    in any business which may in any way be in competition  with
                    the Business.

11.3      Severability of covenants

          Whilst the  undertakings in sub-clause 11.1 (Covenants) are considered
          by the  Parties  to be  reasonable  in all the  circumstances  for the
          protection of the legitimate interests of the Purchaser, if any one or
          more  should for any reason be held to be invalid  but would have been
          held to be valid if part of the  wording  were  deleted  or its period
          reduced or the range of  activities  or area  covered by it reduced in
          scope,  the  undertakings  shall apply with the minimum  modifications
          necessary to make them valid and effective.

11.4      Information in the public domain

          The restriction  contained in sub-clause 11.1.7  (Covenants) shall not
          extend to any confidential or secret  information  which may come into
          the public  domain  otherwise  than  through the default of any of the
          Sellers.

12.       Termination

12.1      Purchaser's right to terminate

          The Purchaser is entitled to treat this  Agreement as  terminated  (in
          which case it will be deemed to have been  terminated  on the terms of
          this clause):

          12.1.1    in  accordance  with  sub-clause  6.2  (Sellers'  failure to
                    comply); and

          12.1.2    if,  at any  time up to  Completion,  it  becomes  aware  or
                    concludes that:



                                      -36-
<PAGE>

                    (a)       any  of  the   Warranties  is  or  was  untrue  or
                              misleading  at any time when it is or was given or
                              deemed to be given under this Agreement;

                    (b)       there  has been a breach  of any  Warranty  (as so
                              given or deemed to be given) or of any other  term
                              of this Agreement;

                    (c)       any  Condition  will  not  nor is  unlikely  to be
                              fulfilled  or  waived  by the  date  specified  in
                              sub-clause  4.3 (Time  limit for  satisfaction  of
                              Conditions).

12.2      Accrued liabilities

          On  termination,  the rights and liabilities of the Parties which have
          accrued beforehand shall subsist.

12.3      Rescission

          Notwithstanding  anything  to the  contrary  in  this  Agreement,  the
          Purchaser may by written notice to the Sellers  rescind this Agreement
          ab  initio  in the  circumstances  referred  to in  sub-clause  12.1.2
          (Purchaser's right to terminate).

12.4      Surviving provisions

          This  clause and the  following  provisions  of this  Agreement  shall
          survive termination, without limit of time:

          12.4.1    clause 1 (Definitions and interpretation);

          12.4.2    clause 9 (Warranties and covenants);

          12.4.3    clause 10 (Remedies); and

          12.4.4    clauses  14  (Further   assurance)  to  26  (Process  Agent)
                    inclusive.

13.       Retirement Scheme

          Schedule 9 (Retirement  Scheme) sets out the arrangements  relating to
          the Retirement Scheme and shall have effect as of Completion.

14.       Further assurance



                                      -37-
<PAGE>

          The  Sellers  and the  Allottee  shall,  from  time  to time on  being
          required to do so by the Purchaser, promptly and at their own cost and
          expense do or  procure  the doing of all such acts  and/or  execute or
          procure the execution of all such documents in a form  satisfactory to
          the Purchaser as the Purchaser may reasonably  consider  necessary for
          giving full effect to this Agreement (or to such parts of it as remain
          operative  after  termination)  and securing to the Purchaser and CGII
          the full benefit of the rights, powers and remedies conferred upon the
          Purchaser and CGII in this Agreement.

15.       Confidentiality; announcements

15.1      Prohibition on disclosure

          The Sellers and the Allottee  undertake  with the  Purchaser and CGII,
          and each of the Purchaser and CGII undertakes with the Sellers and the
          Allottee,  to keep confidential  (except as expressly provided in this
          Agreement)  at all  times  after the date of this  Agreement,  and not
          directly or indirectly reveal, report,  publish,  disclose or transfer
          or use for  his or its own or any  other  purposes,  any  confidential
          information  received  or  obtained  as a result of  entering  into or
          performing, or supplied by or on behalf of a Party in the negotiations
          leading to, this Agreement and which relates to:

          15.1.1    the negotiations relating to this Agreement;

          15.1.2    the subject matter and/or provisions of this Agreement; or

          15.1.3    (in the Sellers'  and/or the Allottee's  case) the Purchaser
                    and/or  CGII or (in the  Purchaser's  or  CGII's  case)  the
                    Sellers and/or the Allottee.

15.2      Permitted disclosures

          The  prohibition in sub-clause 15.1  (Prohibition on disclosure)  does
          not apply if:

          15.2.1    the  information  was in the  public  domain  before  it was
                    furnished to the relevant  Party or, after it was  furnished
                    to that Party, entered the public domain otherwise than as a
                    result of (i) a breach by that Party of this  clause or (ii)
                    a breach of a confidentiality  obligation by the disclosure,
                    where the breach was known to that Party;

          15.2.2    disclosure is necessary in order:

                    (a)       to comply with Regulatory Requirements or



                                      -38-
<PAGE>

                    (b)       to obtain tax or other clearances or consents from
                              the  Inland  Revenue  or other  relevant  Taxation
                              Authority; or

          15.2.3    disclosure  is  made  to  such  of  the  Party's  employees,
                    directors,  agents, consultants and professional advisers as
                    are  involved  in  the  transactions  contemplated  by  this
                    Agreement  and is  restricted  to matters  necessary for the
                    proper  performance  of their duties or services in relation
                    to those  transactions  provided  that any such  information
                    disclosable pursuant to sub-clause 15.2.2 shall be disclosed
                    only to the extent required by Regulatory  Requirements  and
                    (unless  such   consultation  is  prohibited  by  Regulatory
                    Requirements)  only after consultation with the Purchaser or
                    the Sellers (as the case may be).

15.3      Announcements

          Nothing in this clause 15 shall prohibit:

          15.3.1    the joint release by the Parties of an  announcement  in the
                    agreed form; or

          15.3.2    the release of any  announcement  required by any applicable
                    Regulatory   Requirements   (provided   that,   unless  such
                    consultation is prohibited by Regulatory  Requirements),  it
                    is made only after  consultation  with the  Purchaser or the
                    Sellers (as the case may be).

16.       Assignment

16.1      Assignment by Purchaser and CGII

          Each of the  Purchaser and CGII is permitted to assign the benefit of,
          and any of its  rights  under,  this  Agreement  (including  under the
          Warranties)  together  with any cause of action  arising in connection
          with any of them to its successor in title,  or to any purchaser  from
          it or to any of its Affiliates.

16.2      No assignment by Sellers

          None of the Sellers nor the Allottee may assign the benefit of, or any
          of their  respective  rights under,  this  Agreement  except as may be
          permitted by each of the Purchaser's or CGII's prior written consent.

16.3      Successors in title



                                      -39-
<PAGE>

          This Agreement  shall be binding upon and enure for the benefit of the
          personal representatives and permitted assigns and successors in title
          of  each  of the  Parties  and  references  to the  Parties  shall  be
          construed accordingly.

17.       Waiver; variation; invalidity

17.1      No waiver by omission, delay or partial exercise

          No right,  power or remedy  provided  by law or under  this  Agreement
          shall be waived, impaired or precluded by:

          17.1.1    any delay or omission to exercise it; or

          17.1.2    any single or partial exercise of it on an earlier occasion;
                    or

          17.1.3    the exercise of any other such right, power or remedy; or

          17.1.4    any  delay,  omission  to  exercise  or  single  or  partial
                    exercise of any other such right, power or remedy.

17.2      Specific waivers to be in writing

          Any waiver of any right,  power or remedy under this Agreement must be
          in writing and may be given subject to any  conditions  thought fit by
          the  grantor.  No waiver  will take  effect if the person  seeking the
          waiver has failed to disclose to the grantor  every  material  fact or
          circumstance  which (so far as the person seeking the waiver is aware)
          has a  bearing  on its  subject  matter.  Unless  otherwise  expressly
          stated,  any waiver shall be  effective  only in the instance and only
          for the purpose for which it is given.

17.3      Variations to be in writing

          No variation  to this  Agreement  shall be of any effect  unless it is
          agreed in writing and signed by or on behalf of each Party.

17.4      Invalidity

          Each of the  provisions of this  Agreement is  severable.  If any such
          provision  is or  becomes  illegal,  invalid or  unenforceable  in any
          respect under the law of any jurisdiction:

          17.4.1    that shall not affect or impair the  legality,  validity  or
                    enforceability   in  that   jurisdiction  of  the  remaining
                    provisions of this Agreement; and



                                      -40-
<PAGE>

          17.4.2    the Parties will use  reasonable  endeavours to negotiate in
                    good  faith  with a view to  replacing  it with  one or more
                    provisions  satisfactory to any relevant Competent Authority
                    but  differing  from the  replaced  provision  as  little as
                    possible.

18.       Joint and several

18.1      Sellers' obligations

          The  obligations  of the  Sellers  under this  Agreement  (whether  of
          themselves or in respect of the  Allottee) are joint and several,  and
          any  reference  to the Sellers  (including  any  reference  to them as
          Parties) shall include each of them severally.

18.2      Illegality etc

          If any  liability to the Purchaser  under this  Agreement or under the
          Tax Deed (when executed):

          18.2.1    is or becomes illegal,  invalid or unenforceable in relation
                    to any Seller in any respect; or

          18.2.2    is in whole or in part  released,  compounded or compromised
                    by the Purchaser or, as the case may be, CGII as regards any
                    of the Sellers or the Allottee,  or the Purchaser or, as the
                    case may be, CGII gives him or it any time or  indulgence in
                    relation to it

          that shall not in any way prejudice or affect the  Purchaser's  or, as
          the case may be,  CGII's  rights  against  any  other or others of the
          Sellers under the same or like liability,  whether joint or several or
          otherwise.

19.       Costs and expenses

19.1      Payment of costs and stamp duty

          19.1.1    Except as  otherwise  stated in this  Agreement,  each Party
                    shall bear its own costs and expenses  (including  the stamp
                    duty  payable in relation to the sale and  purchaser  of the
                    Shares)  in  relation  to  the   negotiation,   preparation,
                    execution and carrying into effect of this Agreement and all
                    other   agreements   forming   part   of  the   transactions
                    contemplated by this Agreement.



                                      -41-
<PAGE>

          19.1.2    The Sellers and the Allottee will on demand  reimburse  each
                    of the  Purchaser  and  CGII  for  any  costs  and  expenses
                    incurred in  connection  with the  granting of any waiver or
                    consent by the  Purchaser  or, as the case may be, CGII,  or
                    with any variation,  amendment, extension or modification of
                    the Agreement requested by any Seller or the Allottee.

19.2      Unauthorised or invalid documents

          19.2.1    The Sellers and the  Allottee  shall  indemnify  each of the
                    Purchaser  and CGII and keep each of the  Purchaser and CGII
                    indemnified  on demand  against any Losses and Expenses they
                    may suffer or incur as a result of any document delivered to
                    them pursuant to clause 6 (Completion)  being  unauthorised,
                    invalid or for any other reason ineffective for its purpose.

          19.2.2    Each of the Purchaser  and CGII shall  indemnify the Sellers
                    and the  Allottee  and keep  the  Sellers  and the  Allottee
                    indemnified  on demand against any Losses and Expenses which
                    they  may  suffer  or  incur  as a  result  of any  document
                    delivered to them  pursuant to clause 6  (Completion)  being
                    unauthorised,  invalid or for any other  reason  ineffective
                    for its purpose.

19.3      If the Purchaser terminates

          If the  Purchaser  elects to treat this  Agreement  as  terminated  in
          accordance with clause 12 (Termination) (other than for non-fulfilment
          of any of the  Conditions  stated in  sub-clauses  4.1  (Conditions to
          Completion)),  the Sellers and the Allottee shall on demand  indemnify
          each of the Purchaser and CGII and keep each of the Purchaser and CGII
          indemnified  against all Losses and  Expenses  suffered or incurred by
          them in:

          19.3.1    investigating the affairs of the Group; and

          19.3.2    negotiating,   preparing,   executing   and  carrying   this
                    Agreement  into  effect,   and  the  other   agreements  and
                    arrangements  forming part of the transactions  contemplated
                    by this Agreement.

19.4      Companies to pay no costs

          For the avoidance of doubt,  none of the member of the Group shall pay
          any legal or other  professional  charges and  expenses in  connection
          with any

                                      -42-
<PAGE>

          investigation  of  the  affairs  of  the  Group  or  the  negotiation,
          preparation, execution and carrying into effect of this Agreement.


20.       Payments

20.1      No deduction etc

          Except as otherwise expressly provided in this Agreement, all payments
          to be made  under this  Agreement  shall be made in full  without  any
          set-off or  counterclaim  and free from any  deduction or  withholding
          except as may be  required by law (in which  event such  deduction  or
          withholding  shall not exceed the minimum  amount  required by law and
          the payer will  simultaneously  pay to the payee  whatever  additional
          amount is  required  for the net amount  received  to equal what would
          have  been  received  if no such  deduction  or  withholding  had been
          required).

20.2      Payments to Sellers' Solicitors

          Where  this  Agreement  provides  for  any  payment  to be made to the
          Sellers'   Solicitors  (whether  or  not  the  manner  of  payment  is
          specified)  in each case the Sellers  and/or the Allottee  irrevocably
          authorise  and instruct  each of the  Purchaser  and CGII to make that
          payment  to  the  Sellers'  Solicitors,  whose  receipt  shall  be  an
          effective discharge of the Purchaser's,  or as the case may be, CGII's
          obligation to pay the amount concerned. Neither the Purchaser nor CGII
          shall be concerned to see to the  application or be answerable for the
          loss or misapplication of any such amount.

21.       Entire agreement

21.1      This Agreement

          In this clause,  references to this  Agreement  include the Disclosure
          Letter and all other written  agreements and arrangements  between the
          Parties which are expressed to be  supplemental  to this  Agreement or
          which this Agreement expressly preserves or requires to be executed.

21.2      Entire agreement

          This   Agreement   constitutes   the  whole  and  only  agreement  and
          understanding  between the parties in relation to its subject  matter.
          Except  as  provided  in  sub-clause   21.4   (Fraud),   all  previous
          agreements, understandings, undertakings,


                                      -43-
<PAGE>

          representations,  warranties and arrangements of any nature whatsoever
          between  the  Parties or any of them with any  bearing on the  subject
          matter of this  Agreement are  superseded  and  extinguished  (and all
          rights and liabilities  arising by reason of them,  whether accrued or
          not at the date of this  Agreement,  are cancelled) to the extent that
          they have such a bearing.

21.3      Other remedies

          The  rights,  powers  and  remedies  provided  in  this  Agreement  or
          expressly  referred to in it are independent and cumulative and do not
          exclude any rights,  powers or remedies (express or implied) which are
          available as a matter of common law, statute, custom or otherwise.

21.4      Fraud

          Nothing in this Agreement  shall be read or construed as excluding any
          liability or remedy in respect of fraud.

22.       Counterparts

          This  Agreement may be executed in any number of  counterparts  and by
          the Parties on different  counterparts.  Each  counterpart  (including
          facsimile copy) shall constitute an original of this Agreement but all
          the counterparts shall together constitute one and the same Agreement.

23.       Time of the essence

          Time shall be of the  essence of this  Agreement  as regards any time,
          date or period  mentioned in it. If any such time,  date or period (or
          variation of any of them) is varied,  such varied time, date or period
          shall be of the essence.

24.       Notices

24.1      Form of notices

          Any   communication  to  be  given  in  connection  with  the  matters
          contemplated by this Agreement  shall except where expressly  provided
          otherwise  be in writing and shall either be delivered by hand or sent
          by first class  pre-paid post or facsimile  transmission.  Delivery by
          courier shall be regarded as delivery by hand.

24.2      Address and facsimile



                                      -44-
<PAGE>

          Such communication  shall be sent to the address of the relevant Party
          referred to in this Agreement or the facsimile number set out below or
          to such other address or facsimile  number as may previously have been
          communicated to the sending Party in accordance with this clause. Each
          communication  shall  be  marked  for the  attention  of the  relevant
          person.

          To Lam Hok Ling at Flat A,  20th  Floor,  Eden  Garden,  9-11 Lok Fung
          Path,   Shatin,   New   Territories,   Hong  Kong  (Facsimile   number
          852-2866-7505).

          To Tung Hok Ki at 24H,  Han Kung  Mansion,  Taikoo  Shing,  Hong  Kong
          (Facsimile number 852-2515-9436).

          To Hacienda  Resources Limited at 17th Floor,  Standard Chartered Bank
          Building,  4 Des Voeux  Road,  Central,  Hong Kong  (Facsimile  number
          852-2801-4148).

          To Cunningham Graphics International, S.A. at 629 Grove Street, Jersey
          City,  State  of New  Jersey  07310,  the  United  States  of  America
          (Facsimile   number   201-792-6981)   for  the   attention  of  Mr  LJ
          Baillargeon.

          To Cunningham Graphics International, Inc. at 629 Grove Street, Jersey
          City,  State  of New  Jersey  07310,  the  United  States  of  America
          (Facsimile   number   201-792-6981)   for  the   attention  of  Mr  LJ
          Baillargeon.

24.3      Deemed time of service

          A communication shall be deemed to have been served:

          24.3.1    if  delivered  by  hand  at  the  address   referred  to  in
                    sub-clause  24.2  (Address  and  facsimile)  at the  time of
                    delivery;

          24.3.2    if sent by first class pre-paid post to the address referred
                    to in that  sub-clause,  at the expiration of two clear days
                    after the time of posting; and

          24.3.3    if sent  by  facsimile  to the  number  referred  to in that
                    sub-clause, at the time of completion of transmission by the
                    sender.

          If a  communication  would  otherwise be deemed to have been delivered
          outside  normal  business  hours  (being  9:30 a.m.  to 5:30 p.m. on a
          Business Day) in the time zone of the territory of the recipient under
          the preceding  provisions  of this clause,  it shall be deemed to have
          been  delivered at the next opening of such normal  business  hours in
          the territory of the recipient.



                                      -45-
<PAGE>

24.4      Proof of service

          In proving  service of the  communication,  it shall be  sufficient to
          show that  delivery by hand was made or that the  envelope  containing
          the communication  was properly  addressed and posted as a first class
          pre-paid   letter  or  that  the  facsimile  was   despatched   and  a
          confirmatory transmission report received.

24.5      Change of details

          A Party may notify the other Parties of a change to its name, relevant
          person,  address or facsimile  number for the  purposes of  sub-clause
          24.2 (Address and  facsimile)  provided that such  notification  shall
          only be effective on:

          24.5.1    the date specified in the  notification as the date on which
                    the change is to take place; or

          24.5.2    if no date is specified  or the date  specified is less than
                    five clear  Business  Days after the date on which notice is
                    deemed to have been  served,  the date  falling  five  clear
                    Business  Days after  notice of any such change is deemed to
                    have been given.

24.6      Non-applicability to Proceedings

          For the avoidance of doubt,  the Parties agree that the  provisions of
          this  clause  shall not apply in  relation to the service of any writ,
          summons,   order,  judgment  or  other  document  relating  to  or  in
          connection with any Proceedings.

25.       Governing law and jurisdiction

25.1      Hong Kong law

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

25.2      Hong Kong Courts

          The Parties  irrevocably  agree that, for the exclusive benefit of the
          Purchaser,   the  courts  of  Hong  Kong   shall  have   non-exclusive
          jurisdiction  to  settle  any  dispute  which  may  arise out of or in
          connection  with this Agreement and that  accordingly  any Proceedings
          may be brought in such courts.

26.       Process Agent

26.1      CGII and the Purchaser



                                      -46-
<PAGE>

          Without  prejudice to the rights of the other parties hereto to employ
          any method of service  permitted by law, the Purchaser and CGII hereby
          irrevocably  appoint the  Purchaser's  Solicitors of 5th Floor,  Tower
          One, Lippo Centre,  89 Queensway,  Hong Kong as their authorised agent
          for the purpose of accepting service of process in any suit, action or
          proceedings  arising out of or in  connection  with this  Agreement in
          Hong Kong. If for any reason that person (or its  successor) no longer
          serves as agent of the  Purchaser  and/or CGII for this  purpose,  the
          Purchaser  and/or CGII (as the case may be) shall  promptly  appoint a
          successor agent and notify the other parties hereto. The Purchaser and
          CGII  respectively   agree  that  any  such  legal  process  shall  be
          sufficiently  served on it if  delivered  to such agent for service at
          its address for the time being in Hong Kong  whether or not such agent
          gives notice thereof to the Purchaser and/or CGII.

26.2      The Allottee

          Without  prejudice to the rights of the other parties hereto to employ
          any  method  of  service   permitted  by  law,  the  Allottee   hereby
          irrevocably  appoints the Sellers' Solicitors of 17th Floor,  Standard
          Chartered Bank Building,  4 Des Voeux Road, Central,  Hong Kong as its
          authorised  agent for the purpose of  accepting  service of process in
          any suit,  action or proceedings  arising out of or in connection with
          this  Agreement  in Hong Kong.  If for any reason  that person (or its
          successor) no longer serves as agent of the Allottee for this purpose,
          the Allottee shall promptly  appoint a successor  agent and notify the
          other parties hereto. The Allottee  respectively  agrees that any such
          legal process shall be sufficiently  served on it if delivered to such
          agent  for  service  at its  address  for the time  being in Hong Kong
          whether or not such agent gives notice thereof to the Allottee.

AS WITNESS the hands of the Parties or their duly authorised  representatives on
the date first appearing at the head of this Agreement.


                                      -47-
<PAGE>

                                   Schedule 1
                             Details of the Sellers

                                                                   (4)
(1)               (2)                    (3)                       Proportion of
Name              the Shares             Number of Shares Held     Consideration
- ----              ----------             ---------------------     -------------
Lam Hok Ling      Workable Shares        49,500                    50%
Tung Hok Ki       Workable Shares        49,500                    50%
Lam Hok Ling      Plainduty Shares       30,000
Tung Hok Ki       Plainduty Shares       30,000



                                      -48-
<PAGE>


                                   Schedule 2

                              Details of the Group
                                     Part 1
                            Details of the Companies


Name:                        Workable Company Limited
Date of incorporation:       18 March 1988
Place of incorporation:      Hong Kong
Registered office:           Unit 1, 1st Floor, Tak King Industrial Building,
                             27 Lee Chung Street, Chai Wan, Hong Kong
Share capital:               Authorised: 100,000 ordinary shares of HK$1 each
                             Issued: 99,000 ordinary shares of HK$1 each
Shareholders:                Lam Hok Ling (49,500 ordinary shares)
                             Tung Hok Ki (49,500 ordinary shares)
Directors:                   Lam Hok Ling
                             Tung Hok Ki
Secretary:                   Tung Hok Ki




Name:                        Plainduty Limited
Date of incorporation:       4 December 1987
Place of incorporation:      Hong Kong
Registered office:           Unit 1, 1st Floor, Tak King Industrial Building
                             27 Lee Chung Street, Chai Wan, Hong Kong
Share capital:               Authorised: 100,000 ordinary shares of HK$1 each
                             Issued: 100,000 ordinary shares of HK$1 each
Shareholders:                Workable Company Limited (40,000 ordinary shares)
                             Lam Hok Ling (30,000 ordinary shares)
                             Tung Hok Li (30,000 ordinary shares)
Directors:                   Lam Hok Ling
                             Tung Hok Ki
Secretary:                   Tung Hok Ki


                                      -49-
<PAGE>


                                     Part 2

                            Details of the Subsidiary




Name:                        Workable Printing (Singapore) Pte Limited
Date of registration:        14 May 1998
Place of incorporation:      Singapore
Registered office address:   9 Harrison Road, #05-01 Harrison Industrial
                             Building, Singapore 369651
Share capital:               Authorised: 100,000 ordinary shares of S$1 each
                             Issued: 100,000 ordinary shares of S$1 each
Shareholders:                Workable Company Limited (100,000 ordinary shares)
Directors:                   Lam Hok Ling
                             Tung Hok Ki
                             Chang Mei Sheung
Secretary:                   Cheo Meng Choo
Auditor:                     Leong Kin Weng & Co


                                      -50-
<PAGE>

                                   Schedule 3

                              Properties and Leases

                                     Part 1
                           HK Properties and HK Leases


Property:           Workshops  1 & 2 on  17th  Floor,  Workshops  1 & 2 on  14th
                    Floor,  Workshop 1 on 2nd Floor & the Flat Roof and  Private
                    Car  Park  no.  18 on  the  Upper  Ground  Floor,  Tak  King
                    Industrial Building, No. 27 Lee Chung Street, Chai Wan, Hong
                    Kong.

Tenant: Workable Company Ltd.
Date of the Tenancy Agreement: 13 January 1999
Term of tenancy:  Three years
Commencement date of tenancy: 13 January 1999
Landlord: Splendour Chief Development Limited
Current monthly rent: HK$167,000 (HK$8.3 per square feet)
Deposit: HK$501,000
Option to renew term: For a further term of 3 years
Rent review: Rent for new term to be determined by valuer if not agreed
Permitted use: Industrial ancillary office and warehouse purpose




Property:           Workshop  1 on 1st  Floor & the Flat Roof and Lorry Car Park
                    no. 4 on Upper Ground Floor,  Tak King Industrial  Building,
                    No. 27 Lee Chung Street, Chai Wan, Hong Kong.

Tenant: Workable Company Ltd.
Date of the Tenancy Agreement: 13 January 1999
Term of tenancy: Three years
Commencement date of tenancy: 13 January 1999
Landlord: Many Best Development Limited
Current monthly rent: HK$59,440 (HK$8.3 per square feet)
Deposit: HK$178,320
Option to renew term: For a further term of 3 years
Rent review: Rent for the new term to be determined by valuer if not agreed
Permitted use: Industrial and ancillary offices and warehouse purpose



                                      -51-
<PAGE>

                                     Part 2
                     Singapore Property and Singapore Lease


Property:          No. 9 Harrison Road,  #05-01 Harrison  Industrial  Building,
                   Singapore 369651

Tenant:            Workable Printing (Singapore) Pte. Ltd.

Date of Tenancy
Agreement:         28 May 1998

Term of Tenancy:   Two years

Commencement
date of Tenancy:   1 September 1998

Landlord:          SPP Properties Pte. Ltd.

Current Monthly
Rent:              S$8,531.60 (S$11.40 per sq. ft) (inclusive of service charge)

Deposit:           S$25,594.80

Rent Free Period:  One month from commencement date

Option to Renew
Term:              For a further period of two years

Rent Review:       Rent for the new term to be determined by the landlord

Permitted use:     Industrial purpose


                                      -52-
<PAGE>

                                   Schedule 4

                     Conduct of Business Pending Completion

Subject  to  sub-clause  4.1  (Conditions  to  Completion),  in the period up to
Completion, none of the following are to be done, suffered,  permitted or agreed
to be done by or in  relation  to each  Group  Company  except  as  provided  in
sub-clause 5.3 (Conduct of Business pending Completion):

1.        any disposal of or removal from any of the  Properties of any material
          asset used or required for the operation of any aspect of the Business
          (otherwise  than in the ordinary  course of trading) or entry into any
          unusual or onerous transaction or any transaction (including by way of
          finance  lease)  not in the  ordinary  course  of  trading.  For these
          purposes, without limitation, the incurring of any capital expenditure
          in excess  of  HK$10,000,  whether  on any  individual  item or in the
          aggregate, will in all cases be considered outside the ordinary course
          of trading;

2.        the disposal of any person,  reorganisation,  change or discontinuance
          of any material part of its business;

3.        any failure to settle in accordance with its normal payment procedures
          and  timescales  any  debts it  incurs  in the  normal  course  of its
          business;

4.        any failure to maintain in force  policies of insurance with limits of
          indemnity at least equal to, and otherwise on terms no less favourable
          than, the policies of insurance  maintained by it  immediately  before
          exchange of this Agreement;

5.        any entry into, modification or termination of any material contract;

6.        borrowing  of  any  money  (except  by way of  bank  overdraft  in the
          ordinary course of business and within limits  subsisting  immediately
          before the exchange of this Agreement);

7.        the creation, allotment, issue, repurchase, redemption or cancellation
          of any shares or other securities;

8.        any change to the accounting  procedures or principles by reference to
          which its accounts are drawn up, or its accounting  reference date, or
          its residence for Taxation purposes;

9.        in relation to employees and other appointments:



                                      -53-
<PAGE>

          (a)       any  appointment  or  employment  of any  new  employees  or
                    consultants at an annual salary or rate of  remuneration  in
                    excess of HK$200,000;

          (b)       any  material  alteration  of the  terms and  conditions  of
                    employment (including benefits) of any of its employees, nor
                    the dismissal of any of its employees without proper cause;

          (c)       any inducing or  endeavouring  to induce (or  suffering  any
                    Seller  to  induce  or  endeavour  to  induce)  any of  such
                    employees to terminate their employment.

10.       the passing of any resolution by any of its  shareholders or any class
          of its shareholders;

11.       any  declaration,  making or payment of any  dividend,  bonus or other
          distribution of capital or income;

12.       the creation of any Encumbrance over its assets,  undertaking or share
          capital;

13.       the giving of any  guarantees or  indemnities  in respect of any third
          party;

14.       the   institution,   settlement  or  agreement  to  settle  any  legal
          proceedings relating to the Business,  save for debt collection in the
          ordinary course of business;

15.       the granting or  modification  or agreement to terminate any rights or
          entry  into  any  agreement  relating  to  Intellectual   Property  or
          otherwise the suffering of any of its rights  relating to Intellectual
          Property to lapse;

16.       the entry into or the  modification  of any subsisting  agreement with
          any Trade Union.


                                      -54-
<PAGE>

                                   Schedule 5

                             Completion Obligations

1.        Sellers' Completion obligations

          The Sellers will be obliged to deliver to the  Purchaser (or otherwise
          make available to the satisfaction of the Purchaser):

          (a)       evidence  reasonably  satisfactory  to the  Purchaser of the
                    fulfilment  of the  Conditions  set  out in  sub-clause  4.1
                    (Conditions to Completion);

          (b)       transfers  of the Shares  duly  executed  by the  registered
                    holders in favour of the  Purchaser  and/or  its  nominee(s)
                    together with the relevant share  certificates  in the names
                    of such registered holders;

          (c)       certificates  in respect of all issued shares in the capital
                    of the Subsidiary;

          (d)       such waivers,  consents or other  documents  (including  any
                    power of attorney  under which any  document  required to be
                    delivered  under this  Schedule  has been  executed)  in the
                    agreed form as are required to enable the  Purchaser and its
                    nominee(s) to be registered as the holders of the Shares;

          (e)       the statutory  registers and minute books (properly  written
                    up to the time immediately prior to Completion),  the common
                    seal (if any),  the  certificate  of  incorporation  and (if
                    applicable)  any certificate of  incorporation  on change of
                    name of each Group Company;

          (f)       the Tax Deed duly executed as a deed by the Sellers;

          (g)       written  confirmations in the form approved by the Purchaser
                    from the  respective  mortgagee of the following  charges or
                    mortgages that all  indebtedness and sums under such charges
                    or mortgages  have been paid and  satisfied in full together
                    with  written  undertakings  in  form  satisfactory  to  the
                    Purchaser  that they will  execute the  relevant  receipt on
                    discharge   or  deed   of   release   (together   "Discharge
                    Documents")   and  memorandum  of   satisfaction   (together
                    "Memorandum   of   Satisfaction")   within   14  days   from
                    Completion:   Legal  Charge/Mortgage  Memorial  Nos.6910110,
                    6901514, 6931342 and 7071027



                                      -55-
<PAGE>

          (h)       copy of the deed of assignment  duly  certified by a firm of
                    solicitors  in  respect of each of the  Transfer  Properties
                    (together   "Transfer   Documents")  duly  executed  by  the
                    respective vendor and buyer;

          (i)       the HK Leases duly executed by the respective landlords;

          (j)       duly and fully stamped transfer  documents in respect of the
                    transfer of all issued  shares  (100,000)  in the capital of
                    Workable  Singapore from the Sellers to Workable HK together
                    with share  certificate(s)  and extract from the register of
                    members of Workable  Singapore  showing that  Workable HK is
                    the registered holder of all such shares;

          (k)       Forms  W-8  completed  and  signed  by each of the  Sellers,
                    together with all additional  documentation  required of the
                    Sellers under the terms of the mandate;

          (l)       each of the Sellers and the Allottee providing a certificate
                    containing the representations  and warranties  specified in
                    Schedule 10;

          (m)       irrevocable  powers of attorney in the agreed form  executed
                    by  each of the  holders  of the  Shares  in  favour  of the
                    Purchaser  and/or its  nominee(s) to enable the  beneficiary
                    (pending  registration  of the  transfers  of the Shares) to
                    exercise all voting and other rights attaching to the Shares
                    and to appoint proxies for this purpose;

          (n)       the Escrow  Agreement  duly  signed by the  Sellers  and the
                    Allottee;

          (o)       stock power in relation to the Retained Shares duly executed
                    in blank on behalf of the Allottee and notarised;

          (p)       the Service  Agreements duly signed by the respective Seller
                    and Workable HK;

          (q)       a solicitors'  undertaking  from the Sellers'  Solicitors in
                    the form  approved by the  Purchaser  that they will deliver
                    the  following  documents to the  Purchaser  within the time
                    limit set out in the said undertaking:

                    (i)       the Transfer Documents;

                    (ii)      the Discharge Documents;

                    (iii)     the Memorandum of Satisfaction; and

                    (iv)      the HK Leases



                                      -56-
<PAGE>

          and to cause a board  meeting of each of the Group  Company to be held
          at which:

                    (i)       in the case of the Companies  only,  the transfers
                              of the Shares  will be approved  for  registration
                              (subject to their being duly stamped);

                    (ii)      all persons  nominated  by the  Purchaser  (in the
                              case of  directors  subject to any maximum  number
                              imposed by the relevant  articles of  association)
                              will  be  appointed   additional   directors   and
                              appointed secretaries;

                    (iii)     the  accounting  reference date will be changed to
                              31 December; and

          and to cause a  shareholders'  meeting of each of the Group Company to
          be held which the relevant  provisions of the  respective  articles of
          association be amended so that:

                    (i)       in the case of Workable HK and Plainduty only, the
                              quorum  for any board  meeting  shall be any three
                              directors  and the quorum for any general  meeting
                              shall be any two members; and

                    (ii)      in the case of Workable Singapore only, the quorum
                              for any board meeting shall be any four directors.

2.        Purchaser's and CGII's Completion obligations

          The Purchaser's and, as the case may be, CGII's obligations (which are
          subject  to  the  Sellers   complying  with  their  obligations  under
          paragraph 1) are to:

          (a)       (in the case of CGII)  deliver to the  Sellers a copy of the
                    letter of CGII to its stock transfer agent  authorising  the
                    issuance of the Fixed Consideration Shares;

          (b)       (in the case of CGII)  hold a board  meeting  at which  this
                    Agreement and the transactions contemplated herein including
                    the allotment of the Fixed Consideration Shares, credited as
                    fully paid, to the Allottee  according to  sub-clause  3.2.1
                    (Satisfaction of Fixed Consideration) are approved;

          (c)       (in the case of the  Purchaser)  deliver  to the  Sellers in
                    Hong Kong dollars  through  CHATS the Cash Payment (less the
                    Retained  Cash  Payment)  aggregating  HK$46,044,010  (being
                    HK$23,022,005 to Lam Hok Ling at


                                      -57-
<PAGE>

                    his  account,  No.  110-329018-833,  with The  Hongkong  and
                    Shanghai Banking  Corporation  Limited and  HK$23,022,005 to
                    Tung Hok Ki at his account No. 21-200-4848-9, with Wing Lung
                    Bank Limited);

          (d)       (in the case of the  Purchaser)  deliver to the  Sellers the
                    Tax Deed duly executed by the Purchaser;

          (e)       (in  the  case  of the  Purchaser)  deliver  to the  Sellers
                    evidence  of  the  deposit  with  the  Escrow  Agent  of the
                    Retained Cash Payment; and

          (f)       deliver to the Sellers a counterpart of the Escrow Agreement
                    duly signed by the Purchaser and CGII.


                                      -58-
<PAGE>

                                   Schedule 6

              Basis for preparation of the Completion Balance Sheet

1.        General requirements

          Subject to the  provisions of paragraphs 2 to 3 below,  the Completion
          Balance Sheet shall be prepared,  in accordance  with SSAP and (to the
          extent that it is consistent with SSAP) on a basis consistent with the
          Accounts. Paragraph 2 shall have priority over paragraph 3.

2.        Completion Balance Sheet

          Unless already taken into account,  the following  principles shall be
          observed in drawing up the Completion Balance Sheet:

          2.1       sums  receivable in respect of debtors shall not be included
                    at  sums  higher  than  the  amounts   collectable,   making
                    appropriate provision for doubtful debts;

          2.2       stocks and work-in-progress  shall be valued at the lower of
                    cost and net realisable value;

          2.3       liabilities  shall include accruals at the close of business
                    on the Completion Date;

          2.4       no value  shall be  attributable  to  goodwill  or any other
                    intangible asset;

          2.5       immovable  property and other fixed assets shall be included
                    at their net book value as at the Balance  Sheet Date (or at
                    cost  if  purchased  after  the  Balance  Sheet  Date)  less
                    depreciation on cost at the following rates:

                    2.5.1     plant and machinery           30% per annum;

                    2.5.2     fixtures and fittings         20% per annum;

                    2.5.3     motor vehicles                30% per annum; and

                    2.5.4     computer software             30% per annum;

          2.6       full  provision  shall be made for all  Taxation,  including
                    deferred Taxation.



                                      -59-
<PAGE>

3.        True and fair view

          The  Completion  Balance  Sheet shall show a true and fair view of the
          state  of  affairs  of the  Group  at the  close  of  business  on the
          Completion Date.

4.        Changes in SSAP

          Unless  otherwise  taken into account in accordance with the preceding
          provisions of this  schedule,  the  Completion  Balance Sheet shall be
          prepared  without  regard to any  changes  in SSAP as  applied  in the
          preparation of the Accounts.


                                      -60-
<PAGE>

                                   Schedule 7

                                   Warranties

(Under sub-clause 1.12, references to the Companies shall be deemed to include a
corresponding  reference  to the  Group and each  Group  Company  severally  and
references to the Accounts are to those of the Companies or the  Subsidiary,  as
the case may be.)

                                     Part 1
                               General warranties

1.        Preliminary

1.1       Information

          1.1.1     The  facts  set out in the  Recitals  and  Schedules  1 to 4
                    (inclusive) and all information  contained in the Disclosure
                    Documents are complete,  true,  accurate and not  misleading
                    and all  information  which has been given to the  Purchaser
                    or,  as the  case  may be,  CGII or its  representatives  or
                    professional  advisers  by the  Sellers or by any  director,
                    officer or other  official of any Group  Company or by their
                    respective  professional  advisers  or other  agents  in the
                    course of the  negotiations  leading to this  Agreement  was
                    when given and is now  complete,  true and  accurate  in all
                    respects and not misleading. Insofar as any such information
                    amounts to a forecast or an expression of opinion, intention
                    or expectation, such information is fair and honest and made
                    on reasonable grounds.

          1.1.2     There is no fact or  matter  which  has not  been  disclosed
                    which  renders any such  information  untrue,  inaccurate or
                    misleading.

          1.1.3     The  information  disclosed to the Purchaser or, as the case
                    may be, CGII or its representatives or professional advisers
                    of the Purchaser or, as the case may be, CGII by the Sellers
                    and the directors,  officers or other officials of any Group
                    Company regarding the current financial and trading position
                    and prospects of the Group comprises all  information  which
                    is material for the  reasonable  assessment of the financial
                    and trading prospects of the Group.

          1.1.4     No  representation  or  warranty  of  the  Sellers  in  this
                    Agreement and no statement in the Disclosure Letter omits to
                    state a  material  fact  necessary  to make  the  statements
                    herein or therein,  in light of the  circumstances  in which
                    they are made, not misleading.



                                      -61-
<PAGE>

1.2       Power to contract

1.2.1     The Sellers

          Each Seller has full power to enter into and perform  this  Agreement,
          the  Service  Agreements,  the  Escrow  Agreement  and  the  Tax  Deed
          respectively  and these agreements and the Tax Deed when executed will
          constitute binding obligations on each Seller in accordance with their
          terms.

1.2.2     The Allottee

          The Allottee  has full power to enter into and perform this  Agreement
          and the  Escrow  Agreement  respectively  and this  Agreement  and the
          Escrow Agreement when executed will constitute binding  obligations on
          the Allottee in accordance with their terms.

2.        The Group

2.1       Memorandum and articles of association

          The copy of the  memorandum  and articles of association of each Group
          Company which has been produced to the Purchaser's  Solicitors is true
          and complete in all respects and has embodied in it or annexed to it a
          copy of every such  resolution  and  agreement  as is  referred  to in
          section  117 of the  Ordinance.  Each Group  Company  has at all times
          carried on its business and affairs in all respects in accordance with
          its memorandum and articles of  association  and all such  resolutions
          and agreements.

2.2       Statutory books

          The statutory books (including all registers and minute books) of each
          Group  Company  have been  properly  kept and contain an accurate  and
          complete  record of the  matters  which  should be dealt with in those
          books and no notice or  allegation  that any of them is  incorrect  or
          should be rectified has been received.

2.3       Statutory returns

          Each Group Company has complied  with the  provisions of the Ordinance
          and all returns, particulars, resolutions and other documents required
          to be filed with or delivered to the  Registrar of Companies or to any
          other  authority  whatsoever by each Group Company have been correctly
          and properly prepared and so filed or delivered.



                                      -62-
<PAGE>

2.4       Share capital

          2.4.1     The Shares  constitute the whole of the issued share capital
                    of the Company and each Seller is the sole beneficial  owner
                    of that  number of the Shares as is set  against his name in
                    Part 1 of Schedule 2 (Details of the  Company).  There is no
                    Encumbrance on, over or affecting the Shares or any unissued
                    shares,  debentures or other  securities of the Company.  No
                    claim has been  made by any  person  to be  entitled  to the
                    benefit of any such  Encumbrance and no person has the right
                    (exercisable now or in the future and whether  contingent or
                    not) to call for the issue of any share or loan  capital  of
                    the Company.

          2.4.2     No Group Company has at any time:

                    (a)       repaid,  redeemed  or  purchased  any of  its  own
                              shares,  or  otherwise  reduced  its issued  share
                              capital or any class of it or  capitalised  in the
                              form of shares,  debentures or other securities or
                              in paying  up any  amounts  unpaid on any  shares,
                              debentures  or other  securities,  any  profits or
                              reserves of any class or description or passed any
                              resolution  to do so,  or  agreed to do any of the
                              above;

                    (b)       directly  or  indirectly  provided  any  financial
                              assistance  for the purpose of the  acquisition of
                              shares  in it or its  holding  company  or for the
                              purpose of reducing or  discharging  any liability
                              incurred in such an acquisition  whether  pursuant
                              to section 47C of the Ordinance or otherwise.

          2.4.3     The  Sellers  are the sole  beneficial  owners of the entire
                    issued  share   capital  of  the   Allottee.   There  is  no
                    Encumbrance  on, over or affecting  the shares  representing
                    such share  capital or any  unissued  shares,  debenture  or
                    other  securities of the Allottee.  The Sellers are the only
                    directors of the Allottee which is under the direct and sole
                    control of the Sellers.

          2.4.4     The  transfer by the Sellers of all of the issued  shares in
                    Workable Singapore to Workable HK has been duly effected and
                    the relevant transfer  documents duly and adequately stamped
                    and Workable  Singapore has become a wholly owned subsidiary
                    of Workable HK.

2.5       Solvency

          No Group Company is insolvent or commits an act of bankruptcy pursuant
          to section 3 of the  Bankruptcy  Ordinance  (Cap 6 of the Laws of Hong
          Kong). No order has ever been made or petition presented or resolution
          passed for its winding up and no distress,  execution or other process
          has ever been levied on


                                      -63-
<PAGE>

          any of its  assets.  No  administrative  or  other  receiver  has been
          appointed  by any person over the whole or any part of the business or
          assets of any Group  Company,  nor has any order been made or petition
          presented for the  appointment of an  administrator  in respect of any
          Group Company.

3.        Connected business

3.1       Subsidiary

          All issued  shares in the  Subsidiary  are held by Workable HK legally
          and  beneficially  free from all  Encumbrances and with all rights now
          attaching, or at any time up to Completion to be attached, to them.

3.2       Connected transactions

          No Group Company:

          3.2.1     is or has agreed to become the holder or other  owner of any
                    class of any shares,  debentures or other  securities of any
                    other body corporate  (whether  incorporated in Hong Kong or
                    elsewhere)   other  than  in  case  of  the   Company,   the
                    Subsidiaries;

          3.2.2     has  agreed  to  become  a  subsidiary  of  any  other  body
                    corporate  or under  the  control  of any  group  of  bodies
                    corporate or consortium;

          3.2.3     is or has  agreed  to  become a member  of any  partnership,
                    joint   venture,    consortium   or   other   unincorporated
                    association  other than a recognised  trade  association  or
                    agreement or  arrangement  for sharing  commissions or other
                    income;

          3.2.4     has a  branch,  place  of  business  or  substantial  assets
                    outside   Hong   Kong   or   Singapore   or  any   permanent
                    establishment  (as that  expression  is defined in Rule 5 of
                    the  Inland  Revenues  Rules  issued  by the Board of Inland
                    Revenue) in any place outside Hong Kong or Singapore; and

          3.2.5     has any  interest,  legal or  beneficial,  in any  shares or
                    other capital or  securities  or otherwise  howsoever in any
                    other  venture or person and neither  holds nor is liable on
                    any share or  security  which is not fully  paid up or which
                    carries any liability.

3.3       Group On Investment Limited

          A special  resolution was passed by the members of Group On Investment
          Limited  ("Group On") on 28  September  1998 that Group On be wound up
          voluntarily. Group On has been wound up


                                      -64-
<PAGE>

          pursuant  to  the  special  resolution  and  in  accordance  with  the
          provisions of the Ordinance  regarding members' voluntary  winding-up.
          Group On will be struck  off from the  Register  of  Companies  by the
          Registrar  of  Companies  at the  expiration  of three months from the
          winding-up.  There is no outstanding  indebtedness  or other liability
          (actual or  contingent)  owing by Group On to any Group Company or the
          Sellers or owing to Group On and/or its creditors by any Group Company
          or the Sellers.

4.        Accounts

4.1       General

          The Accounts:

          4.1.1     were prepared in accordance  with SSAP, the  requirements of
                    all  relevant  statutes and on a basis  consistent  with the
                    preceding three accounting periods of the Companies and with
                    the books of three account of the relevant company;

          4.1.2     comprise  all  the  notes,  reports,   statement  and  other
                    documents required by law to be annexed to them;

          4.1.3     are true and  accurate in all  respects  and disclose a true
                    and  fair  view of the  assets,  liabilities  and  state  of
                    affairs of the  Companies  at the Balance  Sheet Date and of
                    its profits for the financial year ended on such date;

          4.1.4     contain  full  provision  or  reserve  for bad and  doubtful
                    debts,   obsolescent   or   slow-moving   stocks   and   for
                    depreciation on fixed assets, which provision or reserve was
                    when made and is now adequate;

          4.1.5     contain a note of all capital  commitments  of the Companies
                    at the Balance  Sheet Date,  which note was when made and is
                    now adequate, fair and not misleading;

          4.1.6     contain  proper and adequate  reserves or provision  for all
                    Taxation,  including  deferred  taxation  as defined in SSAP
                    2.112  (sufficient   provision  being  made  in  a  deferred
                    taxation account for any corporation tax on chargeable gains
                    and  balancing  charges  that would arise on the sale of all
                    fixed  assets  at  the  values  attributed  to  them  in the
                    Accounts);

          4.1.7     disclose,  note  or  provide  for  all  liabilities  of  the
                    Companies which were known, actual or contingent  (including
                    contingent   liabilities   to   customers   and   contingent
                    liabilities for Taxation) to the extent that such


                                      -65-
<PAGE>

                    contingent  liabilities  are  required to be provided in the
                    Accounts pursuant to SSAP;

          4.1.8     value  the  stock-in-trade  at the  lower  of  cost  and net
                    realisable  value and such  stock-in-trade  does not include
                    any  redundant,  obsolete or  unsaleable  items or any items
                    which are the  subject  of any  dispute  (other  than  minor
                    disputes in the ordinary course of business) with a supplier
                    or customer;

          4.1.9     value the  work-in-progress  on a basis that excludes profit
                    and includes adequate provision for losses which have arisen
                    or could  reasonably be  anticipated to arise on uncompleted
                    contracts and on completed contracts in respect of which the
                    maintenance period is unexpired,  and the amount included in
                    the Accounts in respect of  work-in-progress  is  reasonable
                    and has been determined in accordance with SSAP 2.103; and

          4.1.10    reflect  all  the  fixed  and  loose  plant  and  machinery,
                    equipment, furniture, fittings and vehicles owned by each of
                    the Companies at the Balance Sheet Date and full  provisions
                    in accordance  with SSAP have been made on them and none has
                    been acquired for any consideration otherwise than by way of
                    a bargain at arm's length.

4.2       Stock-in-trade and work-in-progress

          The basis of valuation for  stock-in-trade  and  work-in-progress  has
          remained in all material respects consistent with that adopted for the
          purpose of the audited  accounts  each of the  Companies in respect of
          the  beginning  and  end of  each of the  preceding  three  accounting
          periods of each of the Companies since its incorporation.

4.3       Profits

          The profits of each of the  Companies for the three years ended on the
          Balance  Sheet  Date  as  shown  by the  Accounts  and by the  audited
          accounts of each of the  Companies for previous  periods  delivered to
          the  Purchaser and the trend of profits shown by them have not (except
          as  Disclosed  in  them)  been  affected  to  a  material   extent  by
          inconsistencies   of  accounting   practices,   by  the  inclusion  of
          non-recurring items of income or expenditure,  by transactions entered
          into otherwise than on normal commercial terms or by any other factors
          rendering  such profits for all or any of such  periods  exceptionally
          high or low.

4.4       Books of account



                                      -66-
<PAGE>

          All accounts, books, ledgers, financial and other necessary records of
          whatsoever  kind of  each of the  Companies  for the  preceding  seven
          accounting periods:

          4.4.1     have been fully, properly and accurately maintained,  are in
                    its possession and contain true and accurate  records of all
                    matters  including  those  required to be entered in them by
                    the Ordinance  and no notice or allegation  that any of them
                    is incorrect or should be rectified has been received;

          4.4.2     do not  contain  or reflect  any  material  inaccuracies  or
                    discrepancies;

          4.4.3     give and reflect a true and fair view of the  matters  which
                    ought to appear in them and in particular of the  financial,
                    contractual and trading position of the relevant company and
                    of its plant and  machinery,  fixed and  current  assets and
                    liabilities  (actual and contingent),  debtors and creditors
                    and stock-in-trade and work-in-progress.

5.        Post-Balance Sheet Date events

5.1       Since the Balance Sheet Date:

          5.1.1     each of the  Companies  has  carried on its  business in the
                    ordinary  and usual  course and  without  entering  into any
                    transaction,  assuming  any  liability or making any payment
                    not  provided  for  in  the  Accounts  which  is  not in the
                    ordinary  course of trading and without any  interruption or
                    alteration  in the nature,  scope or manner of its  business
                    and nothing has been done which would be likely to prejudice
                    the interests of the Purchaser as a prospective purchaser of
                    the Shares;

          5.1.2     none  of  the   Companies  has   experienced   any  material
                    deterioration  in its  financial  position or  prospects  or
                    turnover or  suffered  any  diminution  of its assets by the
                    wrongful  act of any  person and the value of its net assets
                    is not  materially  less than the value of its net assets at
                    the  Balance  Sheet  Date  and it has not had its  business,
                    profitability or prospects materially and adversely affected
                    by the loss of any important customer or source of supply or
                    by any abnormal factor not affecting similar businesses to a
                    like  extent and there are no facts which are likely to give
                    rise to any such effects;

          5.1.3     none of the  Companies has acquired or disposed of or agreed
                    to acquire  or dispose of any assets or assumed or  incurred
                    or  agreed  to  assume  or incur  any  material  liabilities
                    (actual or contingent) otherwise than in the ordinary course
                    of business;



                                      -67-
<PAGE>

          5.1.4     none  of the  Companies  has  declared,  made  or  paid  any
                    dividend,  bonus or other  distribution of capital or income
                    (whether  a  qualifying   distribution   or  otherwise)  and
                    (excluding  fluctuations in overdrawn  current accounts with
                    bankers)  no loan or its loan  capital  has been  repaid  in
                    whole  or in  part  or has  become  due or is  liable  to be
                    declared  due by  reason of  either  service  of a notice or
                    lapse of time or otherwise howsoever;

          5.1.5     none of the  Companies  has carried out or entered  into any
                    transaction  and no other event has occurred in  consequence
                    of which  (whether  alone or  together  with any one or more
                    transactions  or events  occurring  before,  on or after the
                    date of this Agreement) any of its liability to Taxation has
                    arisen or will arise (or would have arisen or would or might
                    arise but for the  availability  of any  relief,  allowance,
                    deduction  or credit)  other than  profits tax on its actual
                    income (not chargeable  gains or deemed income) arising from
                    transactions   entered  into  in  the  ordinary   course  of
                    business;

          5.1.6     none  of  the   Companies   has  made  any   change  to  the
                    remuneration,  terms of  employment,  emoluments  or pension
                    benefits of any its present or former  director,  officer or
                    employee  who on the  Balance  Sheet  Date was  entitled  to
                    remuneration  in excess of HK$300,000  per annum and has not
                    appointed or employed any  additional  director,  officer or
                    employee who is so entitled;

          5.1.7     all  debts  owing  to  it  as  shown  in  the  Accounts  are
                    collectable  in the ordinary  course of business and none of
                    the Companies has released any debts in whole or in part nor
                    written off debts in an amount  exceeding  HK$35,000  in the
                    aggregate;

          5.1.8     none of the Companies has entered into  contracts  involving
                    capital expenditure in an amount exceeding HK$200,000 in the
                    aggregate;

          5.1.9     none of the  Companies  has become  aware that any event has
                    occurred  which would  entitle any third party to  terminate
                    any  contract  or any  benefit  enjoyed by it or call in any
                    money before the normal due date;

          5.1.10    none of the Companies has purchased  stocks in quantities or
                    at prices  materially  greater than was its practice  before
                    the Balance Sheet Date;

          5.1.11    each of the  Companies  has paid its  creditors  within  the
                    times agreed with such creditors and does not have any debts
                    outstanding  which are overdue for payment by more than four
                    weeks;



                                      -68-
<PAGE>

          5.1.12    none of the  Companies  has  created or agreed to create any
                    Encumbrance  or  entered  into  any  factoring  arrangement,
                    hire-purchase,  conditional  sale or credit  sale  agreement
                    which  has  not  been  Disclosed  and  which  is  not in the
                    ordinary  course of business  (and there has been no default
                    by it in  the  performance  or  observance  of  any  of  the
                    provisions of any such Encumbrance, arrangement or agreement
                    disclosed);

          5.1.13    none of the  Companies  has  borrowed or raised any money or
                    taken  any  financial   facility  (except  such  short  term
                    borrowings  from  bankers  as are  within  the amount of any
                    overdraft  facility which was available to it at the Balance
                    Sheet Date) or since the Balance Sheet Date  renegotiated or
                    received any notice from any banker that such banker  wishes
                    to renegotiate any overdraft facility available to it at the
                    Balance Sheet Date;

          5.1.14    each  of the  Companies  has  ensured  that  its  management
                    accounts have been prepared in accordance with SSAP and on a
                    basis  consistent  with the basis on which the Accounts have
                    been prepared;

          5.1.15    none of the Companies has made any change to its  accounting
                    reference  date and no  accounting  period  of it has  ended
                    since the Balance Sheet Date;

          5.1.16    none of the  Companies  has made a payment  or  incurred  an
                    obligation to make a payment which will not be deductible in
                    computing trading profits for the purposes of profits tax or
                    as a management expense of it; and

          5.1.17    none of the Companies  (including  any class of its members)
                    has passed  any  resolution  whether  in general  meeting or
                    otherwise.

6.        Transactions with the Sellers, directors and Connected Persons

6.1       Loans and debts

          There is no outstanding:

          6.1.1     indebtedness or other liability (actual or contingent) owing
                    by any Group  Company to any Seller or any  Affiliate of any
                    Seller or  director  of any Group  Company or any  Connected
                    Person or owing to any Group  Company  by any  Seller or any
                    Affiliate of any Seller or director of any Group  Company or
                    any Connected Person; or



                                      -69-
<PAGE>

          6.1.2     guarantee   or  security  for  any  such   indebtedness   or
                    liability.

6.2       Arrangements with Connected Persons

          6.2.1     There  is no  outstanding,  and  there  has not at any  time
                    during the last six years been  outstanding,  any agreement,
                    arrangement or understanding (whether legally enforceable or
                    not) to which any Group  Company is a party and in which any
                    Seller, Affiliate of any Seller, director or former director
                    of any Group Company or any Connected  Person is or has been
                    interested whether directly or indirectly.

          6.2.2     No  Group  Company  is a  party  to or has  its  profits  or
                    financial  position  during the last six years been affected
                    by any agreement or arrangement  which is not entirely of an
                    arm's length nature.

6.3       Competitive interests

          6.3.1     No  Seller,  Affiliate  of any  Seller,  director  or former
                    director  of any Group  Company  nor any  Connected  Person,
                    either  individually,  collectively or with any other person
                    or persons, has any estate,  right or interest,  directly or
                    indirectly,  in any business  other than that now carried on
                    by any Group  Company  which is or is likely to be or become
                    competitive  with any  aspect of the  Business  of any Group
                    Company  save as  registered  holder  or other  owner of any
                    class  of  securities  of  any  company  if  such  class  of
                    securities is listed on any investment  exchange  recognised
                    by the  HKSE and if such  person  (together  with  Connected
                    Persons and Affiliates) holds or is otherwise  interested in
                    less than three per cent of such class of securities.

          6.3.2     The Sellers either  individually,  collectively  or with any
                    other  person  or  persons  are  not  interested  in any way
                    whatsoever in any Intellectual  Property used and not wholly
                    owned by any Group Company.

6.4       Benefits

          No Connected  Person or  Affiliate  of any Seller,  director or former
          director  of  any  Group   Company  is  entitled  to  or  has  claimed
          entitlement to any  remuneration,  compensation  or other benefit from
          any Group Company.

7.        Finance

7.1       Borrowings



                                      -70-
<PAGE>

          Particulars  of all money  borrowed  by each Group  Company  have been
          Disclosed.  The total amount  borrowed by each Group  Company from any
          source does not exceed any  limitation on its  borrowing  contained in
          the  articles  of  association  of  the  relevant  company  or in  any
          debenture or loan stock trust deed or instrument or any other document
          executed by the relevant company and the amount borrowed by each Group
          Company  from  each of its  bankers  does  not  exceed  the  overdraft
          facility  agreed with such banker.  No Group  Company has  outstanding
          loan capital.

7.2       Debts owed to the Group

          All debts owed to each Group Company are  collectable  in the ordinary
          course of  business  and each such debt will  realise in full its face
          value  at the  time of  payment.  No  Group  Company  nor the  Sellers
          consider  any of the debts owing to any Group  Company  (but which are
          not yet due) to be irrecoverable in whole or in part. No Group Company
          owns the benefit of any debt  (whether  present or future)  other than
          debts which have accrued to it in the ordinary course of business.

7.3       Working capital

          Having regard to its existing banking and other facilities, each Group
          Company has sufficient  working  capital for the purpose of continuing
          to carry on its business in its present form and at its present  level
          of  turnover  for the  foreseeable  future  and for  the  purposes  of
          executing,  carrying out and fulfilling in accordance with their terms
          all  orders,  projects  and  contractual  obligations  which have been
          placed with or undertaken by that company.

7.4       Financial facilities

          The Sellers have Disclosed full details and true and correct copies of
          all  documents   relating  to  all   debentures,   acceptance   lines,
          overdrafts,   loans  or  other  financial  facilities  outstanding  or
          available to any Group Company and all Encumbrances to which any asset
          of any Group  Company is  subject.  Neither  the Sellers nor any Group
          Company  have  done  anything  whereby  the  continuance  of any  such
          facility or  Encumbrance in full force and effect might be affected or
          prejudiced.

7.5       Options and guarantees

          7.5.1     No Group Company is responsible for the  indebtedness of any
                    other person nor party to any option or pre-emption right or
                    any guarantee,  suretyship or any other obligation (whatever
                    called) to pay,  purchase or provide  funds  (whether by the
                    advance of money, the purchase of or


                                      -71-
<PAGE>

                    subscription  for shares or other securities or the purchase
                    of assets or services or  otherwise)  for the payment of, or
                    as an indemnity  against the  consequence  of default in the
                    payment of, any indebtedness of any other person.

          7.5.2     No party other than the Group has given any  guarantee of or
                    security for any overdraft, loan or loan facility granted to
                    any Group Company.

7.6       Payment of obligations

          The Group is able to effect payment of any material  obligation as and
          when due for payment.

8.        Environment

8.1       In this Agreement:

          "Environment" means any and all organisms (including man), ecosystems,
          property  and the  following  media:  air  (including  the air  within
          buildings  and the air within  other  natural or man-made  structures,
          whether above or below ground); water (including water under or within
          land or in drains or sewers and coastal and inland  waters);  and land
          (including land under water);

          "Environment Laws" means any and all laws, whether civil,  criminal or
          administrative  applicable to any Group Company  and/or conduct of the
          Business and which have as a purpose or effect the  protection  of the
          Environment  and/or the  prevention  of Harm and/or the  provision  of
          remedies  in respect of Harm,  including:  directives,  decisions  and
          recommendations;  statutes and subordinate  legislation;  regulations,
          orders and ordinances;  codes of practice,  circulars,  guidance notes
          and the like;  common law,  local laws and  bye-laws;  and  judgments,
          notices, orders,  directions,  instructions or awards of any Competent
          Authority;

          "Harm" means material harm or damage to, or other  interference  with,
          the Environment and includes any detrimental  effects on the health of
          living  organisms or other  interference  with the ecosystems of which
          they form part and, in the case of man, includes offence caused to any
          of his senses or harm or damage to his property;

          "Hazardous  Matter"  means  any and all  matter  (whether  alone or in
          combination with other matter) including electricity, heat, vibration,
          noise or other vibration which may cause Harm;



                                      -72-
<PAGE>

          "Other  Property"  means any and all land or property,  other than the
          Property, owned or occupied at any time by any Group Company;

8.2       Compliance with Environment Laws

          8.2.1     The Property and the Other  Property have been used, and the
                    Business has been conducted, at all times in compliance with
                    Environment Laws.

          8.2.2     No material work, repairs, remedy, construction,  or capital
                    expenditure  is required  under any  Environment  Laws or in
                    order to carry on lawfully  the Business at the Property and
                    the Other Property.

8.3       Hazardous Matter

          All  Hazardous  Matters  generated or used in the  Business  have been
          used, kept, treated,  transported  (including  transportation in pipes
          and  pipeworks),  disposed of,  discharged or otherwise  dealt with in
          accordance with the Environment Laws.

9.        Other assets

9.1       Title

          9.1.1     Each Group Company has legal and beneficial title to all its
                    assets which

                    (a)       are included in the Accounts; or

                    (b)       have  otherwise  been  represented  as  being  its
                              property; or

                    (c)       were at the  Balance  Sheet  Date used or held for
                              the purposes of its business; or

                    (d)       have been  acquired by it since the Balance  Sheet
                              Date (except for those  assets  disposed of in the
                              ordinary  course of business)  and all such assets
                              are in its  possession  and  control and are sited
                              within Hong Kong or Singapore.

          9.1.2     Except  for  assets  disposed  of or  realised  by any Group
                    Company in the ordinary  course of trading,  it retains such
                    title to all such assets free from any Encumbrance,  hire or
                    hire  purchase  agreement or leasing  agreement or agreement
                    for payment on deferred terms.

          9.1.3     No Group  Company  has  acquired  or agreed to  acquire  any
                    material asset on terms that title does not pass to it until
                    full payment is made.



                                      -73-
<PAGE>

9.2       Condition of assets

          The plant and machinery  (including fixed plant and machinery) and all
          vehicles  and  office and other  equipment  shown in the  Accounts  or
          acquired  since the Balance Sheet Date or otherwise used in connection
          with the  Business  which have not been  disposed  of in the  ordinary
          course of business:

          9.2.1     do not contravene any requirement or restriction  having the
                    force of law;

          9.2.2     are  in  good  repair  and   condition   and  are  regularly
                    maintained,  fully  serviceable and in satisfactory  working
                    order;

          9.2.3     are each  capable  of doing  the work for  which  they  were
                    designed  and/or  purchased  and  will  each  be so  capable
                    (subject  to fair wear and tear)  during  the period of time
                    over which the value of such assets will be written  down to
                    nil in the accounts of the relevant Group Company;

          9.2.4     are   not   surplus   to  the   relevant   Group   Company's
                    requirements; and

          9.2.5     are not dangerous,  inefficient,  out of date, unsuitable or
                    in need of renewal or replacement,

          and the vehicles owned by the Group are  road-worthy and duly licensed
          for the purposes for which they are used.

9.3       Condition of stock

          The  stock-in-trade  of each Group Company is in good condition and is
          capable  of being sold by it in the  ordinary  course of  business  in
          accordance  with its current price list without rebate or allowance to
          a purchaser.

9.4       Rental payments

          Rentals payable by each Group Company under any leasing, hire-purchase
          or other  similar  agreement to which it is a party are set out in the
          Disclosure  Documents and have not been increased and all such rentals
          are fully deductible by the relevant Group Company for tax purposes.



                                      -74-
<PAGE>

10.       Insurance

10.1      Extent of insurance

          All the assets of each Group Company which are of an insurable  nature
          are and  have at all  material  times  been  fully  insured  to  their
          replacement  value  with  a well  established  and  reputable  insurer
          against fire and all other risks normally insured against by companies
          carrying on similar  businesses or owning property of a similar nature
          to the  Business  and each Group  Company  is and has at all  material
          times been  adequately  covered  against all legal liability and risks
          normally  insured  against by such companies  (including  liability to
          employees or third  parties for  personal  injury or loss or damage to
          property, product liability and loss of profit).

10.2      Premiums and claims

          Particulars  of all policies of insurance of each Group Company now in
          force have been  disclosed and such  particulars  are true and correct
          and all premiums due on such policies have been duly paid and all such
          policies are valid and in force. So far as the Sellers are aware there
          are no  circumstances  which  might lead to any  liability  under such
          insurance  being  avoided  by  the  insurers  or  the  premiums  being
          increased.  There is no claim  outstanding under any such policies and
          there are no circumstances likely to give rise to a claim.

11.       Litigation

11.1      Litigation

          11.1.1    Except  as  plaintiff  in  the   collection  of  debts  (not
                    exceeding   HK$35,000  in  the  aggregate)  arising  in  the
                    ordinary course of trading,  no Group Company is now engaged
                    in any  Litigation,  and no  Litigation  is in prospect,  in
                    either  case by or against  any Group  Company or any person
                    for  whose  acts  or  defaults  any  Group  Company  may  be
                    vicariously liable.

          11.1.2    No Group  Company has, in the last five years  preceding the
                    date of this Agreement, been involved in any Litigation with
                    any  person  who  is  or  was  a  supplier  or  customer  of
                    importance to it or the Business,  or where such  Litigation
                    resulted in adverse publicity or loss of goodwill.

          11.1.3    There is no matter or fact in  existence  which  might  give
                    rise to any  Litigation  involving  any Group  Company which
                    might form the basis of any criminal prosecution against any
                    Group Company.



                                      -75-
<PAGE>

11.2      Injunctions, etc

          No  injunction  or order for  specific  performance  has been  granted
          against  any  Group  Company  which has not been  discharged  or fully
          complied with or is otherwise no longer in force.

11.3      Orders and judgments

          No Group  Company  is subject  to any order or  judgment  given by any
          court,  tribunal or governmental agency which is still in force and no
          Group Company has given any undertaking to any court or tribunal or to
          any third party arising out of any Litigation.

12.       Licences

12.1      General

          Each Group Company has all  necessary  licences  (including  statutory
          licences),  permits, consents and authorities (public and private) for
          the proper and effective carrying on of the Business and in the manner
          in  which  the  Business  is now  carried  on and all  such  licences,
          permits,  consents and  authorities  are valid and  subsisting and the
          Sellers  know  of no  reason  why  any of them  should  be  suspended,
          cancelled  or  revoked  whether  in  connection  with  the sale to the
          Purchaser or otherwise and, so far as the Sellers are aware, there are
          no factors that might in any way prejudice the  continuance or renewal
          of any of those  licences,  permits,  consents or  authorities  and no
          Group  Company is restricted by contract from carrying on any activity
          in any part of the world.

13.       Trading

13.1      Definition

          In this Agreement, "Product" means any goods (includes a product which
          is  comprised  in  another  product,  whether  by  virtue  of  being a
          component part or raw material or otherwise) and/or services which any
          Group  Company  has  supplied  or agreed  to  supply to any  person or
          intends to turn to account.

13.2      Tenders, etc



                                      -76-
<PAGE>

          No offer,  tender  or the like made  outside  the  ordinary  course of
          business is  outstanding  which is capable of being  converted into an
          obligation  of any Group Company by an acceptance or other act of some
          other person.

13.3      Delegation of powers

          There are in force no powers of  attorney  given by any Group  Company
          other than to the holder of an  Encumbrance  solely to facilitate  its
          enforcement nor any other authority  (express,  implied or ostensible)
          given by any Group Company to any person to enter into any contract or
          commitment  or do anything on its behalf  other than any  authority of
          employees to enter into routine trading contracts in the normal course
          of their duties.

13.4      Consequence of acquisition of Shares by Purchaser

          The  acquisition of the Shares by the Purchaser or compliance with the
          terms of this Agreement will not:

          13.4.1    cause any Group  Company to lose the benefit of any right or
                    privilege  it  presently  enjoys  or cause  any  person  who
                    normally  does  business with it not to continue to do so on
                    the same basis as previously;

          13.4.2    cause any Group  Company to lose the benefit of any licence,
                    permit, authorisation, consent or other approval required by
                    law or by any  governmental  agency or by any  other  person
                    with a  legitimate  interest  relating  to the  manufacture,
                    marketing or supply of any Product;

          13.4.3    relieve any person of any  obligation  to any Group  Company
                    (whether  contractual  or otherwise) or legally  entitle any
                    person  to  determine  any such  obligation  or any right or
                    benefit  enjoyed  by any Group  Company or to  exercise  any
                    right  whether  under  an  agreement  with or  otherwise  in
                    respect of any Group Company;

          13.4.4    conflict  with or result in the  breach of or  constitute  a
                    default  on the part of any Group  Company or any Seller (i)
                    under any of the  terms,  conditions  or  provisions  of any
                    agreement or instrument  to which it is now a party;  or any
                    loan to or mortgage created by it; or (ii) of its memorandum
                    or articles of association;

          13.4.5    result in any  present or future  indebtedness  of any Group
                    Company  becoming  due  and  payable  or  capable  of  being
                    declared due and payable prior to its stated maturity;



                                      -77-
<PAGE>

          13.4.6    cause any director,  officer or senior employee of any Group
                    Company to leave employment; or

          13.4.7    conflict  with,  violate  or  result in a breach of any law,
                    regulation,  order,  decree or writ  applicable to any Group
                    Company,  the Sellers or any of them,  or entitle any person
                    to  receive  from  any  Group   Company  any  finder's  fee,
                    brokerage or other commission,

          and will not prejudicially  affect the attitude or actions of clients,
          customers and suppliers with regard to any Group Company.

13.5      Product regulatory requirements

          13.5.1    Each Group Company has duly obtained all necessary licences,
                    permits, authorisations and other approvals required by law,
                    by any  government  agency  or by any  other  person  with a
                    legitimate   interest   relating  to  or  required  for  the
                    manufacture, marketing or supply of any Product.

          13.5.2    No Group Company has manufactured,  marketed or supplied any
                    Product which was at the material times not fully  compliant
                    with:

                    (a)       the  requirements of all applicable Hong Kong laws
                              and  the  laws  of  any  territory  in  which  the
                              Products have been placed on the market;

                    (b)       the terms of any applicable recognised national or
                              international product standards;

                    (c)       any representation or warranty (whether express or
                              implied) given in respect of the Products.

          13.5.3    At no  time  has  any  Group  Company  had  knowledge  of or
                    received any notice, claim,  governmental enforcement action
                    or other  communication  from any person alleging any defect
                    in any Product or any contravention of any applicable law or
                    standard relating to the Products.

13.6      Guarantees and warranties

          No Group  Company  has given any  guarantee  or  warranty  or made any
          representation  in respect of the  Products,  save for any warranty or
          guarantee implied by law.



                                      -78-
<PAGE>

13.7      Restrictions on trading

          No  Group  Company  is  and  has  been  a  party  to  any   agreement,
          arrangement,  understanding  or  practice  restricting  its freedom to
          provide and take goods and services by such means and from and to such
          persons  and into or from such place as it may from time to time think
          fit.

13.8      Possession of records

          13.8.1    All title deeds and agreements to which any Group Company is
                    a party and all other  documents owned by, or which ought to
                    be in its possession of or held unconditionally to the order
                    of it, are in its possession.

          13.8.2    No Group Company has any of its records, systems,  controls,
                    data or information recorded, stored,  maintained,  operated
                    or  otherwise  wholly or partly  dependent on or held by any
                    means (including any electronic,  mechanical or photographic
                    process,  whether  computerised or not) which (including all
                    means of access  thereto  and  therefrom)  are not under its
                    exclusive ownership and direct control.

13.9      Business names

          No  Group  Company  uses  on its  letterhead,  books  or  vehicles  or
          otherwise  carry  on the  Business  under  any  name  other  than  its
          corporate name.

13.10     Unlawful acts

          Neither  the  Group  nor any  officer  have  been  prosecuted  for any
          criminal, illegal or unlawful act connected with any Group Company.

13.11     Sensitive payments

          No officer or employee of any Group  Company has made or received  any
          Sensitive  Payment in connection  with any contract or otherwise.  For
          the  purposes  of this  clause  the  expression  "Sensitive  Payments"
          (whether or not illegal) shall include (i) commercial  bribes,  bribes
          or kickbacks paid to any person,  firm or company including central or
          local government  officials or employees or (ii) amounts received with
          an understanding that rebates or refunds will be made in contravention
          of the laws of any jurisdiction either


                                      -79-
<PAGE>

          directly or through a third party or (iii) political  contributions or
          (iv) payments or commitments (whether made in the form of commissions,
          payments  or fees for  goods  received  or  otherwise)  made  with the
          understanding or under  circumstances  that would indicate that all or
          part of the payment is to be paid by the recipient to central or local
          government  officials or as a commercial  bribe  influence  payment or
          kickback.

13.12     Business

          The  Business is the  provision  of graphic  communications  services,
          digital communications  networking,  offset printing, digital printing
          and multi-media services in Hong Kong and Singapore.

14.       Contracts

14.1      Onerous contracts

          There are no long term contracts (that is, contracts not terminable by
          any Group Company  without  penalty on six months'  notice or less) or
          onerous or unusual  or  abnormal  contracts  (that is,  contracts  for
          capital  commitments or contracts differing from those necessitated by
          the ordinary course of business)  binding upon any Group Company,  nor
          is any  Group  Company  a party to any  contract  which  contains  any
          onerous or other  provision  material for  disclosure  to an intending
          purchaser  of the  Shares and no  expenses  or  liabilities  have been
          incurred  before  the  date of this  Agreement  by any  Group  Company
          otherwise than for the purpose of its business.

14.2      Material contracts

          All  contracts  to which any Group  Company is a party with a value in
          excess of  HK$35,000  have been  disclosed  and no Group  Company is a
          party  to  or  subject  to  any  agreement,  transaction,  obligation,
          commitment, understanding, arrangement or liability which:

          14.2.1    is incapable of complete  performance in accordance with its
                    terms  within  six  months  after  the  date on which it was
                    entered into or undertaken;

          14.2.2    is  likely  to  result  in a  loss  to it on  completion  of
                    performance;

          14.2.3    cannot  readily be  fulfilled or performed by it on time and
                    without undue or unusual expenditure of money and effort;



                                      -80-
<PAGE>

          14.2.4    involves or is likely to involve obligations,  restrictions,
                    expenditure   or  receipts   of  an   unusual,   onerous  or
                    exceptional  nature  and  not  in  the  ordinary  course  of
                    business;

          14.2.5    requires an aggregate  consideration payable by it in excess
                    of HK$35,000;

          14.2.6    involves  or is likely to involve  the supply of goods by or
                    to any Group Company the aggregate sales value of which will
                    represent in excess of five per cent of its turnover for the
                    year ended on the Balance Sheet Date;

          14.2.7    is a contract for  services  (other than  contracts  for the
                    supply of electricity or normal office services);

          14.2.8    requires it to pay any commission,  finder's fee, royalty or
                    the like; or

          14.2.9    is in any way  otherwise  than in its  ordinary  and  proper
                    course of the business.

14.3      Performance of contracts

          14.3.1    The terms of all  contracts of the Group have been  complied
                    with by the relevant  Group Company and by the other parties
                    to the  contracts in all material  respects and there are no
                    circumstances  likely  to  give  rise  to a  default  by the
                    relevant  Group  Company or by the other  parties  under any
                    such contract.

          14.3.2    All the  contracts  of the Group  except  those  between the
                    relevant  Group Company and its employees may be assigned by
                    the relevant Group Company  without the consent of any other
                    person.

          14.3.3    There  are  no  outstanding  claims,  separately  or in  the
                    aggregate,  of a sum in excess of  HK$100,000,  against  any
                    Group  Company on the part of customers or other  persons in
                    respect  of defects  in  quality  or delays in  delivery  or
                    completion  of  contracts  or   deficiencies  of  design  or
                    performance or otherwise  relating to liability for goods or
                    services  sold or supplied by any Group  Company and no such
                    claims are threatened or anticipated  and there is no matter
                    or fact in  existence  in  relation  to  goods  or  services
                    currently  sold or supplied by any Group Company which might
                    give rise to any such claim.



                                      -81-
<PAGE>

          14.3.4    No Group  Company  has  knowledge  of the  invalidity  of or
                    grounds for  rescission,  avoidance  or  repudiation  of any
                    existing  agreement  to which it is a party and has received
                    no  notice  of any  intention  to  terminate,  repudiate  or
                    disclaim any such agreement.

14.4      Agency and distribution agreements

          No  Group   Company   is  a  party  to  any   subsisting   agency   or
          distributorship agreement.

15.       Employees

15.1      Particulars of employees

          The  particulars  shown in the schedule of employees  comprised in the
          Disclosure Documents are true and complete and show in respect of each
          director,  officer  and  employee  of each Group  Company  his date of
          birth, the date on which he commenced  continuous  employment with the
          relevant Group Company and all remuneration payable and other benefits
          provided or which such Group Company is bound to provide  (whether now
          or in the future) to each such person and include full  particulars of
          all remuneration arrangements  (particularly profit sharing, incentive
          and bonus  arrangements  to which any Group Company is a party whether
          binding or not) and each director,  officer and employee of each Group
          Company is listed there.

15.2      Service contracts

          There is no contract of service in force between any Group Company and
          any of its directors, officers or employees which is not terminable by
          that Group Company without  compensation  (other than any compensation
          payable under the Employment  Ordinance) on three months' notice given
          at any time or otherwise in accordance with the Employment  Ordinance.
          There  are  no  consultancy  or  management   services  agreements  in
          existence  between  any Group  Company and any other  person,  firm or
          company, and there are no agreements or other arrangements (binding or
          otherwise)  between  any  Group  Company  or any  employers'  or trade
          association  of which  any  Group  Company  is a member  and any Trade
          Union. There are no outstanding pay negotiations with any employees or
          Trade Unions.

15.3      Benefits

          There are no amounts owing to present or former directors, officers or
          employees  of any Group  Company  other than not more than one month's
          arrears  of  remuneration  accrued  or  due or  for  reimbursement  of
          business

                                      -82-
<PAGE>

          expenses  incurred within a period of three months  preceding the date
          of this  Agreement and no moneys or benefits  other than in respect of
          remuneration  or emoluments  of  employment  are payable to or for the
          benefit of any present or former director,  officer or employee of any
          Group  Company,  nor any dependant of any present or former  director,
          officer or employee of any Group Company.

15.4      Liabilities and payments

          Save to the extent (if any) to which  provision or allowance  has been
          made in the Accounts:

          15.4.1    no  liability  has been  incurred or is  anticipated  by any
                    Group  Company for breach of any contract of  employment  or
                    for  services or for  severance  payments or for  redundancy
                    payments or protective awards or for compensation for unfair
                    dismissal  or for  failure to comply  with any order for the
                    reinstatement or re-engagement of any employee or for sex or
                    race discrimination or for any other liability accruing from
                    the  termination  or variation of any contract of employment
                    or for services;

          15.4.2    no gratuitous payment has been made or promised by any Group
                    Company  in   connection   with  the   actual  or   proposed
                    termination,  suspension  or  variation  of any  contract of
                    employment   or  for  services  of  any  present  or  former
                    director,  officer or any dependant of any present or former
                    director, officer or employee of any Group Company; and

          15.4.3    no Group  Company  has made or agreed to make any payment to
                    or  provided or agreed to provide any benefit for any of its
                    present or former director, officer or employee.

15.5      Relevant legislation

          15.5.1    Each Group  Company has in relation to each of its employees
                    (and so far as  relevant  to each of its  former  employees)
                    complied with:

                    (a)       all  obligations  imposed  on it by  all  relevant
                              statutes,  regulations  and codes of  conduct  and
                              practice  affecting its  employment of any persons
                              and all relevant orders and awards made thereunder
                              and has maintained current,  adequate and suitable
                              records   regarding   the   service,   terms   and
                              conditions of employment of each of its employees;
                              and



                                      -83-
<PAGE>

                    (b)       all collective agreements,  recognition agreements
                              and  customs  and  practices  for the  time  being
                              affecting  its  employees or their  conditions  of
                              service.

          15.5.2    There is no  liability  or claim  against any Group  Company
                    outstanding  or  anticipated  under  the Sex  Discrimination
                    Ordinance (Cap 480 of the Laws of Hong Kong), the Disability
                    Discrimination  Ordinance (Cap 487 of the Laws of Hong Kong)
                    and Family Status  Discrimination  Ordinance (Cap 527 of the
                    Laws of Hong Kong).

15.6      Termination of employment

          15.6.1    No  present  director,  officer  or  employee  of any  Group
                    Company  has  given  or  received  notice   terminating  his
                    employment  except  as  expressly  contemplated  under  this
                    Agreement and  Completion of this Agreement will not entitle
                    any  employee to  terminate  his  employment  or trigger any
                    entitlement to a severance payment or liquidated damages.

15.7      Share and other schemes

          No Group  Company has in existence  nor is it proposing to  introduce,
          and none of its  directors,  officers  or  employees  participates  in
          (whether or not  established  by any Group Company) any employee share
          trust,  share incentive scheme,  share option scheme or profit sharing
          scheme  for  the  benefit  of all or any  of  its  present  or  former
          directors,  officers or  employees  or the  dependants  of any of such
          persons  or any  scheme  under  which  any of its  present  or  former
          director,   officer  or  employee  is  entitled  to  a  commission  or
          remuneration of any other sort calculated by reference to the whole or
          part of its turnover,  profits or sales or any other  person,  firm or
          company including any profit related pay scheme.

15.8      Disputes and claims

          15.8.1    No dispute exists or can  reasonably be anticipated  between
                    any Group  Company and a material  number or category of its
                    employees  or any Trade  Union(s)  and so far as the Sellers
                    are  aware  there  are no wage or other  claims  outstanding
                    against  any Group  Company  by any person who is now or has
                    been a director, officer or employee of any Group Company.

          15.8.2    No Group  Company  has had during  the last three  years any
                    strike,  work  stoppages,  slow-down or  work-to-rule by its
                    employees or lock-out, nor, so far as the Sellers are aware,
                    is any anticipated, which


                                      -84-
<PAGE>

                    has  caused,  or is  likely to  cause,  it to be  materially
                    incapable  of  carrying  on its  business  in the normal and
                    ordinary course.

15.9      Agreements with Trade Unions

          No Group  Company is a party to any agreement or  arrangement  with or
          commitment to any Trade Unions or staff association nor are any of its
          employees members of any Trades Union or staff association.

16.       Retirement Scheme

16.1      The Retirement Scheme  comprises,  in respect of each of the Companies
          and  Plainduty,  a group  retirement  benefit  trust policy named "The
          Plainduty Limited Retirement Scheme" and "The Workable Company Limited
          Retirement Scheme" respectively.  The Trust policies are arranged with
          American International Assurance Company Limited.

16.2      Other  than  under  the  Retirement  Scheme,  there  are  no  pension,
          provident,  superannuation  or  retirement  benefit  funds,  scheme or
          arrangements under which any Group Company is obliged,  either morally
          or  contractually,  to provide to any of its  employees or officers or
          former  employees or officers or any spouse or other  dependant of any
          of the same retirement  benefits of any kind (which  expression  shall
          include  benefits payable upon  retirement,  leaving  service,  death,
          disablement  and any other  benefits  which are commonly  provided for
          under provident or retirement schemes).

16.3      Complete  and  accurate  copies of the trust  policies,  rules and all
          other documents,  records and materials  relating to the establishment
          and  operation  of the  Retirement  Scheme  have been  supplied to the
          Purchaser prior to the date hereof.

16.4      No power to  augment  benefits  under the  Retirement  Scheme has been
          exercised in relation to any employees or officers or former employees
          or officers of the  Companies or any spouse or other  dependant of any
          of the same.

16.5      Each of the  Companies has been duly  admitted to  participate  in the
          Retirement  Scheme and has  fulfilled all its  obligations  thereunder
          (including  any  obligation to pay  contributions  thereto) and it has
          made all  contributions to the Retirement  Scheme which are due. There
          are no contributions  to the Retirement  Scheme which are due from the
          employees but unpaid.



                                      -85-
<PAGE>

16.6      The  Companies  and the  trustees of the  Retirement  Scheme have duly
          complied with their respective  obligations  under the trust deeds and
          the rules thereof and under all relevant legislation.  All amounts due
          to the  trustees  thereof or to any  insurance  company in  connection
          therewith  have  been  paid  and no  recommendation  contained  in any
          report, actuarial or otherwise,  relating to the Retirement Scheme has
          been received by the Company and Plainduty  within the three (3) years
          immediately preceding the date hereof which has not been complied with
          in full and in respect of which complete and accurate  copies have not
          been supplied to the Purchaser.

16.7      The Retirement Scheme is duly approved under Section 87A of the Inland
          Revenue  Ordinance  and  neither the  trustees  thereof nor any of the
          Companies  has  taken,  or omitted to take,  any  action  which  would
          prejudice  the  continued  approval  of the  Commissioner  for  Inland
          Revenue.

16.8      The  Retirement  Scheme  is duly  registered  with  the  Registrar  of
          Occupational   Retirement   Schemes   pursuant  to  the   Occupational
          Retirement  Schemes  Ordinance  (Cap 426 of the Laws of Hong Kong) and
          has  been  complying  with all  provisions  and  requirements  of such
          ordinance and the rules and regulations thereunder.

16.9      In respect of Workable Singapore:-

          16.9.1    All deductions and payments  required to be made by Workable
                    Singapore in respect of contributions  (including employer's
                    contributions) to any relevant competent authority have been
                    so made.

          16.9.2    Proper  records have been  maintained in respect of all such
                    deductions  and  payments  and  all  regulations  applicable
                    thereto have been complied with.

17.       Intellectual Property

17.1      In this Agreement:

          "Copyright"  means  copyright,  design rights,  topography  rights and
          database  rights,  whether  registered or unregistered  (including any
          applications  for  registration  of any such thing) and any similar or
          analogous rights to any of the above, whether arising or granted under
          the law of Hong Kong or of any other jurisdiction;

          "Know How" means trade secrets and confidential  business information,
          including details of supply  arrangements,  customer lists and pricing
          policy;


                                      -86-
<PAGE>

          sales targets,  sales statistics,  market share statistics,  marketing
          surveys and reports;  marketing  research;  unpatented  technical  and
          other information  including  inventions,  discoveries,  processes and
          procedures, ideas, concepts, formulae, specifications,  procedures for
          experiments  and tests and  results of  experimentation  and  testing;
          information  comprised  in Software;  together  with all common law or
          statutory  rights  protecting any such thing,  including by any action
          for breach of confidence and any similar or analogous rights to any of
          the above,  whether  arising or granted  under the law of Hong Kong or
          any other jurisdiction;

          "Intellectual  Property"  means  Patent  Rights,  Know How,  Copyright
          (including  rights in Software),  Trade Marks and IP Materials  owned,
          licensed, used or exploited by any Group Company;

          "Intellectual  Property  Agreements"  means agreements or arrangements
          relating to the Relevant IP;

          "IP Materials" means all documents,  records,  tapes, discs, diskettes
          and any other materials  whatsoever  containing  Copyright works, Know
          How or Software;

          "Patent  Rights"  means  patent   applications   or  patents,   author
          certificates, inventor certificates, utility certificates, improvement
          patents  and  models  and  certificates  of  addition,  including  any
          divisions, renewals, continuations, refilings,  confirmations-in-part,
          substitutions,  registrations, confirmations, additions, extensions or
          reissues of any such thing and any similar or analogous  rights to any
          of the above, whether arising or granted under the law of Hong Kong or
          any other jurisdiction;

          "Registered  Intellectual  Property" means the  Intellectual  Property
          owned, licensed, used or exploited by any Group Company;

          "Relevant   Action"  means   Registered   Intellectual   Property  and
          Unregistered Intellectual Property;

          "Relevant  IP"  means  all   Registered   Intellectual   Property  and
          Unregistered Intellectual Property;

          "Software"  means any and all  computer  programs  in both  source and
          object code form,  including  all modules,  routines and  sub-routines
          such programs and all source and other preparatory  materials relating
          to them,  including user requirements,  functional  specifications and
          programming specifications,  ideas, principles, programming languages,
          algorithms,   flow  charts,   logic,   logic  diagrams,   orthographic
          representations, file structures, coding sheets, coding


                                      -87-
<PAGE>

          and any manuals or other  documentation  relating to them and computer
          generated works;

          "Trade Marks" means trade or service mark  applications  or registered
          trade or service marks,  registered protected  designations of origin,
          registered  protected  geographic  origins,  refilings,   renewals  or
          reissues of any of the above, unregistered trade or service marks, get
          up and company names in each case with any and all associated goodwill
          and all  rights  or forms of  protection  of a  similar  or  analogous
          nature,  including rights which protect  goodwill,  whether arising or
          granted under the law of Hong Kong or of any other jurisdiction;

          "Unregistered   Intellectual  Property"  means  Intellectual  Property
          owned, licensed, used or exploited by any Group Company other than the
          Registered Intellectual Property;

17.2      Ownership and rights

          17.2.1    The relevant Group Company is the sole  beneficial  owner of
                    all Relevant IP.

          17.2.2    No Group Company requires any further Intellectual  Property
                    in relation to the  development,  manufacture,  marketing or
                    sale of its  products  or  services or in relation to any of
                    the processes employed in the Business.

17.3      Enforcement

          17.3.1    The  Relevant  IP is valid  and  subsisting  and none of the
                    Registered   Intellectual   Property   is  the   subject  of
                    outstanding  or threatened  disputes,  claims or proceedings
                    for  cancellation,   revocation,  opposition,  interference,
                    rectification or contested ownership.

          17.3.2    Where   registration   is   available,    applications   for
                    registration  of  all  Relevant  IP  are  being   diligently
                    prosecuted in all key industrial nations of the world and no
                    Group Company has received  adverse opinion whether from any
                    registry  concerned  or its own  advisers in relation to any
                    such application.

          17.3.3    All Registered Intellectual Property has been maintained and
                    all renewal fees have been paid on time.



                                      -88-
<PAGE>

          17.3.4    All Know-How  owned,  used or exploited by any Group Company
                    has  been  kept  secret  and  confidential  and has not been
                    disclosed to third parties.

          17.3.5    Nothing has been done to diminish  or  otherwise  affect the
                    reputation  of  unregistered  Trade  Marks,  owned,  used or
                    otherwise exploited by any Group Company.

17.4      Intellectual Property Agreements

          17.4.1    The relevant Group Company has entered into all Intellectual
                    Property Agreements whereby:

                    (a)       it  uses or  exploits  any  Intellectual  Property
                              belonging to a third party ("Licences-In");or

                    (b)       it  has   authorised   or   otherwise   permitted,
                              expressly or by implication, any use whatsoever of
                              any Intellectual Property, or granted to any third
                              party  any right or  interest  in  respect  of any
                              Intellectual Property ("Licences-Out").

          17.4.2    None  of  the  Relevant  IP  has  been  charged,  mortgaged,
                    licensed or otherwise encumbered.

          17.4.3    All Intellectual  Property  Agreements are valid and binding
                    and none has been the  subject  of any  breach or default by
                    any party or of any event which with notice or lapse of time
                    or both would constitute a default.

          17.4.4    There are no disputes,  claims or proceedings arising out of
                    or relating to the Intellectual Property Agreements.

          17.4.5    All Intellectual Property Agreements have been duly recorded
                    or  registered  with  the  proper  authorities   whenever  a
                    requirement to do so exists.

17.5      Infringement

          17.5.1    No  Group   Company  has   infringed   and   infringes   any
                    Intellectual  Property  of a third  party as a result of its
                    use or exploitation of the Relevant IP, nor will such use or
                    exploitation give rise to any infringement  dispute , claims
                    or proceedings against it.



                                      -89-
<PAGE>

          17.5.2    There  are not and have not been  any  disputes,  claims  or
                    proceedings  threatened  or in  existence  in any  court  or
                    tribunal in respect of any of the  Relevant IP as such or in
                    respect  of any  use  or  exploitation  of it by  any  Group
                    Company.

          17.5.3    There has been and is no current or anticipated infringement
                    by any third party of any Relevant IP.

18.       Information technology and telecommunications

18.1      In this Agreement:

          "Hardware" means any and all computer,  telecommunications and network
          equipment owned or used by any Group Company;

          "IT Contracts" means any agreements or arrangements with third parties
          relating to IT Systems or IT  Services,  including  all hire  purchase
          contracts  or leases of Hardware,  licences of Software,  and other IT
          procurement;

          "IT Services" means any services  relating to the IT Systems or to any
          other aspect of any Group  Company's data  processing or data transfer
          requirements,   including  facilities  management,   bureau  services,
          hardware  maintenance,  software development or support,  consultancy,
          source code deposit, recovery and network services;

          "IT Systems" means Hardware and/or Software owned or used by any Group
          Company.

18.2      Identification and ownership

          18.2.1    All IT  Systems  and  data  referred  to in  the  Disclosure
                    Documents  are  owned by the  Group,  and are not  wholly or
                    partly dependent on any facilities or services not under the
                    exclusive ownership and control of the Group.

          18.2.2    All the IT Contracts  are valid and binding.  None of the IT
                    Contracts has been the subject of any breach or default,  or
                    of any event  which  (with  notice or lapse of time or both)
                    would constitute a default, or is liable to be terminated or
                    otherwise adversely affected by the transaction contemplated
                    by this Agreement.

          18.2.3    Each Group  Company has in its  possession or in its control
                    the source code of all Software.



                                      -90-
<PAGE>

18.3      Computer operation and maintenance

          18.3.1    All IT  Systems  are in  good  working  order,  function  in
                    accordance with all applicable specifications, and have been
                    and  are  being   properly  and  regularly   maintained  and
                    replaced. No part of the IT Systems has materially failed to
                    function at any time during the five years prior to the date
                    of this Agreement.

          18.3.2    All  IT  Services  are  being  and  have  been  provided  in
                    accordance with all applicable specifications.

          18.3.3    Each Group Company has full and  unrestricted  access to and
                    use of the IT  Systems,  and no third  party  agreements  or
                    consents are  required to enable it to continue  such access
                    and use following completion of the transaction contemplated
                    by this Agreement.

          18.3.4    So far as the Sellers are aware:

                    (a)       it is not  necessary  or  desirable  to incur  any
                              further    expenditure   on   the    modification,
                              development,  expansion  or  (save  in the  normal
                              course of business) replacement of the IT Systems;
                              and

                    (b)       the   present   capacity  of  the  IT  Systems  is
                              sufficient in order to satisfy the requirements of
                              any Group  Company with regard to data  processing
                              and communications  during the period ending three
                              years from the date of this Agreement.

          18.3.5    No part of the IT  Systems  is or has been  infected  by any
                    virus  or  other  extraneously-induced  malfunction,  and no
                    person has had unauthorised  access to the IT Systems or any
                    data  stored   thereon.   Each  Group  Company   operates  a
                    documented   procedure   to  avoid   such   infections   and
                    unauthorised access.

          18.3.6    All  data  processed  using  the IT  Systems  and/or  the IT
                    Services has been regularly archived in hard copy form. Such
                    hard copies have been properly  stored and  catalogued,  and
                    are  available  for  inspection  as  required  by any  Group
                    Company from time to time.

          18.3.7    Each Group  Company has taken all steps  necessary to ensure
                    that its  business can continue in the event of a failure of
                    the IT  Systems  (whether  due to  natural  disaster,  power
                    failure or otherwise).

18.4      Year 2000



                                      -91-
<PAGE>

          The  operation of the IT Systems and the  provision of the IT Services
          will be  unaffected  by the change in year from 1999 to 2000 or by any
          related change in the field configurations containing date information
          within the IT Systems. In particular:

          18.4.1    there  will  be no  error,  malfunction  or  change  in  the
                    operation, functionality or performance of the IT Systems or
                    the provision of the IT Services;

          18.4.2    no value for current date will cause any interruption in the
                    operation  of the IT  Systems  or  the  provision  of the IT
                    Services;

          18.4.3    all  manipulations  of  time-related  data will  produce the
                    desired  results  for  all  valid  date  values  within  the
                    applicable domain;

          18.4.4    date-based  functionality will behave consistently for dates
                    prior to, during and after the year 2000;

          18.4.5    date  elements in  interfaces  and data  storage will permit
                    specifying the century to eliminate  date ambiguity  without
                    human intervention, including leap year calculations; and

          18.4.6    where any date element is represented without a century, the
                    correct century shall be unambiguous  for all  manipulations
                    involving  the  element  and  in  all  interfaces  and  data
                    storage,  the century in any date shall be specified  either
                    explicitly  or  by  unambiguous  algorithms  or  inferencing
                    rules.

19.       Legislation

          No Group Company is in breach of or has received notice of or is aware
          of any  allegation of breach of the  requirements  of any  legislation
          which is applicable to it.

20.       Properties

20.1      General

          20.1.1    The Properties comprise all the property owned,  controlled,
                    used or occupied by the Group and all the estates, interests
                    or  rights  vested  in  any  of the  Group  relating  to any
                    property and land.



                                      -92-
<PAGE>

          20.1.2    No Group Company has liability  (whether actual,  contingent
                    or otherwise) as tenant, assignee, guarantor,  covenantor or
                    otherwise  arising from or relating to any estate,  interest
                    or right in any land other than the Properties.

          20.1.3    No Group Company has surrendered any lease or tenancy to the
                    landlord without first  satisfying  itself that the landlord
                    had  good  title  to  accept  such   surrender  and  without
                    receiving  from the  landlord an absolute  release  from all
                    liability arising under such lease or tenancy.

          20.1.4    No  structural  or other defects have appeared in respect of
                    or  affecting  the  buildings  in which the  Properties  are
                    situated and  structures on or comprising  the Properties or
                    any part thereof and all such  buildings and  structures are
                    in good and substantial repair and condition.

20.2      HK Properties

          In relation to each HK Property:

          20.2.1    Collateral assurances and undertakings

                    No collateral assurances, undertakings, waivers, releases or
                    concessions  have  been  made by any  party to the  relevant
                    lease.

          20.2.2    Head lease

                    The relevant lease is a head lease.

          20.2.3    Consents

                    Any consents  (including,  without  limitation,  mortgagee's
                    consent) required for the grant of the relevant lease or the
                    vesting  of the  relevant  lease in  Workable  HK or for the
                    grant of any  sub-lease  or for any works  carried out by or
                    change of use effected by the tenant have been  obtained and
                    placed with the  documents  of title along with  evidence of
                    the   registration  of  any  such  grant  or  vesting  where
                    requisite.

          20.2.4    Restrictions on use

                    There  are  no  restrictions  in  the  relevant  lease,  the
                    relevant deed of mutual  covenants,  the relevant land grant
                    or the  relevant  planning  or  building  regulations  which
                    prevent  the  property  from being used now in the  ordinary
                    course  of  business  of the  Companies  which  prevent  the
                    property  from  being  used now


                                      -93-
<PAGE>

                    in the  ordinary  course of business of the  Companies or in
                    the future for the present use.

          20.2.5    Adverse matters

                    There are no matters  affecting the property (other than any
                    referred to in the relevant  lease)  which are  protected by
                    registration   against  any  owner  in  the  relevant   Land
                    Registry.

          20.2.6    Loading Capacity

                    The weight of all plant,  machinery and equipment  currently
                    situated  at the  property  is not in excess of the  maximum
                    loading  capacity allowed under the deed of mutual covenants
                    to which the property is subject.

20.3      Singapore Property

          In relation to the Singapore Property:

          20.3.1    Details of Leases

                    The  details  of the  Singapore  Lease  set out in Part 2 of
                    Schedule 3 (Properties and Leases) are complete and accurate
                    in all respects.

          20.3.2    Collateral assurances and undertakings

                    No collateral assurances, undertakings, waivers, releases or
                    concessions  have been  made by any  party to the  Singapore
                    Lease.

          20.3.3    Terms

                    The terms of the  Singapore  Lease are  equivalent  to those
                    which would have been  negotiated at arm's length as between
                    a willing  landlord and a willing  tenant at the time of its
                    grant and it contains nothing which is materially adverse to
                    the interests of Workable Singapore.

          20.3.4    Head lease

                    The Singapore Lease is a head lease.



                                      -94-
<PAGE>

          20.3.5    Consents

                    Any consents  (including,  without  limitation,  mortgagee's
                    consent)  required for the grant of the  Singapore  Lease or
                    the vesting of the Singapore Lease in Workable  Singapore or
                    for the grant of any  sub-lease or for any works carried out
                    by or  change  of use  effected  by  the  tenant  have  been
                    obtained  and placed with the  documents of title along with
                    evidence  of the  registration  of any such grant or vesting
                    where requisite.

          20.3.6    Payment of rent

                    The last  instalment of rent (and service charge if any) was
                    paid to and  was  accepted  by the  landlord  or its  agents
                    without qualification.

          20.3.7    Memoranda of rent review

                    Where the current  annual rent is not the same as the annual
                    rent originally reserved by the Singapore Lease, evidence of
                    its  agreement  or  determination  has been  placed with the
                    documents of title.

          20.3.8    Rent review

                    All steps in rent  reviews  have been duly taken and no rent
                    reviews are or should be currently under  negotiation or the
                    subject of a  reference  to an expert or  arbitrator  or the
                    courts.

          20.3.9    Restrictions on use

                    There  are no  restrictions  in  the  Singapore  Lease,  the
                    relevant land grant,  the relevant deed of mutual  covenants
                    or the  relevant  planning and  building  regulations  which
                    prevent the  Singapore  Property  from being used now in the
                    ordinary  course of  business  of the  Subsidiary  or in the
                    future  for  the  present  use in  the  ordinary  course  of
                    business of Workable Singapore.

          20.3.10   Rights of re-entry

                    The  Singapore  Lease is not  expressed  to be  subject to a
                    right of re-entry on any ground except  non-payment  of rent
                    or breach of covenant by the tenant.

          20.3.11   Improvements

                    Where the Singapore  Lease  provides for review of rent, any
                    alterations   or   improvements   carried  out  by  Workable
                    Singapore or any  predecessor in title are to be disregarded
                    for review purposes save where any such

                                      -95-
<PAGE>

                    alterations or improvements  were carried out pursuant to an
                    obligation to the landlord.

          20.3.12   Adverse matters

                    There are no matters affecting the Singapore Property (other
                    than any  referred  to in the  Singapore  Lease)  which  are
                    protected by registration  against any owner in the relevant
                    land registry in Singapore.

          20.3.13   Loading Capacity

                    The weight of all plant,  machinery and equipment  currently
                    situated at the  Singapore  Property is not in excess of the
                    maximum  loading  capacity  allowed under the deed of mutual
                    covenants to which the Singapore Property is subject.



                                      -96-
<PAGE>

                                     Part 2

                               Taxation Warranties

21.       Taxation

21.1      General

          21.1.1    Notices and returns

                    All notices, returns,  computations and registrations of the
                    relevant  Group  Company for the  purposes of Taxation  have
                    been made  punctually  on a proper basis and are correct and
                    none of them is,  or is  likely to be,  the  subject  of any
                    dispute with any Taxation Authority.

          21.1.2    Information

                    All  information  supplied by the relevant Group Company for
                    the  purposes  of  Taxation  was when  supplied  and remains
                    complete and accurate in all material respects.

          21.1.3    Payment of Tax due

                    All Taxation  which the relevant  Group Company is liable to
                    pay prior to Completion has been or will be so paid prior to
                    Completion.

          21.1.4    Penalties or interest on Tax

                    No Group  Company has within the period of six years  ending
                    on the date of this  Agreement  paid or become liable to pay
                    any penalty,  fine,  surcharge or interest charged by virtue
                    of the provisions of any Taxation Statute.

          21.1.5    Investigations

                    No Group  Company  has been  subject  to any  visit,  audit,
                    investigation,  discovery  or access  order by any  Taxation
                    Authority and there are no circumstances existing which make
                    it likely that a visit, audit,  investigation,  discovery or
                    access order will be made.

          21.1.6    Residence

                    Each  Group  Company is and  always  has been  resident  for
                    Taxation  purposes only in the  jurisdiction  in which it is
                    incorporated.



                                      -97-
<PAGE>

          21.1.7    Tax provision

                    Full  provision or reserve has been made in the Accounts for
                    all  Taxation  assessed  or  liable  to be  assessed  on the
                    relevant  Group  Company or for which it is  accountable  in
                    respect  of  income,  profits  or gains  earned,  accrued or
                    received  or deemed to be earned,  accrued or received on or
                    before the Balance Sheet Date, including  distributions made
                    down to such date or provided for in the Accounts and proper
                    provision  has  been  made  in  the  Accounts  for  deferred
                    Taxation in accordance  with generally  accepted  accounting
                    principles.

          21.1.8    Concessions and arrangements

                    The amount of  Taxation  chargeable  on the  relevant  Group
                    Company during any accounting period ending on or within the
                    six years before the Balance  Sheet Date has not depended on
                    any  concessions,  agreements  or other  formal or  informal
                    arrangements with any Taxation Authority.

          21.1.9    Anti-avoidance provisions

                    No Group Company is a party to any scheme or  arrangement of
                    which the main purpose, or one of the main purposes, was the
                    avoidance  of or  the  reduction  in or  the  deferral  of a
                    liability to Taxation.

          21.1.10   Transactions requiring clearance or consent

                    All  particulars  furnished  to any  Taxation  Authority  in
                    connection  with an application  for clearance or consent by
                    the relevant Group Company or on its behalf or affecting the
                    relevant  Group  Company  has been made and  obtained on the
                    basis  of  full  and  accurate  disclosure  to the  relevant
                    Taxation  Authority  of  all  relevant  material  facts  and
                    considerations;  and any  transaction for which clearance or
                    consent was  obtained  has been  carried into effect only in
                    accordance  with the  terms  of the  relevant  clearance  or
                    consent.

          21.1.11   Calculation of Taxation liability

                    Each Group Company has  sufficient  records  relating to the
                    past  seven  years to  permit  accurate  calculation  of the
                    Taxation  liability  or  relief  which  would  arise  upon a
                    disposal or realisation on completion of each asset owned by
                    the  relevant  Group  Company at the  Balance  Sheet Date or
                    acquired by the relevant  Group  Company since that date but
                    before Completion.



                                      -98-
<PAGE>

          21.1.12   Claims and disclaimers

                    Each  Group  Company  has  duly  submitted  all  claims  and
                    disclaimers  the  making of which has been  assumed  for the
                    purposes of the Accounts.

          21.1.13   Outstanding claims, elections and appeals

                    No Group Company is entitled:

                    (a)       to  make  any  claim  (including  a  supplementary
                              claim),  disclaimer  or election  for relief under
                              any Taxation Statute;

                    (b)       to appeal against any assessment or  determination
                              relating to Taxation; or

                    (c)       to apply for a postponement of Taxation.

21.2      Estate Duty

          There has been no transfer of any property to any Group  Company which
          has  given or may give  rise to any  claim,  assessment  or  demand in
          relation to estate duty under Section 35 of the Estate Duty  Ordinance
          (Cap 111 of the Laws of Hong Kong) and there is no charge or potential
          charge on any property or assets of any Group Company under Section 18
          or Section 43(6) of the Estate Duty Ordinance.

21.3      Profits Tax

          All  remuneration,  compensation  payments,  payments on retirement or
          removal from an office or employment and other sums paid or payable to
          employees  or officers or former  employees  or officers of each Group
          Company and all interest, annuities,  royalties, rent and other annual
          payments  paid or  payable by that Group  Company  (whether  before or
          after the date hereof)  pursuant to any obligation in existence at the
          date  hereof  are and will (on the basis of the  Taxation  Statute  in
          force at the date  hereof) be  deductible  for  profits  tax  purposes
          either in computing  the profits of that Company or as a charge on its
          income.

21.4      Stamp duty

          Save for the documents signed on Completion,  all stampable  documents
          wheresoever  executed  (other than those which have ceased to have any
          legal  effect)  to  which  any  Group  Company  is a party  have  been
          adequately,  duly and fully stamped or stamped with a particular stamp
          denoting  that no stamp duty is  chargeable.  Since the Balance  Sheet
          Date there have been and are no


                                      -99-
<PAGE>

          circumstances  or  transactions  to which any Group  Company is or has
          been a party such that a  liability  to stamp  duty or any  penalty in
          respect of such duty will arise on any Group  Company.  All  documents
          signed  on  Completion  will be  fully  and  duly  stamped  as soon as
          practicable  after  Completion and in any event within  statutory time
          limits so that no penalty shall be payable for late stamping.

21.5      Tax registration of Workable Singapore

          In  relation to goods and  services  tax and/or  value-added  or other
          similar tax, Workable Singapore:

          21.5.1    has been duly registered and is a taxable person;

          21.5.2    has  complied  with  all  statutory  requirements,   orders,
                    provisions, directions, or conditions;

          21.5.3    maintains  complete,  correct  and up to date  records as is
                    required by the applicant legislation; and

          21.5.4    has not been required by the relevant authorities of customs
                    and excise to give security.


                                     -100-
<PAGE>

                                   Schedule 8

                      List of documents in the agreed form


1.        Tax  Deed   (Schedule   5   paragraphs   1(f)  and  2(d)   (Completion
          Obligations))

2.        Escrow  Agreement  (Schedule 5  paragraphs  1(n) and 2(f)  (Completion
          Obligations))

3.        Powers  of   attorney   (Schedule   5   paragraph   1(m)   (Completion
          Obligations))

4.        Service Agreements (Schedule 5 paragraph 1(p) (Completion Obligations)


                                     -101-
<PAGE>

                                   Schedule 9

                                Retirement Scheme


1.        Notwithstanding  Clause 13, there is no requirement in connection with
          the  transaction  contemplated by this Agreement to set out provisions
          in this Agreement in connection with any applicable Retirement Scheme.


                                     -102-
<PAGE>

                                   Schedule 10
                                  Certificates

                                     Part 1
                              Sellers' Certificate


Each of the  Sellers  shall  deliver a  certificate  dated the  Completion  Date
containing the following representations and warranties, namely that:

1.        He  understands  that the  Purchaser  and CGII  are  relying  upon the
          following  statements in determining  whether CGII may issue the Fixed
          Consideration  Shares to Hacienda  Resources  Limited the ("Allottee")
          under applicable securities laws of the United States.

2.        He  understands  that the  Fixed  Consideration  Shares  are not being
          registered  under the  Securities  Act, and that such shares are being
          issued  to  the  Allottee  in  reliance  on  an  exemption   from  the
          registration  requirements  under the Securities Act for a transaction
          not involving any public offering.

3.        He understands that the Fixed Consideration Shares cannot be resold by
          the Allottee  unless they are  registered  under the Securities Act or
          unless  an  exemption  from  registration  is  available,  and that an
          appropriate  legend  to the  foregoing  effect  will be  placed on the
          certificates  representing  the Fixed  Consideration  Shares and "stop
          transfer" instructions will be given to CGII's transfer agent.

4.        He has been afforded the  opportunity  to ask questions of and receive
          answers from, directors and executive officers of CGII concerning CGII
          and the terms and conditions of the Fixed Consideration Shares.

5.        He has been  afforded the  opportunity  to consult with United  States
          securities  counsel  regarding  the  restricted  nature  of the  Fixed
          Consideration Shares.

6.        The Fixed  Consideration  Shares  are being  acquired  by him  through
          allotment  thereof to the Allottee for his own account for  investment
          and not for distribution or resale, directly or indirectly, within the
          meaning of the  Securities  Act other than  pursuant  to  registration
          thereunder  or  in  accordance  with  an  exemption  therefrom,   such
          exemption  (if other than Rule 144,  Rule 144A or  Regulation S) to be
          evidenced by an opinion of counsel to Allottee, acceptable to CGII.



                                     -103-
<PAGE>

7.        He has been provided with copies of the following  documents (the "SEC
          Documents")  filed  by CGII  with the  United  States  Securities  and
          Exchange Commission:

          (a)       the final  prospectus  forming  part of CGII's  Registration
                    Statement on Form S-1, as amended (File No.333-46541); and

          (b)       CGII's  report on Form 10-Q for each of the fiscal  quarters
                    ended 31 March 1998, 30 June 1998 and 30 September 1998.

8.        He  acknowledges  that  neither  the  Purchaser  nor  CGII  nor  their
          respective  officers  and  agents  have  made any  representations  or
          warranties, whether orally or in writing, or express or implied, as to
          the financial condition,  assets, operations,  business,  prospects or
          condition of CGII and the CGII Stock, and that he has relied solely on
          the information  contained in the SEC Documents in making the decision
          to acquire the Fixed Consideration Shares.

9.        He,  together with , are the sole owners of the issued and outstanding
          capital stock of Hacienda Resources Limited ("Allottee"). There are no
          outstanding options,  contracts,  calls,  commitments or agreements of
          any character relating to the capital stock of Allottee generally, and
          there are no outstanding  securities or other instruments  convertible
          into or  exchangeable  for shares of capital  stock of  Allottee,  and
          there are no commitments to issue any such securities or instruments.


                                     -104-
<PAGE>

                                   Schedule 10
                                     Part 2
                             Allottee's Certificate

The Allottee shall deliver a certificate  dated the Completion  Date  containing
the following representations and warranties, namely that:

1.        It  understands  that the  Purchaser  and CGII  are  relying  upon the
          following  statements in determining  whether CGII may issue the Fixed
          Consideration  Shares to it under  applicable  securities  laws of the
          United States.

2.        It  understands  that the  Fixed  Consideration  Shares  are not being
          registered  under the  Securities  Act, and that such shares are being
          issued  to it  in  reliance  on an  exemption  from  the  registration
          requirements  under the Securities Act for a transaction not involving
          any public offering.

3.        It understands that the Fixed Consideration Shares cannot be resold by
          it unless they are  registered  under the  Securities Act or unless an
          exemption  from  registration  is available,  and that an  appropriate
          legend to the  foregoing  effect  will be  placed on the  certificates
          representing  the  Fixed  Consideration  Shares  and  "stop  transfer"
          instructions will be given to CGII's transfer agent.

4.        It has been afforded the  opportunity  to ask questions of and receive
          answers from, directors and executive officers of CGII concerning CGII
          and the terms and conditions of the Fixed Consideration Shares.

5.        It has been  afforded the  opportunity  to consult with United  States
          securities  counsel  regarding  the  restricted  nature  of the  Fixed
          Consideration Shares.

6.        The Fixed  Consideration  Shares are being  acquired by it for its own
          account for investment and not for  distribution or resale directly or
          indirectly  within  the  meaning  of the  Securities  Act  other  than
          pursuant to registration thereunder or in accordance with an exemption
          therefrom,  such  exemption  (if other  than  Rule  144,  Rule 144A or
          Regulation  S) to be  evidenced  by an opinion of counsel to  Allottee
          acceptable to CGII.

7.        It has been provided with copies of the following  documents (the "SEC
          Documents")  filed  by CGII  with the  United  States  Securities  and
          Exchange Commission:

          (a)       the final  prospectus  forming  part of CGII's  Registration
                    Statement on Form S-1, as amended (File No.333-46541); and



                                     -105-
<PAGE>

          (b)       CGII's  report on Form 10-Q for each of the fiscal  quarters
                    ended 31 March 1998, 30 June 1998 and 30 September 1998.

8.        It  acknowledges  that  neither  the  Purchaser  nor  CGII  nor  their
          respective  officers  and  agents  have  made any  representations  or
          warranties, whether orally or in writing, or express or implied, as to
          the financial condition,  assets, operations,  business,  prospects or
          condition of CGII and the CGII Stock, and that it has relied solely on
          the information  contained in the SEC Documents in making the decision
          to acquire the Fixed Consideration Shares.

9.        Lam Hok Ling and Tung Hok Ki are the sole  owners  of its  issued  and
          outstanding   capital  stock.   There  are  no  outstanding   options,
          contracts,  calls, commitments or agreements of any character relating
          to  its  capital  stock  generally,   and  there  are  no  outstanding
          securities or other  instruments  convertible into or exchangeable for
          shares of its capital stock, and there are no commitments to issue any
          such securities or instruments.



                                     -106-
<PAGE>

                         THIS PAGE IS DELIBERATELY BLANK



                                     -107-
<PAGE>



SIGNED SEALED and DELIVERED                 )
by LAM HOK LING in the presence of:-        )





SIGNED SEALED and DELIVERED                 )
by TUNG HOK KI in the presence of:-         )





SEALED with the Common Seal of and          )
SIGNED by                                   )
for and on behalf of                        )
HACIENDA RESOURCES LIMITED                  )
in the presence of:-                        )





SIGNED SEALED and DELIVERED                 )
by                                          )
duly appointed attorney of                  )
CUNNINGHAM GRAPHICS                         )
INTERNATIONAL, S.A.                         )
in the presence of:-                        )



SIGNED SEALED and DELIVERED                 )
by                                          )
duly appointed attorney of                  )
CUNNINGHAM GRAPHICS                         )
INTERNATIONAL, INC.                         )
in the presence of:-                        )



                                      -108-





                         Dated ___________________ 1999



                            WORKABLE COMPANY LIMITED


                                       and


                                  LAM HOK LING



               ---------------------------------------------------

                                SERVICE AGREEMENT

               ---------------------------------------------------







                                 Cameron McKenna
                                    5th Floor
                             Tower One Lippo Centre
                                  89 Queensway
                                    Hong Kong
                                T +852 2846 9100
                                F +852 2845 3575
                           Ref: JAO/GMC/NKT/02485.0001



<PAGE>

THIS AGREEMENT is made the           day of                       1999

BETWEEN:-

(1)    The Company:  WORKABLE  COMPANY LIMITED,  a company  incorporated in Hong
       Kong whose registered office is at Unit 1, 1st Floor, Tak King Industrial
       Building, 27 Lee Chung Street, Chai Wan, Hong Kong; and

(2)    You: LAM HOK LING of Flat A, 20th Floor,  Block 2, Eden Garden,  9-11 Lok
       Tung Path, Shatin New Territories, Hong Kong.

1.     Employment

1.1    Your  employment  under this  Agreement will commence on the date of this
       Agreement (the "Commencement Date") and will continue until terminated by
       either party  giving to the other not less than six months'  prior notice
       to expire on or at any time after the date  which is 36 months  after the
       Commencement Date.

1.2    Your period of continuous  employment with the Group commenced on 1 April
       1988.

1.3    You are  employed as a senior  executive  of the Company and will perform
       such duties as may be reasonably  assigned to you from time to time by or
       with the authority of the Board. At the Commencement Date, your job title
       is Joint Managing Director.

1.4    You  will  (without  further  remuneration),  if and  for as  long as the
       Company requires, during this Agreement:

       1.4.1  carry  out  duties  for the  benefit  of or on behalf of any Group
              Company; and/or

       1.4.2  hold any office  and/or other  appointment  in or on behalf of the
              Group;

1.5    You will, at all times during the period of this Agreement:

       1.5.1  devote the whole of your time,  attention and ability  during your
              hours of work (as set out in  Clause  1.6) to the  duties  of your
              employment;

       1.5.2  faithfully  and  diligently  perform your duties and exercise only
              such powers as are consistent with them;

       1.5.3  obey all and any lawful and reasonable directions of the Board;

       1.5.4  act  only in  accordance  with  the  Memorandum  and  Articles  of
              Association  of the Company or,  where  acting  pursuant to Clause
              1.4, of the relevant Group Company;

       1.5.5  use your best  endeavours  to promote the  interests of the Group;
              and

       1.5.6  keep the Board  promptly  and fully  informed  (in  writing  if so
              requested) of your conduct of the business or affairs of the Group
              and provide such explanations as they may require.



                                       1

<PAGE>

1.6    Your  hours  of work are the  normal  hours of  business  of the  Company
       together  with  such  additional  hours  as may be  necessary  for you to
       perform your duties properly.

1.7    Your normal place of work is the Company's  office at Tak King Industrial
       Building,  27 Lee Chung  Street,  Chai Wan,  Hong Kong  and/or such other
       place of business of the Group as the Board may  reasonably  require from
       time to time.  You will,  if and for as long as required by the  Company,
       make visits in the ordinary course of your duties to such places anywhere
       in the world as it may specify.

2.     Pay

2.1    During your  employment,  the Company will  reimburse  you at the rate of
       HK$1,300,000  each year (or such  higher  rate as may be  awarded  to you
       pursuant  to Clause 2.3) which will accrue from day to day and be payable
       in equal monthly  instalments in arrears on or about the last working day
       of each month (the "Remuneration").  The Remuneration is inclusive of all
       and any fees  receivable by you as the holder of offices or  appointments
       within the Group or on behalf of the Company or any Group  Company and is
       to be  apportioned  by you  between  salary  (the  "Salary")  and housing
       allowance  (the  "Housing   Allowance")   in  accordance   with  relevant
       provisions of Hong Kong law in proportions to be agreed by the Board.

2.2    The  Housing   Allowance   must  be   supported   by  receipts  or  other
       documentation  evidencing the  expenditure in accordance  with procedures
       which will be advised to you by the Board.

2.3    On or about 31 December in each year (starting on 31 December 1999), your
       Remuneration  will be reviewed by the Board and the Board may in its sole
       discretion decide to increase the rate of the Remuneration.

2.4    Subject  to and in  accordance  with  rules  of the  bonus  or  incentive
       compensation  plan of the Company or Cunningham  Graphics  International,
       Inc. ("CGI") for the time being in force, you will be eligible to receive
       a bonus each year,  payable  within 90 days after the end of the relevant
       fiscal year of the Company,  of such amount,  if any, as the Compensation
       Committee  of  CGI  determines  in  its  absolute  discretion  to  be  an
       appropriate bonus for the Managing Director of the Company, having regard
       to your and the Company's  achievement of performance  goals set annually
       in advance by the Compensation Committee in consultation with you.

3.     Fringe Benefits

3.1    You are  entitled  to be and  remain a member  of the  Company's  pension
       scheme  (the  "Scheme")  subject  to the  terms  of the  deed  and  rules
       governing its operation from time to time. The Company is entitled at any
       time  to  terminate  the  Scheme  or your  membership  of it  subject  to
       procuring membership for you of another pension scheme (the "New Scheme")
       providing you with benefits which are not, in aggregate,  less favourable
       than the  benefits  provided  to you  under the  Scheme  and  subject  to
       procuring  that you are fully  credited  in the New  Scheme for your past
       pensionable service under the Scheme.

3.2    The Company will,  subject to Inland  Revenue  limits for the time being,
       contribute  (in  monthly  instalments  in arrears) to the Scheme for each
       year of your  employment an amount equal to 10% of your  Remuneration  at
       the rate then payable.



                                       2

<PAGE>

3.3    The Company will provide you with life assurance cover of four times your
       Remuneration payable in the event of your death in service.

3.4    You,  your spouse and your  children  (if any) who are less than 18 years
       old are  entitled  to  participate  in any  permanent  health and medical
       expenses  insurance  schemes  maintained by the Company from time to time
       for the benefit of its senior executives,  subject always to the rules of
       such schemes, including without limitation,  each of you, your spouse and
       children  undertaking  a  medical  for the  purposes  of  such  insurance
       schemes.

3.5    The Company will  reimburse  you for  reasonable  Automobile  Expenses in
       connection with the car currently used by you.  Subject to the aforesaid,
       the Company  will provide a suitable  (having  regard to the image of the
       Company and to your  status  within the  Company)  car for use on Company
       business  and you agree to ensure  that it is  appropriately  maintained,
       repaired,  cleaned,  taxed and insured for such use.  For the purposes of
       this clause, Automobile Expenses shall mean:-

       3.5.1  petrol expenses; and

       3.5.2  tunnel charges; and

       3.5.3  the cost of comprehensive motor vehicle insurance; and

       3.5.4  the cost of road tax and the licence fee  applicable in Hong Kong;
              and

       3.5.5  the costs of maintaining the car in proper working order including
              the cost of workshop repairs.

3.6    You must comply  with all Group  regulations  relating  to Company  cars,
       notify the Company  immediately of any accident  involving your car while
       being used on Company  business and of any charge brought against you for
       a traffic offence.

4.     Expenses

4.1    The  Company  will  reimburse  you  with  your   reasonable   travelling,
       telephone,  hotel,  entertainment and other business expenses incurred in
       the course of your duties provided that you comply with Group regulations
       from time to time in this respect and provide the Company  with  receipts
       or other proof of payment as the Company may require.

4.2    You must make available for business use your home telephone. The Company
       will  reimburse  you  with the cost of  bills  for  your  home  telephone
       provided  you use any  supplier or system  designated  by the Company and
       provided you disclose to the Company any overseas telephone calls not for
       the purposes of the  business,  in respect of which the Company  reserves
       the right not to reimburse you.

5.     Holiday

5.1    In  addition to public  holidays,  you are  entitled to 21 working  days'
       holiday without loss of pay in each holiday year (which runs from January
       to  December) to be taken at such time or times as may be  authorised  in
       advance by the Board.  In any holiday  year you may carry  forward to the
       next  subsequent  holiday year upto a maximum of 6 untaken  working days'
       holiday  so that,  for the  avoidance  of doubt,  the  maximum  number of
       working  days'  holiday  which you may take in any holiday year shall not

                                       3

<PAGE>

       exceed 27 working days.  You may not,  except as provided in this clause,
       carry forward any unused part of your holiday entitlement to a subsequent
       holiday year and no payment in lieu will be paid therefor.

5.2    In the first  holiday  year and in the  holiday  year in which you leave,
       your  entitlement  to  holiday  will be  calculated  at the  rate of 1.25
       working days' holiday for each complete calendar month of your employment
       by the  Company  during  that  holiday  year.  Unless  you are  dismissed
       pursuant to Clause 8.2,  you will be  entitled on  termination  to pay in
       lieu of any unused  holiday  entitlement.  If you have  taken  holiday in
       excess of your  accrued  entitlement,  you will be  required to repay any
       excess  Remuneration  you have received for such  holiday.  The basis for
       payment and repayment is 1/360th of your Remuneration for each day.

6.     Incapacity

6.1    If you are absent from work because of illness, mental disorder or injury
       ("Incapacity"),  you must  report  that fact  immediately  to the Company
       Secretary and, after seven  continuous  days'  absence,  provide  medical
       practitioners'  certificate(s)  of  your  Incapacity  and its  cause  for
       sickness  allowance  purposes  covering the whole period of your absence.
       For sickness  allowance  purposes,  your  qualifying days are your normal
       working days.

6.2    If you are absent from work due to Incapacity  and have complied with the
       provisions of Clause 6.1, you will continue to be paid sickness allowance
       in accordance with the Ordinance.  If your absence exceeds 30 consecutive
       days, the Company will be entitled to appoint a temporary  replacement to
       cover your absence.

6.3    You will,  whenever  requested by the Board (in  circumstances  where the
       Board has  reasonable  grounds to believe that you may be suffering  from
       any  Incapacity  or that  you may not be fit to carry  out your  duties),
       submit to examination by a medical practitioner  selected and paid for by
       the Company.  You hereby authorise such medical  practitioner to disclose
       to and discuss with the Board any matters  which,  in his opinion,  might
       hinder or prevent you (if during a period of  Incapacity)  from returning
       to  work  for  any  period  or (in  other  circumstances)  from  properly
       performing your duties at any time.

7.     Confidentiality and Integrity

7.1    During your employment under this Agreement, you will not:-

       7.1.1  directly or  indirectly  receive or obtain any  discount,  rebate,
              commission or other inducement  (whether in cash or in kind) which
              is not authorised by  regulations or guidelines  from time to time
              governing dealings by executives on behalf of the Company,  or, if
              you do, you will account immediately to the Company for the amount
              so received;

       7.1.2  directly or  indirectly  disclose or make use of any  Confidential
              Information for any purpose other than a legitimate purpose of the
              Company;

       7.1.3  (except in the proper course of your duties under this  Agreement)
              remove from  Company  premises or copy or allow others to copy the
              contents of any



                                       4

<PAGE>

              document,  computer  disk,  tape  or  other  tangible  item  which
              contains  any  Confidential  Information  or which  belongs to the
              Company; or

       7.1.4  at any time make any untrue or  misleading  statement  relating to
              the Group.

8.     Termination of agreement

8.1    This Agreement will automatically terminate:

       8.1.1  when you reach your 65th birthday; or

       8.1.2  if you are prohibited by law from being a director;

8.2    The  Company  will be  entitled,  by giving  notice,  to  terminate  this
       Agreement with immediate effect if you:

       8.2.1  commit any act of gross misconduct or repeat or continue any other
              breach of your obligations under this Agreement; or

       8.2.2  engage in any  conduct  which,  in the  reasonable  opinion of the
              Board,  is  likely  to  cause  your  continued  employment  to  be
              detrimental to the interests of the Group and fail, within 60 days
              of receiving written notice from the Company,  to cure the matter;
              or

       8.2.3  are convicted of any criminal offence; or

       8.2.4  commit  any act of  dishonesty,  whether or not  relating  to your
              employment; or

       8.2.5  become bankrupt or make any  arrangement or composition  with your
              creditors generally; or

       8.2.6  resign or vacate  your  office as a director of the Company or any
              Group Company; or

       8.2.7  are, in the  reasonable  opinion of the Board,  incompetent in the
              performance of your duties having failed within 60 days of written
              notice from the Company, to remedy the position.

8.3    The Company will be entitled to terminate this Agreement  notwithstanding
       Clause 6.2 or your entitlement at that time to sick pay or benefits under
       the Company's  permanent health insurance  scheme, by notice which is not
       less than your then  entitlement to statutory  minimum notice plus a week
       given at any time when you have been absent  from work due to  Incapacity
       for a period or periods  aggregating  120 days in the preceding 12 months
       provided  that the Company will  withdraw  any such notice if,  before it
       expires,  you resume your duties full time and provide  medical  evidence
       satisfactory  to the  Board  that  you are  fully  recovered  and that no
       recurrence of your Incapacity can reasonably be anticipated.

8.4    On serving or receiving notice to terminate this Agreement or at any time
       thereafter  during the  currency  of such  notice the  Company is, at its
       discretion,  entitled  to pay you your  Remuneration  (at the  rate  then
       payable under Clause 2.1 hereof) together



                                       5

<PAGE>

       with  monetary   compensation   for  loss  of  all  fringe  benefits  and
       reimbursement of expenses in lieu of notice.

8.5    At any time after notice  (including  summary  notice) to terminate  this
       Agreement has been served or received by the Company, the Company may:-

       8.5.1  require you to resign  (without any claim for  compensation)  from
              any  offices  and/or  appointments  which you hold as a  director,
              nominee or  representative  of the  Company or any Group  Company;
              and/or

       8.5.2  require you to transfer,  without  payment,  to the Company (or as
              the  Company  may  direct)  any   qualifying   shares  or  nominee
              shareholdings provided to you by or held by you in or on behalf of
              any Group Company; and/or

       8.5.3  require  you to return to the  Company on request  any  documents,
              computer  disks  and  tapes  and  other  tangible  items  in  your
              possession  or under your  control  which belong to the Company or
              which contain or refer to any Confidential Information; and/or

       8.5.4  require  you to  delete  all  Confidential  Information  from  any
              computer  disks,   tapes  or  other  re-usable  material  in  your
              possession  or under your control and destroy all other  documents
              and tangible items in your  possession or under your control which
              contain or refer to any Confidential Information; and/or

       8.5.5  suspend  you from  the  performance  of all or any of your  duties
              under  this  Agreement  provided  that  the  period  of  any  such
              suspension may not exceed 6 months and provided further that where
              such  action  is taken  following  notice  being  provided  to the
              Company by you in  circumstances  where you are in full compliance
              with your obligations under this Agreement,  such suspension shall
              be without  prejudice to the  benefits  accruing to you under this
              Agreement; and/or

       8.5.6  appoint a replacement to hold the same or similar job title as you
              and/or  to carry  out all or any of your  duties  instead  of you;
              and/or

       8.5.7  exclude you from all or any premises of the Group; and/or

       8.5.8  require you not, without the prior consent of the Board, to engage
              in any  contact  (whether  or not at your own  instance)  with any
              customer,  supplier,  employee,  director, officer or agent of any
              company  in  the  Group  which  touches  and  concerns  any of the
              business affairs of the Group.

8.6    If you fail to comply with  Clauses  8.5.1 and/or 8.5.2 within seven days
       of being so required,  the Company is hereby  irrevocably  authorised  to
       appoint  some person in your name and on your behalf to sign any document
       or do any thing  necessary  or  requisite  to effect such  resignation(s)
       and/or  transfer(s)  (without  prejudice to any claims which you may have
       against the Company arising out of this Agreement or its termination).



                                       6

<PAGE>

9.     Intellectual Property

9.1    In relation to each and every  improvement,  invention or discovery which
       relates  either  directly or  indirectly  to the  business of the Company
       which you (jointly or alone) make at any time during your employment, you
       will:-

       9.1.1  promptly disclose full details, including any drawings and models,
              of it to enable the Company to determine  whether or not, applying
              the provisions of section 57 of the Patents  Ordinance (Cap 514 of
              the Laws of Hong  Kong),  it is the  property  of the  Company  (a
              "Company Invention");

       9.1.2  hold any Company  Invention  in trust for the Company  and, at its
              request and  expense,  do all things  necessary  or  desirable  to
              enable the Company or its nominee to exploit the Company Invention
              for commercial  purposes and to secure patent or other appropriate
              forms of protection for it anywhere in the world.  Decisions as to
              the patenting and exploitation of any Company Invention are at the
              sole discretion of the Company;

9.2    In  relation to each and every  copyright  work or design  which  relates
       either  directly or indirectly to the business of the Company (a "Company
       Work") which you (jointly or alone) originate, conceive, write or make at
       any time during the period your employment:-

       9.2.1  you will  promptly  disclose  such  Company  Work to the  Company.
              Company Works made wholly  outside your normal working hours which
              are wholly  unconnected with your employment are excluded from the
              ambit of Clause 9.2;

       9.2.2  you hereby assign to the Company by way of future  assignment  all
              copyright,  design  right and other  proprietary  rights  (if any)
              throughout the world in such Company Work;

       9.2.3  you hereby irrevocably and unconditionally  waive in favour of the
              Company any and all moral  rights  conferred on you by Division IV
              of Part II of the Copyright Ordinance (Cap 528 of the Laws of Hong
              Kong) in relation to any such Company Works;

       9.2.4  you  acknowledge  that,  for the  purposes of section  3(3) of the
              Registered  Designs  Ordinance (Cap 522 of the Laws of Hong Kong),
              such Company Works is created in the course of your employment;

9.3    You agree that (at the request and  expense of the  Company)  you will do
       all things  necessary  or  desirable  to  substantiate  the rights of the
       Company to each and every Company  Invention or Company Work and that you
       will  permit the  Company  (whom you hereby  irrevocably  appoint as your
       attorney for this purpose) to execute documents,  to use your name and to
       do all things  which may be  necessary  or  desirable  for the Company to
       obtain  for  itself or its  nominee  the full  benefit  of each and every
       Company Invention or Company Work. A certificate in writing signed by any
       Director or the Secretary of the Company that any instrument or act falls
       within the authority hereby conferred will be conclusive evidence to that
       effect so far as any third party is concerned.


                                       7

<PAGE>

10.    Restrictive Covenants

10.1   For the  period of 12 months  after the  termination  of your  employment
       under this Agreement, you will not directly or indirectly:-

       10.1.1 be engaged or concerned or interested  in any business  carried on
              within the Restricted  Area wholly or partly in  competition  with
              any  Restricted  Business  (save  for  the  holding  as a  passive
              investor only of not more than 3% of the issued ordinary shares of
              any company of a class which are listed or traded on the Hong Kong
              Stock Exchange, any other recognised stock exchange or NASDAQ).

       10.1.2 seek or accept, in any capacity whatsoever,  any business,  orders
              or  custom  which is wholly  or  partly  in  competition  with any
              Restricted Business from any Customer.

       10.1.3 induce or attempt to persuade any Employee to leave  employment or
              engagement by the Company or any Group Company or offer employment
              or engagement to any Employee.

10.2   You will not at any time after the termination of your  employment  under
       this Agreement, directly or indirectly:-

       10.2.1 induce or seek to induce, by any means involving the disclosure or
              use of  Confidential  Information,  any Customer to cease  dealing
              with the  Company or any Group  Company or to restrict or vary the
              terms upon which it deals with the Company or any Group Company;

       10.2.2 disclose or make use of any Confidential Information; or

       10.2.3 represent yourself or permit yourself to be held out as having any
              connection with or interest in the Company or any Group Company.

10.3   Each  restriction  in Clause 10 (whether  drafted  separately or together
       with another) is independent  and severable  from the other  restrictions
       and enforceable accordingly.  If any restriction is unenforceable for any
       reason but would be enforceable  if part of the wording were deleted,  it
       will  apply  with  such   deletions  as  may  be  necessary  to  make  it
       enforceable.

10.4   The Company may transfer or assign its rights under this Clause 10 to its
       successors  in  title.  You may not  transfer  or  assign  any  rights or
       obligations under this Clause 10.

11.    Interpretation

11.1   The headings to the clauses are for convenience only and shall not affect
       the construction or interpretation of this Agreement.

11.2   Any reference in this Agreement to any ordinance or delegated legislation
       shall include any statutory  modification or re-enactment of it or of the
       provision referred to.

11.3   In this Agreement:



                                       8

<PAGE>

       "Board"  means the board of  directors  of the Company and  includes  any
       committee  of  such  board  duly   authorised   to  act  on  its  behalf.

       "Confidential  Information" means all and any information (whether or not
       recorded in documentary form or on computer disk or tape) of the Company,
       any Group Company or any of its or their  customers,  suppliers or agents
       which the Company or the relevant Group Company  regards as  confidential
       or in  respect of which it owes an  obligation  of  confidentiality  to a
       third party which is not part of your own stock in trade and which is not
       readily ascertainable to persons not connected with the Company either at
       all or without a significant expenditure of labour, skill or money.

       "Customer"  means any person with whom you or anyone  working  under your
       supervision or control deals  personally  who, at the termination of your
       employment,  is  negotiating  with the  Company or any Group  Company for
       Restricted  Business  or with whom the  Company or any Group  Company has
       conducted any Restricted  Business at any time during the final two years
       of your employment with the Group.

       "Employee" means any person who is and was, at any time during the period
       of two years prior to the  termination  of your  employment,  employed or
       engaged  by the  Company  or any Group  Company  in a senior  management,
       senior  technical  or senior  sales  position  and who, by reason of such
       position,  possesses any Confidential Information or is likely to be able
       to solicit the custom of any  Customer or to induce any Customer to cease
       dealing  with  the  Company  or any  Group  Company,  were  he to  accept
       employment  or  engagement  in a  business  which  is  similar  to  or in
       competition with any Restricted Business.

       "Group  Company"  means a member of a group of  companies  as  defined in
       Section 2 of the Companies Ordinance (Cap 32 of the Laws of Hong Kong).

       "Group" means the Company and each Group Company.

       "NASDAQ" means the National  Association of Securities  Dealers Automatic
       Quotation.

       "Ordinance"  means the  Employment  Ordinance (Cap 57 of the Laws of Hong
       Kong).

       "Restricted Area" means each of Hong Kong , China, Taiwan,  Singapore and
       any other country in which the Company or any Group Company carries on or
       intends to carry on any Restricted Business as at the termination of your
       employment.

       "Restricted Business" means time-sensitive  financial printing and all or
       any other  commercial  activities  carried  on or to be carried on by the
       Company or any Group  Company in which you worked or about which you knew
       Confidential  Information  to a  material  extent at any time  during the
       final two years of your employment with the Group.

12.    General

12.1   You are not subject to any  particular  disciplinary  rules or procedures
       but should conduct  yourself in a thoroughly  professional  manner at all
       times.  In order to  investigate  a  complaint  of breach of  contract or
       misconduct against you, the Company



                                       9

<PAGE>

       is entitled to suspend you on full pay for so long as the Board considers
       appropriate  in  all  the  circumstances  to  carry  out  a  disciplinary
       investigation and/or hearing.

12.2   If you have a  grievance  relating  to your  employment  (other  than one
       relating to a disciplinary decision),  you should refer that grievance to
       the Board whose decision will be final and binding on you.

12.3   This Agreement is in substitution for any  representations and warranties
       made by or on  behalf  of the  Company  and  any  previous  contracts  of
       employment  or for  services  between  you and the  Company  or any Group
       Company (which are deemed to have been terminated by mutual consent).

12.4   The  termination of this Agreement will not affect such of the provisions
       of this  Agreement  as are  expressed  to operate or to have effect after
       termination  and will be  without  prejudice  to any  accrued  rights  or
       remedies of the parties.

12.5   The validity,  construction and performance of this Agreement is governed
       by the law of Hong Kong.

12.6   All disputes,  claims or proceedings  between the parties relating to the
       validity,  construction  or  performance of this Agreement are subject to
       the  exclusive  jurisdiction  of the High Court of the Hong Kong  Special
       Administrative Region (the "High Court") to which the parties irrevocably
       submit.  Each  party  irrevocably  consents  to the award or grant of any
       relief in any such proceedings  before the High Court and either party is
       entitled  to take  proceedings  in any other  jurisdiction  to  enforce a
       judgment or order of the High Court.

12.7   Any notice to be given by a party under this Agreement must be in writing
       in the English  language  and must be  delivered by hand or sent by first
       class post or equivalent postal service, telex, facsimile transmission or
       other means of telecommunication in permanent written form (provided that
       the  addressee  has  his  or  its  own   facilities  for  receiving  such
       transmissions)   to  the  last  known  postal   address  or   appropriate
       telecommunication number of the other party. Where notice is given by any
       of the  prescribed  means,  it is  deemed  to be  received  when,  in the
       ordinary court of that means of transmission, it would be received by the
       addressee. To prove the giving of a notice, it is sufficient to show that
       it has been despatched. A notice has effect from the sooner of its actual
       or deemed receipt by the addressee.

IN WITNESS  whereof this  Agreement has been entered into the day and year first
above written:-


SIGNED by                    )
for and on behalf of         )
WORKABLE COMPANY LIMITED     )
In the presence of :         )



                                       10

<PAGE>

SIGNED by LAM HOK LING       )
In the presence of:          )





                                       11





                              Dated __________ 1999



                            WORKABLE COMPANY LIMITED


                                       and


                                   TUNG HOK KI



               ---------------------------------------------------

                                SERVICE AGREEMENT

               ---------------------------------------------------






                                 Cameron McKenna
                                    5th Floor
                             Tower One Lippo Centre
                                  89 Queensway
                                    Hong Kong
                                T +852 2846 9100
                                F +852 2845 3575
                           Ref: JAO/GMC/NKT/02485.0001





<PAGE>

THIS AGREEMENT is made the           day of                       1999

BETWEEN:-

(1)    The Company:  WORKABLE  COMPANY LIMITED,  a company  incorporated in Hong
       Kong whose registered office is at Unit 1, 1st Floor, Tak King Industrial
       Building, 27 Lee Chung Street, Chai Wan, Hong Kong; and

(2)    You: TUNG HOK KI of 24H, Han Kung Mansion, Taikoo Shing, Hong Kong.

1.     Employment

1.1    Your  employment  under this  Agreement will commence on the date of this
       Agreement (the "Commencement Date") and will continue until terminated by
       either party  giving to the other not less than six months'  prior notice
       to expire on or at any time after the date  which is 36 months  after the
       Commencement Date.

1.2    Your period of continuous  employment with the Group commenced on 1 April
       1988.

1.3    You are  employed as a senior  executive  of the Company and will perform
       such duties as may be reasonably  assigned to you from time to time by or
       with the authority of the Board. At the Commencement Date, your job title
       is Joint Managing Director.

1.4    You  will  (without  further  remuneration),  if and  for as  long as the
       Company requires, during this Agreement:

       1.4.1  carry  out  duties  for the  benefit  of or on behalf of any Group
              Company; and/or

       1.4.2  hold any office  and/or other  appointment  in or on behalf of the
              Group;

1.5    You will, at all times during the period of this Agreement:

       1.5.1  devote the whole of your time,  attention and ability  during your
              hours of work (as set out in  Clause  1.6) to the  duties  of your
              employment;

       1.5.2  faithfully  and  diligently  perform your duties and exercise only
              such powers as are consistent with them;

       1.5.3  obey all and any lawful and reasonable directions of the Board;

       1.5.4  act  only in  accordance  with  the  Memorandum  and  Articles  of
              Association  of the Company or,  where  acting  pursuant to Clause
              1.4, of the relevant Group Company;

       1.5.5  use your best  endeavours  to promote the  interests of the Group;
              and

       1.5.6  keep the Board  promptly  and fully  informed  (in  writing  if so
              requested) of your conduct of the business or affairs of the Group
              and provide such explanations as they may require.

                                       1

<PAGE>

1.6    Your  hours  of work are the  normal  hours of  business  of the  Company
       together  with  such  additional  hours  as may be  necessary  for you to
       perform your duties properly.

1.7    Your normal place of work is the Company's  office at Tak King Industrial
       Building,  27 Lee Chung  Street,  Chai Wan,  Hong Kong  and/or such other
       place of business of the Group as the Board may  reasonably  require from
       time to time.  You will,  if and for as long as required by the  Company,
       make visits in the ordinary course of your duties to such places anywhere
       in the world as it may specify.

2.     Pay

2.1    During your  employment,  the Company will  reimburse  you at the rate of
       HK$1,300,000  each year (or such  higher  rate as may be  awarded  to you
       pursuant  to Clause 2.3) which will accrue from day to day and be payable
       in equal monthly  instalments in arrears on or about the last working day
       of each month (the "Remuneration").  The Remuneration is inclusive of all
       and any fees  receivable by you as the holder of offices or  appointments
       within the Group or on behalf of the Company or any Group  Company and is
       to be  apportioned  by you  between  salary  (the  "Salary")  and housing
       allowance  (the  "Housing   Allowance")   in  accordance   with  relevant
       provisions of Hong Kong law in proportions to be agreed by the Board:-



2.2    The  Housing   Allowance   must  be   supported   by  receipts  or  other
       documentation  evidencing the  expenditure in accordance  with procedures
       which will be advised to you by the Board.

2.3    On or about 31 December in each year (starting on 31 December 1999), your
       Remuneration  will be reviewed by the Board and the Board may in its sole
       discretion decide to increase the rate of the Remuneration.

2.4    Subject  to and in  accordance  with  rules  of the  bonus  or  incentive
       compensation  plan of the Company or Cunningham  Graphics  International,
       Inc. ("CGI") for the time being in force, you will be eligible to receive
       a bonus each year,  payable  within 90 days after the end of the relevant
       fiscal year of the Company,  of such amount,  if any, as the Compensation
       Committee  of  CGI  determines  in  its  absolute  discretion  to  be  an
       appropriate bonus for the Managing Director of the Company, having regard
       to your and the Company's  achievement of performance  goals set annually
       in advance by the Compensation Committee in consultation with you.

3.     Fringe Benefits

3.1    You are  entitled  to be and  remain a member  of the  Company's  pension
       scheme  (the  "Scheme")  subject  to the  terms  of the  deed  and  rules
       governing its operation from time to time. The Company is entitled at any
       time  to  terminate  the  Scheme  or your  membership  of it  subject  to
       procuring membership for you of another pension scheme (the "New Scheme")
       providing you with benefits which are not, in aggregate,  less favourable
       than the  benefits  provided  to you  under the  Scheme  and  subject  to
       procuring  that you are fully  credited  in the New  Scheme for your past
       pensionable service under the Scheme.



                                       2

<PAGE>

3.2    The Company will,  subject to Inland  Revenue  limits for the time being,
       contribute  (in  monthly  instalments  in arrears) to the Scheme for each
       year of your  employment an amount equal to 10% of your  Remuneration  at
       the rate then payable.

3.3    The Company will provide you with life assurance cover of four times your
       Remuneration payable in the event of your death in service.

3.4    You,  your spouse and your  children  (if any) who are less than 18 years
       old are  entitled  to  participate  in any  permanent  health and medical
       expenses  insurance  schemes  maintained by the Company from time to time
       for the benefit of its senior executives,  subject always to the rules of
       such schemes, including without limitation,  each of you, your spouse and
       children  undertaking  a  medical  for the  purposes  of  such  insurance
       schemes.

3.5    The Company will  reimburse  you for  reasonable  Automobile  Expenses in
       connection with the car currently used by you.  Subject to the aforesaid,
       the Company  will provide a suitable  (having  regard to the image of the
       Company and to your  status  within the  Company)  car for use on Company
       business  and you agree to ensure  that it is  appropriately  maintained,
       repaired,  cleaned,  taxed and insured for such use.  For the purposes of
       this clause, Automobile Expenses shall mean:-

       3.5.1  petrol expenses; and

       3.5.2  tunnel charges; and

       3.5.3  the cost of comprehensive motor vehicle insurance; and

       3.5.4  the cost of road tax and the licence fee  applicable in Hong Kong;
              and

       3.5.5  the costs of maintaining the car in proper working order including
              the cost of workshop repairs.

3.6    You must comply  with all Group  regulations  relating  to Company  cars,
       notify the Company  immediately of any accident  involving your car while
       being used on Company  business and of any charge brought against you for
       a traffic offence.

4.     Expenses

4.1    The  Company  will  reimburse  you  with  your   reasonable   travelling,
       telephone,  hotel,  entertainment and other business expenses incurred in
       the course of your duties provided that you comply with Group regulations
       from time to time in this respect and provide the Company  with  receipts
       or other proof of payment as the Company may require.

4.2    You must make available for business use your home telephone. The Company
       will  reimburse  you  with the cost of  bills  for  your  home  telephone
       provided  you use any  supplier or system  designated  by the Company and
       provided you disclose to the Company any overseas telephone calls not for
       the purposes of the  business,  in respect of which the Company  reserves
       the right not to reimburse you.

5.     Holiday

5.1    In  addition to public  holidays,  you are  entitled to 21 working  days'
       holiday without loss of pay in each holiday year (which runs from January
       to  December) to be taken at



                                       3

<PAGE>

       such time or times as may be authorised  in advance by the Board.  In any
       holiday year you may carry  forward to the next  subsequent  holiday year
       upto a maximum  of 6  untaken  working  days'  holiday  so that,  for the
       avoidance of doubt, the maximum number of working days' holiday which you
       may take in any holiday  year shall not exceed 27 working  days.  You may
       not, except as provided in this clause,  carry forward any unused part of
       your holiday  entitlement to a subsequent  holiday year and no payment in
       lieu will be paid therefor.

5.2    In the first  holiday  year and in the  holiday  year in which you leave,
       your  entitlement  to  holiday  will be  calculated  at the  rate of 1.25
       working days' holiday for each complete calendar month of your employment
       by the  Company  during  that  holiday  year.  Unless  you are  dismissed
       pursuant to Clause 8.2,  you will be  entitled on  termination  to pay in
       lieu of any unused  holiday  entitlement.  If you have  taken  holiday in
       excess of your  accrued  entitlement,  you will be  required to repay any
       excess  Remuneration  you have received for such  holiday.  The basis for
       payment and repayment is 1/360th of your Remuneration for each day.

6.     Incapacity

6.1    If you are absent from work because of illness, mental disorder or injury
       ("Incapacity"),  you must  report  that fact  immediately  to the Company
       Secretary and, after seven  continuous  days'  absence,  provide  medical
       practitioners'  certificate(s)  of  your  Incapacity  and its  cause  for
       sickness  allowance  purposes  covering the whole period of your absence.
       For sickness  allowance  purposes,  your  qualifying days are your normal
       working days.

6.2    If you are absent from work due to Incapacity  and have complied with the
       provisions of Clause 6.1, you will continue to be paid sickness allowance
       in accordance with the Ordinance.  If your absence exceeds 30 consecutive
       days, the Company will be entitled to appoint a temporary  replacement to
       cover your absence.

6.3    You will,  whenever  requested by the Board (in  circumstances  where the
       Board has  reasonable  grounds to believe that you may be suffering  from
       any  Incapacity  or that  you may not be fit to carry  out your  duties),
       submit to examination by a medical practitioner  selected and paid for by
       the Company.  You hereby authorise such medical  practitioner to disclose
       to and discuss with the Board any matters  which,  in his opinion,  might
       hinder or prevent you (if during a period of  Incapacity)  from returning
       to  work  for  any  period  or (in  other  circumstances)  from  properly
       performing your duties at any time.

7.     Confidentiality and Integrity

7.1    During your employment under this Agreement, you will not:-

       7.1.1  directly or  indirectly  receive or obtain any  discount,  rebate,
              commission or other inducement  (whether in cash or in kind) which
              is not authorised by  regulations or guidelines  from time to time
              governing dealings by executives on behalf of the Company,  or, if
              you do, you will account immediately to the Company for the amount
              so received;

       7.1.2  directly or  indirectly  disclose or make use of any  Confidential
              Information for any purpose other than a legitimate purpose of the
              Company;



                                       4

<PAGE>

       7.1.3  (except in the proper course of your duties under this  Agreement)
              remove from  Company  premises or copy or allow others to copy the
              contents of any document,  computer  disk,  tape or other tangible
              item which contains any Confidential  Information or which belongs
              to the Company; or

       7.1.4  at any time make any untrue or  misleading  statement  relating to
              the Group.

8.     Termination of agreement

8.1    This Agreement will automatically terminate:

       8.1.1  when you reach your 65th birthday; or

       8.1.2  if you are prohibited by law from being a director;

8.2    The  Company  will be  entitled,  by giving  notice,  to  terminate  this
       Agreement with immediate effect if you:

       8.2.1  commit any act of gross misconduct or repeat or continue any other
              breach of your obligations under this Agreement; or

       8.2.2  engage in any  conduct  which,  in the  reasonable  opinion of the
              Board,  is  likely  to  cause  your  continued  employment  to  be
              detrimental to the interests of the Group and fail, within 60 days
              of receiving written notice from the Company,  to cure the matter;
              or

       8.2.3  are convicted of any criminal offence; or

       8.2.4  commit  any act of  dishonesty,  whether or not  relating  to your
              employment; or

       8.2.5  become bankrupt or make any  arrangement or composition  with your
              creditors generally; or

       8.2.6  resign or vacate  your  office as a director of the Company or any
              Group Company; or

       8.2.7  are, in the  reasonable  opinion of the Board,  incompetent in the
              performance of your duties having failed within 60 days of written
              notice from the Company, to remedy the position.

8.3    The Company will be entitled to terminate this Agreement  notwithstanding
       Clause 6.2 or your entitlement at that time to sick pay or benefits under
       the Company's  permanent health insurance  scheme, by notice which is not
       less than your then  entitlement to statutory  minimum notice plus a week
       given at any time when you have been absent  from work due to  Incapacity
       for a period or periods  aggregating  120 days in the preceding 12 months
       provided  that the Company will  withdraw  any such notice if,  before it
       expires,  you resume your duties full time and provide  medical  evidence
       satisfactory  to the  Board  that  you are  fully  recovered  and that no
       recurrence of your Incapacity can reasonably be anticipated.

8.4    On serving or receiving notice to terminate this Agreement or at any time
       thereafter  during the  currency  of such  notice the  Company is, at its
       discretion,  entitled  to pay you your  Remuneration  (at the  rate  then
       payable under Clause 2.1 hereof) together



                                       5

<PAGE>

       with  monetary   compensation   for  loss  of  all  fringe  benefits  and
       reimbursement of expenses in lieu of notice.

8.5    At any time after notice  (including  summary  notice) to terminate  this
       Agreement has been served or received by the Company, the Company may:-

       8.5.1  require you to resign  (without any claim for  compensation)  from
              any  offices  and/or  appointments  which you hold as a  director,
              nominee or  representative  of the  Company or any Group  Company;
              and/or

       8.5.2  require you to transfer,  without  payment,  to the Company (or as
              the  Company  may  direct)  any   qualifying   shares  or  nominee
              shareholdings provided to you by or held by you in or on behalf of
              any Group Company; and/or

       8.5.3  require  you to return to the  Company on request  any  documents,
              computer  disks  and  tapes  and  other  tangible  items  in  your
              possession  or under your  control  which belong to the Company or
              which contain or refer to any Confidential Information; and/or

       8.5.4  require  you to  delete  all  Confidential  Information  from  any
              computer  disks,   tapes  or  other  re-usable  material  in  your
              possession  or under your control and destroy all other  documents
              and tangible items in your  possession or under your control which
              contain or refer to any Confidential Information; and/or

       8.5.5  suspend  you from  the  performance  of all or any of your  duties
              under  this  Agreement  provided  that  the  period  of  any  such
              suspension may not exceed 6 months and provided further that where
              such  action  is taken  following  notice  being  provided  to the
              Company by you in  circumstances  where you are in full compliance
              with your obligations under this Agreement,  such suspension shall
              be without  prejudice to the  benefits  accruing to you under this
              Agreement; and/or

       8.5.6  appoint a replacement to hold the same or similar job title as you
              and/or  to carry  out all or any of your  duties  instead  of you;
              and/or

       8.5.7  exclude you from all or any premises of the Group; and/or

       8.5.8  require you not, without the prior consent of the Board, to engage
              in any  contact  (whether  or not at your own  instance)  with any
              customer,  supplier,  employee,  director, officer or agent of any
              company  in  the  Group  which  touches  and  concerns  any of the
              business affairs of the Group.

8.6    If you fail to comply with  Clauses  8.5.1 and/or 8.5.2 within seven days
       of being so required,  the Company is hereby  irrevocably  authorised  to
       appoint  some person in your name and on your behalf to sign any document
       or do any thing  necessary  or  requisite  to effect such  resignation(s)
       and/or  transfer(s)  (without  prejudice to any claims which you may have
       against the Company arising out of this Agreement or its termination).



                                       6

<PAGE>

9.     Intellectual Property

9.1    In relation to each and every  improvement,  invention or discovery which
       relates  either  directly or  indirectly  to the  business of the Company
       which you (jointly or alone) make at any time during your employment, you
       will:-

       9.1.1  promptly disclose full details, including any drawings and models,
              of it to enable the Company to determine  whether or not, applying
              the provisions of section 57 of the Patents  Ordinance (Cap 514 of
              the Laws of Hong  Kong),  it is the  property  of the  Company  (a
              "Company Invention");

       9.1.2  hold any Company  Invention  in trust for the Company  and, at its
              request and  expense,  do all things  necessary  or  desirable  to
              enable the Company or its nominee to exploit the Company Invention
              for commercial  purposes and to secure patent or other appropriate
              forms of protection for it anywhere in the world.  Decisions as to
              the patenting and exploitation of any Company Invention are at the
              sole discretion of the Company;

9.2    In  relation to each and every  copyright  work or design  which  relates
       either  directly or indirectly to the business of the Company (a "Company
       Work") which you (jointly or alone) originate, conceive, write or make at
       any time during the period your employment:-

       9.2.1  you will  promptly  disclose  such  Company  Work to the  Company.
              Company Works made wholly  outside your normal working hours which
              are wholly  unconnected with your employment are excluded from the
              ambit of Clause 9.2;

       9.2.2  you hereby assign to the Company by way of future  assignment  all
              copyright,  design  right and other  proprietary  rights  (if any)
              throughout the world in such Company Work;

       9.2.3  you hereby irrevocably and unconditionally  waive in favour of the
              Company any and all moral  rights  conferred on you by Division IV
              of Part II of the Copyright Ordinance (Cap 528 of the Laws of Hong
              Kong) in relation to any such Company Works;

       9.2.4  you  acknowledge  that,  for the  purposes of section  3(3) of the
              Registered  Designs  Ordinance (Cap 522 of the Laws of Hong Kong),
              such Company Works is created in the course of your employment;

9.3    You agree that (at the request and  expense of the  Company)  you will do
       all things  necessary  or  desirable  to  substantiate  the rights of the
       Company to each and every Company  Invention or Company Work and that you
       will  permit the  Company  (whom you hereby  irrevocably  appoint as your
       attorney for this purpose) to execute documents,  to use your name and to
       do all things  which may be  necessary  or  desirable  for the Company to
       obtain  for  itself or its  nominee  the full  benefit  of each and every
       Company Invention or Company Work. A certificate in writing signed by any
       Director or the Secretary of the Company that any instrument or act falls
       within the authority hereby conferred will be conclusive evidence to that
       effect so far as any third party is concerned.



                                       7

<PAGE>

10.    Restrictive Covenants

10.1   For the  period of 12 months  after the  termination  of your  employment
       under this Agreement, you will not directly or indirectly:-

       10.1.1 be engaged or concerned or interested  in any business  carried on
              within the Restricted  Area wholly or partly in  competition  with
              any  Restricted  Business  (save  for  the  holding  as a  passive
              investor only of not more than 3% of the issued ordinary shares of
              any company of a class which are listed or traded on the Hong Kong
              Stock Exchange, any other recognised stock exchange or NASDAQ).

       10.1.2 seek or accept, in any capacity whatsoever,  any business,  orders
              or  custom  which is wholly  or  partly  in  competition  with any
              Restricted Business from any Customer.

       10.1.3 induce or attempt to persuade any Employee to leave  employment or
              engagement by the Company or any Group Company or offer employment
              or engagement to any Employee.

10.2   You will not at any time after the termination of your  employment  under
       this Agreement, directly or indirectly:-

       10.2.1 induce or seek to induce, by any means involving the disclosure or
              use of  Confidential  Information,  any Customer to cease  dealing
              with the  Company or any Group  Company or to restrict or vary the
              terms upon which it deals with the Company or any Group Company;

       10.2.2 disclose or make use of any Confidential Information; or

       10.2.3 represent yourself or permit yourself to be held out as having any
              connection with or interest in the Company or any Group Company.

10.3   Each  restriction  in Clause 10 (whether  drafted  separately or together
       with another) is independent  and severable  from the other  restrictions
       and enforceable accordingly.  If any restriction is unenforceable for any
       reason but would be enforceable  if part of the wording were deleted,  it
       will  apply  with  such   deletions  as  may  be  necessary  to  make  it
       enforceable.

10.4   The Company may transfer or assign its rights under this Clause 10 to its
       successors  in  title.  You may not  transfer  or  assign  any  rights or
       obligations under this Clause 10.

11.    Interpretation

11.1   The headings to the clauses are for convenience only and shall not affect
       the construction or interpretation of this Agreement.

11.2   Any reference in this Agreement to any ordinance or delegated legislation
       shall include any statutory  modification or re-enactment of it or of the
       provision referred to.

11.3   In this Agreement:



                                       8

<PAGE>

       "Board"  means the board of  directors  of the Company and  includes  any
       committee of such board duly authorised to act on its behalf.

       "Confidential  Information" means all and any information (whether or not
       recorded in documentary form or on computer disk or tape) of the Company,
       any Group Company or any of its or their  customers,  suppliers or agents
       which the Company or the relevant Group Company  regards as  confidential
       or in  respect of which it owes an  obligation  of  confidentiality  to a
       third party which is not part of your own stock in trade and which is not
       readily ascertainable to persons not connected with the Company either at
       all or without a significant expenditure of labour, skill or money.

       "Customer"  means any person with whom you or anyone  working  under your
       supervision or control deals  personally  who, at the termination of your
       employment,  is  negotiating  with the  Company or any Group  Company for
       Restricted  Business  or with whom the  Company or any Group  Company has
       conducted any Restricted  Business at any time during the final two years
       of your employment with the Group.

       "Employee" means any person who is and was, at any time during the period
       of two years prior to the  termination  of your  employment,  employed or
       engaged  by the  Company  or any Group  Company  in a senior  management,
       senior  technical  or senior  sales  position  and who, by reason of such
       position,  possesses any Confidential Information or is likely to be able
       to solicit the custom of any  Customer or to induce any Customer to cease
       dealing  with  the  Company  or any  Group  Company,  were  he to  accept
       employment  or  engagement  in a  business  which  is  similar  to  or in
       competition with any Restricted Business.

       "Group  Company"  means a member of a group of  companies  as  defined in
       Section 2 of the Companies Ordinance (Cap 32 of the Laws of Hong Kong).

       "Group" means the Company and each Group Company.

       "NASDAQ" means the National  Association of Securities  Dealers Automatic
       Quotation.

       "Ordinance"  means the  Employment  Ordinance (Cap 57 of the Laws of Hong
       Kong).

       "Restricted Area" means each of Hong Kong , China, Taiwan,  Singapore and
       any other country in which the Company or any Group Company carries on or
       intends to carry on any Restricted Business as at the termination of your
       employment.

       "Restricted Business" means time-sensitive  financial printing and all or
       any other  commercial  activities  carried  on or to be carried on by the
       Company or any Group  Company in which you worked or about which you knew
       Confidential  Information  to a  material  extent at any time  during the
       final two years of your employment with the Group.

12.    General

12.1   You are not subject to any  particular  disciplinary  rules or procedures
       but should conduct  yourself in a thoroughly  professional  manner at all
       times.  In order to  investigate  a  complaint  of breach of  contract or
       misconduct against you, the Company



                                       9

<PAGE>

       is entitled to suspend you on full pay for so long as the Board considers
       appropriate  in  all  the  circumstances  to  carry  out  a  disciplinary
       investigation and/or hearing.

12.2   If you have a  grievance  relating  to your  employment  (other  than one
       relating to a disciplinary decision),  you should refer that grievance to
       the Board whose decision will be final and binding on you.

12.3   This Agreement is in substitution for any  representations and warranties
       made by or on  behalf  of the  Company  and  any  previous  contracts  of
       employment  or for  services  between  you and the  Company  or any Group
       Company (which are deemed to have been terminated by mutual consent).

12.4   The  termination of this Agreement will not affect such of the provisions
       of this  Agreement  as are  expressed  to operate or to have effect after
       termination  and will be  without  prejudice  to any  accrued  rights  or
       remedies of the parties.

12.5   The validity,  construction and performance of this Agreement is governed
       by the law of Hong Kong.

12.6   All disputes,  claims or proceedings  between the parties relating to the
       validity,  construction  or  performance of this Agreement are subject to
       the  exclusive  jurisdiction  of the High Court of the Hong Kong  Special
       Administrative Region (the "High Court") to which the parties irrevocably
       submit.  Each  party  irrevocably  consents  to the award or grant of any
       relief in any such proceedings  before the High Court and either party is
       entitled  to take  proceedings  in any other  jurisdiction  to  enforce a
       judgment or order of the High Court.

12.7   Any notice to be given by a party under this Agreement must be in writing
       in the English  language  and must be  delivered by hand or sent by first
       class post or equivalent postal service, telex, facsimile transmission or
       other means of telecommunication in permanent written form (provided that
       the  addressee  has  his  or  its  own   facilities  for  receiving  such
       transmissions)   to  the  last  known  postal   address  or   appropriate
       telecommunication number of the other party. Where notice is given by any
       of the  prescribed  means,  it is  deemed  to be  received  when,  in the
       ordinary court of that means of transmission, it would be received by the
       addressee. To prove the giving of a notice, it is sufficient to show that
       it has been despatched. A notice has effect from the sooner of its actual
       or deemed receipt by the addressee.

IN WITNESS  whereof this  Agreement has been entered into the day and year first
above written:-


SIGNED by                    )
for and on behalf of         )
WORKABLE COMPANY LIMITED     )
In the presence of :         )




                                       10

<PAGE>

SIGNED by TUNG HOK KI        )
In the presence of:          )





                                       11



                       Dated        day of             1999



                          MANY BEST DEVELOPMENT LIMITED



                                       and




                            WORKABLE COMPANY LIMITED




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

                                TENANCY AGREEMENT

                                       of

                   All Those Workshop 1 on 1st Floor & The Flat
                   Roof  and  Lorry  Car  Park  No.  4 on Upper
                   Ground Floor, Tak King Industrial  Building,
                   No.27, Lee Chung Street, Chaiwan, Hong Kong


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

                       REGISTERED  at the Land Registry
                   by Memorial No.
                   on




                                             p. Land Registrar.



                               SO KEUNG YIP & SIN
                                   Solicitors
                                   17th Floor,
                        Standard Chartered Bank Building
                            4 Des Voeux Road Central,
                                    Hong Kong

                             Ref: 98010000/TKS/ta.1



<PAGE>

I

                                    AGREEMENT

                    AN AGREEMENT made this       day of             One thousand
                    nine hundred and ninety-nine

Parties             BETWEEN the person or company  detailed  as the  Landlord in
                    Part I of  the  Schedule  hereto  (hereinafter  called  "the
                    Landlord")  of the  one  part  and  the  person  or  company
                    detailed  as the  Tenant  in Part I of the  Schedule  hereto
                    (hereinafter called "the Tenant") of the other part.

                    W H E R E B Y :-


Premises            The  Landlord  shall let and the Tenant shall take ALL THOSE
                    the  premises  (hereinafter  referred to as "the  Premises")
                    forming part of all that building  (hereinafter  referred to
                    as "the Building") and more  particularly  described and set
                    out in Part II of the Schedule attached hereto Together with
                    the use in common with the  Landlord  and all others  having
                    the like right of the entrances staircases landings passages
                    and  toilets  in the  Building  in so far  as the  same  are
                    necessary  for the proper use and  enjoyment of the Premises
                    and except in so far as the  Landlord  may from time to time
                    restrict such use (without unreasonably interfering with the
                    use,  occupation or enjoyment of the Premises by the Tenant)
                    And together with the right in common with others having the
Term                like right to use the lift service in the building (whenever
                    the same shall be operating)  for the term set forth in Part
Rent                III of the  Schedule  hereto  YIELDING  AND PAYING  therefor
                    throughout  the said  term  (but  subject  to  Clause  10 of
                    Section X hereof)  the rent as are set out in Part IV of the
                    Schedule  hereto  which sums shall be payable  exclusive  of
                    rates and management  fees in advance without any deductions
                    on the first day of each  calendar  month the first and last
                    of such payments to be  apportioned  according to the number
                    of days in the month included in the said term.

User                Subject as hereinafter mentioned and unless otherwise agreed
                    by the parties hereto, the Tenant agrees to use the Premises
                    for industrial and ancillary offices and warehouse  purposes
                    only and for no other purpose whatsoever.


                                     - 1 -

<PAGE>

II

                             RENT AND OTHER CHARGES

                    The Tenant agrees with the Landlord as follows:-

                    1.      To  pay  on  the  days  and  in  the  manner  herein
                            provided:-

Rent                (a)     the said rent;

Air-
Conditioning        (b)     the air-conditioning charges (if any);
Charges

Maintenance         (c)     the cleaning charges (if any);
Charges

Cleaning            (d)     the management fees payable by the owner or occupier
Charges                     of the Premises pursuant to or by virtue of the Deed
Management                  of Mutual Covenant or Management  Agreement relating
Fees                        to the building (if any).

Rates               2.      To pay and  discharge  all rates  taxes  assessments
                            duties impositions charges and outgoings  whatsoever
                            now or  hereafter  to be  imposed  or  levied on the
                            Premises  or upon the owner or  occupier  in respect
                            thereof by the  Government  of The Hong Kong Special
                            Administrative  Region  or  other  lawful  authority
                            (Government  Rent,  Property Tax and  outgoings of a
                            capital or non-recurring  nature excepted).  Without
                            prejudice to the  generality  of this  subclause the
                            Tenant  shall pay all rates  imposed on the Premises
                            in the first place to the  Landlord who shall settle
                            the  same  with  the  Government  of The  Hong  Kong
                            Special  Administrative  Region  and in the event of
                            the Premises  not yet having been  assessed to rates
                            the Tenant  shall pay to the Landlord a sum equal to
                            the rates which  would be charged by the  Government
                            of The Hong Kong  Special  Administrative  Region on
                            the  basis  of a  rateable  value  equal  to  twelve
                            months' rent payable by the Tenant on account of the
                            Tenant's  liability  under  this  Clause  subject to
                            adjustment when the assessment is available.

Utilities           3.      To pay and  discharge  all  deposits  and charges in
                            respect  of  gas  water  deposits

                                     - 2 -

<PAGE>

                            electricity air conditioning and telephone as may be
                            shown by or operated  from the  Tenant's own metered
                            supplies  or by  accounts  rendered to the Tenant in
                            respect of all such utilities  consumed on or in the
                            Premises.

III

                              TENANT'S OBLIGATIONS

Compliance          1.      To obey observe and comply with and to indemnify the
with Ordinances             Landlord  against  the  breach  of  all  ordinances,
                            regulations, bye-laws, rules and requirements of any
                            Governmental or other competent  authority  relating
                            to the use and  occupation  of the  Premises  or any
                            other act,  deed,  matter or thing done,  permitted,
                            suffered or omitted therein or thereon by the Tenant
                            of any employee, agent or licensee of the Tenant and
                            without  prejudice  to the  foregoing  to obtain any
                            approval   licence   or  permit   required   by  any
                            Governmental   or  other   competent   authority  in
                            connection  with the Tenant's use and  occupation of
                            the Premises and to indemnify  the Landlord  against
                            the consequences of a breach of this provision.

Fitting Out         2.      To  fit  out  the   interior  of  the   Premises  in
                            accordance  with such  plans and  specifications  as
                            shall have been first  submitted  to and approved by
                            the Landlord in writing (such  approval shall not be
                            unreasonably  withheld  or  delayed)  in a good  and
                            proper  workmanlike  fashion  and  safety  and so to
                            maintain the same  throughout  the said term in good
                            condition  and  repair  to the  satisfaction  of the
                            Landlord  (fair  wear and tear  inherent  or  latent
                            defects excepted).

Good Repair         3.      To keep all the interior of the  Premises  including
of Interior                 the  flooring  interior  plaster or other  finishing
                            material  or  rendering  to  the  walls  floors  and
                            ceilings  and the  Landlord's  fixtures and fittings
                            therein  including  all  doors  windows   electrical
                            installations  and wiring light  fittings  suspended
                            ceilings fire fighting apparatus and ducting in good
                            clean  tenantable  substantial and proper repair and
                            condition (fair wear and tear inherent or



                                     - 3 -

<PAGE>

                            latent defects  excepted) so as to maintain the same
                            at the expense of the Tenant,  and to deliver up the
                            same to the  Landlord  at the  expiration  or sooner
                            determination of the said term in like condition.

Replacement         4.      To pay to or  reimburse  the  Landlord  the  cost of
of Windows                  replacing all broken or damaged  windows whether the
                            same be broken or damaged by the  negligence  of the
                            Tenant or owing to circumstances  beyond the control
                            of the Tenant.

Repair of           5.      To  repair  or  replace  if  so   required   by  the
Electrical                  appropriate  company or authority by duly authorised
Installations               contractor  statutory undertaker or authority as the
                            case  may be  under  the  terms  of the  Electricity
                            Supply  Ordinance or any statutory  modification  or
                            re-enactment  thereof  or any  Orders in  Council or
                            regulations   made  thereunder  all  the  electrical
                            wiring   installations   and  fittings   within  the
                            Premises and the wiring from the  Tenant's  meter or
                            meters to and within the same.

Good Repair         6.      At the expense of the Tenant to maintain all toilets
to Toilets and              and  water  apparatus  as  are  located  within  the
Water Apparatus             Premises (or  elsewhere if used  exclusively  by the
                            Tenant its employees invitees and licensees) in good
                            clean and tenantable  state and in proper repair and
                            condition  (fair  wear and tear  inherent  or latent
                            defects  excepted) at all times during the said term
                            to  the   satisfaction   of  the   Landlord  and  in
                            accordance with the Regulations of the Public Health
                            or other Government Authority concerned.

Cleaning of         7.      To pay on demand to the Landlord the reasonable cost
Drains                      incurred by the  Landlord in cleaning  and  clearing
                            any of the drains  choked or stopped up owing to the
                            improper  or  careless  use  by  the  Tenant  or its
                            employees invitees or licensees.

Indemnify           8.      To be  wholly  responsible  for  any  damage  to the
against Loss/               Premises  or any  damage  or  injury  caused  to any
Damage from                 person whomsoever  directly through the defective or
Interior Defects            damaged condition of any part of the interior of the
                            Premises  or in any way owing to the  spread of fire
                            or smoke or the  overflow of water from the Premises
                            or any part thereof or



                                     - 4 -

<PAGE>

                            through the act default or neglect of the Tenant its
                            servants agents licensees or contractors and to make
                            good  the  same  by  payment  or  otherwise  and  to
                            indemnify the Landlord  against all reasonable costs
                            claims   demands   actions  and  legal   proceedings
                            whatsoever  made upon the  Landlord by any person in
                            respect  of any such loss  damage or injury  and all
                            costs and expenses incidental thereto, and to effect
                            adequate  insurance  cover in  respect of such risks
                            with  a  reputable  company.   The  policy  of  such
                            insurance  shall be endorsed to show the Landlord as
                            registered owner of the Building or the Premises (as
                            the case may be) and shall be in such  amount as may
                            be required by the  Landlord  and in the  reasonable
                            opinions of the Landlord to be sufficiently  covered
                            all the risks  mentioned  above and shall  contain a
                            clause  to  the  effect  that  the  insurance  cover
                            thereby   effected  and  the  terms  and  conditions
                            thereof   shall  not  be   cancelled   modified   or
                            restricted without the prior consent of the Landlord
                            (which consent shall not be unreasonably withheld or
                            delayed).  The Tenant hereby  further  undertakes to
                            produce to the Landlord as and when  required by the
                            Landlord on  reasonable  prior  written  notice such
                            policy of insurance  together with a receipt for the
                            last payment of premium and a  certificate  from the
                            insurance  company  that the policy is fully paid up
                            and in all respects valid and subsisting.

Protection          9.      To take all  reasonable  precautions  to protect the
from typhoon                interior  of the  Premises  from  storm  or  typhoon
                            damage.

To permit           10.     To permit the  Landlord  its agents and all  persons
Landlord to                 authorised  by it with or without  workmen or others
enter and view              and with or  without  appliances  at all  reasonable
                            times  upon  prior  appointment  to  enter  upon the
                            Premises to view the  condition  thereof and to take
                            inventories of the fixtures and fittings therein and
                            to carry out any work or repair  required to be done
                            provided  that  in the  event  of an  emergency  the
                            Landlord  its  servants or agents may enter  without
                            notice and forcibly if need be.

To execute          11.     To make good all  defects and wants of repair to the
repair on receipt           Premises  for which the Tenant may be liable  within


                                     - 5 -
<PAGE>

of notice                   the period of one month  from the  receipt of notice
                            of written  notice  from the  Landlord  to amend and
                            make good the same,  and if the Tenant shall fail to
                            execute such works or repairs as  aforementioned  to
                            permit the  Landlord  on  reasonable  prior  written
                            notice to enter upon the  Premises  and  execute the
                            same and in such case the  reasonable  cost  thereof
                            shall be a debt due from the Tenant to the  Landlord
                            and be recoverable forthwith by action.

Inform              12.     To give  notice to the  Landlord or its agent of any
Landlord of                 damage that may be suffered to the  Premises  and of
Damage                      accident  to or  defects  in the water and gas pipes
                            electrical  wiring or  fittings,  fixtures  or other
                            facilities provided by the Landlord.

Refuse and          13.     To be  responsible  for the  removal  of refuse  and
Garbage Removal             garbage from the Premises to such  location as shall
                            be specified  by the Landlord  from time to time and
                            to use only  that  type of  refuse  container  as is
                            specified by the Landlord  from time to time. In the
                            event of the Landlord providing a collection service
                            for refuse and garbage the same shall be used by the
                            Tenant to the exclusion of any other similar service
                            and the use of such service provided by the Landlord
                            shall be at the sole cost of the Tenant.

Installation        14.     The Tenant shall make its own arrangements  with the
of Telephone                public telephone company in Hong Kong with regard to
Cables                      the installation of telephones in the Premises,  but
                            the  installation  of  telephone  lines  outside the
                            Premises must be in accordance  with the  Landlord's
                            reasonable directions.

Government          15.     To be bound by and to be observe and perform all the
Lease and Deed of           terms   conditions    stipulations   and   covenants
Mutual Covenant             contained   Government  Lease  and  Deed  of  Mutual
                            Covenant of the Building.

Contractors         16.     To be  liable  for any  act  default  negligence  or
Employees                   omission  of  the  Tenant's  contractors,  employees
Invitees and                invitees or  licensees as if it were the act default
Licensees                   negligence   or   omission  of  the  Tenant  and  to
                            indemnify  the  Landlord  against  all costs  claims
                            demands  expenses or liability to any third party in
                            connection therewith.

                                     - 6 -

<PAGE>

Yield up            17.     To yield up the Premises with all fixtures  fittings
Premises                    and additions  therein and thereto at the expiration
and Handover                or sooner  determination  of the Term in good  clean
                            substantial  and proper repair and  condition  (fair
                            wear and tear inherent and latent defects  excepted)
                            AND  thereupon to surrender to the Landlord all keys
                            leading to all parts of the Premises and if required
                            by the  Landlord to remove at the  Tenant's  expense
                            all fixtures, fittings, additions, partitions, floor
                            coverings, wall finishes, false ceilings, electrical
                            installations    and   wirings,    erections,    and
                            alterations   made  or  installed  upon  or  in  the
                            Premises  whether  by the  Tenant  or by a  previous
                            occupier  of the  Premises  and  taken  over  by the
                            Tenant and to  re-instate  restore and make good any
                            damage  caused  by such  removal  or  re-instatement
                            Provided that the Tenant's  obligations  relating to
                            removal or  re-instatement  under this Clause may be
                            modified or varied by the mutual  agreement  between
                            the  Landlord  and  the  Tenant  that  the  Landlord
                            proposes  without  payment  of any  compensation  to
                            retain  all or any of the said  fixtures,  fittings,
                            additions,  partitions,  floor coverings,  erections
                            and alterations which the Tenant is otherwise liable
                            hereunder to remove but subject to this proviso, the
                            Tenant  shall  re-instate  restore and make good the
                            Premises  or  any  part  thereof   requiring  to  be
                            re-instated restored or made good and deliver up the
                            Premises to the Landlord in "bare  shell"  condition
                            and in the event of the Tenant  failing so to do the
                            Tenant  shall on demand pay to the Landlord the cost
                            of such re-instatement restoration or making good.

IV

                             LANDLORD'S OBLIGATIONS

                            The Landlord agrees with the Tenant as follows:-

Quiet               1.      To  permit  the  Tenant  (duly  paying  the rent the
Enjoyment                   management  fees and the  cleaning  charges (if any)


                                     - 7 -
<PAGE>

                            hereby  agreed  to be paid on the days and in manner
                            herein  provided  for  payment of the same and rates
                            and  observing   and   performing   the   agreements
                            stipulations terms conditions and obligations herein
                            contained) to have quiet possession and enjoyment of
                            the  Premises  during  the  said  term  without  any
                            interruption  by the Landlord or any person lawfully
                            claiming  under  or  through  or in  trust  for  the
                            Landlord.

Government Rent     2.      To pay the  Government  Rent  and  Property  Tax and
                            outgoings  of  a  capital  or  non-recurring  nature
                            attributable   to  or  payable  in  respect  of  the
                            Premises.

Roof and            3.      To repair  maintain and keep main drains water pipes
Main                        main  cables main walls  roofs and  exterior  window
Structure                   frames of the Building (except in so far as the same
                            are   within  the   responsibility   of  the  Tenant
                            hereunder) in a proper state of repair and condition
                            Provided  that the Landlord  shall not be liable for
                            breach of this  Clause  (so far as it relates to the
                            Premises)  unless  and until  written  notice of any
                            defect  or want of  repair  has  been  given  to the
                            Landlord by the Tenant and the  Landlord  has failed
                            to take  reasonable  steps to repair  or remedy  the
                            same.

                    4.      To use its best  endeavours to ensure the Manager of
                            the Management Office carries out his duty under the
                            Deed of Mutual Covenant and Management Agreement.


                                    SECTION V

                          RESTRICTIONS AND PROHIBITIONS


                     The Tenant hereby agrees with the Landlord as follows:-

Installation        1.  (a) Not to make  or  permit  or  suffer  to be made  any
                            alterations  in or  additions  to the Premises or to
                            the electrical wiring installation, air-conditioning
                            ducting  (if  any),   lighting   fixtures  or  other
                            Landlord's   fixtures   or  to  install   any  plant
                            apparatus or machinery  therein without first having
                            obtained   the  written   consent  of  the  Landlord
                            therefor  (which  consent shall not be  unreasonably
                            withheld or delayed).

                                     - 8 -
<PAGE>

                        (b) Not to place on any part of the  Premises  object of
                            any kind of the  weight of which is in excess of the
                            floor loading of the Premises.

                        (c) Not to erect  install or alter any  partitioning  of
                            any kind in the Premises or any part thereof without
                            having   obtained  the   Landlord's   prior  written
                            approval  (which  approval shall not be unreasonably
                            withheld  or  delayed).  Any  such  partitioning  or
                            alteration thereof approved by the Landlord shall be
                            constructed  or made at such  position and with such
                            material   and  in   accordance   with  such   other
                            requirement (if any) as shall be reasonably directed
                            or approved by the Landlord. All reasonable fees and
                            expenses  incurred by the Landlord in obtaining  the
                            approval of the Landlord's architects or consultants
                            on the location of such  partitioning  or alteration
                            shall be borne by the Tenant and payment therefor to
                            the Landlord as may be imposed as a pre-requisite of
                            the Tenant receiving such permission.

Injury to           2.      Not to cut maim or  injure or permit or suffer to be
Main Walls                  cut maimed or injured any doors  windows walls beams
                            structural  members  or other  part of the fabric of
                            the Premises.

Alteration          3.      Save as provided in Section V Clause 5 hereof not to
to                          affix  anything  or  paint  or make  any  alteration
Exterior                    whatsoever to the exterior of the Premises.


Noise               4.      Not to cause or  produce  or  suffer or permit to be
                            produced  on or in the  Premises  any sound or noise
                            which is or are or may be a nuisance or annoyance to
                            the tenants or occupiers of adjacent or neighbouring
                            premises.

Signs               5.      Not  without  the  prior  written  approval  of  the
                            Landlord  (which  approval shall not be unreasonably
                            withheld  or  delayed  if  the  Tenant   shall  have
                            complied with any relevant  regulations and rules of
                            the  government  and the direction of the manager of



                                     - 9 -
<PAGE>

                            the  Building) to exhibit or display on the exterior
                            of the Premises any writing sign  signboard or other
                            device  whether  illuminated  or  not  which  may be
                            visible  from  outside the Premises nor to affix any
                            writing  signs  signboard  or other  device in at or
                            above any common  area lobby  landing or corridor of
                            the  Building  provided  that the Tenant may display
                            its name and trade name in  appropriate  size(s) and
                            in a reasonable  manner acceptable to the manager of
                            the Building.

Auction and         6.      Not to  conduct  or  permit  to be taken  place  any
Sales                       auction fire  bankruptcy  close out or similar sales
                            of things or properties of any kind on the Premises.

Illegal or          7.      Not to use or cause  permit or suffer to be used any
Immoral Use                 part of the Premises for gambling or for any illegal
                            immoral or improper  purposes or in any way so as to
                            cause nuisance annoyance  inconvenience or damage or
                            danger to the  Landlord or the tenants or  occupiers
                            of adjacent or neighbouring premises.

Sleeping or         8.      Not to use  the  Premises  or any  part  thereof  as
Domestic USe                sleeping quarters or as domestic premises within the
                            meaning of any ordinance for the time being in force
                            or to allow any  person  to  remain on the  Premises
                            overnight   unless   with   the   Landlord's   prior
                            permission in writing. Such permission shall only be
                            given to enable the Tenant to post  watchmen to look
                            after the  contents of the Premises and the names of
                            the  watchmen  shall  first be  registered  with the
                            Landlord prior to its giving such permission.

Obstructions        9.      Not to  place or leave or  suffer  or  permit  to be
in Passages                 placed or left by any contractor employee invitee or
                            licensee of the Tenant any boxes furniture  articles
                            or rubbish in the entrance or any of the  staircases
                            passages or landings of the Building  used in common
                            with other  tenants  or the  Landlord  or  otherwise
                            encumber the same.

Prevention          10.     Not to cause or  permit  any  offensive  or  unusual
of odours                   odours  to be  produced  upon or  emanate  from  the
                            Premises.

Animals, Pets       11.     Not to keep  or  permit  or  suffer  to be kept  any


                                     - 10 -

<PAGE>

and infestation             animals or pets inside the  Premises and to take all
                            such steps and  precautions to the  satisfaction  of
                            the  Landlord  to prevent  the  Premises or any part
                            thereof from becoming infested by termites rats mice
                            roaches  or any other  pests or  vermin  and for the
                            better  observance  hereof the  Landlord may require
                            the Tenant to employ at the  Tenants  cost such pest
                            extermination   contractors   as  the  Landlord  may
                            nominate  and at such  intervals as the Landlord may
                            direct.

Subletting,         12.     Not  without  the  prior  written   consent  of  the
Assigning                   Landlord to assign  underlet or otherwise  part with
                            the  possession  of the Premises or any part thereof
                            in any way  whether  by way of  sub-letting  lending
                            sharing or other means whereby any person or persons
                            not a party  to this  Agreement  obtains  the use or
                            possession  of  the  Premises  or any  part  thereof
                            irrespective   of   whether   any  rental  or  other
                            consideration  is given  for such use or  possession
                            and in the  event of any such  transfer  sub-letting
                            sharing assignment or parting with the possession of
                            the Premises (whether for monetary  consideration or
                            not) this Agreement shall  absolutely  determine and
                            the Tenant  shall  forthwith  vacate the Premises on
                            notice to that effect from the Landlord. The Tenancy
                            shall be personal  to the Tenant  named in the First
                            Schedule  to this  Agreement  and without in any way
                            limiting  the   generality   of  the  foregoing  the
                            following  acts and events shall unless  approved in
                            writing by the  Landlord be deemed to be breaches of
                            this Clause :-

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

                        (b) In  the  case  of a  tenant  who  is  an  individual
                            (including a sole surviving partner of a partnership
                            tenant)  the death  insanity or  disability  of that
                            individual  to  the  intent  that  no  right  to use
                            possess  occupy  or enjoy the  Premises  or any part
                            thereof shall vest in the  executors  administrators

                                     - 11 -

<PAGE>

                            personal  representatives  next  of kin  trustee  or
                            committee of any such individual.

                        (c) In the  case  of a  tenant  which  is a  corporation
                            liquidation  save  for  internal  reconstruction  or
                            amalgamation.

                        (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
                            Premises  or any  part  thereof  or does in fact use
                            possess occupy or enjoy the same.

Breach of           13.     Not to cause suffer or permit any  contravention  of
Government Lease            the provisions of the  Government  Lease under which
                            the Landlord holds the Premises and to indemnify the
                            Landlord against any such breach.

Breach of           14.     Not to cause or  suffer or permit to be done any act
Insurance Policy            or thing whereby the policy or policies of Insurance
                            on the Premises  against damage by fire or liability
                            to Third parties for the time being  subsisting  may
                            become  void or  voidable  or  whereby  the  rate or
                            premium or premiums thereon may be increased, and to
                            repay to the Landlord on demand all sums paid by the
                            Landlord  by way of  increased  premium or  premiums
                            thereon and all expenses incurred by the Landlord in
                            and about any  renewal  of such  policy or  policies
                            arising  from or rendered  necessary  by a breach of
                            this Clause.

V

                                   EXCLUSIONS

                     IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the
                     Landlord  shall not in any  circumstances  be liable to the
                     Tenant or any other person  whomsoever unless caused by the
                     act,  negligence or default of the Landlord,  its agents or
                     servants :-

Lift, Air-          1.      In  respect  of any  loss or  damage  to  person  or
conditioning,               property sustained by the Tenant or any other person
Utilities                   caused  by or  through  or in any way  owing  to any
                            defect in or breakdown of the lifts air-conditioning


                                     - 12 -

<PAGE>

                            system,  electric power and water  supplies,  or any
                            other building service provided in the Building, or

Fire and            2.      In  respect  of any  loss or  damage  to  person  or
overflow                    property sustained by the Tenant or any other person
of water                    caused  by or  through  or in any way  owing  to the
                            escape of fumes smoke fire or any other substance or
                            thing or the overflow of water from anywhere  within
                            the Building, or

Security            3.      For the security or  safekeeping  of the Premises or
                            any contents  therein and in particular  but without
                            prejudice to the  generality  of the  foregoing  the
                            provision by the Landlord of watchmen and caretakers
                            shall not create any  obligation  on the part of the
                            Landlord as to the  security of the  Premises or any
                            contents  therein  and  the  responsibility  for the
                            safety  of the  Premises  and the  contents  thereof
                            shall at all times rest with the Tenants,  nor shall
                            the rent and other charges hereinbefore mentioned or
                            any part  thereof  abate or cease to be  payable  on
                            account of any of the foregoing.

VI

                                ABATEMENT OF RENT

Suspension  of       If the Premises or the  Building or any part thereof  shall
rent in case         at any time during the tenancy be  destroyed  or damaged or
of fire etc          become  inaccessible  owing  to fire  water  storm  typhoon
                     defective  construction white ants earthquake subsidence of
                     the  ground  or any  calamity  beyond  the  control  of the
                     Landlord so as to render the  Premises or any part  thereof
                     unfit for industrial use or inaccessible  and the policy or
                     policies of insurance  effected by the  Landlord  shall not
                     have been vitiated or payment of the policy moneys  refused
                     in whole or in part in consequence of any act or default of
                     the Tenant or if at any time during the continuance of this
                     tenancy the  Premises or the  Building or any part  thereof
                     shall be condemned as a dangerous structure or a demolition
                     order or closing order shall become operative in respect of
                     the  Premises or the  Building or any part thereof then the
                     rent hereby reserved or a fair proportion thereof according
                     to the nature

                                     - 13 -

<PAGE>

                     and  extent of the  damage  sustained  or order  made shall
                     after the expiration of the then current month be suspended
                     until the  Premises or Building or (as the case may be) the
                     relevant  part thereof  shall again be rendered  accessible
                     and fit for  industrial  or  warehouse  use  provided  that
                     should the Premises or the Building or (as the case may be)
                     the relevant  part thereof not have been  reinstated in the
                     meantime  either the Landlord or the Tenant may at any time
                     after  one  month  from the  occurrence  of such  damage or
                     destruction  or order  give to the other of them  notice in
                     writing to determine this present tenancy and thereupon the
                     same and  everything  herein  contained  shall cease and be
                     void as from the date of the occurrence of such destruction
                     or damage or order or of the Premises or the relevant  part
                     thereof  becoming  inaccessible  or unfit for industrial or
                     warehouse  use but  without  prejudice  to the  rights  and
                     remedies  of either  party  against the other in respect of
                     any   antecedent   claim  or  breach   of  the   agreements
                     stipulations  terms and conditions  herein  contained or of
                     the Landlord in respect of the rent payable hereunder prior
                     to the coming into effect of the suspension.

VII

                                     DEFAULT

                     It is hereby expressly agreed and declared as follows :-

Default             1.      If the  rent  and/or  the  management  fees  payable
                            hereunder or any part thereof shall be in arrear for
                            fifteen  (15) days after the same shall have  become
                            payable  (whether  formally  demanded  or not) or if
                            there shall be any breach or  non-performance of any
                            of the stipulations  conditions or agreements herein
                            contained  and  on the  part  of  the  Tenant  to be
                            observed or  performed or if the Tenant shall become
                            bankrupt or being a corporation go into  liquidation
                            (save   for  the   purposes   of   amalgamation   or
                            reconstruction)   or  if  the  Tenant  shall  suffer
                            execution   to  be  levied  upon  the   Premises  or
                            otherwise on the Tenant's goods then and in any such
                            case it shall



                                     - 14 -

<PAGE>

                            be lawful for the Landlord at any time thereafter to
                            re-enter  on and  upon  the  Premises  or  any  part
                            thereof in the name of the whole and thereupon  this
                            Agreement  shall  absolutely  determine  but without
                            prejudice  to any right of action by the Landlord in
                            respect of any outstanding  breach or non-observance
                            or non-performance by the Tenant of any of the terms
                            of this Agreement. All reasonable costs and expenses
                            incurred by the Landlord in demanding payment of the
                            rent and other  charges  aforesaid  (if the Landlord
                            elects to demand)  arising out of this Clause  shall
                            be paid by the Tenant and shall be recoverable  from
                            the  Tenant  as a  debt  or  be  deductible  by  the
                            Landlord  from  any  deposit  held  by the  Landlord
                            hereunder.

Acceptance          2.      The acceptance of any rent by the Landlord hereunder
of Rent                     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 terms and conditions herein
                            contained  and  on the  part  of  the  Tenant  to be
                            observed and performed.

Acts of             3.      For the  purpose of these  presents  any act default
Employees                   neglect or  omission  of any guest  visitor  servant
Invitees and                contractor employee agent invitee or licensee of the
Licensees                   Tenant shall be deemed to be the act default neglect
                            or omission of the Tenant.

Distraint           4.      For the  purpose  of Part  III of the  Landlord  and
                            Tenant (Consolidation)  Ordinance (Chapter 7) and of
                            these  presents,  the rent payable in respect of the
                            Premises  shall be  deemed to be in  arrears  if not
                            paid  in  advance  at the  times  and in the  manner
                            hereinbefore provided for payment thereof.

Interest etc.       5.      Notwithstanding  anything hereinbefore  contained if
                            the Tenant shall fail to pay the rental and/or other
                            moneys  herein  reserved or any part  thereof on due
                            date the Landlord  shall be entitled to recover from
                            the Tenant as a debt the following expenses incurred
                            by the  Landlord  in the  course of  recovering  the
                            rental in arrears



                                     - 15 -

<PAGE>

                            and/or other moneys unpaid or any part thereof :-

                        (a) all  Solicitors'  and/or  Counsels'  fees (on  taxed
                            costs basis) and court fees incurred by the Landlord
                            for  the  purpose  of  recovering   the  rental  and
                            air-conditioning  charges  in arrears  and/or  other
                            moneys unpaid or any part thereof from the Tenant;

                        (b) any other  reasonable  fees paid to  debt-collectors
                            appointed   by  the  Landlord  for  the  purpose  of
                            collecting the rental and  air-conditioning  charges
                            in arrears  and/or other  moneys  unpaid or any part
                            thereof from the Tenant;

                        (c) interest calculated at the rate of 3% over the prime
                            rate of The Hongkong & Shanghai Banking  Corporation
                            Limited on the rental and  air-conditioning  charges
                            in arrears  and/or other  moneys  unpaid or any part
                            thereof from the date due for payment to the date of
                            actual payment.


                                     - 16 -

<PAGE>

VIII

                                     DEPOSIT

Deposit             1.      The Tenant  shall on the signing  hereof and at such
                            other  times  (if any)  during  the term of  tenancy
                            hereby  created as are  specified in Part III of the
                            Schedule hereto deposit with the Landlord the sum or
                            sums  specified in Part VI of the Schedule to secure
                            the due observance and  performance by the Tenant of
                            the  agreements  stipulations  terms and  conditions
                            herein contained and on the part of the Tenant to be
                            observed and  performed  which said deposit shall be
                            held by the Landlord throughout the currency of this
                            agreement  free of any  interest  to the Tenant with
                            the right for the Landlord (without prejudice to any
                            other right or remedy hereunder) to deduct therefrom
                            the  amount  of any rent  rates  and  other  charges
                            payable  hereunder  and any costs  expenses  loss or
                            damage  sustained  by the  Landlord as the result of
                            any  non-observance or non-performance by the Tenant
                            of  any  of  the   said   agreements,   stipulations
                            obligations  or  conditions.  In  the  event  of any
                            deduction  being made by the Landlord  from the said
                            deposit in accordance  herewith  during the currency
                            of this  Agreement  the Tenant  shall  forthwith  on
                            demand by the Landlord make a further  deposit equal
                            to the amount so deducted  and failure by the Tenant
                            so to do shall  entitle the  Landlord  forthwith  to
                            re-enter  upon the Premises  and to  determine  this
                            Agreement as hereinbefore provided.

Repayment of        2.      Subject  as  aforesaid  the  said  deposit  shall be
Deposit                     refunded  to  the  Tenant  by the  Landlord  without
                            interest  within  fourteen days after the expiration
                            or  sooner   determination  of  this  Agreement  and
                            delivery of vacant  possession  to the  Landlord and
                            after  settlement of the last  outstanding  claim by
                            the  Landlord  against the Tenant for any arrears of
                            rent  rates and  other  charges  and for any  breach
                            non-observance  or  non-performance  of  any  of the
                            agreements  stipulations terms and conditions herein
                            contained  and  on the  part  of  the  Tenant  to be
                            observed or performed whichever shall be the later.

                                     - 17 -

<PAGE>

Transfer of         3.      If at any time during the term of the tenancy hereby
Deposit                     created, the Landlord shall sell or otherwise assign
                            the said  premises to the new owner  ("New  Owner"),
                            the  Landlord  may at any time  enter into a 3 party
                            agreement with the New Owner and the Tenant,  at the
                            costs of the  Landlord,  to the New  Owner  the said
                            deposit   (subject  to  the   Landlord's   right  of
                            deduction  aforesaid).  Upon  signing  such 3  party
                            agreement, the Landlord (which in this context shall
                            exclude  its  assigns)  shall  be  released  of  its
                            liability  and  obligation  under this  Agreement to
                            refund the said  deposit or any  balance  thereof to
                            the Tenant. The Tenant shall claim for the refund of
                            the said deposit or the balance thereof from the New
                            Owner only.

X

                        INTERPRETATION AND MISCELLANEOUS

Marginal            1.      The Marginal Notes,  Headings and Index are intended
Notes, Headings             for  guidance  only  and do not  form  part  of this
and Index                   Agreement  nor shall any of the  provisions  of this
                            Agreement be construed or  interpreted  by reference
                            thereto or in any way affected or limited thereby.

As-is Basis         2.      The Tenant  shall take over the  Premises  on an "as
                            is"  basis  which   include  any  ducting  or  vents
                            currently installed for extraction of exhaust gases,
                            fumes and hot air from the Premises but the Landlord
                            gives  no  warranty  or  representation  as  to  the
                            adequacy  thereof or as to their compliance with all
                            relevant regulations.

No Warranty         3.      The Landlord  does not represent or warrant that the
                            Premises are suitable for the user  specified in the
                            Section  I  hereto  or the use or  purposes  for the
                            intended  user by the Tenant  and the  Tenant  shall
                            satisfy  itself or shall be deemed to have satisfied
                            itself  that they are  suitable  for the purpose for
                            which  they  are to be used  and the  Tenant  hereby
                            agrees that it will at its own expense apply for any
                            requisite licences or permits from all Government or
                            Public  Authorities in



                                     - 18 -

<PAGE>

                            respect of the conduct of the  Tenant's  business in
                            the Premises  and shall  execute and comply with all
                            Ordinances,  Regulations,  Orders,  Notices or Rules
                            made  by  all   competent   Government   or   Public
                            Authorities  in  connection  with such  business  as
                            aforesaid  and the  Landlord  gives no  warranty  or
                            representation  as to  compliance  with all relevant
                            regulations  in respect of the aforesaid use AND the
                            Tenant  hereby   further  agrees  to  indemnify  the
                            Landlord  in  respect of any breach by the Tenant of
                            this Clause.

Condonation         4.      No  condoning,   excusing  or   overlooking  by  the
not a waiver                Landlord of any default, breach or non-observance or
                            non-performance  by the  Tenant at any time or times
                            of any  of the  agreements  stipulations  terms  and
                            conditions  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  shall  in no  way 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  future,  unless  expressly  so
                            provided.

Letting             5.      During  the  three  months  immediately  before  the
Notices and                 expiration  or sooner  determination  of the term of
Entry                       this  Agreement the Landlord  shall be at liberty to
                            affix and  maintain  without  interference  upon any
                            external part of the Premises a notice  stating that
                            the   Premises   are  to  be  let  and  such   other
                            information in connection  therewith as the Landlord
                            shall reasonably  require during the  aforementioned
                            period of 3 months  provided  that such  notice will
                            not  block  any  window  of  the  Premises  or  part
                            thereof.



                                     - 19 -

<PAGE>

Service of          6.      Any notice required to be served on the Tenant shall
Notice                      be sufficiently served if delivered to or despatched
                            by registered post or left at the registered  office
                            of the  Tenant.  A notice  sent by  registered  post
                            shall be  deemed to be given at the time and date of
                            posting.

Gender &            7.      In this Agreement if the context permits or requires
Plural                      words  importing  the singular  number shall include
                            the plural number and vice versa and words importing
                            the  masculine  feminine  or  neuter  gender,  shall
                            include the other of them.

Stamp Duty          8.      The Stamp Duty and registration fee (if any) on this
and Costs                   Agreement and its counterpart  shall be borne by the
                            Landlord and the Tenant in equal shares.  Each party
                            shall pay its own costs  and  disbursements  for the
                            preparation,   approval  and   completion   of  this
                            Agreement.


                                   SECTION XI

                                 OPTION TO RENEW

Notice to Renew     1.      If  the  Tenant  wishes  to  take a  tenancy  of the
                            Premises  for a  further  term of 3 years  from  the
                            expiration  of the Term at the rent and on the terms
                            and conditions  hereinafter  mentioned and shall not
                            less than 6 months before the expiration of the Term
                            give to the  Landlord  notice in writing of such its
                            desire  and if it shall  have  paid the rent  hereby
                            reserved  and shall have  reasonably  performed  and
                            observed  all  the  terms  and   conditions   herein
                            contained  and  on  its  part  to be  performed  and
                            observed up to the  expiration  of the Term then the
                            Landlord  will let the  Premises to the Tenant for a
                            further  term of 3 years from the 13th  January 2002
                            at the then  current  market  rent  such  rent to be
                            determined  in  manner   hereinafter   provided  and
                            subject   in  all   other   respects   to  the  same
                            stipulations  as are herein  contained  except  this
                            clause for renewal and any rent-free  period allowed
                            to the Tenant.



                                     - 20 -

<PAGE>

New Rent            2.      The rent payable for the said further term (the "new
                            rent")  shall be  notified  by the  Landlord  to the
                            Tenant  and  shall be  agreed  between  the  parties
                            hereto not less than two months immediately prior to
                            the  expiration  of the  Term  Provided  that in the
                            event of a failure by the parties hereto to agree on
                            the new  rent the same  shall  be  determined  by an
                            independent   professional   valuer   or   firm   of
                            professional  valuers (the "valuer") to be appointed
                            jointly by the  parties  hereto in writing or in the
                            absence of  agreement  on the identity of the valuer
                            not less than one month prior to the  expiration  of
                            the  Term the  valuer  shall  be  appointed  (on the
                            application  of either  party) by the  President for
                            the  time  being  of  the  Hong  Kong  Institute  of
                            Surveyors. The valuer shall act as an expert and not
                            as an arbitrator and the valuer's  decision shall be
                            conclusive and binding on the parties hereto.

Market Rent         3.      In  determining  the  current  market  rent  for the
                            Premises the valuer shall:

                        (a) make the following assumptions:

                            (i)   that  no  work  has  been  carried  out on the
                                  Premises by the Tenant its subtenants or their
                                  predecessors  in title  during  the Term which
                                  has   diminished   the  rental  value  of  the
                                  Premises

                            (ii)  that   the   agreements   contained   in  this
                                  Agreement  on the part of the Tenant have been
                                  fully performed and observed

                            (iii) that the  Premises  are  available to let by a
                                  willing  landlord  to a willing  tenant by one
                                  Agreement  without  a  premium  being  paid by
                                  either party and with vacant possession

                            (iv)  that the Premises are ready for and fitted out
                                  and equipped for immediate  occupation and use

                                     - 21 -

<PAGE>

                                  for the  purpose or  purposes  required by the
                                  willing tenant  referred to in paragraph (iii)
                                  and that all the  services  required  for such
                                  occupation   and  use  are  connected  to  the
                                  Premises

                            (v)   that the  Agreement  referred to in  paragraph
                                  (iii)   contains   the  same   terms  as  this
                                  Agreement  except  the  amount of the rent and
                                  any rent free period allowed to the Tenant for
                                  fitting out the  Premises  for its  occupation
                                  and use at the commencement of the Term

                        (b) and shall disregard the following matters:

                            (i)   any effect on rent of the fact that the Tenant
                                  or its  predecessors  in  title  have  been in
                                  occupation of the Premises

                            (ii)  any  goodwill  attributable  to  the  Tenant's
                                  business

                            (iii) any  increase in rental  value of the Premises
                                  attributable   to   the   existence   at   the
                                  expiration of the Term of any  improvement  to
                                  the  Premises  carried  out by the Tenant with
                                  consent  where  required   otherwise  than  in
                                  pursuance of an  obligation to the Landlord or
                                  its predecessors in title

Before              4.      Until the new rent  shall  have been  determined  in
determination               accordance with Clause 2 above, the Tenant shall pay
of new rent                 to the  Landlord  on  account  of the new  rent  the
                            existing  monthly  rent for the  Premises and within
                            twenty-one  days of such  determination  the  Tenant
                            shall pay to the Landlord any shortfall  between the
                            new  rent and the  payments  made by the  Tenant  on
                            account.

Costs               5.      The cost and  expenses of the valuer  shall be borne
                            by the parties hereto in equal shares.


                                     - 22 -

<PAGE>

                         THE SCHEDULE ABOVE REFERRED TO

                                     PART I

LANDLORD:        Many  Best  Development  Limited  whose  registered  office  is
                 situate  at  Workshop  1 on  1st  Floor,  Tak  King  Industrial
                 Building, No.27, Lee Chung Street, Chaiwan, Hong Kong.

TENANT:          Workable Company Limited whose registered  office is situate at
                 Workshop 1 on 1st Floor, Tak King Industrial  Building,  No.27,
                 Lee Chung Street, Chaiwan, Hong Kong.

                                     PART II

PREMISES:        All Those  Workshop 1 on 1st Floor & The Flat Roof  Thereof and
                 Lorry Car Park No. 4 on Upper Ground Floor, Tak King Industrial
                 Building ("the  Building"),  No.27, Lee Chung Street,  Chaiwan,
                 Hong Kong.

                                    PART III

TERM:            Three years  commencing  on 13th  January  1999 and expiring on
                 12th January 2002.

                                     PART IV

                               PARTICULARS OF RENT

The rent for the Term  shall be HONG  KONG  DOLLARS  FIFTY  NINE  THOUSAND  FOUR
HUNDRED AND FORTY  (HK$59,440.00)  per calendar  month payable in advance on the
first day of each calendar month and exclusive of rates and management fee.



                                     - 23 -

<PAGE>

                                     PART V

MANAGEMENT FEE:  HONG  KONG  DOLLARS  FIVE   THOUSAND  SIX  HUNDRED  AND  TWELVE
                 (HK$5,612.00)  per calendar month payable monthly in advance on
                 the 1st day of each  calendar  month and subject to revision by
                 the Landlord or the Manager of the Building from time to time.




                                     - 24 -

<PAGE>

                                     PART VI

DEPOSIT:         HONG KONG  DOLLARS ONE HUNDRED  SEVENTY  EIGHT  THOUSAND  THREE
                 HUNDRED AND TWENTY (HK$178,320.00).





                                     - 25 -

<PAGE>

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



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










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











        RECEIVED  on or before the day     )
and year first above written of and        )
from the Tenant the above mentioned        )
deposit of  HONG KONG DOLLARS ONE HUNDRED  )
SEVENTY EIGHT THOUSAND THREE HUNDRED       )
AND TWENTY ONLY                            )HK$178,320.00
                                           )=============


                                     - 26 -




                         Dated     day of           1999





                       SPLENDOUR CHIEF DEVELOPMENT LIMITED



                                       and



                            WORKABLE COMPANY LIMITED




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

                                TENANCY AGREEMENT

                                       of

                  All  Those  Workshops  1 & 2 on  17th  Floor,
                  Workshops 1 & 2 on 14th Floor,  Workshop 1 on
                  2nd  Floor & The Flat  Roof and  Private  Car
                  Park No. 18 on Upper Ground  Floor,  Tak King
                  Industrial Building, No.27, Lee Chung Street,
                  Chaiwan, Hong Kong


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

                      REGISTERED  at the Land Registry
                  by Memorial No.
                  on




                                             p. Land Registrar.






                               SO KEUNG YIP & SIN
                                   Solicitors
                                   17th Floor,
                        Standard Chartered Bank Building
                            4 Des Voeux Road Central,
                                    Hong Kong

<PAGE>

                              AGREEMENT


                              AN AGREEMENT  made this       day of
                              One thousand nine hundred and ninety-nine

Parties                       BETWEEN  the  person or  company  detailed  as the
                              Landlord  in  Part  I  of  the   Schedule   hereto
                              (hereinafter  called  "the  Landlord")  of the one
                              part and the  person or  company  detailed  as the
                              Tenant   in   Part  I  of  the   Schedule   hereto
                              (hereinafter  called  "the  Tenant")  of the other
                              part.


                              W H E R E B Y :-

Premises                      The  Landlord  shall let and the Tenant shall take
                              ALL THOSE the premises (hereinafter referred to as
                              "the Premises")  forming part of all that building
                              (hereinafter  referred to as "the  Building")  and
                              more particularly described and set out in Part II
                              of the Schedule  attached hereto Together with the
                              use in common  with the  Landlord  and all  others
                              having the like right of the entrances  staircases
                              landings  passages  and toilets in the Building in
                              so far as the same are  necessary  for the  proper
                              use and enjoyment of the Premises and except in so
                              far as the Landlord may from time to time restrict
                              such use (without  unreasonably  interfering  with
                              the use,  occupation  or enjoyment of the Premises
                              by the  Tenant)  And  together  with the  right in
                              common  with  others  having the like right to use
Term                          the lift  service in the  building  (whenever  the
                              same shall be operating) for the term set forth in
Rent                          Part  III  of the  Schedule  hereto  YIELDING  AND
                              PAYING  therefor  throughout  the said  term  (but
                              subject to Clause 10 of Section X hereof) the rent
                              as are set out in Part IV of the  Schedule  hereto
                              which sums shall be payable exclusive of rates and
                              management  fees in advance without any deductions
                              on the first day of each calendar  month the first
                              and  last  of  such  payments  to  be  apportioned
                              according  to the  number  of  days  in the  month
                              included in the said term.

User                          Subject  as   hereinafter   mentioned  and  unless
                              otherwise agreed by the parties hereto, the Tenant
                              agrees  to use the  Premises  for  industrial  and
                              ancillary offices and warehouse  purposes only and
                              for no other purpose 

                                      - 1 -

<PAGE>

                              whatsoever.


II

                            RENT AND OTHER CHARGES

                            The Tenant agrees with the Landlord as follows:-

                            1.     To pay on the days and in the  manner  herein
                                   provided :-

Rent                        (a)    the said rent;

Air-                        (b)    the air-conditioning charges (if any);
Conditioning
Charges     

Maintenance                 (c)    the cleaning charges (if any);
Charges     

Cleaning                    (d)    the  management  fees payable by the owner or
Charges                            occupier  of the  Premises  pursuant to or by
Management                         virtue  of the  Deed of  Mutual  Covenant  or
Fees                               Management Agreement relating to the building
                                   (if any).

Rates                       2.     To  pay  and   discharge   all  rates   taxes
                                   assessments  duties  impositions  charges and
                                   outgoings  whatsoever  now or hereafter to be
                                   imposed or levied on the Premises or upon the
                                   owner or occupier  in respect  thereof by the
                                   Government   of   The   Hong   Kong   Special
                                   Administrative   Region   or   other   lawful
                                   authority  (Government Rent, Property Tax and
                                   outgoings  of  a  capital  or   non-recurring
                                   nature  excepted).  Without  prejudice to the
                                   generality of this subclause the Tenant shall
                                   pay all rates  imposed on the Premises in the
                                   first place to the  Landlord who shall settle
                                   the same with the Government of The Hong Kong
                                   Special  Administrative  Region  and  in  the
                                   event of the  Premises  not yet  having  been
                                   assessed to rates the Tenant shall pay to the
                                   Landlord a sum equal to the rates which would
                                   be charged by the Government of The Hong Kong
                                   Special Administrative Region on the basis of
                                   a rateable value equal to twelve months' rent
                                   payable  by  the  Tenant  on  account  of the
                                   Tenant's  liability under this Clause subject
                                   to   adjustment   when  the   assessment   is
                                   available.

Utilities                   3.     To pay and discharge all deposits and charges
                                   in respect of gas water deposits  


                                      - 2 -
<PAGE>

                                   electricity air  conditioning  and telephone
                                   as may  be  shown  by or  operated  from  the
                                   Tenant's  own metered supplies or by accounts
                                   rendered  to  the  Tenant in  respect  of all
                                   such   utilities   consumed  on   or  in  the
                                   Premises.


III

                            TENANT'S OBLIGATIONS

Compliance                  1.     To  obey  observe  and  comply  with  and  to
with Ordinances                    indemnify the Landlord  against the breach of
                                   all ordinances,  regulations, bye-laws, rules
                                   and requirements of any Governmental or other
                                   competent  authority  relating to the use and
                                   occupation  of the Premises or any other act,
                                   deed,   matter  or  thing  done,   permitted,
                                   suffered or omitted therein or thereon by the
                                   Tenant of any employee,  agent or licensee of
                                   the  Tenant  and  without  prejudice  to  the
                                   foregoing to obtain any  approval  licence or
                                   permit required by any  Governmental or other
                                   competent  authority in  connection  with the
                                   Tenant's use and  occupation  of the Premises
                                   and to  indemnify  the  Landlord  against the
                                   consequences of a breach of this provision.  

Fitting Out                 2.     To fit out the  interior  of the  Premises in
                                   accordance with such plans and specifications
                                   as shall  have been  first  submitted  to and
                                   approved  by the  Landlord  in writing  (such
                                   approval shall not be  unreasonably  withheld
                                   or delayed) in a good and proper  workmanlike
                                   fashion  and  safety and so to  maintain  the
                                   same   throughout   the  said  term  in  good
                                   condition and repair to the  satisfaction  of
                                   the Landlord  (fair wear and tear inherent or
                                   latent defects excepted).

Good Repair                 3.     To keep  all  the  interior  of the  Premises
of Interior                        including  the flooring  interior  plaster or
                                   other finishing  material or rendering to the
                                   walls floors and ceilings and the  Landlord's
                                   fixtures and fittings  therein  including all
                                   doors windows  electrical  installations  and
                                   wiring light fittings suspended ceilings fire
                                   fighting  apparatus and ducting in good clean
                                   tenantable  substantial and proper repair and
                                   condition  (fair  wear and tear  inherent  or
                            

                                      - 3 -

<PAGE>

                                   latent  defects  excepted)  so as to maintain
                                   the same at the expense of the Tenant, and to
                                   deliver  up the same to the  Landlord  at the
                                   expiration  or  sooner  determination  of the
                                   said term in like condition.

Replacement                 4.     To pay to or reimburse  the Landlord the cost
of Windows                         of  replacing  all broken or damaged  windows
                                   whether  the same be broken or damaged by the
                                   negligence   of  the   Tenant   or  owing  to
                                   circumstances   beyond  the  control  of  the
                                   Tenant.                                      

Repair of                   5.     To repair or  replace if so  required  by the
Electrical                         appropriate  company  or  authority  by  duly
Installations                      authorised contractor statutory undertaker or
                                   authority  as the case may be under the terms
                                   of the  Electricity  Supply  Ordinance or any
                                   statutory    modification   or   re-enactment
                                   thereof   or  any   Orders  in   Council   or
                                   regulations    made    thereunder   all   the
                                   electrical wiring  installations and fittings
                                   within the  Premises  and the wiring from the
                                   Tenant's  meter or meters to and  within  the
                                   same.                                        

Good Repair                 6.     At the expense of the Tenant to maintain  all
to Toilets and                     toilets  and water  apparatus  as are located
Water Apparatus                    within the  Premises  (or  elsewhere  if used
                                   exclusively   by  the  Tenant  its  employees
                                   invitees  and  licensees)  in good  clean and
                                   tenantable  state  and in proper  repair  and
                                   condition  (fair wear and tear  inherent  and
                                   latent defects  excepted) at all times during
                                   the  said  term  to the  satisfaction  of the
                                   Landlord   and   in   accordance   with   the
                                   Regulations  of the  Public  Health  or other
                                   Government Authority concerned.              

Cleaning of                 7.     To  pay  on  demand  to  the   Landlord   the
Drains                             reasonable  cost  incurred by the Landlord in
                                   cleaning  and  clearing  any  of  the  drains
                                   choked or stopped up owing to the improper or
                                   careless  use by the Tenant or its  employees
                                   invitees or licensees.                       

Indemnify                   8.     To be wholly  responsible  for any  damage to
against Loss/                      the  Premises or any damage or injury  caused
Damage from                        to any person whomsoever directly through the
Interior Defects                   defective or damaged condition of any part of
                                   the  interior  of the  Premises or in any way
                                   owing to the  spread  of fire or smoke or the
                                   overflow  of water from the  Premises  or any
                                   part  thereof or 

                                      - 4 -

<PAGE>

                                   through  the act  default  or  neglect of the
                                   Tenant  its  servants  agents   licensees  or
                                   contractors  and to  make  good  the  same by
                                   payment or  otherwise  and to  indemnify  the
                                   Landlord  against all reasonable costs claims
                                   demands   actions   and   legal   proceedings
                                   whatsoever  made  upon  the  Landlord  by any
                                   person in respect of any such loss  damage or
                                   injury and all costs and expenses  incidental
                                   thereto,  and to  effect  adequate  insurance
                                   cover  in   respect  of  such  risks  with  a
                                   reputable   company.   The   policy  of  such
                                   insurance  shall  be  endorsed  to  show  the
                                   Landlord as registered  owner of the Building
                                   or the  Premises  (as  the  case  may be) and
                                   shall be in such amount as may be required by
                                   the Landlord and in the  reasonable  opinions
                                   of the  Landlord to be  sufficiently  covered
                                   all  the  risks  mentioned  above  and  shall
                                   contain  a  clause  to the  effect  that  the
                                   insurance  cover  thereby  effected  and  the
                                   terms  and  conditions  thereof  shall not be
                                   cancelled  modified or restricted without the
                                   prior consent of the Landlord  (which consent
                                   shall  not  be   unreasonably   withheld   or
                                   delayed).    The   Tenant   hereby    further
                                   undertakes  to produce to the Landlord as and
                                   when  required by the Landlord on  reasonable
                                   prior written notice such policy of insurance
                                   together  with a receipt for the last payment
                                   of  premium  and  a   certificate   from  the
                                   insurance  company  that the  policy is fully
                                   paid  up  and  in  all  respects   valid  and
                                   subsisting.

Protection                  9.     To take all reasonable precautions to protect
from typhoon                       the  interior of the  Premises  from storm or
                                   typhoon damage.                              

To permit                   10.    To permit  the  Landlord  its  agents and all
Landlord to                        persons  authorised  by it  with  or  without
enter and view                     workmen   or  others   and  with  or  without
                                   appliances at all reasonable times upon prior
                                   appointment  to enter  upon the  Premises  to
                                   view  the  condition   thereof  and  to  take
                                   inventories  of  the  fixtures  and  fittings
                                   therein  and to carry  out any work or repair
                                   required  to be  done  provided  that  in the
                                   event  of  an  emergency   the  Landlord  its
                                   servants or agents may enter  without  notice
                                   and forcibly if need be.                     

To execute                  11.    To make good all  defects and wants of repair
repair on receipt                  to the  Premises  for which the 

                                      - 5 -

<PAGE>

of notice                          Tenant may be liable within the period of one
                                   month from the receipt of written notice from
                                   the Landlord to amend and make good the same,
                                   and if the Tenant  shall fail to execute such
                                   works or repairs as  aforementioned to permit
                                   the  Landlord  on  reasonable  prior  written
                                   notice to enter upon the Premises and execute
                                   the same and in such case the reasonable cost
                                   thereof  shall be a debt due from the  Tenant
                                   to the Landlord and be recoverable  forthwith
                                   by action.

Inform                      12.    To give  notice to the  Landlord or its agent
Landlord of                        of any  damage  that may be  suffered  to the
Damage                             Premises and of accident to or defects in the
                                   water  and gas  pipes  electrical  wiring  or
                                   fittings,   fixtures   or  other   facilities
                                   provided by the Landlord.                    

Refuse and                  13.    To be  responsible  for the removal of refuse
Garbage Removal                    and  garbage   from  the   Premises  to  such
                                   location  as  shall  be   specified   by  the
                                   Landlord  from  time to time  and to use only
                                   that type of refuse container as is specified
                                   by the  Landlord  from  time to time.  In the
                                   event of the Landlord  providing a collection
                                   service for refuse and garbage the same shall
                                   be used by the Tenant to the exclusion of any
                                   other  similar  service  and  the use of such
                                   service  provided by the Landlord shall be at
                                   the sole cost of the Tenant.                 

Installation                14.    The Tenant  shall  make its own  arrangements
of Telephone                       with the  public  telephone  company  in Hong
Cables                             Kong  with  regard  to  the  installation  of
                                   telephones   in   the   Premises,   but   the
                                   installation  of telephone  lines outside the
                                   Premises  must  be  in  accordance  with  the
                                   Landlord's reasonable directions.            

Government                  15.    To be bound by and to be observe  and perform
Lease and Deed of                  all the  terms  conditions  stipulations  and
Mutual Covenant                    covenants contained Government Lease and Deed
                                   of Mutual Covenant of the Building.

Contractors                 16.    To be liable for any act  default  negligence
Employees                          or  omission  of  the  Tenant's  contractors,
Invitees and                       employees invitees or licensees as if it were
Licensees                          the act default negligence or omission of the
                                   Tenant and to indemnify the Landlord  against
                                   all  costs   claims   demands   expenses   or
                                   liability  

                                      - 6 -

<PAGE>

                                   to any third party  in  connection therewith.

Yield up                    17.    To yield up the  Premises  with all  fixtures
Premises                           fittings and additions therein and thereto at
and Handover                       the expiration or sooner determination of the
                                   Term in good  clean  substantial  and  proper
                                   repair  and  condition  (fair  wear  and tear
                                   inherent  and latent  defects  excepted)  AND
                                   thereupon  to  surrender  to the Landlord all
                                   keys leading to all parts of the Premises and
                                   if required by the  Landlord to remove at the
                                   Tenant's  expense  all  fixtures,   fittings,
                                   additions,  partitions, floor coverings, wall
                                   finishes,    false    ceilings,    electrical
                                   installations  and  wirings,  erections,  and
                                   alterations  made or installed upon or in the
                                   Premises  whether  by  the  Tenant  or  by  a
                                   previous  occupier of the  Premises and taken
                                   over by the Tenant and to re-instate  restore
                                   and  make  good  any  damage  caused  by such
                                   removal or  re-instatement  Provided that the
                                   Tenant's  obligations  relating to removal or
                                   re-instatement   under  this  Clause  may  be
                                   modified  or varied by the  mutual  agreement
                                   between the  Landlord and the Tenant that the
                                   Landlord  proposes  without  payment  of  any
                                   compensation to retain all or any of the said
                                   fixtures,  fittings,  additions,  partitions,
                                   floor  coverings,  erections and  alterations
                                   which   the   Tenant  is   otherwise   liable
                                   hereunder  to  remove  but  subject  to  this
                                   proviso,  the Tenant shall re-instate restore
                                   and  make  good  the  Premises  or  any  part
                                   thereof requiring to be re-instated  restored
                                   or made good and  deliver up the  Premises to
                                   the Landlord in "bare shell" condition and in
                                   the event of the Tenant  failing so to do the
                                   Tenant  shall on demand  pay to the  Landlord
                                   the cost of such  re-instatement  restoration
                                   or making good.                              

IV

                            LANDLORD'S OBLIGATIONS

                            The Landlord agrees with the Tenant as follows:-

Quiet                       1.     To permit  the Tenant  (duly  paying the rent
Enjoyment                          the management fees and the cleaning  charges
                                   (if any) hereby agreed to be paid            


                                      - 7 -

<PAGE>

                                   on the days and in manner herein provided for
                                   payment  of the same and rates and  observing
                                   and performing  the  agreements  stipulations
                                   terms   conditions  and  obligations   herein
                                   contained)  to  have  quiet   possession  and
                                   enjoyment  of the  Premises  during  the said
                                   term without any interruption by the Landlord
                                   or any  person  lawfully  claiming  under  or
                                   through or in trust for the Landlord.

Government Rent             2.     To pay the  Government  Rent and Property Tax
                                   and  outgoings of a capital or  non-recurring
                                   nature  attributable to or payable in respect
                                   of the Premises.                             

Roof and                    3.     To repair maintain and keep main drains water
Main                               pipes  main   cables  main  walls  roofs  and
Structure                          exterior   window   frames  of  the  Building
                                   (except  in so far as the same are within the
                                   responsibility  of the Tenant hereunder) in a
                                   proper state of repair and condition Provided
                                   that the  Landlord  shall not be  liable  for
                                   breach of this  Clause  (so far as it relates
                                   to the  Premises)  unless  and until  written
                                   notice of any  defect  or want of repair  has
                                   been given to the  Landlord by the Tenant and
                                   the  Landlord  has failed to take  reasonable
                                   steps to repair or remedy the same.          

                            4.     To use its  best  endeavours  to  ensure  the
                                   Manager of the Management  Office carries out
                                   his duty  under the Deed of  Mutual  Covenant
                                   and Management Agreement.


                            SECTION V

                            RESTRICTIONS AND PROHIBITIONS


                            The Tenant hereby agrees with the Landlord as 
                            follows:-

Installation                1. (a) Not to make or  permit  or  suffer to be made
and Alterations                    any   alterations  in  or  additions  to  the
                                   Premises   or  to   the   electrical   wiring
                                   installation,  air-conditioning  ducting  (if
                                   any),  lighting  fixtures or other Landlord's
                                   fixtures or to install any plant apparatus or
                                   machinery   therein   without   first  having
                                   obtained the written  consent of the Landlord
                                   therefor   (which   consent   shall   not  be
                                   unreasonably 

                                       - 8 -

<PAGE>

                                   withheld or delayed).

                               (b) Not to  place  on any  part  of the  Premises
                                   object of any kind of the  weight of which is
                                   in  excess  of  the  floor   loading  of  the
                                   Premises.

                               (c) Not   to   erect   install   or   alter   any
                                   partitioning  of any kind in the  Premises or
                                   any part thereof  without having obtained the
                                   Landlord's   prior  written  approval  (which
                                   approval shall not be  unreasonably  withheld
                                   or  delayed).   Any  such   partitioning   or
                                   alteration  thereof  approved by the Landlord
                                   shall be constructed or made at such position
                                   and with such material and in accordance with
                                   such other  requirement  (if any) as shall be
                                   reasonably   directed   or  approved  by  the
                                   Landlord.  All  reasonable  fees and expenses
                                   incurred  by the  Landlord in  obtaining  the
                                   approval  of  the  Landlord's  architects  or
                                   consultants   on   the   location   of   such
                                   partitioning or alteration  shall be borne by
                                   the  Tenant  and  payment   therefor  to  the
                                   Landlord as may be imposed as a pre-requisite
                                   of the Tenant receiving such permission.

Injury to                   2.     Not to cut maim or injure or permit or suffer
Main Walls                         to be cut maimed or injured any doors windows
                                   walls beams structural  members or other part
                                   of the fabric of the Premises.               

Alteration                  3.     Save as provided in Section V Clause 5 hereof
to                                 not to  affix  anything  or paint or make any
Exterior                           alteration  whatsoever to the exterior of the
                                   Premises.                                    

Noise                       4.     Not to cause or  produce  or suffer or permit
                                   to be  produced  on or in  the  Premises  any
                                   sound  or  noise  which is or are or may be a
                                   nuisance  or  annoyance  to  the  tenants  or
                                   occupiers   of   adjacent   or   neighbouring
                                   premises.

Signs                       5.     Not without the prior written approval of the
                                   Landlord   (which   approval   shall  not  be
                                   unreasonably   withheld  or  delayed  if  the
                                   Tenant shall have  complied with any relevant
                                   regulations  and rules of the  government and
                                   the direction of the 


                                      - 9 -

<PAGE>

                                   manager  of  the   Building)  to  exhibit  or
                                   display on the  exterior of the  Premises any
                                   writing   sign   signboard  or  other  device
                                   whether  illuminated  or  not  which  may  be
                                   visible  from  outside  the  Premises  nor to
                                   affix any writing  signs  signboard  or other
                                   device in at or above any  common  area lobby
                                   landing or corridor of the Building  provided
                                   that  the  Tenant  may  display  its name and
                                   trade name in  appropriate  size(s)  and in a
                                   reasonable  manner  acceptable to the manager
                                   of the Building.

Auction and                 6.     Not to  conduct  or permit to be taken  place
Sales                              any  auction  fire  bankruptcy  close  out or
                                   similar  sales of things or properties of any
                                   kind on the Premises.                        

Illegal or                  7.     Not to use or cause  permit  or  suffer to be
Immoral Use                        used any part of the Premises for gambling or
                                   for any illegal immoral or improper  purposes
                                   or  in  any  way  so  as  to  cause  nuisance
                                   annoyance  inconvenience  or damage or danger
                                   to the  Landlord or the tenants or  occupiers
                                   of adjacent or neighbouring premises.        

Sleeping or                 8.     Not to use the  Premises or any part  thereof
Domestic Use                       as sleeping  quarters or as domestic premises
                                   within the meaning of any  ordinance  for the
                                   time being in force or to allow any person to
                                   remain on the Premises  overnight unless with
                                   the Landlord's  prior  permission in writing.
                                   Such permission shall only be given to enable
                                   the Tenant to post watchmen to look after the
                                   contents of the Premises and the names of the
                                   watchmen  shall first be registered  with the
                                   Landlord prior to its giving such permission.

Obstructions                9.     Not to place or leave or  suffer or permit to
in Passages                        be placed or left by any contractor  employee
                                   invitee or  licensee  of the Tenant any boxes
                                   furniture articles or rubbish in the entrance
                                   or any of the staircases passages or landings
                                   of the  Building  used in common  with  other
                                   tenants or the Landlord or otherwise encumber
                                   the same.                                    

Prevention                  10.    Not to  cause  or  permit  any  offensive  or
of odours                          unusual odours to be produced upon or emanate
                                   from the Premises.                           

Animals, Pets               11.    Not to keep or  permit  or  suffer to be kept


                                      - 10 -

<PAGE>

and infestation                    any animals or pets inside the  Premises  and
                                   to take all such steps and precautions to the
                                   satisfaction  of the  Landlord to prevent the
                                   Premises or any part  thereof  from  becoming
                                   infested by termites rats mice roaches or any
                                   other  pests  or  vermin  and for the  better
                                   observance  hereof the  Landlord  may require
                                   the Tenant to employ at the Tenants cost such
                                   pest   extermination   contractors   as   the
                                   Landlord may  nominate and at such  intervals
                                   as the Landlord may direct.                  

Subletting,                 12.    Not without the prior written  consent of the
Assigning                          Landlord to assign underlet or otherwise part
                                   with the  possession  of the  Premises or any
                                   part  thereof  in any way  whether  by way of
                                   sub-letting  lending  sharing or other  means
                                   whereby  any person or persons not a party to
                                   this Agreement  obtains the use or possession
                                   of  the   Premises   or  any   part   thereof
                                   irrespective  of whether  any rental or other
                                   consideration   is  given  for  such  use  or
                                   possession  and in  the  event  of  any  such
                                   transfer  sub-letting  sharing  assignment or
                                   parting with the  possession  of the Premises
                                   (whether for monetary  consideration  or not)
                                   this Agreement shall absolutely determine and
                                   the  Tenant   shall   forthwith   vacate  the
                                   Premises  on notice to that  effect  from the
                                   Landlord.  The  Tenancy  shall be personal to
                                   the  Tenant  named in the First  Schedule  to
                                   this   Agreement   and  without  in  any  way
                                   limiting the  generality of the foregoing the
                                   following   acts  and  events   shall  unless
                                   approved in writing by the Landlord be deemed
                                   to be breaches of this Clause :-             

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

                                   (b)  In  the  case  of a  tenant  who  is  an
                                        individual  (including a sole  surviving
                                        partner  of a  partnership  tenant)  the
                                        death  insanity  or  disability  of that
                                        individual  to the intent  that no right
                                        to  use  possess  occupy  or  enjoy  the
                                        Premises or any part thereof  shall vest
                                        in the executors administrators personal


                                     - 11 -
<PAGE>

                                        representatives  next of kin  trustee or
                                        committee of any such individual.

                                   (c)  In  the  case  of a  tenant  which  is a
                                        corporation    liquidation    save   for
                                        internal reconstruction or amalgamation.

                                   (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
                                        Premises or any part  thereof or does in
                                        fact use  possess  occupy  or enjoy  the
                                        same.


Breach of                   13.    Not   to   cause   suffer   or   permit   any
Government Lease                   contravention   of  the   provisions  of  the
                                   Government  Lease  under  which the  Landlord
                                   holds  the  Premises  and  to  indemnify  the
                                   Landlord against any such breach.            

Breach of                   14.    Not to cause or  suffer  or permit to be done
Insurance Policy                   any  act  or  thing  whereby  the  policy  or
                                   policies of Insurance on the Premises against
                                   damage by fire or liability to Third  parties
                                   for the time being subsisting may become void
                                   or voidable or whereby the rate or premium or
                                   premiums  thereon  may be  increased,  and to
                                   repay to the Landlord on demand all sums paid
                                   by the Landlord by way of  increased  premium
                                   or premiums thereon and all expenses incurred
                                   by the  Landlord  in and about any renewal of
                                   such  policy  or  policies  arising  from  or
                                   rendered   necessary  by  a  breach  of  this
                                   Clause.                                      

V

                            EXCLUSIONS

                            IT IS HEREBY FURTHER  EXPRESSLY  AGREED AND DECLARED
                            that the Landlord shall not in any  circumstances be
                            liable to the Tenant or any other person  whomsoever
                            unless  caused by the act,  negligence or default of
                            the Landlord, its agents or servants :-

Lift, Air-                  1.     In respect of any loss or damage to person or
conditioning,                      property sustained by the Tenant or any other
Utilities                          person  caused  by or  through  or in any way
                                   owing to any  defect in or  


                                     - 12 -

<PAGE>

                                   breakdown   of  the  lifts   air-conditioning
                                   system, electric power and water supplies, or
                                   any other  building  service  provided in the
                                   Building, or

Fire and                    2.     In respect of any loss or damage to person or
overflow                           property sustained by the Tenant or any other
of water                           person  caused  by or  through  or in any way
                                   owing to the  escape of fumes  smoke  fire or
                                   any other  substance or thing or the overflow
                                   of water from  anywhere  within the Building,
                                   or                                           

Security                    3.     For  the  security  or   safekeeping  of  the
                                   Premises  or  any  contents  therein  and  in
                                   particular  but  without   prejudice  to  the
                                   generality  of the foregoing the provision by
                                   the Landlord of watchmen and caretakers shall
                                   not create any  obligation on the part of the
                                   Landlord as to the  security of the  Premises
                                   or   any    contents    therein    and    the
                                   responsibility for the safety of the Premises
                                   and the contents  thereof  shall at all times
                                   rest with the Tenants, nor shall the rent and
                                   other charges  hereinbefore  mentioned or any
                                   part thereof  abate or cease to be payable on
                                   account of any of the foregoing.             


VI

                            ABATEMENT OF RENT

Suspension  of              If the  Premises or the Building or any part thereof
rent in case                shall at any time during the tenancy be destroyed or
of  fire  etc.              damaged or become  inaccessible  owing to fire water
                            storm  typhoon  defective  construction  white  ants
                            earthquake  subsidence of the ground or any calamity
                            beyond the  control of the  Landlord so as to render
                            the   Premises  or  any  part   thereof   unfit  for
                            industrial  use or  inaccessible  and the  policy or
                            policies of insurance effected by the Landlord shall
                            not have been  vitiated  or  payment  of the  policy
                            moneys refused in whole or in part in consequence of
                            any act or  default  of the Tenant or if at any time
                            during the  continuance of this tenancy the Premises
                            or  the  Building  or  any  part  thereof  shall  be
                            condemned  as a dangerous  structure or a demolition
                            order or closing  order shall  become  operative  in
                            respect of the  Premises or the Building or any part
                            thereof  then the  rent  hereby  reserved  or a 


                                     - 13 -

<PAGE>

                            fair proportion  thereof according to the nature and
                            extent of the damage  sustained  or order made shall
                            after the  expiration  of the then current  month be
                            suspended  until the Premises or Building or (as the
                            case may be) the relevant  part thereof  shall again
                            be rendered  accessible  and fit for  industrial  or
                            warehouse  use provided  that should the Premises or
                            the  Building  or (as the case may be) the  relevant
                            part  thereof  not  have  been   reinstated  in  the
                            meantime  either the  Landlord  or the Tenant may at
                            any time after one month from the occurrence of such
                            damage or  destruction or order give to the other of
                            them  notice in writing to  determine  this  present
                            tenancy and thereupon the same and everything herein
                            contained  shall  cease and be void as from the date
                            of the  occurrence of such  destruction or damage or
                            order  or of  the  Premises  or  the  relevant  part
                            thereof   becoming   inaccessible   or   unfit   for
                            industrial or warehouse use but without prejudice to
                            the rights and remedies of either party  against the
                            other in respect of any  antecedent  claim or breach
                            of the agreements  stipulations terms and conditions
                            herein  contained  or of the  Landlord in respect of
                            the rent payable  hereunder prior to the coming into
                            effect of the suspension.


VII

                            DEFAULT

                            It is hereby expressly agreed and declared as 
                            follows :-

Default                     1.     If  the  rent  and/or  the  management   fees
                                   payable  hereunder or any part thereof  shall
                                   be in arrear for fifteen  (15) days after the
                                   same  shall  have  become  payable   (whether
                                   formally  demanded  or not) or if there shall
                                   be any  breach or  non-performance  of any of
                                   the  stipulations  conditions  or  agreements
                                   herein  contained  and  on  the  part  of the
                                   Tenant to be observed or  performed or if the
                                   Tenant  shall  become  bankrupt  or  being  a
                                   corporation go into liquidation (save for the
                                   purposes of amalgamation  or  reconstruction)
                                   or if the Tenant shall suffer execution to be
                                   levied upon the  

                                     - 14 -

<PAGE>

                                   Premises or otherwise  on the Tenant's  goods
                                   then and in any such  case it shall be lawful
                                   for the  Landlord at any time  thereafter  to
                                   re-enter on and upon the Premises or any part
                                   thereof   in  the  name  of  the   whole  and
                                   thereupon  this  Agreement  shall  absolutely
                                   determine but without  prejudice to any right
                                   of action by the  Landlord  in respect of any
                                   outstanding   breach  or   non-observance  or
                                   non-performance  by the  Tenant of any of the
                                   terms of this Agreement. All reasonable costs
                                   and  expenses  incurred  by the  Landlord  in
                                   demanding  payment  of  the  rent  and  other
                                   charges  aforesaid (if the Landlord elects to
                                   demand)  arising out of this Clause  shall be
                                   paid by the Tenant  and shall be  recoverable
                                   from the Tenant as a debt or be deductible by
                                   the  Landlord  from any  deposit  held by the
                                   Landlord hereunder.

Acceptance                  2.     The  acceptance  of any rent by the  Landlord
of Rent                            hereunder 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   terms  and  conditions  herein
                                   contained and on the part of the Tenant to be
                                   observed and performed.                      

Acts of                     3.     For the  purpose  of these  presents  any act
Employees                          default  neglect  or  omission  of any  guest
Invitees  and                      visitor  servant  contractor  employee  agent
Licensees                          invitee or  licensee  of the Tenant  shall be
                                   deemed  to be  the  act  default  neglect  or
                                   omission of the Tenant.                      

Distraint                   4.     For the  purpose of Part III of the  Landlord
                                   and Tenant (Consolidation) Ordinance (Chapter
                                   7) and of these presents, the rent payable in
                                   respect of the Premises shall be deemed to be
                                   in  arrears  if not  paid in  advance  at the
                                   times and in the manner hereinbefore provided
                                   for payment thereof.                         

Interest etc.               5.     Notwithstanding     anything     hereinbefore
                                   contained if the Tenant shall fail to pay the
                                   rental and/or other moneys herein reserved or
                                   any part  thereof  on due  date the  Landlord
                                   shall be entitled to recover  from the Tenant
                                   as a debt the following  

                                     - 15 -

<PAGE>

                                   expenses  incurred  by  the  Landlord  in the
                                   course of  recovering  the  rental in arrears
                                   and/or  other  moneys   unpaid  or  any  part
                                   thereof :-
                                                                                
                                   (a)  all  Solicitors'  and/or  Counsels' fees
                                        (on taxed  costs  basis)  and court fees
                                        incurred by the Landlord for the purpose
                                        of    recovering    the    rental    and
                                        air-conditioning   charges   in  arrears
                                        and/or other  moneys  unpaid or any part
                                        thereof from the Tenant;

                                   (b)  any  other   reasonable   fees  paid  to
                                        debt-collectors    appointed    by   the
                                        Landlord  for the purpose of  collecting
                                        the rental and air-conditioning  charges
                                        in arrears and/or other moneys unpaid or
                                        any part thereof from the Tenant;

                                   (c)  interest  calculated  at the  rate of 3%
                                        over the prime  rate of The  Hongkong  &
                                        Shanghai Banking  Corporation Limited on
                                        the rental and air-conditioning  charges
                                        in arrears and/or other moneys unpaid or
                                        any part  thereof  from the date due for
                                        payment to the date of actual payment.


VIII

                                     DEPOSIT

Deposit                     1.     The Tenant shall on the signing hereof and at
                                   such other  times (if any) during the term of
                                   tenancy  hereby  created as are  specified in
                                   Part III of the Schedule  hereto deposit with
                                   the  Landlord  the sum or sums  specified  in
                                   Part VI of the  Schedule  to  secure  the due
                                   observance  and  performance by the Tenant of
                                   the   agreements   stipulations   terms   and
                                   conditions  herein  contained and on the part
                                   of the Tenant to be  observed  and  performed
                                   which  said  deposit  shall  be  held  by the
                                   Landlord  throughout  the  currency  of  this
                                   agreement  free of any interest to the Tenant
                                   with  the  right  for the  Landlord  (without
                                   prejudice   to  any  other  right  or  remedy
                                   hereunder) to deduct  therefrom the amount of
                                   any rent  rates  and  other  charges  payable
                                   hereunder  and  any  costs  expenses  


                                     - 16 -

<PAGE>

                                   loss or damage  sustained  by the Landlord as
                                   the   result   of   any   non-observance   or
                                   non-performance  by the  Tenant of any of the
                                   said agreements,  stipulations obligations or
                                   conditions.  In the  event  of any  deduction
                                   being  made by the  Landlord  from  the  said
                                   deposit  in  accordance  herewith  during the
                                   currency of this  Agreement  the Tenant shall
                                   forthwith  on demand by the  Landlord  make a
                                   further   deposit  equal  to  the  amount  so
                                   deducted  and  failure by the Tenant so to do
                                   shall  entitle  the  Landlord   forthwith  to
                                   re-enter  upon the  Premises and to determine
                                   this Agreement as hereinbefore provided.

Repayment of                2.     Subject as aforesaid  the said deposit  shall
Deposit                            be  refunded  to the  Tenant by the  Landlord
                                   without  interest  within fourteen days after
                                   the  expiration  or sooner  determination  of
                                   this   Agreement   and   delivery  of  vacant
                                   possession   to  the   Landlord   and   after
                                   settlement of the last  outstanding  claim by
                                   the  Landlord  against  the  Tenant  for  any
                                   arrears of rent rates and other  charges  and
                                   for    any    breach     non-observance    or
                                   non-performance  of  any  of  the  agreements
                                   stipulations   terms  and  conditions  herein
                                   contained and on the part of the Tenant to be
                                   observed or performed  whichever shall be the
                                   later.                                       

Transfer of                 3.     If at any time during the term of the tenancy
Deposit                            hereby  created,  the Landlord  shall sell or
                                   otherwise assign the said premises to the new
                                   owner ("New Owner"),  the Landlord may at any
                                   time  enter into 3 party  agreement  with the
                                   New Owner and the Tenant, transferring to the
                                   New Owner the said  deposit  (subject  to the
                                   Landlord's  right  of  deduction  aforesaid).
                                   Upon  signing  such  3  party  agreement  the
                                   Landlord (which in this context shall exclude
                                   its   assigns)   shall  be  released  of  its
                                   liability and obligation under this Agreement
                                   to refund  the said  deposit  or any  balance
                                   thereof to the Tenant. The Tenant shall claim
                                   for the  refund  of the said  deposit  or the
                                   balance thereof from the New Owner only.     


                                     - 17 -

<PAGE>


X

                            INTERPRETATION AND MISCELLANEOUS

Marginal                    1.     The  Marginal  Notes,  Headings and Index are
Notes, Headings                    intended  for  guidance  only and do not form
and Index                          part of this  Agreement  nor shall any of the
                                   provisions of this  Agreement be construed or
                                   interpreted  by  reference  thereto or in any
                                   way affected or limited thereby.             

As-is Basis                 2.     The Tenant shall take over the Premises on an
                                   "as is" basis  which  include  any ducting or
                                   vents  currently  installed for extraction of
                                   exhaust  gases,  fumes  and hot air  from the
                                   Premises but the  Landlord  gives no warranty
                                   or  representation as to the adequacy thereof
                                   or as to their  compliance  with all relevant
                                   regulations.                                 

No Warranty                 3.     The  Landlord  does not  represent or warrant
                                   that the  Premises  are suitable for the user
                                   specified  in the Section I hereto or the use
                                   or  purposes  for  the  intended  user by the
                                   Tenant and the Tenant shall satisfy itself or
                                   shall be deemed to have satisfied itself that
                                   they are  suitable  for the purpose for which
                                   they  are to be used  and the  Tenant  hereby
                                   agrees that it will at its own expense  apply
                                   for any  requisite  licences or permits  from
                                   all  Government  or  Public   Authorities  in
                                   respect  of  the  conduct  of  the   Tenant's
                                   business in the  Premises  and shall  execute
                                   and comply with all Ordinances,  Regulations,
                                   Orders,   Notices   or  Rules   made  by  all
                                   competent Government or Public Authorities in
                                   connection  with such  business as  aforesaid
                                   and  the   Landlord   gives  no  warranty  or
                                   representation  as  to  compliance  with  all
                                   relevant   regulations   in  respect  of  the
                                   aforesaid use AND the Tenant  hereby  further
                                   agrees to  indemnify  the Landlord in respect
                                   of any breach by the Tenant of this Clause.

Condonation                 4.     No condoning,  excusing or overlooking by the
not a waiver                       Landlord   of   any   default,    breach   or
                                   non-observance  or   non-performance  by  the
                                   Tenant  at any  time or  times  of any of the
                                   agreements  stipulations terms and conditions
                                   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

                                     - 18 -

<PAGE>

                                   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
                                   shall in no way 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  future,  unless
                                   expressly so provided.

Letting                     5.     During the three  months  immediately  before
Notices and                        the expiration or sooner determination of the
Entry                              term of this  Agreement the Landlord shall be
                                   at  liberty  to affix  and  maintain  without
                                   interference  upon any  external  part of the
                                   Premises a notice  stating  that the Premises
                                   are to be let and such other  information  in
                                   connection  therewith as the  Landlord  shall
                                   reasonably  require during the aforementioned
                                   period of 3 months  provided that such notice
                                   will not block any window of the  Premises or
                                   part thereof.                                

Service of                  6.     Any  notice  required  to be  served  on  the
Notice                             Tenant  shall  be   sufficiently   served  if
                                   delivered to or despatched by registered post
                                   or  left  at  the  registered  office  of the
                                   Tenant.  A  notice  sent by  registered  post
                                   shall be  deemed  to be given at the time and
                                   date of posting.                             

Gender &                    7.     In this  Agreement if the context  permits or
Plural                             requires words  importing the singular number
                                   shall  include  the  plural  number  and vice
                                   versa  and  words   importing  the  masculine
                                   feminine or neuter gender,  shall include the
                                   other of them.                               

Stamp Duty                  8.     The Stamp Duty and  registration fee (if any)
and Costs                          on this Agreement and its  counterpart  shall
                                   be borne by the  Landlord  and the  Tenant in
                                   equal  shares.  Each party  shall pay its own
                                   costs and  disbursements for the preparation,
                                   approval and completion of this Agreement.   


                                     - 19 -

<PAGE>


Rent-free                   9.     The Tenant  will be  entitled  to a rent-free
Period                             period  commencing on the 13th day of January
                                   1999 and  expiring on the 12th day of January
                                   2000 but the Tenant shall remain  responsible
                                   to pay the rates, management fees and utility
                                   charges   for  the   Premises   during   such
                                   rent-free period.                            


XI

                            OPTION TO RENEW

Notice to Renew             1.     If the Tenant wishes to take a tenancy of the
                                   Premises  for a further  term of 3 years from
                                   the expiration of the Term at the rent and on
                                   the   terms   and   conditions    hereinafter
                                   mentioned  and  shall  not less than 6 months
                                   before the expiration of the Term give to the
                                   Landlord notice in writing of such its desire
                                   and if it shall  have  paid  the rent  hereby
                                   reserved and shall have reasonably  performed
                                   and  observed  all the terms  and  conditions
                                   herein  contained  and  on  its  part  to  be
                                   performed  and observed up to the  expiration
                                   of the Term  then the  Landlord  will let the
                                   Premises to the Tenant for a further  term of
                                   3 years  from  the 13th  January  2002 at the
                                   then  current  market  rent  such  rent to be
                                   determined in manner hereinafter provided and
                                   subject  in all  other  respects  to the same
                                   stipulations as are herein  contained  except
                                   this  clause for  renewal  and any  rent-free
                                   period allowed to the Tenant.

New Rent                    2.     The rent  payable for the said  further  term
                                   (the "new  rent")  shall be  notified  by the
                                   Landlord  to the  Tenant  and shall be agreed
                                   between the parties  hereto not less than two
                                   months immediately prior to the expiration of
                                   the  Term  Provided  that in the  event  of a
                                   failure by the parties hereto to agree on the
                                   new rent the same shall be  determined  by an
                                   independent  professional  valuer  or firm of
                                   professional  valuers  (the  "valuer")  to be
                                   appointed  jointly by the  parties  hereto in
                                   writing or in the absence of agreement on the
                                   identity  of the  valuer  not  less  than one
                                   month prior to the expiration of the Term the
                                   valuer shall be appointed (on the application
                                   of  either  party) by the  President  for the
                                   time  being of the  Hong  

                                     - 20 -

<PAGE>

                                   Kong Institute of Surveyors. The valuer shall
                                   act as an expert and not as an arbitrator and
                                   the valuer's decision shall be conclusive and
                                   binding on the parties hereto.

Market Rent                 3.     In  determining  the current  market rent for
                                   the Premises the valuer shall:

                                   (a)  make the following assumptions:

                                        (i)  that no work has been  carried  out
                                             on the  Premises  by the Tenant its
                                             subtenants or their predecessors in
                                             title  during  the Term  which  has
                                             diminished  the rental value of the
                                             Premises

                                       (ii)  that the  agreements  contained  in
                                             this  Agreement  on the part of the
                                             Tenant  have been  fully  performed
                                             and observed

                                      (iii)  that the Premises are  available to
                                             let  by  a  willing  landlord  to a
                                             willing  tenant  by  one  Agreement
                                             without  a  premium  being  paid by
                                             either   party   and  with   vacant
                                             possession

                                       (iv)  that the Premises are ready for and
                                             fitted   out   and   equipped   for
                                             immediate  occupation  and  use for
                                             the purpose or purposes required by
                                             the willing  tenant  referred to in
                                             paragraph  (iii)  and  that all the
                                             services    required    for    such
                                             occupation and use are connected to
                                             the Premises

                                        (v)  that the  Agreement  referred to in
                                             paragraph  (iii)  contains the same
                                             terms as this Agreement  except the
                                             amount  of the  rent  and any  rent
                                             free  period  allowed to the Tenant
                                             for  fitting out the  Premises  for
                                             its   occupation  and  use  at  the
                                             commencement of the Term

                                     - 21 -

<PAGE>

                                   (b)  and  shall   disregard   the   following
                                        matters:

                                        (i)  any effect on rent of the fact that
                                             the Tenant or its  predecessors  in
                                             title  have been in  occupation  of
                                             the Premises

                                       (ii)  any  goodwill  attributable  to the
                                             Tenant's business

                                      (iii)  any increase in rental value of the
                                             Premises    attributable   to   the
                                             existence at the  expiration of the
                                             Term  of  any  improvement  to  the
                                             Premises  carried out by the Tenant
                                             with   consent    where    required
                                             otherwise  than in  pursuance of an
                                             obligation  to the  Landlord or its
                                             predecessors in title

Before                      4.     Until the new rent shall have been determined
determination                      in accordance with Clause 2 above, the Tenant
of new rent                        shall pay to the  Landlord  on account of the
                                   new rent the  existing  monthly  rent for the
                                   Premises and within  twenty-one  days of such
                                   determination  the  Tenant  shall  pay to the
                                   Landlord any  shortfall  between the new rent
                                   and  the  payments  made  by  the  Tenant  on
                                   account.                                     

Costs                       5.     The cost and  expenses of the valuer shall be
                                   borne by the parties hereto in equal shares.




                         THE SCHEDULE ABOVE REFERRED TO


                                     PART I

LANDLORD:     Splendour Chief  Development  Limited whose  registered  office is
              situate at Workshop 1 on 1st Floor, Tak King Industrial  Building,
              No.27, Lee Chung Street, Chaiwan, Hong Kong.


                                     - 22 -

<PAGE>

TENANT:       Workable  Company  Limited whose  registered  office is situate at
              Workshop 1 on 1st Floor, Tak King Industrial Building,  No.27, Lee
              Chung Street, Chaiwan, Hong Kong.



                                     PART II

PREMISES:     All Those  Workshops 1 & 2 on 17th Floor,  Workshops 1 & 2 on 14th
              Floor, Workshop 1 on 2nd Floor & The Flat Roof Thereof and Private
              Car  Park No.  18 on  Upper  Ground  Floor,  Tak  King  Industrial
              Building ("the Building"),  No.27, Lee Chung Street, Chaiwan, Hong
              Kong.



                                    PART III

TERM:         Three years  commencing  on 13th January 1999 and expiring on 12th
              January 2002.



                                     PART IV

                               PARTICULARS OF RENT

The  rent for the Term  shall be HONG  KONG  DOLLARS  ONE  HUNDRED  SIXTY  SEVEN
THOUSAND  (HK$167,000.00) per calendar month payable in advance on the first day
of each calendar month and exclusive of rates and management fee.



                                     PART V

MANAGEMENT FEE:      HONG KONG DOLLARS  FIFTEEN  THOUSAND FIVE HUNDRED AND SIXTY
                     FOUR  (HK$15,564.00)  per calendar month payable monthly in
                     advance on the 1st day of each  calendar  month and subject
                     to revision by the  Landlord or the Manager of the Building
                     from time to time.




                                     PART VI

DEPOSIT :            HONG  KONG   DOLLARS   FIVE   HUNDRED   AND  ONE   THOUSAND
                     (HK$501,000.00).



                                     - 23 -

<PAGE>


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



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









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








        RECEIVED  on or before the day    )
and year first above written of and       )
from the Tenant the above mentioned       )
deposit of  HONG KONG DOLLARS FIVE        )
HUNDRED AND ONE THOUSAND ONLY             )HK$501,000.00
                                          )=============


                                     - 24 -



Wednesday January 13, 6:01 am Eastern Time

Company Press Release

Cunningham Graphics International Acquires Hong
Kong Printer

JERSEY  CITY,   N.J.--(BUSINESS   WIRE)--Jan.   13,  1999--Cunningham   Graphics
International,  Inc.  (NASDAQ  NM:  CGII-  news)  announced  today  that  it has
completed the acquisition of Workable Company Limited (Workable), a full service
printing  company with  operations in Hong Kong and  Singapore.  Established  in
1988, Workable has been Cunningham Graphics International's strategic partner in
Asia for more than 2 years and is the  leading  printer of  research  reports in
Hong Kong.

The purchase price of the transaction was approximately $12.3 million,  paid 50%
in cash and 50% in common  stock of the  company,  plus the  assumption  of $0.7
million of  indebtedness.  The purchase  price may increase,  depending upon the
earnings of  Workable  over the next 3 years,  up to a maximum of an  additional
$3.8 million.  Management expects the acquisition of Workable to be accretive to
Cunningham  Graphics' 1999 earnings.  Inclusive of this acquisition,  Cunningham
Graphics' annualized revenues are in excess of $70 million.

Workable,  an ISO  9001  certified  company,  has  invested  in state of the art
printing,  digital and data  communications  technology and maintains around the
clock operations to provide overnight  shipments to financial centers throughout
Asia.  Eight out of  Workable's  top ten  clients  are US &  European  financial
services companies.  Workable's operations will continue to be supervised by its
current management team led by Evan Lam, the Managing Director.

Workable has been a member of the World Research  Link(TM) for the past 2 years.
The  World  Research  Link  (TM),  founded  by  Cunningham   Graphics  in  1994,
facilitates the expeditious  distribution of time- sensitive  financial research
reports throughout select  international  financial markets.  Through the use of
high-  speed  electronic  links  among the  Company's  facilities  in the United
States,  the United Kingdom and Hong Kong, the Company is able to print research
reports  concurrently  through  these three  principal  international  financial
markets while eliminating certain distribution costs.

Michael Cunningham, Chairman and Chief Executive Officer of Cunningham Graphics,
commented,  "We are very pleased to  strengthen  our  position in the  important
Asian  market  through  the  acquisition  of this  well run  company.  Under the
leadership  of Evan Lam,  Workable has grown it's revenues over the past 5 years
at a 22% compounded  annual growth rate while  maintaining  impressive  margins.
This  acquisition  is in line  with our  growth  strategy  to  pursue  strategic
acquisitions  in order  to  expand  our base of  operations  and  capitalize  on
geographic cross-selling opportunities. We are continuing to pursue aggressively
additional   acquisitions   within  the  printing  industry  and  are  currently
evaluating a number of potential acquisition candidates."

Cunningham continued,  "We will continue to seek complementary operations in the
United States, the United Kingdom and other international markets which, possess
attractive characteristics,  including major customers with significant printing
needs, such as insurance companies,  publishing  companies and universities.  We
are targeting  acquisition  candidates  with;  (i) annual net sales ranging from
$3.0 to $25.0 million;  (ii) attractive growth prospects within their respective
markets; (iii) complementary technological capabilities;  (iv) opportunities for
economies  of scale and  synergies  with our  existing  operations;  (v) a solid
reputation  with  established  customer  relationships;  and (vi) an experienced
management  team. We are also pursuing  "tuck-in"  acquisitions  in the New York
metro market as a means to expand our existing operations, add product lines and
services as well as expand our customer base."

Cunningham   Graphics   provides   time-sensitive   printing  and  distribution,
commercial printing,  and outsourcing services to a blue-chip client base in the
financial  services,  insurance and publishing  industries.  Cunningham Graphics
currently operates in select international markets through its facilities in the
United States, the United Kingdom, Hong Kong and Singapore.


<PAGE>

This press release may contain forward-looking  statements,  which involve known
and unknown  risks,  uncertainties  or other  factors  that could  cause  actual
results to materially differ from the results, performance or other expectations
implied  by  these  forward-looking  statement.  Factors  which  could  cause or
contribute to such differences include, but are not limited to, continued demand
for its services,  the availability of raw materials,  the impact of competitive
services  and  pricing,  risks  in  technology  development,  changing  economic
conditions  and other risk factors  detailed in the  Company's  filings with the
Securities and Exchange Commission.

Contact:

     Gordon Mays
     Executive Vice President
     201-217-1990 Ext. 225
               or
     Robert Okin
     Chief Financial Officer
     201-217-1990 Ext. 305
               or
     Vince Daniels/John Nesbett
     Lippert/Heilshorn & Associates
     212-838-3777


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