Exhibit 10.10


 


LEASE AGREEMENT


 


Lessor (“Party A”):  Ningbo Longxing Group Co., Ltd.


Lessee: (“Party B”):  Thermadyne (Ningbo) Cutting and Welding
Equipment Manufacturing Company Ltd.


 


Party A will lease the
buildings it owns to Party B, and Party B needs to rent the same and is willing
to pay relevant expenses thereof.  In
order to specify the rights and obligations for each of the Lessor and Lessee,
the Parties have reached the following agreement (the “Agreement”) upon
consultation and in accordance with the “Contract Law of the People’s Republic
of China”:


 


I.                                         Party A
agrees to lease to Party B, for Party B’s use, an office building with a
construction space of 1,629m2, located at No. Renmin Road, Hengxi
Town, Yinzhou District, Ningbo City. 
Party B will independently operate and manage its business and bear all
civil, economic and legal liabilities arising from its operation.


 


II.                                     Lease Term

The initial term of the lease will be five years.  Lessor will deliver the leased buildings on
February 1, 2005 to Lessee for use. 
Party B has the option to renew for another five years on the same terms
as provided in this Lease.  To exercise
this option, Party B will notify Party A of its intention to renew for another
five years not less than thirty days prior to the expiration of the original
lease term.


 


III.                                 Rent and
Payments


 


1.                                       Rent:  The rent will be RMB 16 per square meters per
month, starting from the effective date of this Agreement.  This price may be readjusted three years
thereafter in accordance with the rise of the then market leasing price.


 


2.                                       Rent shall
be paid on the effective date of this Agreement, pro rated for the balance of
the month in which this Agreement becomes effective.  Thereafter, payments will be made on the
first day of each month.


 


IV.                                 Rights and
Obligations for the Parties during the Term


 


1.                                       Party A
shall deliver the said buildings to Party B as agreed herein, and, prior to the
delivery, shall provide conditions for electricity and water supply, green
space, paving and repair of roads and floors, and laying of network cables in
respect of Party B’s use.


 


2.                                       Any
renovations made to the buildings by Party B shall not change the designated
use of the building or its structure and also shall be 


 





















 


subject to Party A’s consent,
which will not be unreasonably withheld. 
Expenses for any renovations shall be borne by Party B.


 


3.                                       Upon
expiration of this Agreement, Party B shall not seek from Party A any expenses
for such renovations, and shall ensure the intactness of the functionality of
the original equipment and facilities to the same extent as when the building
was delivered to Party B, ordinary wear and tear excepted.


 


4.                                       Any
operational costs and expenses, such as taxes, water and electricity charges,
telephone charges, social security fees, hygiene fees, waste disposal charges
and other operational expenses, incurred by Party B through use of the
buildings during the lease term shall be borne by Party B.  Party A shall not be responsible for any
creditor’s rights and liabilities.


 


V.                                     Liabilities
for Breach of Contract


 


1.                                       If either
Party fails to perform in accordance with the terms and conditions under the
Agreement, the other Party shall have the right to terminate the Agreement.


 


2.                                       If either
Party terminates the Agreement during the lease without obtaining the consent
of other Party, such Party shall be regarded as having breached the contract,
and shall bear liabilities for such breach. 
All actual losses incurred as a result by either Party shall be borne by
the defaulting Party.


 


3.                                       If Party A
desires to continue to lease the buildings upon the expiration of the lease and
extension, Party B shall, under equal conditions, have the right of first
refusal in respect of the lease, and new terms and conditions shall be entered
into between the Parties upon mutual agreement through consultation.


 


4.                                       In the
event that the Agreement is unilaterally terminated during the lease term due
to Party A’s taking back of the buildings or due to Party B’s change of its
intent regarding the lease, the other Party shall be given six (6) months’
prior notice, and shall be compensated by the defaulting Party in an amount
equal to three months’ rent.


 


VI.                                 Any matters
unspecified herein shall be supplemented upon mutual agreement through
consultation.  Such supplementary
provisions, if written and signed by the Parties, shall have equal force and
effect with this Agreement.


 


VII.                             Any
disputes arising from the performance of this Agreement shall be settled
through consultation between the Parties. 
Where such consultation fails, the disputes shall be submitted for
arbitration at the place where 


 


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Party A is
located or for a lawsuit at a People’s Court in accordance with the principles
of territorial jurisdiction.


 


VIII.                         The
Agreement shall become effective upon execution by the Parties and only upon
the approval of Party B’s WOFE application submitted to Yinzhou District Department of Foreign Trade
(“WOFE Application”).  The
Parties acknowledge that the approval of Party B’s WOFE Application is a
condition precedent to this Agreement. 
If Party B’s WOFE Application is not approved, then this Agreement is
void.


 


IX.                                The
Agreement shall be made in triplicate, with each Party holding a copy
respectively and the Surveyor holding the remaining copy.


 


	
  Party A (Seal): 

  	
   

  	
  Party B (Seal): 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  \s\
  Chen Ding Long

  	
   

  	
   

  	
  By:

  	
  \s\
  Patricia S. Williams

  	
   

  
	
  Chen Ding Long 

  	
   

  	
  Patricia
  S. Williams

  
	
  President

  	
   

  	
  Vice Pres. Secretary and

  General Counsel

  
	
   

  	
   

  	
   

  
	
  Date: 28th day of December 2004

  	
   

  	
  Date: 28th day of December 2004

  
							



 


Surveyor (Seal): 


Date of Survey:


 


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