World Trade Center (New York City, NY) Supplemental Agreement - Port Authority of New York and New Jersey and Cheng Xiang Trading USA Inc.


                                                   Lease No. WT-3189-A-22 (2455)
                                                   Supplement No. 1


                             SUPPLEMENTAL AGREEMENT

                  THIS AGREEMENT, made as of the llth day of August, 1999 by and
between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY,  (hereinafter called "the
Port  Authority")  and CHENG  XIANG  TRADING USA INC.  (hereinafter  called "the
Lessee"),

                  WITNESSETH, That:

                  WHEREAS,  the Port Authority and the Lessee  heretofore and as
of November  17, 1995 entered  into an  agreement  of lease  identified  by Port
Authority Lease No. WT-3189-A-33 (2455) and hereinafter  identified by the above
Port Authority Lease Number covering  premises at the Port Authority World Trade
Center in the Borough of  Manhattan,  City,  County and State of New York (which
agreement  of  lease,  as the same may have  been  heretofore  supplemented  and
amended, is hereinafter called "the Lease"); and

                  WHEREAS,  the Port  Authority  and the Lessee desire to extend
the term of the letting  under the Lease and to amend the Lease in certain other
respects;

                  NOW, THEREFORE,  for and in consideration of the covenants and
mutual  agreements  herein  contained,  the Port Authority and the Lessee hereby
agree as follows:

                  1. The term of the letting under the Lease is hereby  extended
for the period ending on August 31, 2002,  unless sooner  terminated,  or unless
extended.

                  2.  Subject  to  all  the  terms,  provisions,  covenants  and
conditions of the Lease,  the Port  Authority  hereby lets to the Lessee and the
Lessee  hereby  hires and takes from the Port  Authority  at the Port  Authority
World Trade Center in the Borough of  Manhattan,  City,  County and State of New
York the space shown in diagonal  hatching on the sketch annexed hereto,  marked
"Exhibit  A-l"  and  hereby  made a part  hereof  together  with  the  fixtures,
improvements  and other property of the Port Authority  located or to be located
therein or thereon, the said space together with the said fixtures, improvements
and other property (hereinafter  sometimes collectively called "Area A-l") to be
and become the  premises  under the Lease  from and after  September  1, 1999 at
12:01 o'clock A. M. (as such date may be postponed from time to time pursuant to
the  provisions  of Paragraph 4 of this  Agreement)  (the said date or postponed
date being  hereinafter  referred to as the  "Effective  Date") and  continuing,
unless sooner  terminated,  for the balance of the term of the letting under the
Lease, as extended herein.  The Port Authority and the Lessee hereby acknowledge
that Area A-l constitutes non-residential real property.


                                      -1-


                  3. The Lessee shall use Area A-l for the purposes set forth in
Section 3 of the Lease and for no other purpose whatsoever.

                  4. If on September 1, 1999 Area A-l is not  available or ready
for  occupancy  or use by the  Lessee by reason of the fact that Area A-l or any
part  thereof,  or any part of the  World  Trade  Center  are in the  course  of
construction,  repair,  alteration or  improvement or by reason of the fact that
the  occupant  of Area A-l,  or a part  thereof,  failed or  refused  to deliver
possession  or by reason of any causes or  conditions  beyond the control of the
Port Authority,  the Port Authority may postpone the letting of Area A-l and the
Port Authority  shall not be subject to any liability for such  postponement  or
failure to give possession on such date. No such postponement or failure to give
possession of Area A-l on such date shall affect the validity of the Lease or of
this  Agreement or the  obligations of the Lessee under either the Lease or this
Agreement. Possession of Area A-l shall be tendered by the Port Authority to the
Lessee by notice given at least five (5) days prior to the effective date of the
tender.  In the  event  that  notice  of  tender  of Area A-l is not  given  for
possession  thereof to commence on or before September 1, 2000, then the letting
of Area A-l under this Agreement shall be deemed cancelled, and each party shall
and does  release  and  discharge  the other  party  from any and all  claims or
demands with respect to Area A-l based on this Agreement, or a breach or alleged
breach  thereof.

                  5.  (a) The  Lessee  shall  pay a basic  rental,  to the  Port
Authority  for Area  A-l for the  period  from  and  after  the  Effective  Date
throughout the term of the letting under the Lease, as extended  herein,  at the
rate of Sixty-nine Thousand Eight Hundred Four Dollars and No Cents ($69,804.00)
per annum,  payable in advance in equal  monthly  installments  of Five Thousand
Eight Hundred  Seventeen  Dollars and No Cents ($5,817.00) each on the Effective
Date and on the first day of each and every calendar month thereafter throughout
the term of the letting under the Lease, as extended herein.

                  (b) If the  Effective  Date is other  than the  first day of a
calendar  month,  the  installment of basic rental payable on the Effective Date
shall be the amount of the monthly  installment stated in subparagraph (a) above
multiplied  by a fraction,  the  numerator  of which shall be the number of days
from the Effective Date through and including the last day of the calendar month
in which such  Effective  Date occurs and the  denominator of which shall be the
number of days in that calendar month. If the expiration or termination  date of
the letting is other than the last day of a calendar  month,  the installment of
basic  rental  payable  on the first  day of the  calendar  month in which  such
expiration  or  termination  date  occurs  shall be the  amount  of the  monthly
installment  stated in  subparagraph  (a) above  multiplied  by a fraction,  the
numerator  of which shall be the number of days the letting was in effect in the
calendar  month in which the  expiration  or  termination  date  occurs  and the
denominator of which shall be the number of days in said month.

                  (c) On the  Effective  Date  Schedule  A annexed  to the Lease
shall be deemed deleted and the schedule annexed hereto,  made a part hereof and
marked,  "Schedule A" shall be deemed  inserted in lieu thereof.  From and after
the Effective  Date, in addition to the basic rental payable in accordance  with
subparagraph  (a) of this  Paragraph  5, the Lessee shall pay  additional  basic
rental for Area A-l in accordance with Schedule A annexed  hereto.

                                      -2-


                  6.  Effective at 11:59  o'clock P.M. on the day  preceding the
Effective Date  (hereinafter  referred to as "the Surrender  Date"),  the Lessee
hereby surrenders and yields up and does by these presents grant, bargain, sell,
surrender  and  yield up to the Port  Authority,  its  successors  and  assigns,
forever,  the  premises  shown in diagonal  hatching on Exhibit A annexed to the
Lease  (hereinafter  referred to as "Area A") and the term of years with respect
thereto under the Lease yet to come, and has given,  granted and surrendered and
by these presents does,  give,  grant and surrender to the Port  Authority,  its
successors and assigns, all the rights, rights of renewal, licenses,  privileges
and options of the Lessee granted by the Lease with respect to Area A all to the
intent and  purpose  that the said term  under the Lease and the said  rights of
renewal, licenses, privileges and options may be wholly merged, extinguished and
determined on the  Surrender  Date with the same force and effect as if the said
term were in and by the  provisions of the Lease  originally  fixed to expire on
such date.

                  7. All promises, covenants,  agreements and obligations of the
Lessee  with  respect  to Area A under the Lease or  otherwise  which  under the
provisions  thereof  would have  matured upon the date  originally  fixed in the
Lease for the  expiration of the term thereof,  or upon the  termination  of the
Lease prior to the said date,  or within a stated  period  after  expiration  or
termination,  shall  notwithstanding such provisions,  mature upon the Surrender
Date and shall survive the execution and delivery of this Agreement.

                  8. The Lessee hereby agrees to terminate its occupancy of Area
A and to deliver actual physical possession of the same to the Port Authority on
or before  the  Surrender  date in the  condition  required  by the  Lease  upon
surrender.

                  9. (a)  Notwithstanding  the provisions of Section 42(a)(2) of
the Lease and subject to all the terms,  conditions  and  provisions  of Section
42(f),  (g), (h) and (i) of the Lease, the Port Authority may periodically  from
and after the  Effective  Date at such  times as the Port  Authority  may elect,
arrange for a survey of Area A-l by the Port Authority's  Engineering Department
or by an independent utility consultant to be selected by the Port Authority for
the purpose of establishing  the Lessee's  annual  consumption of and demand for
electricity  (such  consumption of and demand for electricity  being hereinafter
referred to as "consumption  and demand").  Such consumption and demand shall be
based on the wattage of lamps and any other  electrical  machinery and equipment
and the  frequency  and  duration of the use thereof in Area A-l.  The  Lessee's
annual  consumption  and  demand  shall be  divided  by the  number of  "billing
periods"  per  year   established  by  the  public  utility  company   supplying
electricity  in the  vicinity  of  Area  A-l  so as to  determine  the  Lessee's
consumption  and demand per billing  period.  In lieu of such  determination  of
consumption  and  demand,  the same may be  measured  by  meter  which  the Port
Authority  may at its  option,  exercised  at any  time  during  the term of the
letting,  install  on or off Area A-l and in the event any such  meter  fails to
record such,  the Lessee's  consumption  of and demand for  electricity  for any
period that a meter is out of service will be  considered  to be the same as the
consumption  and  demand  for  a  like  period  either   immediately  before  or
immediately after such interruption as selected by the Port Authority.  The Port
Authority  shall  compute  the cost of such  consumption  and  demand  either as
determined  by the survey or  measured  by meter based on the greater of (1) the
rates (including the fuel or other adjustment  factor,  if any) which the Lessee
under the service classification applicable to the Lessee as of the

                                      -3-


date of each billing period would be required to pay if the Lessee had purchased
such electricity  directly from the public utility company supplying the same to
commercial  buildings  in the  vicinity  or (2)  the  Port  Authority's  cost of
obtaining and supplying  the same  quantity of  electricity.  From and after the
Effective Date the Lessee shall pay the cost of such  consumption and demand for
each such billing period to the Port Authority upon demand therefor and the same
shall be deemed additional  rental  collectible in the same manner and with like
remedies as if it were made a part of the basic rental reserved  hereunder.  The
determination  of  consumption  and  demand  by  survey  shall  be  binding  and
conclusive  on  both  the  Lessee  and the  Port  Authority  as to all  matters,
including  but not limited to the frequency and duration of use of the lamps and
other  electrical  machinery  and  equipment  in Area A-l. The cost of each such
survey shall be borne by the Port  Authority  provided  that if the Lessee makes
any alterations or improvements to Area A-l in accordance with the provisions of
Section 12 of the Lease, or otherwise which may result in greater consumption or
demand,  the Port Authority may direct a new survey to establish the consumption
and demand for  electricity  in Area A-l and the cost thereof  shall be borne by
the Lessee.  Any method of  measurement  used herein shall not preclude the Port
Authority from reverting to the use of any prior method.

                  (b)  Notwithstanding  that the Port  Authority  has  agreed to
supply  electricity  to the  Lessee,  the  Port  Authority  shall  be  under  no
obligation to provide or continue such service  hereunder if the Port  Authority
is  prevented  by  law,  agreement  or  otherwise  from  metering  or  measuring
consumption  and  demand as  hereinabove  set forth or elects not to so meter or
measure the same, then in any such event the Lessee shall make all  arrangements
and  conversions  necessary  to  obtain  electricity  directly  from the  public
utility. Also in such event the Lessee shall perform the construction  necessary
for such conversion and if any lines or equipment of the Port Authority are with
the consent of the Port Authority used therefor,  the Port Authority may make an
appropriate charge therefor to the Lessee based on its cost and expenses for the
said lines and equipment.

                  10. The Lessee has thoroughly  examined and inspected Area A-l
and has found it to be in good order and repair and has  determined  Area A-l to
be suitable for its  operations  hereunder.  The Lessee agrees to and shall take
Area  A-l in its  "as  is"  condition  as of the  date  hereof  and  the  Lessee
acknowledges that it has not relied upon any  representation or statement of the
Port  Authority or its  Commissioners,  officers,  employees or agents as to the
condition or as to the  suitability  of Area A-l. The Lessee further agrees that
the  Port  Authority  shall  have  no  obligation  for  finishing  work  or  for
preparation  of Area A-l for the Lessee's  use. The Lessee  agrees to perform at
its sole cost and expense all  construction  and  installation  work that it may
require to finish off and  decorate  Area A-l. The Lessee  further  acknowledges
that  facilities for heat,  ventilation  and  air-cooling  have  heretofore been
installed in Area A-l pursuant to a certain  design  configuration  for Area A-l
and notwithstanding the provisions of Section 42 of the Lease the Port Authority
makes no  representations  that such heat,  ventilation  and  air-cooling  shall
maintain in Area A-l an even and  comfortable  working  temperature,  and in the
event any alteration to such  facilities  shall be required in order to maintain
an even and  comfortable  working  temperature in Area A-l, the cost of the same
shall be borne by the Lessee. The Lessee agrees that no portion of Area A-l will
be used  initially  or at any time  during  the term of the  letting of Area A-l
which is in a  condition  unsafe or  improper  for the  conduct of the  Lessee's


                                      -4-


operations  under the Lease as herein  amended so that there is  possibility  of
injury or damage to life or property.

                  11. (a) Without limiting any other right of termination  under
this  Agreement,  the Port  Authority  shall  have the right to  terminate  this
Agreement and the letting  hereunder  without cause,  at any time on one hundred
eighty (180) days' notice to the Lessee. In the event of termination pursuant to
this  Paragraph  11, this  Agreement and the letting  hereunder  shall cease and
expire as if the  effective  date of  termination  stated in the notice were the
date originally fixed herein for the expiration of the term of the letting.

                  (b)   Notwithstanding  the  foregoing   provision,   the  Port
Authority shall,  within thirty (30) days after giving the notice referred to in
subparagraph  (a), tender to the Lessee an agreement,  which shall constitute an
offer to amend this Agreement,  providing for the letting to the Lessee of other
space  at the  World  Trade  Center,  consisting  of a single  block  of  space,
substantially  similar in size to Area A-l but the configuration of such and its
location  within the Facility  shall be solely within the discretion of the Port
Authority.  Such agreement shall contain an exhibit  depicting such other space,
the  effective  date upon  which the  letting of such space  shall  commence,  a
statement of the number of rentable  square feet  comprising  such space and the
annual basic  rental  payable for such space which shall be computed at the same
annual  per  rentable  square  foot rate as the basic  rental  set forth in this
Agreement.  In addition to the annual  basic  rental  payable for such space the
agreement  will provide that the Lessee will  continue to pay  additional  basic
rental as provided in the  Schedule A attached  to this  Agreement  based on the
number of square feet in such space.  The  agreement  will also provide that the
Lessee will surrender, vacate and yield up to the Port Authority Area A-l on the
date  preceding the effective  date the letting of such space shall commence and
that the Port  Authority  will,  (1)  finish  the  space or cause the same to be
finished  at no cost to the Lessee  substantially  in the same manner and to the
same extent as Area A-l,  (2) arrange  for or, at the Port  Authority's  option,
reimburse  the Lessee for its  reasonable  expenditures  for moving the Lessee's
property  from Area A-l to such other space,  (3)  reimburse  the Lessee for its
reasonable  expenditures  for  installing  telephone  equipment  in  such  space
substantially  equivalent to the Lessee's present installation and (4) reimburse
all reasonable  payments made by the Lessee in connection with office stationery
no longer usable by the Lessee as a result of its move to such other space.  All
terms,  conditions and provisions of this Agreement as so amended will remain in
force and effect as to such space  which shall be and become the  premises  from
the effective  date of the letting of such space through the balance of the term
of the letting  under this  Agreement.  The Lessee shall within twenty (20) days
after  delivery  to it  of  such  agreement  by  the  Port  Authority,  execute,
acknowledge and deliver the same to the Port  Authority.  Upon the delivery of a
fully executed and  acknowledged  copy of the agreement by the Port Authority to
the Lessee,  the notice  theretofore  served pursuant to subparagraph (a) hereof
shall be deemed  null and void and of no further  force or effect.  In the event
the  Lessee  does not  accept  the Port  Authority's  offer  by  delivering  the
agreement  executed and acknowledged by it to the Port Authority within the time
specified herein, then the offer contained therein shall be deemed withdrawn and
the notice  terminating  the letting served in accordance with the provisions of
subparagraph  (a)  hereof  shall  be and  remain  fully  effective  and the Port
Authority  shall have no further  obligation  to offer other space to the Lessee
either at the World Trade Center or  elsewhere.  If the agreement is

                                      -5-


executed by the parties  hereto the  provisions of this Paragraph 11 shall be of
no further force and effect.

                  (c) The  provisions of  subparagraph  (b) of this Paragraph 11
shall be  independent  of and  shall  not be  deemed a  condition  precedent  or
prerequisite  to the exercise of the right of  termination by the Port Authority
under subparagraph (a) hereof.

                  (d) The Lessee  acknowledges  that it has been  advised by the
Port Authority that any failure of the Lessee to surrender,  vacate and yield up
to the  Port  Authority  Area A-l on the day  preceding  the  effective  date of
termination  set forth in  subparagraph  (a) hereof or on the day  preceding the
effective  date of the  letting  of the  space to which  the  Lessee is moved as
referred to in  subparagraph  (b) hereof,  will or may cause the Port  Authority
injury,  damage or loss.  The Lessee  hereby  assumes  the risk of such  injury,
damage or loss and hereby agrees that it shall be  responsible  for the same and
shall  pay the  Port  Authority  for the  same  whether  such  are  foreseen  or
unforeseen,  special,  direct,  consequential or otherwise and the Lessee hereby
expressly  agrees to indemnify and hold the Port Authority  harmless against any
such injury,  damage or loss. The foregoing shall not constitute or be deemed to
constitute the sole and exclusive  remedy of the Port Authority for such failure
of the Lessee.

                  (e)  In  the  event  the  Lessee  should  become  entitled  to
reimbursement  pursuant to the  provisions  of  subdivisions  (2), (3) or (4) of
subparagraph  (b)  above,  the  Lessee  shall  submit  to the Port  Authority  a
statement  signed by a responsible  officer of the Lessee  certifying the amount
due to the Lessee  together  with such  documentation,  records,  paid bills and
invoices  to  substantiate  the amount due the  Lessee.  After  examination  and
approval  of such  certified  statement  and any other  documentation  as may be
reasonably  requested by the Port  Authority,  the Port Authority will determine
the amount  due to the Lessee and will grant the Lessee a credit in such  amount
against the Lessee's rental obligations next becoming due.

                  12. The Lessee represents and warrants that no broker has been
concerned in the  negotiation  of this Agreement or the letting or the extension
hereunder  and that  there is no broker who is or may be  entitled  to be paid a
commission in connection therewith. The Lessee shall indemnify and save harmless
the Port  Authority of and from any and all claims for  commission  or brokerage
made by any and all persons,  firms or  corporations  whatsoever for services in
connection  with the  negotiation and execution of this Agreement or the letting
or the extension hereunder.

                  13. Neither the Commissioners of the Port Authority nor any of
them, nor any agent,  officer or employee thereof shall be charged personally by
the Lessee with any  liability  or held liable to it under any term or provision
of this Agreement or because of its execution or attempted  execution or because
of any  breach  thereof.

                  14. As hereby  amended all the terms,  provisions,  covenants,
agreements and conditions of the Lease shall remain in full force and effect.


                                      -6-


                  15.  This   Agreement  and  the  Lease  which  it  supplements
constitute the entire agreement between the Port Authority and the Lessee on the
subject matter, and may not be changed, modified,  discharged or extended except
by instrument in writing duly executed on behalf of both the Port  Authority and
the Lessee.  The Lessee agrees that no  representations  or warranties  shall be
binding upon the Port Authority  unless  expressed in writing in the Lease or in
this Agreement.

                  IN WITNESS WHEREOF, the Port Authority and the Lessee have set
forth their hands and seals as the day and year first above written.

                                                  THE PORT AUTHORITY OF NEW YORK
ATTEST:                                              AND NEW JERSEY

/s/                                             By:/s/
-------------------------------                 -------------------------------
                    (Secretary)                 (Title)  Director of Real Estate
                                                                          (Seal)

ATTEST:                                         CHENG XIANG TRADING USA INC.

/s/                                             By:   /s/ Max P. Chen
-------------------------------                 -------------------------------
                    (Secretary)
                                                (Title)            President
                                                --------------------------------
                                                               (Corporate Seal)

                                      -7-


          [GRAPHICAL REPRESENTATION OF THE LAYOUT OF THE OFFICE SPACE]




                                      -8-




                                   SCHEDULE A

         1. For the purposes of this Schedule A, the following  provisions shall
apply:

         (a) "Taxes" shall mean real estate taxes and  assessments  which may be
imposed from time to time by the United States of America, the State of New York
or any  municipality or other  governmental  authority,  upon the Port Authority
with respect to the buildings, structures, facilities or land at the World Trade
Center or with  respect  to the  rentals  or income  therefrom  in lieu of or in
addition to any tax or assessment  which would otherwise be a real estate tax or
assessment  and taxes shall include any payments in lieu of real estate taxes or
assessments  which may be agreed upon between the Port  Authority and any of the
foregoing  governmental  authorities,  other  than  payments  in lieu  of  taxes
described in paragraph (b) below.

         (b)  "Payments in lieu of taxes"  shall mean such  payments as the Port
Authority  has agreed to pay the City of New York under an agreement  dated 1967
as it may have been or may be  hereafter  supplemented  or amended  (hereinafter
called the "City Agreement").

         (c) The "annual per rentable  square foot  factor"  referred to in this
Schedule was  initially  fixed at $1.25 in the City  Agreement and provision was
made in paragraph  7(3) of the City  Agreement for changes  therein from time to
time to reflect changes in the tax rate and changes in assessed valuations.

         (d) "Tax base"  shall mean the annual per  rentable  square foot factor
finally  established to be the annual per rentable square foot factor to be used
in computing payments in lieu of taxes for the tax year beginning July 1, 2000.

         (e) "Tax year" shall mean the  twelve-month  period  established by The
City of New York as a tax year for real  estate tax  purposes.

         (f) "Wage  rate"  shall  mean the cost for an  hour's  work by a porter
engaged to work a 40-hour work week in a Class A office  building in the City of
New York which  hourly cost shall be limited  solely to the hourly wage rate for
porters as that rate is established  from time to time by collective  bargaining
agreement  between the Realty Advisory Board on Labor  Relations,  Incorporated,
acting on behalf of various building owners and Local 32B-32J, Service Employees
International  Union,   AFL-CIO,   (which  collective  bargaining  agreement  is
hereinafter  referred to as "the Contract"),  plus a proper proportion of fringe
benefits and other payroll costs. As used herein:

                  (1) "Porter" or "porters" shall mean those  employees  engaged
         in the  general  maintenance  and  operation  of office  buildings  and
         classified as "Others" by the Contract.

                                      -9-


                  (2)  "Fringe  benefits"  shall mean the items of cost which an
         employer  would be  obligated  to pay or would  incur  pursuant  to the
         Contract  on the basis of wages paid to a porter  engaged to work a 40-
         hour  work  week in Class A  office  building  in New York  City who is
         entitled to receive on an annual  basis the maximum  entitlement  under
         the Contract, including, without limitation,  vacation allowances, sick
         leave, holiday pay, birthdays,  jury duty, medical checkup, lunch time,
         relief time, other paid time off, bonuses,  union assessments allocable
         to pension  plans and welfare and  training  funds,  and health,  life,
         accident, or other such types of insurance.

                  (3) "Other payroll costs" shall mean taxes payable pursuant to
         law by an employer upon the basis of wages paid to a porter  engaged to
         work a 40 hour work week in a Class A office building in New York City,
         including,  without limitation,  F.I.C.A.,  New York State Unemployment
         Insurance and Federal Unemployment Insurance.

                  If at any time during the term of the letting  under the Lease
the Contract shall require regular employment of porters on days or during hours
when overtime or other premium pay rates are in effect  pursuant to the Contract
the hourly wage rate for porters  under the Contract for the  applicable  period
shall be determined  by dividing the weekly wage an employer  would be obligated
to pay a porter engaged to work a 40-hour work week in a Class A office building
in New York City under the Contract by 40.

                  If  either  the  Realty  Advisory  Board on  Labor  Relations,
Incorporated or Local 32B-32J,  Service Employees  International  Union, AFL-CIO
shall  cease to exist or a  collective  bargaining  agreement  shall cease to be
negotiated  between the Realty Advisory Board on Labor  Relations,  Incorporated
and Local 32B-32J, Service Employees International Union, AFL-CIO, or if the job
classification  "Others"  shall  be  renamed  or  abolished  in  any  subsequent
collective  bargaining  agreement entered into between the Realty Advisory Board
on  Labor  Relations,   Incorporated  and  Local  32B-32J,   Service   Employees
International  Union,  AFL-CIO,  then the wage rate to be used in  applying  the
provisions of this Schedule shall be the wage rate for those  employees  engaged
in the general  maintenance  and  operation of Class A office  buildings  either
pursuant to any subsequent  collective  bargaining  agreement between the Realty
Advisory  Board on Labor  Relations,  Incorporated  and Local  32B-32J,  Service
Employees  International Union, AFL-CIO, or if there is no such agreement,  then
pursuant to such agreement as the Port Authority shall select.

                  (g) "Basic  wage  rate"  shall mean the wage rate in effect on
         January 1, 2000.

                  (h) "Rentable  square feet in the  premises"  shall mean 1,939
         square feet.

                  (i) "Lease"  shall mean the  agreement  of lease to which this
         schedule is attached.

                                      -10-


         2. From and after each July 1, following the  commencement  date of the
letting under the Lease,  the Lessee shall pay an additional  basic rental under
the Lease at the annual rate computed by multiplying the rentable square feet in
the  premises by the excess over the tax base of the total of (i) the annual per
rentable  square foot amount of taxes for the tax year beginning on that July 1;
and (ii) the annual per rentable  square foot factor used in computing  payments
in lieu of taxes  for the tax year  beginning  on that  July 1. If taxes  become
payable on a basis other than an annual  amount per rentable  square  foot,  the
Port Authority will allocate those taxes to the rentable square feet of space in
the  World  Trade  Center  and will  notify  the  Lessee  of the  amount of such
allocation.

         3. In addition to additional  basic rental  payable  under  paragraph 2
above,  from and after the commencement date of the letting under the Lease, the
Lessee shall pay additional basic rental under the Lease at an annual rate equal
to $0.01 for each $0.01, or major fraction thereof, that the wage rate in effect
on  the  commencement  date  of  the  letting  and  each  wage  rate  thereafter
established  from time to time during the term of the letting  exceeds the basic
wage rate,  multiplied by the rentable  square feet in the  premises.

         4. If the imposition or allocation of taxes or the  establishment of an
annual per rentable square foot factor to be used in computing  payments in lieu
of taxes for any tax year or the  establishment  of a wage rate to be  effective
for any period of time is delayed for any reason  whatsoever,  the Lessee  shall
nevertheless continue to pay the additional basic rental at the annual rate then
in  effect  subject  to  retroactive  adjustments  at such time as the taxes are
imposed or allocated  or the said per  rentable  square foot factor or wage rate
shall have been established.

         5. After  imposition  and  allocation of taxes for any tax year and the
establishment  for each tax year of the annual per  rentable  square foot factor
used in computing payments in lieu of taxes and after the effective date of each
wage rate in excess of the basic wage rate;  the Port Authority will compute the
annual rate or rates of  additional  basic  rental  payable by the Lessee  under
paragraph  2 or 3 above  and will  notify  the  Lessee of the  amounts  thereof.
Additional  basic rental accruing under paragraph 2 or 3 above shall be computed
separately  and each amount  thereof  shall be payable by the Lessee to the Port
Authority in advance in monthly  installments,  each installment  being equal to
l/12 of the annual  rate  except  that if at the time the Port  Authority  gives
notice to the Lessee under this  paragraph,  additional  basic rental shall have
accrued for a period prior to the notice,  the Lessee shall pay such  additional
basic rental in full for such period,  within ten days after such notice.

         6. If after an amount of additional  basic rental shall have been fixed
under paragraphs 2 or 3 above for any period, taxes are imposed or the amount of
taxes or the annual per  rentable  square  foot  factor in regard to payments in
lieu of taxes or the wage rate used for computing such  additional  basic rental
shall be changed or adjusted,  then the additional basic rental payable for that
period shall be recomputed and from and after  notification  of the  imposition,
change or  adjustment,  the Lessee shall make payments based upon the recomputed
additional  basic  rental and upon  demand  the  Lessee  shall pay any excess in
additional  basic rental as recomputed  over amounts of additional  basic rental
theretofore  actually paid. If such change or adjustment  results in a reduction
in the amount of additional  basic rental for any period

                                      -11-


prior to  notification,  the Port  Authority  will  credit the  Lessee  with the
difference between the additional basic rental as recomputed for that period and
amounts of additional basic rental actually paid.

                                                /s/
                                                --------------------------------
                                                For the Port Authority

                                                /s/
                                                --------------------------------
                                                For the Lessee


                                      -12-



                         (Port Authority Acknowledgment)

STATE OF NEW YORK          )
                             ss:
COUNTY OF NEW YORK         )

                  On the 18 day October, 1999, before me personally came Cherrie
Nanning  to me known,  who being by me duly  sworn,  did depose and say that she
resides in 250 W. 24 Street,  New York,  NY 10011;  that she is the  Director of
Real  Estate  of the  Port  Authority  of New York  and New  Jersey,  one of the
corporations  described in and which executed the foregoing instrument;  that he
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate  seal;  that it was so affixed by order of the  Commissioners  of
said corporation; and that he signed his name thereto.

                                               /s/ Sylvia Shephard
                                               ---------------------------------
                                               (notarial stamp and seal


                           (CORPORATE ACKNOWLEDGMENT)

STATE OF QUEENS   )
                  SS.:
COUNTY OF QUEENS  )


                  On the 14th day of Sept.,  1999, before me personally came Gui
Ying Ye, to me known,  who, being by me duly sworn,  did depose and say that she
resides at 108-31 66rd,  Forest Hills, NY 11375, WTC. Ste. 2201; that she is the
Secretary of Cheng Xiang Trading USA Inc., one of the corporations  described in
and which  executed the  foregoing  instrument;  that she knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation,
and that he signed his name thereto by like order.

                                               /s/ Madeline Santana
                                               ---------------------------------
                                               (notarial stamp and seal)


                                      -13-