Goldenway, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

Dated the 30th day of March 2010. 

WIDE HARVESTINVESTMENT LIMITED 

and 

GOLDENWAY PRECIOUS METALS LIMITED 

_______________________________________________

TENANCY AGREEMENT 

of 

Suite No. 9 on the 12th Floor of Tower 1, 
China Hong Kong
City, China Ferry Terminal, 
Canton Road, Kowloon. 

_______________________________________________


 

BAKER & M9KENZIE 
Solicitors & Notaries 
14th
Floor 
Hutchison House 
Harcourt Road Central 
Hong Kong 


AWL/DFC/wne 
CON: 70820 
CHKC TA.office.doc 





THIS AGREEMENT is dated the 30th day of March 2010 

BETWEEN the parties described as the Landlord and the Tenant
respectively in Part I of the First Schedule 

WHEREBY IT IS AGREED as follows :

SECTION I 
INTERPRETATION AND AGREEMENT 

	1.1 	
      Interpretation

	 	 
		
      In this Agreement the expressions set out in the
      Schedules hereto shall where the context so admits have the meanings
      respectively ascribed to them therein.

	 	 
	1.2 	
      Joint and several liability

	 	 
		
      In this Agreement where the context so permits or
      requires words importing the singular number include the plural number and
      vice versa and words importing a gender include all other genders and
      where there are two or more persons included in the expression “the
      Tenant" covenants expressed to be made by the Tenant shall be deemed to be
      made by such persons jointly and severally.

	 	 
	1.3	
      Headings and index

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

	 	 
	2 	
      Premises Term and Rent

	 	 
		
      The Landlord shall let and the Tenant shall take, in the
      state and condition as it is, ALL THAT the premises more particularly
      described and set out in Part II of the First Schedule (“Premises”)
      TOGETHER with the use in common with the Landlord and all others having
      the like right of the entrances staircases, landings, lavatories,
      corridors and passages in the Building as defined in Part II of the First
      Schedule insofar as the same are necessary for the proper use and
      enjoyment of the Premises AND TOGETHER with the use in common with others
      having the like right of the lifts escalators and central air-conditioning
      service serving the Premises whenever the same shall be operating for the
      term set out in Part III of the First Schedule( "Term”) YIELDING AND
      PAYING there for throughout the Term such rent and Management Fee and
      Air-Conditioning Charge (which are unless the context otherwise requires
      collectively included in the term (“Rent") and other charges as are from
      time to time payable in advance and in accordance with the provisions set
      out in the Second Schedule.







SECTION 11 
DEPOSIT 


	1 	
      Deposit

	 	 	 
		1.1 	
      The Tenant shall on the signing hereof deposit with the
      Landlord the sum or sums specified in Part V of the First Schedule to
      secure the due observance and performance by the Tenant of the covenants,
      agreements, stipulations, terms and conditions herein contained and on the
      part of the Tenant to be observed and performed.

	 	 	 
		1.2 	
      The deposit shall be retained by the Landlord throughout
      the Term (SUBJECT to the Landlord's right to forfeit the deposit under
      clause 1 of Section IX hereof) without interest and the Tenant hereby
      specifically authorises the Landlord (but without prejudice to any other
      right or remedy) to deduct and apply the deposit in payment of the amount
      of any rent, rates, Government rent (if any)
      Management Fee and Air-Conditioning Charge and other charges payable
      hereunder by the Tenant 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 covenants, agreements, stipulations, obligations or
      conditions.

	 	 	 
		1.3	
      In the event of any deduction being made by the Landlord
      from the deposit the Tenant shall, as a condition precedent to the
      continuation of the tenancy forthwith on demand by the
      Landlord make a further deposit (to be held by the Landlord in manner as
      aforesaid) equal to the amount so deducted and failure by the Tenant so to
      do shall entitle the Landlord at its option either (i) to determine this
      Agreement and forthwith to re-enter upon the Premises in which event the
      deposit shall be forfeited to the Landlord; or (ii) to apply any rental
      payment made by the Tenant towards payment of the further deposit in which
      case the Tenant shall pay any shortfall of the rent forthwith after the
      application, failure Which, such shortfall shall be rent in arrears and
      the Landlord shall be entitled to exercise all its rights and remedies
      against such arrears as provided in this Agreement or otherwise.

	 	 	 
	2 	
      Refund of deposit

	 	 	 
		
      Subject as aforesaid the deposit shall be refunded to the
      Tenant by the Landlord without interest within forty five (45) days after
      the expiration or sooner determination of this Agreement and delivery of
      vacant possession to the Landlord or after settlement of the last
      outstanding claim by the Landlord against the Tenant for any arrears of
      rent, rates, Government rent (if any) Management Fee
      and Air-Conditioning Charge and other charges and for any breach
      non-observance or non-performance of any of the covenants agreements
      stipulations terms and conditions herein contained and on the part of the
      Tenant to be observed or performed whichever is the later.

	 	 	 
	3 	
      Increase in deposit

	 	 	 
		
      If there shall for whatever reason be any increase in the
      rent and/or Management Fee and Air-Conditioning Charge and/or rates and Government rent
      (if any) during the Term, the Tenant shall upon such increase becoming
      applicable pay to the Landlord as a condition precedent to the
      continuation of the tenancy by way of increase in the said deposit a sum
      proportional to the said increase to restore the ratio of deposit to the
      rent and Management Fee and Air-Conditioning Charge and rates and
      Government rent (if any) to that previously subsisting.









	4 	
      Transfer of deposit

	 	 
		
      In the event that the Premises and/or this Agreement
      shall be assigned by the Landlord to any person(s) the
      Landlord shall be entitled as incidental to such assignment to transfer
      directly the deposit or the balance thereof to the
      assignee, after making any deduction in manner aforesaid
      (whether with or without the consent of the Tenant) PROVIDED that the
      assignee shal1 undertake with the Tenant to refund such deposit or balance
      thereof in accordance with the provisions hereof, whereupon the Landlord
      shal1 be released from any and all further obligations to the Tenant in
      respect of the said deposit and the Tenant shall thereafter have no claim
      whatsoever against the Landlord in respect thereof. The Tenant shall if
      required by the Landlord (but not at the cost of the Tenant) enter
      into, sign, and execute such
      agreements, deeds or documents in such form and
      substance to the satisfaction of the Landlord, to
      release the Landlord from its obligation in respect of the refund of the
      deposit or balance thereof. In the event of there being a bank guarantee
      the Tenant will upon request provide a substitute guarantee in favour of
      the assignee in exchange for that provided to the
  Landlord.



SECTION 111 
TENANT'S OBLIGATIONS 


The Tenant hereby agrees with the Landlord as follows:- 

	1. 	
      Rent and Management Fee, etc.

	 	 	 
		1.1 	
      To pay the rent as set out in Part 1 of the Second
      Schedule in advance in respect of the Premises and clear of all 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 Term.

	 	 	 
		1.2 	
      To pay and discharge at the same time and in the same
      manner as the rent is payable the Management Fee and Air-Conditioning
      Charge and any other service and maintenance charges payable by the owner
      or occupier of the Premises or (as the case may be) the Landlord including
      (without limitation) such charges as may be demanded from time to time by
      the Building Manager or Management Committee or similar Management Body
      for the time being of the Building (if any) and/or those charges payable
      in respect of the Premises pursuant to or by virtue of the Deed of Mutual
      Covenant and Management Agreement relating to the Building and/or the
      Premises, and subject to revision in accordance with Clause 1.5 of Section
      I I I , the Management Fee and Air-Conditioning Charge payable at the Commencement of
      the Term is set out in Part II of the Second Schedule.



- 3 - 







	 	1.3 	
      If the day on which the rent, the Management
      Fee and Air-Conditioning Charge or additional outgoings or other payments
      fall due under this Agreement is a public holiday, the relevant payment of
      rent, Management Fee and

	 	 	 
	 		
      Air-Conditioning Charge or additional outgoings or
      otherwise shall be due and payable on the preceding business day. For the
      avoidance of doubt, “business day" means a day on which banks are
      ordinarily open for business in Hong Kong Special Administrative
      Region.

	 	 	 
	 	1. 	
      4 If payment is made by the Tenant by cheque, such cheque
      must be good for payment and reach the office of the Landlord before 3:30
      p.m. in the afternoon if such payment is made on any weekday except
      Saturday,and before 11:30 a.m. if such payment is made on a Saturday,
      failing which the payment shall be deemed to have been paid by the Tenant
      on the following business day, and the Tenant shall be deemed to have
      defaulted in making due payment.

	 	 	 
	 	1.5 	
      If at any time and from time to time during the Term the
      operating cost relative to the supply of the air-conditioning and/or the
      costs and expenses for the provision of management services to the
      Building and/or the Premises shall have risen over the costs prevailing at
      the commencement of the Term the Landlord shall be entitled to serve one
      (1) month's notice in writing upon the Tenant to increase the charges or
      any of them by appropriate amount(s) and thereafter such increased charges
      shall prevail. The Landlord's assessments of the appropriate increase
      shall be conclusive and binding on the Tenant.

	 	 	 
	 	1.6 	
      If the Tenant should require air-conditioning outside the
      normal air-conditioning supply hours set out in the Fifth Schedule subject to the Tenant's giving to the
      Landlord not less than 24 hours prior notice in writing, additional air-
      conditioning will normally be provided on condition that the additional
      air- conditioning shall be applied in units of one hour and at least two
      hours on each occasion at such rate as may be charged by the Landlord from
      time to time.

	 	 	 
	 	1.7 	
      If the Management Fee and Air-conditioning Charge shall
      be in arrears for more than fifteen (15) days, without prejudice to any
      right of action or any remedy of the Landlord for the recovery thereof f r
      o m the Tenant, the Landlord shall be thereafter at its discretion
      entitled to suspend or discontinue the provision of any management or
      air-conditioning supply services to the Premises including any cleaning
      service until such default or breach has been rectified and the Landlord
      shall not incur any liability to the Tenant for any loss or damage
      suffered by the Tenant as a result thereof.




	2	
      Rates and Government Rent (if any)

	 	 	 
	 	2.1 	
      To pay and discharge punctually during the Term all
      rates, Government rent (if any) taxes, assessments, duties, charges, impositions an
      d outgoings of an annual or recurring nature whatsoever now or hereafter
      to be assessed imposed or charged on the Premises or upon the owner or
      occupier in respect of the Premises or any part thereof by the Government
      of Hong Kong Special Administrative Region or other lawful authority
      (Property Tax alone excepted) on the 1st day of the months of January,
      April, July and October.



- 4- 







	
      

	
      2.2 
	
      Without prejudice to the generality of clause 2.1, the
      Tenant shall pay to the Landlord all rates and Government rent (if any)
      imposed on the Premises by the Government and as and when demanded by the
      Landlord, who shall settle the same with the Government of Hong Kong
      Special Administrative Region.

	
       
	
       
		
		
      2.3 
	
      In the event of the Premises not yet having been assessed
      to rates and/or the Government rent (if any) the Tenant shall pay to the
      Landlord a sum (which shall be computed on the basis of the prevailing
      percentages of the rateable value of the Premises for rates and/or the
      Government rent (if any) for the corresponding quarter) as shall be
      required by the Landlord as a deposit by way of security for the due
      payment of rates and/or Government rent (if any) subject to adjustment on
      actual rates and/or the Government rent (if any) assessment being received
      by the Landlord from the Government of Hong Kong Special Administrative
      Region.

	
       
	
       
	
       
	
       

	
      3 
	
      Water & electricity charges

	
       
	
       
	
       
	
       

		
      To pay and discharge punctually during the Term all
      charges (including all deposits) in respect of water electric light power
      and telephones as may be shown by the separate meter or meters installed
      upon the Premises or by accounts rendered to the Tenant.

	
       
	
       
	
       
	
       

	
      4 
	
      User

	
       
	
       
	
       
	
       

		
      To use the Premises only for the purposes set out in Part
      IV of the First Schedule hereto and for no other purpose
  whatsoever.

	
       
	
       
	
       
	
       

	
      5 
	
      Entry by Landlord

	
       
	
       
	
       
	
       

		
      5.1 
	
      To permit the Landlord and its agents with or without
      workmen and all persons authorised by it and with or without appliances at
      all reasonable times upon prior notice to enter upon the Premises and if
      necessary, to remain at the Premises:

	
       
	
       
	
       
	
       

			
      (a) 
	
      to take inventories of fixtures and fittings therein and
      to carry out any maintenance works or repairs to the Landlord's
      installations inside the Premises which are in the opinion of the Landlord
      necessary and proper to be done;

	
       
	
       
	
       
	
       

			
      (b) 
	
      to examine the state and condition thereof and of the
      fixtures and fittings therein, including but not limited to the central
      air-conditioning unit;



- 5 -







			(c)	
      to execute any works of renewal cleaning alteration or
      repair to any adjacent or neighbouring premises or to the Building without
      any claim for damages or indemnity against the Landlord; and

	 	 	 	 
			(d) 	
      to do such work as may be deemed necessary to preserve
      the exterior walls or any part of the structure of the Building from
      injury or damage from any excavation or other building works as may be
      made or authorised in the vicinity of the Building

	 	 	 	 
			
      and the Tenant shall deposit with the Landlord a key or
      key(s) to the Premises to enable the Landlord to enter into the Premises
      in the event of emergency and unless key(s) are so deposited with the
      Landlord, in the event of emergency the Landlord or its agents may without
      notice enter upon the Premises forcibly, and the Tenant shall at its own
      expense reinstate the entrance door to the Premises to its original state
      and condition without any claim for damages or indemnity against the
      Landlord.

	 	 	 	 
		5.2 	
      To permit the Landlord and all persons authorised by it
      at all reasonable times to show the Premises to prospective tenants during
      the last six months of the Term or to prospective purchasers at any time
      during the Term.

	 	 	 	 
	6 	
      Repairs

	 	 	 	 
		
      Upon receipt of notice from the Landlord to forthwith
      make good all defects and wants of repair for which the Tenant is
      responsible hereunder and if the Tenant should not within seven (7) days
      after the service of such notice proceed diligently with the making good
      of all defects and the carrying out of such repair then to permit the
      Landlord to enter upon the Premises and to make good the said defects and
      carry out such repair. The costs thereof shall be paid by the Tenant and
      be a debt due from the Tenant to the Landlord and be forthwith recoverable
      by action.

	 	 	 	 
	7 	
      Close windows

	 	 	 	 
		
      To keep all windows and doors of the Premises closed and
      to permit the Landlord or its servants and agents and others from time to
      time during the Term to enter upon the Premises for the purpose of closing
      any doors or windows.

	 	 	 	 
	8 	
      Notify Landlord of damage

	 	 	 	 
		
      To notify the Landlord or its agent of any accidents to
      or defects in the water pipes electrical wires or fittings fixtures or
      other facilities provided by the Landlord within the Premises whether or
      not the Tenant is liable hereunder for the repair of the same forthwith
      upon the Tenant's becoming aware (whether actually or constructively) of
      the same arising.



- 6 - 







	9 	
      Interior fitting out

	 	 	 	 
		9.1 	
      To fit out the interior of the Premises at the Tenant's
      expense in accordance with the requirements and provisions set out in the
      Third Schedule.

	 	 	 	 
		9.2 	
      Fitting out works in the Premises to be carried out by
      the Tenant shall be carried out in accordance with plans drawings and
      specifications as that have been first submitted under clause 10 below and
      have been approved in writing by the Landlord. Such works shall be carried
      out in a good and proper workmanlike fashion with good quality materials
      and with all necessary Government licences permits authorities permissions
      and consents.

	 	 	 	 
		9.3 	
      Upon completion of the fitting out work to the
      satisfaction of the Landlord, the Tenant shall throughout the Term
      maintain the Premises in good repair and condition to the satisfaction of
      the Landlord. The Tenant will not cause or permit to be made any
      alteration variation or addition to the approved interior design or layout
      of the Premises and may not commence any further fitting out works upon
      the Premises without the prior written consent of the Landlord. Any
      fitting out of the Premises adjoining a common area s hall be of a style
      nature and standard as may be required by the Landlord and the work shall
      be carried out at the cost of the Tenant. In carrying out any approved
      work the Tenant shall obey and cause his servants agents contractors and
      workmen to obey and comply with all instructions and directions prescribed
      by the Landlord, the Landlord's agent, or the Building
      Manager of the Building.

	 	 	 	 
		9.4 	(a) 	To employ at the Tenant's expense only such contractors as
      are nominated by the Landlord from time to time for the purpose of
      designing and carrying out and installing all the necessary building
      services and builders' work as hereinafter defined in the Premises in
      manner as prescribed by the Landlord or its nominated contractors and in
      particular to observe and comply with the conditions and requirements as
      stated in the Tenant's Fitting-Out Guide. The Tenant shall employ at the
      Tenant's expenses the nominated contractors to examine the building
      services at least once a year or at such intervals as directed by the
      Landlord or the Building Manager and shall provide all relevant
      certificates and reports rendered by the nominated contractors to the
      Landlord or the Building Manager as soon as the building services are
      installed, renewed or examined. The expression “building services" means
      all mechanical and electrical engineering work and arrangements relating
      to the Premises including but not confined to electrical, plumbing,
      building automation, fire fighting installations, fuel gas system,
      ventilation system and hazardous gas/materials detectors. The expression
      “builders' work" shall mean all renovation works not specified under
      “building services" including but not confined to light tracks, light
      troughs and graphics panels.
	 	 	 	 
			(b) 	
      To take at its own expenses adequate and proper measures
      to avoid or prevent or minimize the risk of any loss or damage to property
      or injury or death to person in respect of all tools, equipments,
      installations and fittings for operation of its business in the Premises
      (“Preventive Measure"), including but not limited to provision or
      installation of hazardous gas/materials detectors, ventilation system,
      fire fighting system and skid proof installations and equipments and such
      other measures as the Landlord or the Building Manager may in its absolute
      discretion think necessary for the avoidance, prevention or minimization
      as aforesaid.



- 7-







			(c) 	
      To permit and accompany the Landlord,
      its agents or the Building Manager at all reasonable times to enter the
      Premises and view the state and condition of the building services and the
      Preventive Measures Provided that the Landlord, its agents or the Building
      Manager shall not by virtue of exercise of its right provided under this
      sub-clause incur any liability whatsoever over the building services or
      the Preventive Measures and shall not be liable for any defect or
      irregularity thereof which shall be the sole responsibility of the
      Tenant.

	 	 	 	 
		9.5 	
      Top pay a vetting charge to the Building Manager for its
      checking of the fitting out plans and inspection of the fitting-out works,
      and pay the sum demanded by the Building Manager as a refundable deposit
      as security for any damage to the Building caused as a result of the
      Tenant's works and the removal of any debris.

	 	 	 	 
	10 	
      Submission of information

	 	 	 	 
		10.1 	
      The Tenant shall furnish to the Landlord full details of
      all specifications, prints, copies and drawings information or materials
      as and when required by the Landlord and shall cause the same to be
      delivered to the Landlord's office.

	 	 	 	 
		10.2 	
      The Tenant shall provide the Landlord with the
      following:-

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

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

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

	 	 	 	 
			(d) 	
      Three copies of the office layout prints of all case work
      including the location of all sockets, switches, fuse box, telephone
      points, size, weight and location of the safe, if any.

	 	 	 	 
		10.3 	
      Prior to the commencement of any works, the Tenant shall
      furnish the Landlord with the following information :

	 	 	 	 
			(a) 	
      The names and address(es) of the appointed designer/agent
      for the Premises, the general contractor(s) to be engaged in the
      construction of the Tenant's work and the Tenant's authorised
      agent/representative.



- 8 -







			(b) 	
      The proposed commencement date of the interior decoration
      works and the estimated date of completion thereof, and the projected date
      of opening of the Premises for business.

	 	 	 	 
			(c)	
      Office layout drawings in triplicate for the Landlord's
      written approval.

	 	 	 	 
		10.4 	
      The Tenant declares and agrees that the Landlord may use
      the specifications, prints, copies and drawings, information or materials
      or any of them furnished to it by the Tenant hereunder for any acts,
      matters or things relating to or in connection with the reinstatement,
      alteration, addition, decoration, repair or maintenance of the Premises or
      any part thereof or any fixtures, fittings or installation therein and may
      provide the same for use by any subsequent user(s) r occupier(s) of the
      Premises or any other person(s) for any of the purposes as aforesaid. The
      Tenant shall have no claim for any infringement of copyright or any other
      intel1ectual property rights or any other rights whatsoever for such use
      by the Landlord or subsequent user(s) or occupier(s) or such other
      person(s).

	 	 	 	 
	11 	
      Inspection by Landlord

	 	 	 	 
		
      To permit the inspection of al1 Tenant's work by the
      Landlord, the Landlord's Architect and Landlord's General Contractor from
      time to time during the period in which Tenant's work aforesaid is being
      performed.

	 	 	 	 
	12 	
      Reimbursement to Landlord

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

	 	 	 	 
	13 	
      Good repair of interior

	 	 	 	 
		
      To keep all the interior of the Premises, the flooring
      and interior plaster or other finishing material or rendering to walls
      floors and ceilings, additions including the central air-conditioning
      unit, and the Landlord's fixtures and doors, window, fan coil units, air
      ductings, electrical instal1ation wiring piping and fittings for light,
      power and water in good clean, tenantable and proper repair and condition
      and properly preserved and painted as may be appropriate when from time to
      time required and to so maintain the same throughout the Term at the
      expense of the Tenant and deliver up the same to the Landlord at the
      expiration or sooner determination of the Term in such repair and the like
      condition (fair wear and tear excepted) PROVIDED that the Tenant shall
      reimburse to the Landlord the cost of repairing or replacing any
      air-conditioning units or other pa
      此 of the air-conditioning apparatus
      or installation within the Premises which is damaged or rendered defective
      due to the act or neglect of the Tenant.



- 9 -







	14 	
      Fire fighting and security system

	 	 
		
      To ensure at all times that all fire alarms, fire
      fighting, equipment, roller shutters and other equipment for security
      purposes provided by the Landlord are not disrupted,
      interrupted, damaged or caused to be defective through the act, default or
      neglect of the Tenant, his servants, agents, licensees or customers. The
      Tenant may not under any circumstances cover up any hose-reel, break-glass
      unit or alarm bell.

	 	 
	15 	
      Electrical testing

	 	 
		
      To test all circuits for shorts and earthing and to
      balance loads on all panels.

	 	 
	16 	
      Passage of wires pipes cables etc

	 	 
		
      The Tenant agrees that permanent utility lines may pass
      through the ceiling cavity of the Premises to service other premises and
      areas in the Building.

	 	 
	17 	
      Emergency lighting

	 	 
		
      To provide battery operated type emergency lighting and
      exit signs in locations within the Premises as required by any codes and
      regulations and as deemed necessary by the Landlord.

	 	 
	18 	
      Earthing

	 	 
		
      To provide earthing within the Premises as required by
      any codes and regulations from time to time in force.

	 	 
	19 	
      Directions, orders of Fire Services Department

	 	 
		
      To observe and comply with all directions and orders of
      the Fire Services Department and if such directions and orders shall
      require the taking of any fire precautions or installation of any fire
      fighting equipment at, in, on or upon the Premises (whether additional to
      or in replacement of that installed by the Landlord) the Tenant shall
      forthwith at its own expense procure and implement, install and/or replace
      the same.

	 	 
	20 	
      Statutes, codes & ordinances

	 	 
		
      To comply with all applicable statutes, codes, ordinances
      and other regulations for all work performed by or on behalf of the Tenant
      within the Premises and the Landlord's or the Landlord's agent's approval
      of plans, specifications, calculations or otherwise of the Tenant's work
      shall not constitute any implication, representation or certification by
      the Landlord that the works are in compliance with the said statutes,
      codes, ordinances, and other regulations.



- 10 -







	21 	
      Rules and regulations made by the Building
  Manager

	 	 
		
      To observe faithfully and comply strictly with the
      Building rules and regulations as set out in the Fourth Schedule hereto
      and such other rules and regulations as the Landlord or the Landlord's
      agents or the Building Manager of the Building may from time to time
      prescribe for the proper management and maintenance of the Premises and
      the Building. Notice of any additional rules or regulations shall be given
      in such manner as the Landlord or the Building Manager may elect. Such
      rules and regulations shall be binding upon the Tenant and shall have the
      same force and effect as if set out in the body of this
  Agreement.

	 	 
	22 	
      First class office premises

	 	 
		
      To fit out, Use, manage and otherwise maintain the
      Premises so as not to prejudice the goodwill and reputation of the
      Building as first class office premises.

	 	 
	23 	
      Protection from typhoon

	 	 
		
      To take all reasonable precautions to protect the
      interior of the Premises against damage by storm or typhoon or the like
      threats and in particular to ensure any exterior doors and windows are
      securely fastened upon the threat of such adverse weather
    conditions.

	 	 
	24 	
      Third party insurance

	 	 
		
      To effect and maintain throughout the Term insurance
      cover in respect of the Tenant's obligations under Section V with a
      reputable insurance company to the satisfaction of the Landlord and to
      produce to the Landlord, as and when so required by the Landlord, the
      policy of such insurance together with the receipt for the last payment of
      premium and a certificate from the relevant insurance company that the
      policy is fully paid up and in all respects valid and subsisting, in
      default of which the Landlord shall be entitled (but not obliged) at the
      Tenant's expense to effect such insurance cover. The policy of such
      insurance shall be in the name of the Tenant and endorsed to show the
      interest of the Landlord in the Premises and the Building and shall be in
      such amount as the Landlord may from time to time stipulate 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 written consent of the Landlord.

	 	 
	25 	
      Insurance of Contents

	 	 
		
      To be wholly responsible for any loss or damage to
      property within the Premises including without limitation all furniture
      fixtures fittings goods chattels samples personal effects contents and to
      effect with a reputable insurance company adequate insurance cover for the
      same in their full replacement value against all risks including without
      limitation those risks perils under circumstances for which the Landlord's
      liability is expressly or impliedly excluded under this Agreement. The
      Tenant undertakes to produce and make available to the Landlord as and
      when so required by the Landlord copies of the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and
subsisting.



- 11 -











	
26 		
Clean and Sanitary State

	
	 	 
		
To keep the Premises including all windows and lights at all times in a clean and sanitary state and condition. No cleaning contractors for the internal cleaning of the Premises shal be employed by the Tenant without the
Landlord’s or the Building Manager’s prior written consent.

	
	 	 
	
27 		
Cleaning drains, etc.

	
	 	 
		
In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the Building becoming choked or stopped up owing to the careless or improper use by the Tenant its servants agents licensees invitees the Tenant shall pay
to the Landlord the costs incurred in cleaning and clearing the same from obstruction.

	
	 	 
	
28 		
Replacement of broken windows

	
	 	 
		
To replace or to reimburse the Landlord for the cost of replacing any broken or damaged windows and/or glass panels and fixtures within and/or encompassing the Premises whether the same be broken or damaged by the negligence of
the Tenant or owing to circumstances beyond the control of the Tenant.

	
	 	 
	
29 		
To make good damage

	
	 	 
		
To take good care of the fixtures fittings including but not limited to the central air- conditioning unit and other articles provided by the Landlord within the Premises and to make good and pay for all damage caused by the
Tenant its servants or Licensees to any of them. The Tenant may not remove any of them from the Premises and shall deliver up the same to the Landlord at expiration or sooner determination of the tenancy in good condition.

	
	 	 
	
30 		
Maintenance of sanitary and water apparatus

	
	 	 
		
To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and his servants agents licensees workmen or visitors in good, clean and tenantable repair and condition (fair wear and tear excepted) to the
satisfaction of the Landlord and in accordance with the Regulations or by-laws of all Public Health and other Government Authorities concerned or to use in common with others the lavatories and washing accommodations and facilities provided by the
Landlord in the Building with care and in proper manner and not to permit or suffer the same to be used in any improper manner or whereby the soil or waste pipes may become impeded or blocked and at all times to indemnify the Landlord against
liability for damage by the escape of water thereby caused to the properties or effects of the tenants or occupiers of the other part of the Building.

	


-12-










	31 	
      Vermin

	 	 
		
      To take all due precautions to prevent the Premises from
      becoming infested with insects or vermin. The Tenant shall employ at its
      own expense such pest extermination contractors as the Landlord may
      require and at such intervals as the Landlord may direct. Without
      prejudice to the aforesaid, in the event of the Premises becoming so
      infested ,the Tenant shall pay for the cost of extermination or
      deinfestation as arranged or approved by the Landlord and the selected
      exterminators shall be given full access to the Premises for such
      purpose.



SECTION IV 
RESTRICTIONS AND PROHIBITIONS 


	1 	
      Breach of Government Lease

	 	 
		
      Not to do or cause to be done or suffer or permit any act
      deed matter or thing whatsoever which constitutes a breach of any of the
      terms and conditions in the Government Lease or Conditions under which the
      Premises are held or in contravention of any of ordinances regulations
      by-laws rules notices requirements or restrictions or prohibitions imposed
      by any appropriate government authority in connection with the Premises or
      any trade that is now or may hereafter be declared an offensive trade by
      any government authority.

	 	 
	2 	
      Breach of Deed of Mutual Covenant, etc.

	 	 
		
      Not to do or cause to be done or suffer or permit any act
      deed matter or thing whatsoever which shall or may amount to a breach of
      the covenants terms and provisions of the Deed of Mutual Covenant and
      Management Agreement (if any) relating to the Building so far as they
      relate to the occupation and use of the Premises and to indemnify the
      Landlord against all and any breach non-observance or non-performance
      thereof.

	 	 
	3 	
      Breach of insurance policy

	 	 
		
      Not to do or permit or suffer to be done any act deed
      matter or thing whatsoever whereby the insurance on the Building against
      loss or damage by fire and/or other insurable perils and/or claims by
      third parties for the time being in force may be rendered void or voidable
      or whereby the premium thereon may be increased Provided that if as the
      result of any act deed matter or thing done permitted or suffered by the
      Tenant the premium on any such policy of insurance shall be increased the
      Landlord shall be entitled without prejudice to any other remedy hereunder
      to recover from the Tenant the amount of any such increase.

	 	 
	4 	
      Subletting and assigning

	 	 
		
      Not to assign underlet transfer licence share or
      otherwise part with the possession of the Premises or any part thereof
      either by way of subletting lending sharing or other means whereby any
      organization company firm or person or persons not a party to this
      Agreement obtains the use or possession of the Premises or any part
      thereof, irrespective of whether any rental or other consideration is given there
for. This tenancy is personal to the Tenant named in this Agreement and without
in any way limiting the generality of the foregoing the following acts and
events shall, unless previously approved in writing by the Landlord, be deemed
to be breaches of this clause:- 



- 13 -






 
	 	4.1 	
      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.

	 	 	 	 
	 	4.2 	
      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 representatives next of kin trustee or
      committee of any such individual.

	 	 	 	 
	 	4.3 	
      In the case of a tenant which is a corporation any
      take-over, reconstruction amalgamation, merger, voluntary liquidation or
      change in the person or persons who owns or own a majority of its voting
      shares or who otherwise has or have effective control thereof.

	 	 	 	 
	 	4.4 	
      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.

	 	 	 	 
	 	4.5 	
      The change of the Tenant's business name without the
      previous written consent of the Landlord and in connection with any
      application for consent under this provision, the Landlord may require the
      Tenant to produce such evidence as the Landlord may think fit to show that
      no breach of the provisions of this Clause 4 has taken place or is about
      to take place.




	5 	
      Sale by auction

	 	 	 
		
      Not to permit or suffer to be held upon the Premises any
      sale by auction or sale of a similar nature upon the Premises.

	 	 	 
	6 	
      Alterations, additions, etc.

	 	 	 
		6.1 	
      Not to make or permit any alterations or additions
      (whether or not of a structural nature) to or in the Premises or any part
      thereof either internally or externally or to any fixtures or fittings or
      electrical wiring or electrical/mechanical installations or
      fire-prevention system or air-conditioning system or plumbing and drainage
      system or building services system or to any item therein nor to pull
      down, alter or remove any portions of the doors windows partitions or
      fittings of the Premises without the prior written consent of the
      Landlord.

	 	 	 
		6.2 	
      Not to change or in any way to alter the appearance of
      the standard entrance doors provided by the Landlord for access to and
      egress from the Premises without having first obtained the written consent
      of the Landlord therefor.



- 14 -











		
6.3 		
Not to install additional locks bolts or additional fittings to the entrance doors of the Premises or in any way to cut or alter the same without having first obtained the written consent of the Landlord therefor.

	
	 	 	 
		
6.4 		
Not to install set up or affix or permit to be installed set up affixed in or upon the Premises or any part thereof in any manner whatsoever any engine machinery or mechanical device or plant or air-conditioning or heating
system.

	
	 	 	 
	
7 		
Disfigure structures, fixtures, etc.

	
	 	 	 
		
Not to lay, install, affix or attach any wiring, cables or other article or thing whatsoever in or upon any areas or parts of the Buildings in common use or in any place which is not hereby exclusively let to the Tenant nor to
damage injure or deface any part of the fabric or walls or roof of the Building or of the common areas stairs and lifts and other facilities of the Building.

	
	 	 	 
	
9 		
Signs

	
	 	 	 
		
9.1 		
Not to affix, erect, attach, exhibit, display or permit or suffer so to be done upon any part within or on the exterior or at the show windows (if any) of the Premises or to or through any windows thereof any writing sign
decoration signboard notice advertisement placard neon light or other device (whether illuminated or not) which may be visible from outside the Premises except that the name of the Tenant (or any new name of the Tenant as approved by the Landlord
under Clause 4 of Section IV) and the nature of the trade or business carried out thereon may be displayed on the Directory Boards provided by the Landlord but only in such form and place and character as shall be first approved by the Landlord, and
the costs thereof shall be borne by the Tenant solely.

	
	 	 	 
		
9.2 		
The Landlord or its authorized agents shall have the right and at the cost and expensed of the Tenant to remove, relocate and to improve the arrangement of any unauthorized writing, sign, decoration signboard notice advertisement
placard neon light or device affixed or put up displayed without the proper approval of the Landlord or its agents.

	


- 15 -














	
10 		
Floor loading capacity

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

	
	 	 
	
11 		
Freight lift carrying capacity

	
	 	 
		
Not to place any heavy machinery goods raw materials or articles in any freight lift in excess of the permitted carrying capacity for which the lift is designed.

	
	 	 
	
12 		
Passenger lift

	
	 	 
		
Not to use or permit to be used the passenger lifts of the Building for the purpose of carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts for such purpose), and to observe the regulations
affecting the use of all lifts as indicated therein or intimated by the Landlord or the Building Manager of the Building or its agents from time to time.

	
	 	 
	
13 		
Nuisance

	
	 	 
		
Not to do or permit to be done in or upon the Premises or any part thereof anything which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord or to any of the tenants or occupiers of any other
portion of the Building or of other property in the neighbourhood or in any way affect the reputation of the Building or be contrary to the laws or regulations of Hong Kong Special Administrative Region.

	
	 	 
	
14 		
Noise

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

	
	 	 
	
15 		
Combustible or dangerous goods

	
	 	 
		
Not to keep or store or permit to be kept or stored in or upon the Premises any arms, ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable dangerous or prohibited goods or materials (as defined in the
Dangerous Goods Ordinance (Cap.295) or any legislation replacing the same or any orders or regulations made thereunder).

	



- 16 - 















	
16 		
Storage of goods

	
	 	 
		
Not to use the Premises or any part thereof for the purposes of the manufacture of goods and merchandise or for the storage of excessive amount of goods or merchandise other than in quantities consistent with the nature and smooth
running of the Tenant's business.

	
	 	 
	
17 		
Animals

	
	 	 
		
Not to keep any birds or livestock of any description or any noxious goods or articles on the Premises.

	
	 	 
	
18 		
Illegal or immoral purposes

	
	 	 
		
Not to use or permit or suffer the Premises to be used or any part thereof for the purpose of gambling in contravention to the Gambling Ordinance or for any illegal or immoral purpose.

	
	 	 
	
19 		
Preparation of food

	
	 	 
		
Not without the prior written consent of the Landlord to prepare or permit or suffer to be prepared any food in the Premises and not to permit or suffer any unusual or objectionable odours to be produced upon or to permeate from
the Premises.

	
	 	 
	
20 		
Sleeping or domestic use

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

	
	 	 
	
21 		
Obstructions in common areas

	
	 	 
		
Not to encumber obstruct or permit to be encumbered or obstructed with any boxes, packaging, merchandise, rubbish or other artic1es or obstructions of any kind or nature at any of the entrances, exits, staircases, landings,
passages, lifts, escalators, lobbies or other part of the Building not included in the Premises. In addition to any other remedies which the Landlord may have hereunder, the Landlord, its servants or agents may without any prior
notice to the Tenant remove any such obstruction and dispose of the same as they may think fit without incurring any liability therefor and the Tenant shall on demand pay to the Landlord all costs and expenses incurred in such removal.

	
	 	 
	
22 		
Movement of heavy machinery

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

	



- 17 -











	23 	
      No incense to be burnt

	 	 
		
      Not to burn or permit to be burnt incense in the Premises
      or in any part of the Building.

	 	 
	24 	
      Fire risk

	 	 
		
      Not to do or permit any act or thing to be done which is
      likely to cause any fire risk or other hazard in the Building.

	 	 
	25 	
      No loading in parking area

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

	 	 
	26 	
      Use of building name

	 	 
		
      Not without the previous written consent of the Landlord
      to use or permit to be used the name/logo or any part of the name/logo of
      the Landlord or of the Building or any picture representation or likeness
      of the whole or any part of such name/logo or of the Building or of the
      Premises in connection with the business or operations of the Tenant or
      for any purpose whatsoever other than to indicate the address and place of
      business of the Tenant.

	 	 
	27 	
      Telephone service

	 	 
		
      Not without the Landlord's prior written consent to use
      any telephone service provider other than that designated or approved by
      the Landlord.

	 	 
	28 	
      Security service

	 	 
		
      Not to employ any person or firm to provide security
      service to the Premises except person or firm nominated by the Landlord or
      the Building Manager. Such security service shall be obtained at the sole
      expense of the Tenant.



- 18 -






SECTION V

INDEMNITIES 

	1 	
      Indemnify Landlord

	 	 
		
      The Tenant shall indemnify the Landlord against all
      liabilities, claims, demands, actions, proceedings, damages, Losses, costs
      and expenses arising directly or indirectly from or incidental to the use
      or occupation of the Premises the execution of alterations, additions or
      repairs to the Premises any non-compliance by the Tenant with its
      obligations under this Agreement, or any other act, default, neglect or
      omission by the Tenant, its employees, contractors, servants, agents,
      licensees, visitors or invitees.

	 	 
	2 	
      Indemnity against loss/damage from interior

	 	 
		
      Without prejudice to Clause 1 of Section V, the Tenant
      shall be wholly responsib1e for any 10ss damage or injury caused to any
      person or property caused direct1y or indirectly through the want of
      repair of the interior of the Premises or the defective or damaged
      condition of any part of interior of the Premises or of any of the
      fixtures and fittings therein or in any way owing to the spread of fire or
      smoke or the overflow of water from the Premises or any part
    thereof.

	 	 
	3 	
      Indemnity against Overflow of Water

	 	 
		
      To be wholly responsible for any 10ss or damage caused to
      any person or property caused by or through or in any way owing to the
      escape or overflow of water from the Premises and to make good the same by
      payment or otherwise and to indemnify the Land10rd against all costs
      claims demands actions and 1egal proceedings whatsoever made upon the
      Landlord by any person in respect of such 10ss damage or injury and costs
      and expenses incidental thereto.



SECTION VI 
LANDLORD'S OBLIGATIONS 


	The Landlord hereby agrees with the Tenant as
      follows:- 
	  	  
	1 	Quiet enjoyment 
	  	  
		
      To permit the Tenant (du1y paying the rent rates
      Government rent (if any) Management Fee and Air-Conditioning Charge and
      observing and performing the terms and conditions herein contained) to
      have quiet possession and enjoyment of the Premises during the Term
      without any interruption by the Landlord or any person or persons lawfully
      claiming through under or in trust for the Land10rd. 

	  	  
	2 	Roof and main structure, etc. 
	  	  
		
      To use its best endeavours or arrange for the Buildings
      Manager to use its best endeavours to amend and repair such defects in the
      roof, main electricity supply cables, main drain pipes ,main walls and exterior windows frames of the
      Building and the lifts and the central air-conditioning system as the
      Landlord shall discover or as the Tenant or other authorised person or
      Authority shall notify to the Landlord in writing and to maintain the same
      in a proper state of repair and condition at the cost of the Landlord
      PROVIDED that the Landlord shall be entitled to be given a reasonable
      period of time wherein to view any such defects and to amend and repair
      the same.



-19-









	3 	
      Lifts, air-conditioning services, etc.

	 	 	 
		
      To use its best endeavours or arrange for the Building
      Manager to use its best endeavours to maintain and keep the
      lifts, escalators, air-conditioning
      system and services of the Building in a proper state of repair and
      condition.

	 	 	 
	4 	
      Property tax

	 	 	 
		
      To pay the Property Tax for the time being payable in
      respect of the Premises.

	 	 	 
	5 	
      Maintenance of common parts

	 	 	 
		
      To use its best endeavors or arrange for the Building
      Manager to use its best endeavors to:

	 	 	 
		5.1 	
      Maintain, light, clean, operate and service all the
      common parts of the Building;

	 	 	 
		5.2 	
      Keep the common parts toilets and other parts of the
      Building for common use clean and in proper condition; and

	 	 	 
		5.3 	
      Maintain lifts escalators fire and security services
      equipment air-conditioning plant and other facilities of the Building in
      proper working order.

	 	 	 
	6 	
      Directory board

	 	 	 
		
      To maintain at the main entrances and in all other places
      as the Landlord shall deem fit directory boards and to allot space thereon
      for Tenant's name to be affixed in such uniform lettering or characters as
      shall be designated by the Landlord.



SECTION VII 
EXCLUSIONS OF LIABILITY 


	1 	
      The Landlord shall not be liable to the Tenant its
      servants licensees or invitees in respect of any claim loss (including but
      not limited to loss of profits) damage or injury to person or property
      sustained by the Tenant or any such other person caused by or through or
      in any way owing to :



- 20-







	 	1.1 	
      Lifts escalators and other services

	 	 	 
	 		
      any defect in or breakdown or suspension of the lifts
      escalators fire fighting detection system water sprinkler equipment
      central air-conditioning system or other facilities of the Building or any
      of them; or

	 	 	 
	 	1.2 	
      Electricity supply

	 	 	 
	 		
      any failure malfunction explosion or suspension of the
      electricity supply to the Building or the Premises; or

	 	 	 
	 	1.3 	
      Fire overflow of water and vermin

	 	 	 
	 		
      fire or the overflow or leakage of water including rain
      storm or sea water from anywhere within the Building or the influx of
      water including rain storm or sea water into the
      Building or the Premises or the escape of fumes, smoke, fire or to
      activity of termites pests rats or other vermin in the Building;
  or

	 	 	 
	 	1.4 	
      Typhoon

	 	 	 
	 		
      in respect of loss or damage caused by through or in
      anywise owing to any typhoon; or

	 	 	 
	 	1.5 	
      Water sprinklers

	 	 	 
	 		
      any use of water sprinkler devices or their coming into
      operation whether by intentional operation or as a result of mechanical
      failure or malfunction; or

	 	 	 
	 	1.6 	
      Services

	 	 	 
	 		
      the adequacy or otherwise of any of the management
      services (including security and cleaning) rendered by the Landlord and/or
      the Building Manager or any contractors providing such services or the
      failure to render the same or the suspension or interruption thereof for
      whatever reason;

	 	 	 
	 	1.7 	
      Other letting

	 	 	 
	 		
      the letting or leasing of any part of the Building and
      the Development (except the Premises) to any other party for any purpose
      whatsoever or any acts, omissions, neglect or default of
      any other tenants,  licensees or occupiers of or of any
      accident in the Building and the Development;



nor shall the Rent or Management Fee
and Air-Conditioning Charge or service charge or any part thereof cease to be
payable other than in the circumstances set out in Section VIII. 

- 21 -






SECTION VIII 
ABATEMENT OF RENT 


	1 	
      Abatement

	 	 	 
		1.1 	
      If the Premises or the Building or any part thereof shall
      at any time during the Term be destroyed or damaged or become unfit for
      occupation not due to any default of the Tenant but owing to fire flooding
      storm typhoon defective construction white ants earthquake subsidence of
      the ground or any calamity beyond the control of the Landlord and the
      policy or policies of insurance effected by the Landlord shall not have
      been vitiated or payment of 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 shall be condemned as a
      dangerous structure or a demolition order or a closing order shall become
      operative in respect of the Premises the rent hereby reserved or a
      proportionate part thereof according to the extent and duration of the
      damage sustained shall be suspended until the Premises shall again be
      rendered fit for occupation and use.

	 	 	 
		1.2 	
      The Landlord shall be under no obligation to repair or to
      reinstate the Premises if by reason of the condition of the same or any
      local Regulations or other circumstances beyond the control of the
      Landlord it is not practicable or reasonable to do so.

	 	 	 
		1.3 	
      If the whole or substantially the whole of the Premises
      are not repaired or reinstated within three months from the occurrence of
      such event or the order either the Landlord or the Tenant shall have the
      right thereafter to determine this Agreement by giving one month's notice
      in writing to the other, whereupon everything herein contained shall
      determine as from the date of the expiry of such notice 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 cessation of
      the liability to pay rent.



SECTION IX 
DEFAULT 


It is hereby further expressly agreed and declared as follows:-


	1 	
      Default

	 	 
		
      If the Rent or other charges or additional outgoings with
      interest thereon (if any) hereby reserved or any part thereof shall be in
      arrears at any time after the due date (whether formally demanded or not)
      or if there shall be any other breach or non-performance of any of the
      covenants 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
      whether compulsory or voluntary (save for the purposes of amalgamation or
      reconstruction) or if a receiver or a receiver and manager is being
      appointed against all or any of the asset or business of the Tenant or if
      any petition shall be filed for the winding up of the Tenant or if the
      Tenant shall otherwise become insolvent or enter into any arrangement or
      composition for the benefit of the Tenant's creditor(s) or shall suffer
      any distress or execution to be levied upon the Premises or otherwise on
      the Tenant's goods or effects or if the Tenant persistently fails to pay
      the Rent or any payments hereby stipulated and when due, then and in any
      such case it shall be lawful for the Landlord or any person duly
      authorised in that behalf at any time thereafter to re-enter into and upon
      the Premises or any part thereof in the name of the whole whereupon this
      Agreement shall absolutely determine and the deposit paid as hereinafter
      mentioned shall be absolutely forfeited to the Landlord as and for
      liquidated damages and not as penalty 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 and the Landlord shall be entitled to recover from the
      Tenant all loss and damage it sustains as a direct or indirect result of
      such early determination.



- 22-







	2 	
      Service of notice

	 	 
		
      A written notice served by the Landlord on the Tenant or
      left at the Premises to the effect that the Landlord
      thereby exercises the power of re-entry shall be a full and sufficient
      exercise of such power without actual entry on the part of the
      Landlord.

	 	 
	3 	
      Acceptance of rent

	 	 
		
      The acceptance of any rent by the Landlord hereunder
      shall not be deemed to operate or be regarded by the Tenant as a waiver by
      the Landlord of any right to proceed against the Tenant in respect of any
      breach or non-observance or non-performance by the Tenant of any of the
      covenants agreements stipulations terms and conditions herein contained
      and on the part of the Tenant to be observed and performed.

	 	 
	4 	
      Interest

	 	 
		
      Without prejudice to the right of the Landlord to
      exercise any other right or remedy (including the right of re-entry)
      exercisable under the terms of this Agreement, in the event of default in
      payment of Rent and/or any charges payable hereunder or any part thereof
      on its due date, the Tenant shall further pay to the
      Landlord on demand interest on the amount in arrears at the rate of 1.5%
      per month calculated from the date on which the same became due for
      payment until the date of payment as liquidated damages and not as
      penalty.

	 	 
	5 	
      Act of employees, etc.

	 	 
		
      For the purpose of these presents any act default neglect
      or omission on the part of any guest visitor servant contractor employee
      agent invitee or licensee of the Tenant shall be deemed to be the act
      default neglect or omission of the Tenant.



- 23 - 







	6 	
      Distraint

	 	 	 
		
      In addition to Rent any amounts falling due under this
      Agreement may be recovered by distress as rent in arrears. For the
      purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance
      (Cap.7) and of these presents, the Rent payable in
      respect of the Premises and other amounts recoverable by distress as rent
      in arrears shall be and be deemed to be in arrears if not paid in advance
      at the times and in the manner hereinbefore provided for payment thereof.
      All costs and expenses of and incidental to distraint shall be paid by the
      Tenant on a full indemnity basis and shall be recoverable from it as a
      debt.

	 	 	 
	7 	
      Recovery of Landlord's expenses

	 	 	 
		
      The Tenant shall pay to the Landlord on an indemnity
      basis all costs fees charges disbursements and expenses (including without
      prejudice to the generality of the foregoing those payable to counsels
      solicitors (on a solicitor-and-own client basis) surveyors architects and
      bailiffs) incurred by the Landlord in relation or incidental to or in
      respect of :

	 	 	 
		(a) 	
      the preparation and service of a notice under Section 58
      of the Conveyancing and Property Ordinance (Cap.219), notwithstanding
      forfeiture is avoided otherwise than by relief granted by the Court;
      and

	 	 	 
		(b) 	
      the Tenant's non-observance or non-performance of the
      terms of this Agreement and/or the Landlord's exercise of its rights and
      powers under this Agreement, including but not limited to recovery of rent
      and the Landlord's exercise of its right of
re-entry.



SECTION X 
GENERAL 


	1 	
      Yield Up Premises And Handover

	 	 	 	 
		1.1 	(a) 	The Tenant shall yield up the Premises with
      all keys giving access to all parts of the Premises with a11 fixtures
      fittings and additions therein and thereto at the expiration or sooner
      determination of this Agreement in good clean and tenantable repair and
      condition in accordance with the stipulations herein contained.
	 	 	 	 
			(b) 	
      Where the Tenant has made any alterations or installed
      any fixtures or additions to the Premises whether with or without the
      Landlord's consent, the Landlord may at its discretion require the Tenant
      to reinstate, remove or do away with such alterations fixtures or
      additions or any part or portion thereof and thereafter make good and
      repair in a proper and workmanlike manner any damage to the Premises and
      the Landlord's fixtures and fittings therein as a result thereof before
      delivering up the Premises to the Landlord.



- 24 - 







	 	(c) 	
      If required by the Landlord, the Tenant shall at its own
      cost remove or do away with all alterations fixtures or additions to the
      Premises or any part or portion thereof whether the same were made by the
      Tenant or not, and make good and repair in a proper and workmanlike manner
      any damage to the Premises as a result thereof and in case removal of all
      alterations fixtures or additions is required by the Landlord, deliver the
      Premises to the Landlord in a bare-shell condition upon the expiration or
      sooner determination of this Agreement.

	 	 	 
	 	(d) 	
      Notwithstanding anything to the contrary contained in
      other provisions of this Agreement, the Tenant agrees and declares that
      upon yielding up the Premises to the Landlord according to the above
      provisions, the door at the entrance of the Premises shall be of a
      fire-rated type and fire-rated damper(s) for air ducts connecting to
      common corridor shall be installed in the Premises in compliance with the
      then applicable statutory fire safety requirements irrespective of whether
      such fire-rated entrance door and/or damper(s) were provided by the
      Landlord at the commencement of the Term. The Tenant shall, if so
      requested by the Landlord, produce to the Landlord at the time of yielding
      up the Premises a certificate and test report from the contractor
      confirming that the quality of the fire-rated door meets with the
      statutory requirements.

	 	 	 
	 	(e) 	
      Should the Tenant fail to remove any fixtures or
      additions and reinstate the Premises as required by the Landlord and to
      provide the fire-rated entrance door and fire-rated dampers as aforesaid,
      the Landlord shall be entitled at its sole discretion to remove the said
      fixtures or additions and reinstate the Premises at the sole expense of
      the Tenant and the cost thereof shall be a debt due from the Tenant to the
      Landlord and be recoverable forthwith by
action.




	 	1.2 	
      Without prejudice to the generality of the foregoing and
      before yielding up the Premises to the Landlord, the Tenant shall clean
      with chemicals all fan coil units or similar indoor parts of the
      air-conditioning units within the Premises and all air-conditioning units
      serving the Premises which the Tenant shall be required to be delivered to
      the Landlord upon expiration or sooner determination of this Agreement
      whether of split-type or window type, whether situated inside or outside
      the Premises and whether belongs to the Tenant or the Landlord or any
      other person or corporation. The Tenant shall employ at its own expenses
      only such contractor as is nominated by the Landlord to carry out the
      cleaning work and shall produce to the Landlord upon its request the
      payment receipt of the contractor for the cleaning services.

	 	 	 
	 	1.3 	
      The Tenant hereby irrevocably appoints the Landlord as
      its agent with authority to enter upon the Premises and to deal with at
      the Tenant's risk and expense any of the Tenant's effects left on or about
      the Premises for more than five days after the expiry of the Term or its determination (howsoever
      arising or occasioned) to the intent that the Landlord may without
      liability to the Tenant dispose of or destroy or otherwise deal with the
      same as the Landlord shall think fit. In the event that the Landlord is
      unable to gain access to the Premises, the Tenant
      expressly confirms that the Landlord as its agent may use any means
      (including the use of force) to effect entry upon the Premises.



- 25 - 







	2 	
      No excuse for non-payment of rent

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

	 	 	 
	3 	
      Condonation not a waiver

	 	 	 
		3.1 	
      No condoning, excusing or overlooking by the Landlord of
      any default, breach or non-observance or non-performance by the Tenant at
      any time or times of any of the covenants agreements stipulations terms
      and conditions herein contained shall operate or be regarded by the Tenant
      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.

	 	 	 
		3.2 	
      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 the future, unless
      expressly so provided.

	 	 	 
	4 	
      Approval of Landlord

	 	 	 
		
      The Landlord and its authorised agents shall have
      absolute discretion in granting or refusing any approval sought by the
      Tenant hereunder and any approval if granted may be subject to such
      conditions as the Landlord or its agents think fit. No approval by the
      Landlord is valid unless it is in writing and is signed and dated by the
      Landlord or its authorised agent.



- 26 -







	5 	
      Re-letting notice

	 	 	 
		
      During the six (6) months immediately preceding the
      determination of the Term the Landlord shall be at liberty to affix and
      retain without interference upon any external part of the Premises a
      notice for re-letting the same.

	 	 	 
	6 	
      Service of notices

	 	 	 
		6.1 	
      Any notice required to be served hereunder shall be
      sufficiently served on the Tenant if delivered to it by post or facsimile
      or email or left addressed to it at the Premises or at its last known
      address in Hong Kong Special Administrative Region and shall be
      sufficiently served on the Landlord if sent to it by post or delivered to
      it at the address given herein or any other address which the Landlord may
      notify to the Tenant from time to time. A notice sent by post shall be
      deemed to have been given at the time when in due course of post it would
      be delivered at the address to which it is sent.

	 	 	 
		6.2 	
      The Tenant agrees and confirms that the email address set
      out in Part III of the Second Schedule is provided for the purpose of
      receiving notices served under this Agreement by email. The Tenant
      understands and acknowledges that(i) the Landlord may, but is not obliged
      to and without limiting the kind of notices sent by the Landlord to the
      Tenant through email, send notices or advices for payment of any rent,
      other charges and/or additional outgoings with interest thereon (if any)
      payable hereunder or for other related purposes to the Tenant through the
      email address provided above or any other email addresses which the Tenant
      may notify the Landlord in writing from time to time (ii) irrespective of
      whether any such notice or advice for payment has been sent to the Tenant
      by the Landlord, payments shall be in arrears if not made on the date and
      in manner as provided in this Agreement and the Landlord shall not in any
      way be liable to the Tenant or any other persons for any delay in,
      omission or failure of delivery of the notice or advice.

	 	 	 
	7 	
      Legal costs

	 	 	 
		
      The Landlord's solicitors' legal costs (calculated
      
      剖 full scale) disbursements and other legal expenses in
      connection with the preparation and signing of this Agreement and its
      counterpart shall be borne by the Landlord and the Tenant in equal shares.
      Should the Tenant engage a separate firm of solicitors to act on its
      behalf then each party shall pay its own solicitor's costs.

	 	 	 
	8 	
      Stamp duty

	 	 	 
		
      The stamp duty upon this Agreement and its counterpart,
      the Land Registry registration fees (if any) the ratification fee (if any)
      and all other disbursements in connection with this Agreement and its
      counterpart shall be borne by the Landlord and the Tenant in equal
      shares.



- 27 -







	9 	
      No premium or fine

	 	 	 
		
      The Tenant hereby expressly admits and declares that no
      premium or fine or other consideration or key money has been paid to the
      Landlord by the Tenant for the creation of this tenancy.

	 	 	 
	10 	
      Exclusion of Warranty as to use

	 	 	 
		
      Nothing in this Agreement or in any consent granted by
      the Landlord under this Agreement shall imply or warrant that the Premises
      may be used for the purpose authorised in this Agreement. In the event
      that the Government or any competent authority serves notice prohibiting
      the use of the Premises in the manner permitted hereunder the Tenant shall
      forthwith comply with the notice failing which the Landlord shall be
      entitled to terminate this Agreement by one month's notice or such shorter
      notice as may be required or as the parties may agree. On the expiration
      of the Landlord's notice, this Agreement shall terminate but without
      prejudice to either party's claim against the other in respect of any
      antecedent breach of this Agreement.

	 	 	 
	11 	
      Entire Agreement

	 	 	 
		11.1 	
      This Agreement supersedes any and all previous agreements
      between the parties hereto, and constitutes the entire agreement. Any
      representations, warranties, statements or agreements, whether orally or
      in writing, heretofore made relating to any of the matters referred to
      herein are hereby expressly negated and excluded unless hereafter
      otherwise agreed or confirmed by the parties in writing.

	 	 	 
		11.2 	
      In the event of any inconsistency between the terms of
      this Agreement and the terms of any documents referred to herein
      (including any Appendices attached hereto), the terms of this Agreement
      shall prevail.

	 	 	 
	12 	
      Outstanding obligations

	 	 	 
		
      Any outstanding obligations on the part of the Tenant to
      be observed and performed under the Offer Letter and/or the Agreement for
      Tenancy Agreement (if any) pursuant to which this Agreement is entered
      into shall continue to be in force and shall not merge with this Agreement
      unless the Landlord shall otherwise stipulate.

	 	 	 
	13 	
      Sales and Redevelopment

	 	 	 
		13.1 	
      Notwithstanding any provision to the contrary contained
      in this Agreement, if at any time during the Term the Landlord shall
      decide to redevelop, renovate, refurbish or redesign the Building or any
      part thereof (which decision shall be sufficiently evidenced by a
      certified true copy of the relevant Board Resolution of the Landlord) or
      shall sell assign or enter into any agreement for the sale or assignment
      of the whole or any part of the Building which includes the Premises, the
      Landlord shall be entitled to give not less than six (6) calendar
      months' notice in writing to the Tenant to determine this
      Agreement and at the expiry of such notice everything herein contained
      shall cease and be void and the Tenant shall immediately deliver up vacant
      possession of the Premises to the Landlord.



- 28 -







		13.2 	
      The Tenant shall not be entitled to claim against the
      Landlord for any compensation for the loss of goodwill or business damages
      or any costs and expenses incurred by the Tenant whatsoever but any such
      termination shall be without prejudice to the rights and remedies of
      either party against the other in respect of any antecedent claim or
      breach of any terms or stipulations herein contained.

	 	 	 	 
		13.3 	
      The expression “Landlord" in this clause shall include
      the Landlord's successors in title and this clause shall enure for the
      benefit of the Landlord's successors in title.

	 	 	 	 
		13.4 	
      It is also agreed and declared notwithstanding any other
      provision herein and notwithstanding any law to the contrary the Tenant's
      option right(s) (if any) shall be extinguished and determined upon the
      service of the said notice of termination whether such rights shall have
      been exercised by the Tenant or not.

	 	 	 	 
		13.5 	
      The Tenant shall not be entitled to any claim against the
      Landlord for any damages or compensation or any relief against such
      extinguishment and determination of its option right(s).

	 	 	 	 
	14 	
      Confidentiality

	 	 	 	 
		14.1 	
      Each party shall take every reasonable precaution to
      ensure that its agents, officers or employees and in addition, in case of
      the Tenant, its contractors, solicitors and other professional advisers do
      not:-

	 	 	 	 
			(a) 	
      Disclose any term of this Agreement; or

	 	 	 	 
			(b) 	
      Disclose or use any information acquired in connection
      with this Agreement or acquired in connection with the negotiations
      leading up to it save when necessary for the performance of that party’s
      obligations under this Agreement or as the other party may first agree in
      writing.

	 	 	 	 
		14.2 	
      This clause shall not operate so as to prevent a
      disclosure which is made:-

	 	 	 	 
			(a) 	
      To a public authority under compulsion of law;

	 	 	 	 
			(b) 	
      To a court of law in Hong Kong Special Administrative
      Region or elsewhere or otherwise in any legal proceeding;

	 	 	 	 
			(c) 	
      To the auditors of, or any lawyer or professional person
      being under a duty of confidentiality in acting for that party, or when
      advising a party as to the performance of its obligations under this
      Agreement, or otherwise in connection with this
  Agreement;



- 29- 







	 	(d) 	
      To banks and/or financial institutions for the purposes
      of the Landlord's raising finance and/or refinancing, extending or
      renewing indebtedness, whether incurred in connection with the Premises,
      the development in which the Premises are situated or otherwise;

	 	 	 
	 	(e) 	
      In connection with the fulfillment of any rules,
      regulations or other requirements of any stock exchange or any relevant
      regulatory authority;

	 	 	 
	 	(f) 	
      To the Landlord for the purposes of rental collection and
      property management and to the Sino group (of which the Landlord is a
      member) or any of its subsidiary or associated or affiliated companies in
      or outside of Hong Kong Special Administrative Region (hereinafter called
      “the data user(s)") whether for direct marketing purposes or
      cross-marketing activities.

	 	 	 
	 		
      Provided that the data user(s) will take reasonable
      measures to keep the personal data of the Tenant confidential and ensure
      the same will only be accessible to the authorized employees of the data
      user(s) who in the reasonable belief of the data user(s) require the
      personal data in the discharge of duties toward the data user(s,) as well
      as to its / their holding, affiliated, associated, or subsidiary companies
      for direct marketing or cross-marketing activities, and to the Government
      or law enforcement authorities as shall be necessary for the compliance of
      lawful requests or orders and provided further that if the Tenant wants
      the Landlord or the data user(s) to stop using the data for direct
      marketing or cross-marketing activities, the Tenant may notify the
      Landlord or the data user(s) of the same without any service charge
      whatsoever.

	 	 	 
	 		
      The Tenant hereby acknowledges that the Tenant has been
      informed that it is obligatory for the Tenant to supply the data and the
      consequences for the Tenant if the Tenant fails to supply the data and the
      Tenant has also been informed of the Tenant's rights to request access to
      and to request the correction of the data. Such right of access includes
      the right to obtain a copy of the Tenant's personal data. Any such request
      should be made in writing to the Landlord.




	15 	
      Reservation of rights

	 	 	 
		
      The Landlord reserves the right, exercisable at any time
      or times:

	 	 	 
		15.1 	
      To install or erect at the entrances passages passageways
      doorways corridors landings staircases lobbies or other public parts of
      the Building counters, showcases or
      light boxes and to change the arrangement and/or location of entrances
      passageways doors doorways corridors landings staircases lobbies lifts
      escalators toilets or other public parts of the Building or any service or
      apparatus serving the Building.



- 30 - 







	 	15.2 	
      To change the name or description of the Building or any
      part thereof PROVIDED that in such event, the Landlord shall give to the
      Tenant and the Postal and other Government Authorities not less than three
      months' advance notice in writing of any such proposed change.

	 	 	 
	 	15.3 	
      To change the user of any part of the Building for any
      other purposes (including but not limited to restaurant and/or retail
      purposes), renovate or refurbish the shopping arcade (if any) or office
      area (if any) or any part or any area of the Building and to change,
      alter, amend, vary, add to and re-locate the layout of the shopping arcade
      (if any) or office area (if any) or any part or any area of the Building
      including but not limited to the external walls,
      entrance lobbies, staircases, landings, passages, corridors, toilets,
      lifts and escalators and to change out works to effect such change of
      user, renovation, refurbishment, change, alteration, amendment, variation,
      addition and re-location and the Tenant shall not be entitled to object to
      the change of user, renovation, refurbishment change alteration,
      amendment, variation, addition, re-location or any works as aforesaid and
      shall have no right of action or claim for compensation whatsoever in
      connection with any matters arising from this Clause.

	 	 	 
	 	15.4 	
      To make or cause to be made any structural or
      non-structural alteration or improvement in or addition to entrances
      landings staircases driveways passages lobbies or any part of the Building
      in common use, without incurring any liability to make
      any payment to the Tenant on any account whatsoever.

	 	 	 
	 	15.5 	
      To make introduce, amend, adopt or abolish regulations as
      it may consider necessary for the management and maintenance of the
      Building as a first class commercial Building. Such regulations shall be
      supplementary to the terms and conditions contained in this Agreement and
      shall not in any way derogate from such terms and conditions. In the event
      of conflict between such regulations and the terms and conditions of this
      Agreement the terms and conditions of this Agreement shall
  prevail.

	 	 	 
	 	15.6 	
      To erect, Affix, install, remove, maintain, renew or
      paint on or to such parts of the exterior of the Building and/or the
      Premises (including but not limited to the walls and windows) flags,
      poles, banners,
      posters, decorations, chimneys,
      sunshades, sculptures, signs, stickers, signboards and advertisements
      (illuminated or otherwise) and the Tenant shall not make any objection or
      requisition to the same and shall have no claim whatsoever for any
      disturbance or interference of use or enjoyment of the Premises by reason
      thereof.




	16 	
      Novation

	 	 
		
      Without prejudice to any other rights of Landlord under
      this Agreement, in the event that during the Term hereunder, the Premises
      or any part thereof and/or this Tenancy Agreement shall be assigned by the
      Landlord to any person or persons (the "Assignee")
      then the following provisions shall apply:



- 31 - 







		
      16.1 
	
      The Tenant shall accept and acknowledge the Assignee as
      the new landlord in respect of the Premises or the relevant part hereof
      assigned and the Tenant shall thereafter become liable to the Assignee for
      the observance and performance of all the terms and conditions of this
      Tenancy Agreement on the part of the Tenant to be observed or performed.
      

	  	  	  
		
      16.2 
	
      The Landlord shall be entitled to call upon the Tenant to
      and the Tenant shall at the direction of the Landlord enter into and
      execute a Novation Agreement or other agreement or document with the
      Assignee and the Landlord in such form as may be reasonably required by
      the Landlord for the purpose of confirming that novation of all the
      Landlord's rights and obligations to the Assignee, to the intent that all
      the Landlord's liabilities and obligations under this Agreement including
      but without limitation the obligation for the refund of the Deposit
      hereunder, shall be assumed and taken up by the Assignee in exoneration of
      the, Landlord and all the Tenant's covenants in this Tenancy Agreement
      shall enure for the benefit of the Assignee. 

	  	  	  
		
      16.3 
	
      Upon the assignment of the Premises or any part thereof
      and/or this Tenancy Agreement and upon the execution of the
      Novation Agreement or such other agreement or document mentioned above,
      all the Landlord's liabilities and obligations hereunder including,
      without limitation, its obligation to refund the Deposit hereunder,
      whether contractual or otherwise, shall absolutely cease and be
      extinguished and in lieu thereof the Assignee shall take up and assume
      such liabilities and obligations. 

	 	 	 
	17 	Meaning of “Tenant” 
	 	 
		
      The expression “the Tenant" shall (where the context
      permits) mean and include the party or parties specifically named and
      shall not include the executors and administrators of any such party or
      where such party is a corporation any liquidator or receiver thereof.
    

	  	  	  
	18 	Responsible for acts of servant, etc.
    
	  	  	  
		
      Any act default neglect or omissions of the agents
      contractors servants customers or visitors of the Tenant shall be deemed
      to be the act default neglect or omission of the Tenant. 

	  	  	  
	19 	Special condition(s) 
	  	  	  
		
      The parties hereto hereby agree that the terms or
      conditions or matters set out in the Sixth Schedule hereto shall apply to
      this Agreement and shall be incorporated as an integral part of this
      Agreement. 

	  	  	  
	20 	Governing law 
	  	  	  
	  	This Agreement and the rights and
      obligations of the parties hereto shall be governed by
and construed and interpreted in all respects in accordance with the laws of Hong Kong Special Administrative Region and the Tenant hereby irrevocably submit(s) himself / themselves to the jurisdiction of the courts of Hong Kong Special
Administrative Region.



- 32- 











The submission of the Tenant to the jurisdiction of the courts of Hong Kong Special Administrative Region shall not restrict the right of the Landlord to take proceedings against any one or both of them in any other courts having, claiming or
accepting jurisdiction over them or any of its/their assets, nor shall the taking of proceedings in any one or more jurisdictions(s) preclude the taking of proceedings in any other jurisdiction whether concurrently or not. 


Any action or proceedings against the Landlord may be taken in no jurisdiction other than that of the courts of Hong Kong Special Administrative Region. 


- 33 -










THE FIRST SCHEDULE ABOVE REFERRED
TO 

PART 1 

	
      LANDLORD 
	
      WIDE HARVEST INVESTMENT LIMITED whose registered office
      is situate at 12th Floor Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha
      Tsui, Kowloon, Hong Kong (“Landlord" which expression shall include its
      successors and assigns). 

	  	  
	
      TENANT 
	
      GOLDENWAY PRECIOUS METALS LIMITED ( ) whose
      registered office is situate at Suite Nos. 3702-437th Floor, Tower 6, The
      Gateway, Harbour City, Tsimshatsui, Kowloon, Hong Kong ("Tenant")
  

	  	  
	  	  
	 PART 11 
	  	  
	
      Premises 
	
      SUITE NO. 9 on the 12TH FLOOR of TOWER 1 of CHINA HONG
      KONG CITY(“the Building") at No. 33 Canton Road, Kowloon, Hong Kong (the
      said Suite for the purpose of identification only is shown and coloured
      Pink on the Floor Plan annexed hereto). 

	  	  
	 PART 111 
	  	  
	
      Term 
	
      For the term of three ye s commencing on the 22nd day of
      February 2010 and expiring on the 21st day of February 2013 (both days
      inclusive). 

	  	  
	 PART IV 
	  	  
	
      User 
	
      Restricted to use by the Tenant as office premises only
      and for no other purpose whatsoever. 

	  	  
	 PART V 
	  	  
	
      Deposit 
	
      The sum of HK$249,045.00 (equivalent to three months'
      rental and three months' Management Fee and Air-Conditioning Charge and
      rates) payable to the Landlord on or before the signing of this Agreement.
      



- 34-






THE SECOND SCHEDULE ABOVE REFERRED
TO 

PART 1 

PARTICULARS OF RENT 

	(1) 	
      The rent payable during the Term shall be HK$62,880.00
      each calendar month payable in advance on the first day of each calendar
      month (without any deduction or set-off).

	 	 
	(2) 	
      The rent is exclusive of rates, Government rent (if any,)
      Management Fee and Air-Conditioning Charge and other outgoings.

	 	 
	(3) 	
      Subject to the Tenant's due and punctual payment of the
      Rent and other monies payable under this Agreement and the due observance
      and performance of all the conditions contained in this Agreement, the
      Tenant shall have the following rent free period(s) :

	 	 
		
      From 22nd February 2010 to 23rd March 2010 (both days
      inclusive).

	 	 
		
      During any rent free period the Tenant shall continue to
      pay the Management Fee and Air-Conditioning Charge, rates and Government
      rent (if any) and all other outgoings payable.




	 PART 11 
	 PARTICULARS OF
      CHARGES 
	 
	Management Fee and Air-Conditioning Charge:
    	HK$17,135.00 per calendar month 
	 	(subject to revision pursuant to Clause 1.5
  
	 	of Section III). 
	 	  
	 PART 111 
	 
	Tenant's email address : 	esther@222m.net 


- 35 -






THE THIRD SCHEDULE ABOVE REFERRED
TO 

FITTING OUT REQUIREMENTS 

The Tenant shall :- 

	(a) 	
      Provide electrical light fittings and a ceiling of
      non-combustible material approved by the Landlord save that no combustible
      material will be permitted above the ceiling. If the Tenant requires any
      extension or relocation of the sprinkler heads and/or the smoke detectors
      and other fire services equipment installed by the Landlord, the cost of
      such work will be paid by the Tenant.

	 	 
	(b) 	
      Provide vertical window blinds, tracks and fittings at
      the Tenant's expenses.

	 	 
	(c) 	
      Paint and decorate the interior of the Premises to the
      satisfaction of the Landlord.

	 	 
	(d) 	
      Furnish and install floor fi11 and floor finishes. PVC
      tiles sha11 not be used unless approved by the Landlord.

	 	 
	(e) 	
      With the relevant plan showing all the details including
      but not limited to the gauge of wire, etc. duly approved in writing in
      advance by the Landlord, apply for the electricity water meters from the
      relevant authorities, complete all electrical and mechanical insta11ations
      (heating, lighting system, ventilation, air-conditioning, sub-main cable,
      wiring, plumbing, drainage and fire services) for the purpose of providing
      electrical mechanical and drainage services to and within the Premises
      PROVIDED that the reinstatement of the ceiling or any part of the common
      area damaged by or removed during the connecting of electricity to the
      Premises shall be carried out by the Landlord's nominated contractor at
      the Tenant's expense.

	 	 
	(f) 	
      Furnish and install or arrange for the installation of
      telephones as well as other Tenant's requirements within the Premises
      together with such meters as are necessary to measure the Tenant's
      consumption thereof and to employ only the contractors nominated or
      approved by the Landlord for such purposes.

	 	 
	(g) 	
      Furnish, install support and connect all lighting
      fixtures, including lamps, switches and wiring, save that in the case of
      support involving cutting into structure prior written approval of the
      Landlord will be required and in all instances only the contractor
      designated by the Landlord sha11 be used.

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



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THE FOURTH SCHEDULE ABOVE REFERRED
TO 

BUILDING RULES AND REGULATIONS


	(a) 	Plumbing fixtures shall be used only for the
      purposes for which they were constructed. No sweeping rubbish rags or
      other alien substance shall be deposited therein. All costs for making
      good damages resulting from any misuse of the plumbing fixtures shall be
      borne by the Tenant. 
	  	  
	(b) 	Unless with the written consent of the
      Landlord, no tenant may drill into or in any way deface any part of the
      Premises or the Building. 
	  	  
	(c) 	Unless with the written consent of the
      Landlord, and such consent will not be usually granted, no flagpoles or
      aerials shall be erected, and no flags may be flown from windows or
      elsewhere in or upon the Building. 
	  	  
	(d) 	The loading and unloading of goods shall be
      carried out in such manner and within such times as from time to time be
      designated by the Landlord. 
	  	  
	(e) 	Canvassing and peddling in the Building are
      prohibited. 
	  	  
	(f)	No tenant shall cause or permit any noise which
      is or may be a nuisance or annoyance to the occupants of other portions of
      the Building. 
	  	  
	(g) 	No animals or pets may be kept in the Premises
      or the Building. 
	  	  
	(h) 	No security organization shall be employed by
      Tenant without the Landlord's prior consent. 
	  	  
	(i) 	No film or movies shooting relating to the
      Building is permitted unless the prior written consent from the Landlord
      is obtained. 
	  	  
	(j) 	No person is allowed to sit loiter or sleep on
      public passages, staircases or shopfronts. 
	  	  
	(k) 	Save and except where the Premises are let for
      the express purpose of a Food or Beverage outlet or restaurant the
      preparation of food in the Premises is expressly prohibited save with the
      Landlord's prior permission in writing. 
	  	  
	(1) 	No person may place or leave any rubbish in the
      entrances or any of the staircases, corridors, passages or landings of the
      Building used in common. 
	  	  
	(m)  	No person may permit or suffer any sale by
      auction to be held upon the Premises.


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THE FIFTH SCHEDULE ABOVE REFERRED
TO 

NORMAL AIR-CONDITIONING SUPPLY
HOURS 

	Monday to Friday (inclusive) : 	From 8:00 A.M. to 6:00 P.M. 
	 	 
	Saturday 	From 8:00 A.M. to 2:00 P.M.



For the avoidance of doubt, no air-conditioning will be
supplied to all office units of the Building on all Sundays and Public Holidays.
The said normal air-conditioning supply hours are subject to revision from time
to time by the Landlord or the Building Manager at its sole discretion by giving
to the Tenant not less than one month's prior notice in writing in that behalf.


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THE SIXTH SCHEDULE ABOVE REFERRED
TO 

SPECIAL CONDITION(S) 

	1. 	
      To pay to the Landlord such handling charge as the
      Landlord shal1 determine in its absolute discretion from time to time
      during the Term for considering the Tenant's fitting out plans and
      specifications and inspecting the fitting out works carried out or to be
      carried out in the Premises.

	 	 
	2. 	
      The Tenant shal1 pay and discharge any temporary
      electricity charges incurred during the fitting out period as demanded by
      the Building Manager.

	 	 
	3. 	
      The Tenant shall pay a sum, as demanded by the Landlord
      or the Building Manager of the Building as a fitting out and decoration
      deposit before commencing to fit out the Premises. Such sum shal1 be
      refunded to the Tenant without interest subject to any Necessary
      deductions, upon completion of the decoration works.

	 	 
	4. 	
      From time to time as necessary and upon completion of the
      fitting out work in the Premises, the Tenant shall at its own expense
      remove al1 debris and rubbish resulting from such fitting out work to the
      location designated by the Landlord or the Building Manager or their
      authorised agents in an orderly and proper manner.

	 	 
	5. 	
      Before taking possession or the commencement date of the
      tenancy (whichever is earlier) of the Premises, the Tenant shall pay to
      the Landlord the fol1owing:




	 	Rent for 24th March 2010 to 23rd Apri12010 	 	HK$64, 435.10 	 
	 	 	 	 	 
	 	Management Fee and Air-Conditioning Charge for 22nd
      February 2010 to 21st March 2010 	 	HK$15,891.33 	 
	 	 	 	 	 
	 	Government rates for 22nd February 2010 to 31st March
      2010 	 	HK$3,800.0  	 
	 	 	 	 	 
	 	Vetting charge (non-refundable) 	 	HK$4,716.00 	 
	 	  	 	HK$3,144.00 	 
	 	Temporary electricity charges (non-refundable) 	 	HK$3,144.00 	 
	 	 	 	 	 
	 	Fitting out deposit 	 	  	 
	 	(refundable subject to Clause 9.5 of Section III and to be
      credited to rental account) 	 	HK$95,130.43 	 



	6. 	
      Subject to the Tenant's due execution of this Agreement
      and payment of al1 sums required, vacant possession of the Premises in an
      “ as is" condition with the existing ceiling system left by the previous
      tenant shall be delivered to the Tenant on the commencement of the Term and the Tenant shall be fully
      responsible for the repair and maintenance of the said ceiling system
      throughout the Term of this Agreement.



- 39 - 







	7. 	
      The Landlord shall carry out the following items in the
      Premises on an one time basis :-

	 	 
		
      to provide chemical c1eaning of
      fan coil unit and the quality, standard and the type of such chemical
      c1eaning shall be subject to the sole discretion of the
Landlord;

	 	 
		
      to provide and install
      wall-to-wall new carpet in accordance with the Landlord's standard after
      the commencement date of this tenancy; and

	 	 
		
      to replace aging ceiling tiles
      and ceiling grids in accordance with the Landlord's standard.

	 	 
	8. 	
      If the Tenant shall have paid the rent and other payments
      hereby reserved and have observed and performed all the terms and
      conditions contained in this Agreement, then the Tenant may, serve a one
      month prior written notice on the Landlord to request for relocation to
      other premises within the Building (“the New Premises") subject to
      availability and the monthly rent of the New Premises shall not be lower
      than HK$62,880.00 (exclusive of rates, management fee and air-conditioning
      charge). The tenancy of the New Premises shall commence on a date to be
      determined by the Landlord (which shall in no event be later than the
      termination of this Agreement) and other terms and conditions as shall be
      decided by the Landlord at its absolute discretion. In the event that the
      Tenant elects for such relocation, the Tenant shall enter into a tenancy
      agreement with the Landlord in respect of the New Premises on or before
      the commencement date of the term of the tenancy agreement. The Tenant
      shall upon execution of the tenancy agreement for the New Premises execute
      a surrender agreement in a form prepared by the Landlord's solicitors to
      determine this Agreement and surrender the Premises. The cost of the
      Landlord's solicitors and the disbursements incidental to the preparation
      and completion of the surrender agreement and the new tenancy agreement
      and stamp duty thereon shall be borne by the Tenant
  absolutely.



- 40- 







	i-- 
	AS WITNESS the hands of the parties
      hereto the day and year first above written. 
	 	  
	SIGNED BY 
	 	Comic Kwong - Lin Hung 
of Sino Real
      Estate
 Agency Limited a company 
duly authorised. By the Board
      
of Director of the Landlord 
	 	  
	for and on behalf of
      Real Estate 
Agency Limited as agent for the
      
Landlord for the sole purpose of 
execution of this Agreement
      
whose signature is verified 
	by :- 







	R E C E I V E D the day and year first
      above 	) 
	written of and from the Tenant the sum of 	) 
	HONG KONG DOLLARS TWO HUNDRED 	) 
	FORTY-NINE THOUSAND AND FORTY- 	) 
	FIVE ONLY being the above mentioned 	) 
	deposit to be paid by the Tenant to the
      Landlord.) 	  
	  	  
	SIGNATURE VERIFIED BY:- 	  


 

- 41 -