Goldenway, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com











Exhibit 10.2









INDEX 


	SECTION 1 	INTERPRETATION AND AGREEMENT
	Page 
	  	  	 	  
	  	1 	1 (1) Interpretation 	  
	  	  	1 (2) Headings and index 	  
	  	  	1 (3) Gender 	  
	  	2 	Term premiseslt rent and ch 	  
	 	 	 	 
	SECTION 11 	RENT AND OTHER CHARGES 	  
	  	  		  
	  	1 	Rent and charges 	2 
	  	2 	Rates 	2 
	  	3 	Gas water and electricity
      charges 	3 
	  	  	 	  
	SECTION 111 	TENANT'S OBLIGATIONS 	  
	  	  	 	  
	  	1 	Compliance with Ordinances 	3 
	  	2 	Fitting out and Other Work 	3 
	  	  	2(1) Installations and
      alterations 	4 
	  	  	2(2) Damage to walls ceilings
      and floors 	4 
	  	  	2(3) Floor covering 	4 
	  	4 	Replacement of windows 	4 
	  	5 	Repair of electrical
      installation 	5 
	  	6 	Repair of gas installation 	5 
	  	7 	Landlord's Nominated
      Contractors 	5 
	  	8 	Maintenance of sanitary and
      water apparatus 	5 
	  	9 	Cleaning of drains 	5 
	  	10 	Responsibility for defects 	5 
	  	11 	Third party insurance 	6 
	  	12 	Insurance of contents 	6









	  	13 	Protection from typhoons 	6 
	  	14 	Entry by Landlord 	7 
	  	15 	Notice to repair 	7 
	  	16 	Outside windows 	7 
	  	17 	Inform Landlord of damage 	7 
	  	18 	Regulations 	7 
	  	19 	Cleaning contractors 	7 
	  	20 	Directory boards 	8 
	  	21 	Service entrances and lifts 	8 
	  	22 	Refuse and garbage removal 	8 
	  	23 	Title deeds 	8 
	  	24 	Yield up premises and handover 	8 
	  	25 	Indemnity against breach 	9 
	  	  	  	  
	  	  	  	  
	SECTION IV 	LANDLORD'S OBLIGATIONS 	  
	  	  	  	  
	  	1 	Quiet enjoyment 	9 
	  	2 	Government rent and property
      tax 	9 
	  	3 	Building management services 	10 
	  	4 	Facilities 	10 
	  	5 	Air-conditioning services 	10 
	  	6 	 Directory boards 	10 
	  	  	  	  
	  	  	  	  
	SECTION V 	RESTRICTIONS AND PROHIBITIONS 	  
	  	  	  	  
	  	1 	 Damage to common areas 	10 
	  	2 	 Floor loading 	11 
	  	3 	 Air-conditioning units 	11 
	  	4 	 Structural stability 	11









	  	5 	Locks 	11 
	  	6 	Loading of lifts 	11 
	  	7 	Use of lifts 	11 
	  	8 	Nuisance or annoyance 	11 
	  	9 	Noise 	11 
	  	10 	Signs 	12 
	  	11 	User 	12 
	  	12 	Illegal or immoral use 	12 
	  	13 	Sleeping or domestic use 	12 
	  	14 	Manufacture or storagey.• of goods 	12 
	  	15 	Combustible or dangerous goods
    	13 
	  	16 	Obstructions in passages 	13 
	  	17 	Toilet facilities 	13 
	  	18 	Wiring and cables in common areas 	13 
	  	19 	Preparation of food and
      prevention of odours 	13 
	  	20 	Animals pets and infestation 	14 
	  	21 	Subletting and assigning 	14 
	  	22 	Breach of Conditions 	14 
	  	23 	Breach of insurance policy 	15 
	  	24 	Aerials 	15 
	  	25 	Parking 	15 
	  	26 	Use of building name 	15 
	  	  	 	  
	  	  	 	  
	  	  	 	  
	SECTION VI 	EXCLUSIONS OF LIABILITY 	  
	  	  	 	  
	  	1 	1.1 Lifts escalators and other services 	16 
	  	  	1.2 Electricity/gas/water
      supply 	16 
	  	  	1.3 Fire overflow of water and vermin 	16 
	  	  	1.4 Water sprinklers 	16 
	  	  	1.5 Services 	16 








	SECTION VII 	ABATEMENT OF RENT 	  
	  	  	  	  
	  	1 	Abatement 	17 
	  	  	  	  
	SECTION VIII 	DEFAULT 	  
	  		  	  
	  	1	Default 	17 
	  	2 	Exercise of right 	18 
	  	3 	Acceptance of rent 	18 
	  	4 	Acts of contractors servants agents licensees
      customers 	18 
	  	5 	Distraint 	18 
	  	6 	Interest, legal costs and supply of information
      to agents 	19 
	  	  	  	  
	SECTION IX 	DEPOSIT 	  
	  	  	  	  
	  	1 	Deposit 	19 
	  	2 	Increase in deposit 	20 
	  	3 	Repayment of deposit 	20 
	  	4 	Transfer of deposit 	20 
	  	  	  	  
	SECTION X 	REGULATIONS 	  
	  	  	  	  
	  	1 	Introduction of Regulations 	20 
	  	2 	Conflict 	21 


(iv) 





	SECTION XI 	MARKET RENTAL 	  
	 		  	  
	 	1 	Determination of market rental
    	21 
	 		  	  
	SECTION XII 	GENERAL 	  
	 		  	  
	 	1 	Landlord and tenant legislation
    	 23 
	 	2 	Condonation not a waiver 	 23 
	 	3 	Letting notices 	 24 
	 	4 	Service of notices 	 24 
	 	5 	No fine 	 24 
	 	6 	Exclusion of warranties 	24 
	 	7 	Name of building 	24 
	 	8 	Stamp Duty and costs 	24 
	 	9 	Tenant's obligations not
      affected 	25 
	 	10 	No enforcement of third party covenants 	25 
	 	11 	No implied covenants 	25 
	 	12 	Changes in common areas 	26 
	 	13 	Reservations 	26 
	 	14 	Severance 	26 
	 	15 	Tenant's effects 	26 
	 	16 	Use of other premises 	27 
	 	17 	Deed of Mutual Covenants 	27 
	 	18 	Sale and Redevelopment 	27 
	 	19 	Special conditions 	28 
	 		  	  
	SCHEDULE 	  	29 
	EXECUTION 	  	30 
	ANNEXURES 	  	31 
	APPENDIX 	  	32 


(v) 









IT IS AGREED as follows:- 

SECTION I INTERPRETATION AND 
AGREEMENT 

	1 	1(1)	
      Interpretation

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




	 	1(2) 	Headings and index 
	 	  	  
			The headings and index 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. 
	 	  	  
	 	1(3) 	Gender 
	 	  	  
			Unless the context otherwise requires words
      herein importing the masculine gender shall include the feminine and
      neuter and vice versa and words herein in the singular shall include the
      plural and vice versa. 



	2 	
      Term premises rent and charges

	 	 
		
      The Landlord shall let and the Tenant shall take for the
      said term All Those the said premises as delineated in pink on the plan(s)
      annexed hereto Together with the use in common with the Landlord and all
      others having the like right of :-




	 	2(1) 	the entrances staircases landings passages and
      toilets in the said building, and 
	 	 	 
	 	2(2) 	the lifts and escalators in the said building
      whenever the same shall be operating, 


insofar as the same are necessary for
the proper enjoyment of the said premises but except as the Landlord may from
time to time restrict such use YIELDING AND PA YING therefor throughout the said
term the rent air-conditioning charge and service charge (all of which are
unless the context otherwise requires hereinafter included under the term
“rent") as are set out in the Schedule which sums shall be payable exclusive of
rates and other out-goings and in advance on the first day of each calendar
month the first of such payments to be apportioned according to the number of
days then unexpired in the month in respect of which such payment is due and the last of such
payments to be apportioned according to the number of days of the said term
remaining in the month in respect of which such payment is due. 




Section 1 / II 

SECTION 11 
RENT AND OTHER CHARGES 


The Tenant hereby agrees with the Landlord as follows:-

	1 	
      Rent and charges




		1(1) 	To pay the rent air-conditioning charge and
      service charge on the days and in the manner hereinbefore provided for
      payment thereof without deduction or set off (whether legal equitable or
      otherwise) and in banknotes or by bankers order if so required by the
      Landlord. 
	 	 	 
		1(2) 	The Landlord shall be entitled at any time and
      from time to time during the said term to serve a notice upon the Tenant
      increasing either one or both of the air-conditioning charge and service
      charge by an amount which the Landlord shall deem appropriate having
      regard to all or any of the elements affecting the cost of providing the
      respective services, and thereafter such increased charge or charges shall
      be payable in lieu of the charge or charges provided for above. The
      Landlord's assessment of the appropriate increase shall be conclusive and
      binding on the Tenant. 



	2 	
      Rates




		2(1) 	To pay and discharge all rates taxes
      assessments duties charges impositions and outgoings of an annual or
      recurring nature now or hereafter to be assessed imposed or charged by the
      Government of the Hong Kong Special Administrative Region or other lawful
      authority upon the said premises or upon the owner or occupier thereof
      (Government Rent and Property Tax only excepted). 
	 	 	 
		2(2) 	In the event that an assessment to rates in
      respect of the said premises shall be raised upon the Landlord direct the
      Landlord shall during the month immediately preceding any quarter in
      respect of which such rates may fall due be at liberty to debit the Tenant
      with the amount thereof and the same shall forthwith be paid by the Tenant
      to the Landlord whereupon the Landlord shall account for the same to the
      Government of the Hong Kong Special Administrative Region. 
	 	 	 
		2(3) 	In the event that no valuation of the said
      premises shall have been made in accordance with the Rating Ordinance
      (Cap.116) or any statutory amendment or modification thereof for the time
      being in force the Landlord shall be at liberty to make an interim
      valuation thereof and to debit the Tenant with the amount which would be payable upon such interim valuation
      and the same shall forthwith be paid by the Tenant to the Landlord and any
      over-payment or under-payment by the Tenant on such interim valuation
      shall be adjusted when a valuation under the Rating Ordinance shall have
      been made known.
  







		2(4) 	
      The Landlord shall be entitled to treat non-payment of
      any amount debited to the Tenant in accordance with the foregoing
      provisions of this Clause or any part thereof in all respects as
      non-payment of rent under this Agreement. 




	3 	
      Gas water and electricity charges

	 	 
		
      To pay and discharge all charges for gas water and
      electricity consumed in the said premises.



SECTION 111 
TENANT'S OBLIGATIONS 


The Tenant hereby agrees with the Landlord as follows:-

	1 	
      Compliance with Ordinances

	 	 
		
      To obey and comply with all ordinances regulations
      bye-laws rules and requirements of any Governmental or other competent
      authority relating to the conduct and carrying on of the Tenant's business
      on the said premises or to any other act deed matter or thing done
      permitted suffered or omitted therein or thereon by the Tenant or any
      employee agent contractor or licensee of the Tenant and to notify the
      Landlord forthwith in writing of any notice received from any statutory or
      public authority concerning or in respect of the said premises or any
      services supplied thereto.

	 	 
	2 	
      Fitting out and Other Work

	 	 
		
      To fit out the said premises in accordance with such
      plans and specifications as shall have been first submitted to and
      approved in writing by the Landlord in a good and proper workmanlike
      fashion and in carrying out any approved work hereunder the Tenant shall
      and shall cause its servants agents contractors and workmen to cooperate
      fully with the Landlord and/or with the building manager and their/its
      servants agents contractors and workmen and to obey and comply with all
      instructions and directions which may be given by the Landlord's architect
      or other authorized representative or by the building manager if appointed
      by the landlord in connection with the carrying out of such work Provided
      That the Tenant shall not at any time during the said term without the
      prior written consent of the Landlord :-







Section III 



	 	2(1) 	Installations and alterations 
	 	 	 
			erect install remove or alter any fixtures
      partitioning or other erection or installation in the said premises or any
      part thereof or in any other part of the said building or without the like
      consent make or permit or suffer to be made alterations in or additions to
      the electrical or gas installations or to the air conditioning plumbing
      drainage fire fighting/detection or security systems or install or permit
      or suffer to be installed any equipment apparatus or machinery which
      requires any additional electrical/gas mains wiring/piping or which
      consumes electricity/gas not metered through the Tenant's separate meter
      or which imposes a weight on any part of the flooring in excess of that
      for which it is designed, it being agreed that the Landlord shall be
      entitled to prescribe the maximum weight and permitted location of safes
      and other heavy equipment and to require that the same stand on supports
      of such dimensions and material to distribute the weight as the Landlord
      may deem necessary, nor 
	 	  	  
	 	2(2) 	Damage to walls ceilings and floors 
	 	 	 
			drive or insert or permit or suffer to be
      driven or inserted any nails screws hooks brackets or similar articles
      into the doors ceilings windows walls beams floors structural members or
      any part of the fabric of the said premises or any of the plumbing or
      sanitary or air-conditioning or fire fighting/detection apparatus or
      installation therein nor to cut maim injure drill into mark or deface the
      same or permit or suffer the same to be cut maimed injured drilled into
      marked or defaced, nor 
	 	  	  
	 	2(3) 	Floor covering 
	 	 	 
			lay or use any floor covering or do anything
      which may damage or penetrate the existing flooring floor screed or slab.
    



	3 	
      Good repair of interior

	 	 
		
      To keep all the interior of the said premises including
      the flooring and interior plaster or other finishes or rendering to walls
      floors and ceilings and the Landlord's fixtures therein and all additions
      thereto and including all doors windows electrical and gas and plumbing
      installations and wiring and piping in good clean and tenantable repair
      and condition and properly preserved and painted and so to maintain the
      same throughout the said term at the expense of the Tenant and to the
      satisfaction of the Landlord, and subject to Clause 24 of Section 111 to
      deliver up the same to the Landlord at the expiration or sooner
      determination of the said term in like condition.

	 	 
	4 	
      Replacement of windows

	 	 
		
      To replace all broken and/or damaged windows glass wall
      and curtain (including those with cracks or scratches found thereon)
      whether or not the same be broken or damaged or caused by the negligence
      of the Tenant and at the Landlord's direction to pay to the Landlord upon
      demand the full costs required for the said
replacement.







Section III 

	5 	
      Repair of electrical installation

	 	 
		
      To repair or replace any electrical installation or
      wiring of the Tenant if the same becomes dangerous or unsafe or if so
      reasonably required by the Landlord or by the relevant utility company and
      in so doing the Tenant shall use only a contractor nominated by the
      Landlord in writing for the purpose.

	 	 
	6 	
      Repair of gas installation

	 	 
		
      To repair or replace any gas installation or piping of
      the Tenant if the same becomes dangerous or unsafe or if so reasonably
      required by the Landlord or by the relevant utility company and in so
      doing the Tenant shall use only a contractor nominated by the Landlord in
      writing for the purpose.

	 	 
	7 	
      Landlord's Nominated Contractors

	 	 
		
      In carrying out any work to the electrical or gas
      installation or to the air conditioning plumbing drainage fire fighting /
      detection building automation and / or security systems the Tenant shall
      use only those contractors nominated by the Landlord in writing for the
      purpose and the Tenant shall pay to the Landlord as the Landlord's
      handling fee a sum equivalent to ten per cent (10%) of the price quoted by
      the nominated contractors for carrying out such work. The Tenant shall not
      commence any such work unless and until the Tenant has paid the Landlord's
      handling fee to the Landlord as aforesaid.

	 	 
	8 	
      Maintenance of sanitary and water apparatus

	 	 
		
      To keep the sanitary and water apparatus used exc1usively
      by the Tenant and its servants agents licensees and customers in good
      clean and tenantable repair and condition to the satisfaction of the
      Landlord and in accordance with the regulations or bye-laws of all Public
      Health and other Government Authorities
concerned.




	9 	
      Cleaning of drains

	 	 
		
      To pay to the Landlord on demand all costs incurred by
      the Landlord in cleaning c1earing repairing or replacing any of the drains
      pipes or sanitary or plumbing apparatus choked or stopped up owing to the
      careless or improper use or neglect by the Tenant or any employee agent
      licensee or customer of the Tenant.

	 	 
	10 	
      Responsibility for defects

	 	 
		
      To be wholly responsible for any loss damage or injury
      caused to any person whomsoever or any property whatsoever whether
      directly or indirectly :-





		10(1) 	
      through the defective or damaged condition of any part of
      the interior of the said premises or any fittings fixtures wiring or
      piping therein or any equipment apparatus installation whatsoever which
      are used and enjoyed exclusively by the Tenant and its servants agents licensees and
      customers whether the same shall be in or at the said premises or
      otherwise, or 











Section III 

		10(2) 	through or in any way owing to the spread of
      fire or smoke or the leakage or overf1ow of water including storm or rain
      water into or from the said premises or any part thereof, or 
	 	 	 
	 	10(3) 	through the negligence or the act neglect
      default or omission of the Tenant, or 
	 	 	 
	 	10(4) 	through the use of the said premises by the
      Tenant, or 
	 	 	 
	 	10(5) 	through the operation by the Tenant of its
      business at or from the said premises. 



	11 	
      Third party insurance

	 	 
		
      To effect and maintain throughout the said term insurance
      cover in respect of the Tenant's obligations under Section 111 Clause 10
      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 cover the
      interest of the Landlord or the building manager if there is one appointed
      by the Landlord as the beneficiary or beneficiaries thereof and shall be
      in such amount as the Landlord shall from time to time stipulate and shall
      contain a clause to effect that the insurance cover thereby effected and
      the terms and conditions thereof shall not be cancelled modified or
      restricted without prior written consent of the Landlord.

	 	 
	12 	
      Insurance of contents

	 	 
		
      To be wholly responsible for any loss or damage to
      property within the said premises including without limitation all
      furniture fixtures fittings goods chattels samples personal effects
      contents and stock 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 or 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 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.

	 	 
	13 	
      Protection from typhoons

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







Section III 

	14 	
      Entry by Landlord

	 	 
		
      To permit the Landlord and all persons authorized thereby
      at all reasonable times to enter and view the state of repair of the said
      premises to take inventories of the fixtures therein to carry out any
      works repairs or maintenance which require to be done and to show the said
      premises to prospective tenants during the last three months of the said
      term or to prospective purchasers at any time during the said term
      Provided That in the event of an emergency the Landlord or the building
      manager if appointed by the Landlord including its servants or agents may
      enter without notice and forcibly if need be.

	 	 
	15 	
      Notice to repair

	 	 
		
      On receipt of any notice from the Landlord or the
      building manager if appointed by the Landlord specifying any works or
      repairs which require to be done and which are the responsibility of the
      Tenant hereunder forthwith to put in hand and execute the same with all
      possible despatch and without any delay. Failure by the Tenant so to do
      will entitle the Landlord or its servants or agents to enter upon the said
      premises and forcibly if need be to carry out such works or repairs at the
      sole expense of the Tenant.




	16 	
      Outside windows

	 	 
		
      To keep all outside windows closed and
fastened.

	 	 
	17 	
      Inform Landlord of damage

	 	 
		
      To give notice in writing to the Landlord or the building
      manager if appointed by the Landlord of any damage that may be suffered to
      the said premises or to persons thereon and of any accident to or defects
      in the water pipes gas pipes electrical wiring or fittings fixtures or
      other facilities provided by the Landlord.

	 	 
	18 	
      Regulations

	 	 
		
      To observe and comply with such regulations as the
      Landlord or the building manager if appointed by the Landlord may
      introduce for the better operation and management of the commercial part
      of the said building as office premises and/or for the use of the carpark
      in the said building and/or its recreational areas and outdoor
      facilities.

	 	 
	19 	
      Cleaning contractors

	 	 
		
      To engage as cleaning contractors for the said premises
      only such contractors as may be nominated by the Landlord, provided that
      the Tenant may in addition to or substitution for such contractors employ
      its own direct staff for cleaning. Such cleaning contractors shall be
      employed at the sole expense of the Tenant.












	
20 		
Directory boards

	
	 	 
		
To pay the Landlord immediately upon demand the costs of affixing repairing altering or replacing as necessary the directory boards, signboards or name plate bearing the Tenant’s name (or such other name(s) as may be allowed
by the Landlord) provided by the Landlord located within or outside the said premises or any part of the building as the Landlord may designate as well as the costs of removing the same upon the expiry or sooner determination of this tenancy.

	
	 	 
	
21 		
Service entrances and lifts

	
	 	 
		
To load and unload goods only at such times and through such service entrances and by such service lifts as shall be designated by the Landlord or the building manager if appointed by the Landlord for this purpose from time to
time.

	
	 	 
	
22 		
Refuse and garbage removal

	
	 	 
		
To be responsible for the removal of garbage and refuse from the said premises to such location as shall be specified by the Landlord or the building manager if appointed by the Landlord from time to time and to use only that type
of refuse container as is specified by the Landlord or the building manager if appointed by the Landlord from time to time. In the event of the Landlord or the building manager if appointed by the Landlord providing a collection service for garbage
and refuse the same shall be used by the Tenant to the exclusion of any other similar service and the use of such service provided by the Landlord or the building manager if appointed by the Landlord shall be at the sole cost of the Tenant.

	
	 	 
	
23 		
Title deeds

	
	 	 
		
To observe and perform the covenants terms conditions and restrictions under which the said Lot(s) is/are held from the Government of the Hong Kong Special Administrative Region or as referred to in any deed of mutual covenants or
other deed or instrument affecting the said building and/or its recreational areas and outdoor facilities for the time being in force (whether or not executed prior to the date of this Agreement) so far as they relate to the said premises or the use
thereof or the use of the common areas and facilities of the said building and/or its recreational areas and outdoor facilities but except always to the extent that the Landlord is obliged to observe and comply with the same pursuant to Section
IV.

	
	 	 
	
24 		
Yield up premises and handover

	
	 	 
		
At the expiration or sooner determination of this tenancy to deliver up to the Landlord vacant possession of the said premises notwithstanding any rule of law or equity to the contrary together with such fittings fixtures
alterations or additions thereto as the Landlord in its absolute discretion may be willing to retain but without payment of any compensation for such fittings fixtures alterations or additions and deliver to the Landlord all keys giving access to
all parts of the said premises. The Tenant shall be entitled to remove its own trade fixtures subject to making good all damage including damage to the decoration caused by such removal and shall if required by the Landlord at the Tenant's own costs
and expenses

	







Section III / IV 

		
      A state and condition in accordance with the Landlord’s
      Standard Specification as stipulated in APPENDIX of this
  Agreement.

	 	 
		
      remove all the Tenant's fittings fixtures alterations or
      additions or anything brought in by the Tenant to the said premises or the
      building whether located in the said premises or outside the premises in
      any part of the said building with the permission of the Landlord and/or
      the building manager and reinstate the said premises and/or the said
      building or such part the of following the said removed to. If the Tenant
      shall upon commencement of this tenancy the agreed to accept any fittings
      fixtures alterations or additions which shall have been or made by any
      previous occupiers of the said premises, the Landlord sha11 have the right
      to require the Tenant to remove any or all of such fittings fixtures
      alterations or additions so made prior to the date of commencement of this
      tenancy and to make good any damage to the said premises caused by the
      installation or making of such fittings fixtures alterations or additions
      or its removal as if such fittings fixtures alterations or additions were
      made by the Tenant during the term of this tenancy.

	 	 
	25 	
      Indemnity against breach

	 	 
		
      To indemnify and keep the Landlord and the building
      manager if appointed by the Landlord indemnified from and against all
      actions claims losses damages and expenses arising from any breach
      non-observance or non-performance of any of the agreements or covenants on
      the part of the Tenant herein contained or from the operation by the
      Tenant of its business at or from the said premises or from the use of the
      said premises or of the electrical or gas installation or apparatus
      therein or out of any works carried out at any time during the said term
      to the said premises or out of anything now or during the said term
      attached to or projecting from the said premises or arising from the
      negligence or the act neglect default or omission of the
  Tenant.



SECTION IV 
LANDLORD'S OBLIGATIONS 

The Landlord hereby agrees with the Tenant as follows :-

	1 	
      Quiet enjoyment

	 	 
		
      That the Tenant upon paying the rent on the days and in
      the manner herein provided for payment of the same and observing and
      performing the agreements stipulations and conditions herein contained and
      on the Tenant’s part to be observed and performed shall peaceably hold and
      enjoy the said premises during the said term without any interruption by
      the Landlord or any person lawfully claiming under or in trust for the
      Landlord.

	 	 
	2 	
      Government rent and property tax

	 	 
		
      To pay the Government rent and the property tax payable
      in respect of the said premises.







Section IV / V 

	3 	
      Building management services

	 	 
		
      To carry out or arrange for such building management
      services as the Landlord may in its absolute discretion think fit with a
      view to maintaining the commercial part of the said building as first
      class office premises.

	 	 
	4 	
      Facilities

	 	 
		
      To use its best endravours or to arrange for the building
      manager if appointed by the Landlord to use its best endeavours to
      maintain the escalators lifts and fire fighting/ detection and
      air-conditioning plant and other facilities of the said building in proper
      working order.

	 	 
	5 	
      Air-conditioning services

	 	 
		
      Subject to Clause 4 of this Section IV and to Clauses
      1(1) and 1(2) of Section VI to provide or arrange for air-conditioning
      services to the said premises from 8.30 a.m. until 7.00 p.m. daily from
      Monday to Friday (both inclusive) and from 8.30 a.m. to 2.00 p.m. on
      Saturdays. If the Tenant shall require additional air-conditioning
      services on Sundays and public holidays or outside the times specified the
      Landlord shall on receiving reasonable notice of the Tenant's requirements
      and subject as aforesaid provide the same to the Tenant. The charges for
      air-conditioning services on Sundays and public holidays and outside the
      times specified shall be determined by the Landlord and notified to the
      Tenant from time to time.

	 	 
	6 	
      Directory boards

	 	 
		
      To supply directory boards and to allot space thereon for
      the Tenant's name to be affixed in such uniform lettering or characters as
      shall be designated by the Landlord.



SECTION V 
RESTRICTIONS AND PROHIBITIONS 

The Tenant hereby agrees with the Landlord as follows :-

	1 	
      Damage to common areas

	 	 
		
      Not to damage injure or deface any part of the fabric or
      walls or roof of the said building or of the common areas stairs and lifts
      and other facilities of the said building.












Section V 

	
2 		
Floor loading

	
	 	 
		
Not to load the floor of the said premises or any part thereof beyond the designed weight as stated in Clause 5 of the Schedule hereto.

	
	 	 
	
3 		
Air-conditioning units

	
	 	 
		
Not to install air-conditioning units at the said premises without the prior written consent of the Landlord.

	
	 	 
	
4 		
Structural stability

	
	 	 
		
Not to dig any hole or holes in or otherwise damage the concrete floor slab of the said premises.

	



	
5 		
Locks

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

	
	 	 
	
6 		
Loading of lifts

	
	 	 
		
Not to place in any of the lifts in the said building anything the weight of which shall exceed the maximum weight as shown inside the said lifts.

	



	
7 		
Use of lifts

	
	 	 
		
Not to load or unload or receive delivery of or despatch any goods or merchandise or permit or suffer the same to be loaded unloaded delivered or despatched in any of the lifts designated from time to time by the Landlord as
passenger lifts.

	
	 	 
	
8 		
Nuisance or annoyance

	
	 	 
		
Not to do or permit or suffer to be done any act or thing which may be or become a nuisance or annoyance or cause damage or danger to the Landlord or to the tenants occupiers of other premises in the said building or in any
adjoining or neighbouring building.

	



	
9 		
Noise

	
	 	 
		
Not to produce or suffer or permit to be produced at any time in the said premises any noise which may in the opinion of the Landlord (which opinion shall be conclusive) constitute a nuisance or give cause for reasonable complaint
from the occupants of any other premises in the said building or persons using or visiting the same.

	








Section V 

	10 	
      Signs

	 	 
		
      Not without the prior written consent of the Landlord to
      affix or display or permit or suffer to be affixed or displayed within or
      outside the said premises any signboard sign decoration advertising matter
      or other device whether illuminated or not save that
:-




		10(1) 	the Tenant shall be entitled to have its name
      displayed in English and Chinese in uniform lettering or characters
      designated by the Landlord on the directory boards such lettering and
      characters and any additions or alterations thereto to be placed thereon
      by the Landlord at the Tenant's expense, and 
	 	 	 
		10(2) 	the Tenant shall be entitled at its own expense
      to have its name affixed in lettering and/or characters approved by the
      Landlord on the entrance door or doors to the said premises such lettering
      and/or characters thereon and any additions or alterations thereto or
      thereon to be made by the Landlord at the Tenant's expense. If the Tenant
      carries on business under a name other than its own name it shall notify
      the Landlord of the name under which its business is carried on and shall
      be entitled to have that name displayed as aforesaid, but the Tenant shall
      not be entitled to change its business name without the prior written
      consent of the Landlord which the Landlord may give or withhold at its
      discretion, and without prejudice to the foregoing, the Landlord may in
      connection with any application for consent under this Clause require the
      Tenant to produce such evidence as it may think fit to show that no breach
      of Clause 21 of this Section V has taken place or is about to take place.
    



	11 	
      User

	 	 
		
      Not to use or permit or suffer the said premises to be
      used for any purpose other than as described in Clause 5 of the Schedule
      hereto.

	 	 
	12 	
      Illegal or immoral use

	 	 
		
      Not to use or permit or suffer the said premises to be
      used for any illegal or immoral purpose.

	 	 
	13 	
      Sleeping or domestic use

	 	 
		
      Not to use or permit or suffer the said premises or any
      part thereof to be used as sleeping quarters or as domestic or residential
      premises within the meaning of any landlord and tenant legislation for the
      time being in force nor to allow any person to remain in the said premises
      overnight.

	 	 
	14 	
      Manufacture or storage of goods

	 	 
		
      Not to use or permit or suffer the said premises to be
      used for the purpose of the production manufacture or working of goods and
      merchandise or for the storage of goods and merchandise other than samples
      reasonably required in connection with the Tenant's business carried on
      therein.












Section V 

	
15 		
Combustible or dangerous goods

	
	 	 
		
Not to keep or store or permit or suffer to be kept or stored in the said premises any arms ammunition gun-powder salt-petre kerosene or other explosive or combustible substance or hazardous goods or any dangerous goods (as
defined in the Dangerous Goods Ordinance Cap. 295 or any legislation replacing the same or any orders or regulations made thereunder) other than in accordance with the appropriate legislation from time to time in force and in such areas as the
Landlord shall designate for such purposes.

	
	 	 
	
16 		
Obstructions in passages

	
	 	 
		
Not to encumber or obstruct or permit or suffer to be encumbered or obstructed with any boxes packaging rubbish or other obstruction of any kind or nature nor cause or permit any of its servants agents contractors licensees or
customers to obstruct or use for any purpose other than that for which they are intended any of the entrances staircases landings passages lifts lobbies or other parts of the said building in common use and the Landlord and the building manager if
appointed by the Landlord shall be entitled without notice and at the Tenant's risk and expense to remove dispose of or clear as it sees fit any such material or obstruction and neither the Landlord nor the building manager if appointed by the
Landlord shall thereby incur any liability to the Tenant or any other person whomsoever and the Tenant shall indemnify the Landlord and the building manager if appointed by the Landlord against all losses claims damages or expenses of and against
the Landlord and the building manager if appointed by the Landlord in respect thereof.

	
	 	 
	
17 		
Toilet facilities

	
	 	 
		
Not to use or permit or suffer the toilet facilities in the said building, whether used exclusively by the Tenant or not, to be used for any purpose other than that for which they are intended and not to throw or permit or suffer
to be thrown therein any foreign substance of any kind and the Tenant shall on demand pay to the Landlord or the building manager as the case may be the whole expense of any breakage blockage or damage resulting from a violation of this Clause.

	
	 	 
	
18 		
Wiringand cables in common areas

	
	 	 
		
Not to lay install affix or attach any wiring cables or other article or thing in or upon any of the entrances staircases landings passages lobbies or other parts of the said building in common use.

	
	 	 
	
19 		
Preparation of food and prevention of odours

	
	 	 
		
Not to prepare or permit or suffer to be prepared any food in the said premises or to cause or permit any odours which shall in the sole opinion of the Landlord be offensive or unusual to be produced upon permeate through or
emanate from the said premises.

	








Section V 

	20 	
      Animals pets and infestation

	 	 
		
      Not to keep or permit or suffer to be kept any animals or
      pets inside the said premises and at the Tenant's expense to take all such
      steps and precautions as shall be required by the Landlord or the building
      manager if appointed by the Landlord to prevent the said premises or any
      part thereof from becoming infested by termites rats mice roaches or any
      other pests or vermin. The Tenant shall employ at the Tenant's cost such
      pest extermination contractors as the Landlord or the building manager if
      appointed by the Landlord may require and at such intervals as the
      Landlord or the building manager if appointed by the Landlord may direct
      and to the exclusion of all others.

	 	 
	21 	
      Subletting and assigning

	 	 
		
      Not to assign underlet share part with the possession of
      or transfer the said premises or any part thereof or any interest therein
      nor permit or suffer any arrangement or transaction whereby any person who
      is not a party to this Agreement obtains the use possession occupation or
      enjoyment of the said premises or any part thereof irrespective of whether
      any rental or other consideration is given therefor. This tenancy shall be
      personal to the Tenant named in Agreement and without in any way limiting
      the generality of the foregoing the following acts and events shall unless
      approved in writing by the Landlord be deemed to be breaches of this
      Clause 21 :-




		21(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; 
	 	 	 
		21(2) 	In the case of a tenant who is an individual
      (including a sole surviving partner of a partnership tenant) the death
      insanity or other disability of that individual to the intent that no
      right to use possess occupy or enjoy the said premises or any part thereof
      shall vest in the executors administrators personal representatives next
      of kin trustee or committee of any such individual; 
	 	 	 
		21(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 directly or indirectly owns or own or
      controls or control a majority of its voting shares or who otherwise has
      or have effective control thereof; 
	 	 	 
		21(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 said premises or any part thereof or does
      in fact use possess occupy or enjoy the same; 
	 	 	 
	 	21(5) 	The change of the Tenant's business name.
  



	22 	
      Breach of Conditions

	 	 
		
      Not to do or permit or suffer to be done any act deed
      matter or thing whatsoever which amounts to a breach of any of the terms
      and conditions under which the said Lot(s) is/are held from the Government
      of the Hong Kong Special Administrative Region or as
  referred












Section V 

		
to in any deed of mutual covenants or other deed or instrument affecting the said building and/or its recreational areas and outdoor facilities for the time being in force (whether or not executed prior to the date of this
Agreement) and to indemnify the Landlord against any such breach.

	
	 	 
	
23 		
Breach 01 insurance policy

	
	 	 
		
Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the insurance on the said 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.

	
	 	 
	
24 		
Aerials

	
	 	 
		
Not to erect or permit or suffer to be erected on or from any part of the said building or on or within or from any part of the said premises any aerial antenna satellite dish or other device for any telepoint network or
telecommunication purpose or otherwise, and not to interfere with remove dismantle or alter those common aerials (if any) provided by the Landlord or the building manager if appointed by the Landlord.

	
	 	 
	
25 		
Parking

	
	 	 
		
Not to park in obstruct or otherwise use nor permit any employee agent or licensee of the Tenant to park in obstruct or otherwise use those areas of the said 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 or on behalf of the Landlord or the building manager if appointed by the Landlord.

	
	 	 
	
26 		
Use of building name

	
	 	 
		
Not without the prior 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 said building or any picture representation or likeness of the whole or any
part of such name/logo or of the said building or of the said 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.

	








Section VI 

SECTION VI 
EXCLUSIONS OF LIABILITY 


	1 	
      The Landlord and/or the building manager if appointed by
      the Landlord shall not be liable to the Tenant in respect of any claim
      loss (including but not limited to loss of profits) or damage or expense
      by or to person or property sustained by the Tenant by or through or many
      way owing to :-




	 	1( 1) 	 Lifts escalators and other services

	 	 	 
			any defect in or breakdown or suspension of the
      lifts escalators fire fighting/ detection or water sprinkler equipment
      air-conditioning plant or other facilities of the said building or any of
      them, or 
	 	  	  
	 	1(2) 	Electricity/gas/water supply 
	 	 	 
			any failure malfunction explosion or suspension
      of the electricity gas or water supply to the said building or the said
      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 said building
      or the influx of water including rain, storm or sea water into the said
      building or the said premises or the activity of termites pests rats or
      other vermin in the said building, or 
	 	  	  
	 	1(4) 	Water sprinklers 
	 	 	 
			any use of water sprinkler devices whether by
      intentional operation or as a result of mechanical failure or malfunction,
      or 
	 	  	  
	 	1(5) 	 Services 
	 	 	 
			the adequacy or otherwise of any of the
      management services (including security) rendered by the Landlord and/or
      the building manager if appointed by the Landlord or the failure to render
      the same or the suspension or interruption thereof for whatever reason,
  


whether or not the same may be caused
by the negligence omission or default of the Landlord and/or the building
manager if appointed by the Landlord and/or their/its servants agents
contractors or licensees , nor shall the rent or air-conditioning charge or
service charge or any part thereof be abated or cease to be payable other than
in the circumstances set out in Section VII. 




Section VII / VIII 

SECTION VII 
ABATEMENT OF RENT 


	1 	
      Abatement 

      If :-




		1(1) 	the said building or the said premises or any
      part thereof shall be destroyed or so damaged by fire typhoon Act of God
      Force Majeure or other cause so as to be rendered unfit for use and
      occupation, or 
	 	  	  
	 	1(2) 	the said building is made the subject of a
      closure order or demolition order, 



		
      then provided the insurance on the said building shall
      not be vitiated by the act neglect default or omission of the Tenant the
      rent or a part thereof proportionate to the damage sustained shall cease
      to be payable until the said premises shall have been restored or
      reinstated.

	 	 
	2 	
      The Landlord shall be under no obligation to repair or
      reinstate the said premises if in its opinion it is not reasonably
      economical or practicable so to do.

	 	 
	3 	
      If the whole or substantially the whole of the said
      premises shall in the circumstances set out in Clause 1 of this Section
      VII have been destroyed or rendered unfit for use and occupation and shall
      not have been repaired and reinstated within six months of the occurrence
      of the destruction or damage either party shall be entitled at any time
      thereafter before the same are so repaired and reinstated to terminate
      this Agreement by notice in writing to the other.



SECTION VIII 
DEFAULT 

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

	1 	
      Default

	 	 
		
      If the rent or any part thereof shall be unpaid for
      fourteen days after the same shal1 become payable (whether legally or
      formally demanded or not) or if the Tenant shall
fail or neglect to observe or perform at1y of the agreements
      stipulations or conditions herein contained and on the Tenant' s part to
      be observed and performed or if the Tenant shall become bankrupt or being
      a corporation shall go into liquidation or if any petition shall be filed
      for the winding up of the Tenant or if the Tenant shall otherwise become
      insolvent or make any composition or arrangement with creditors or shall
      suffer any execution to be levied on the said premises or otherwise on the
      Tenant's goods then and in any such case it shall be lawful for the
      Landlord at any time thereafter to re-enter on the said premises or any
      part thereof in the name of the whole whereupon this Agreement shall
      absolutely cease and determine but without prejudice to any right of
      action by the Landlord in respect of any outstanding breach or
      non-observance or non-performance of any of the agreements stipulations
      and conditions herein contained and on the Tenant's part to be observed
      and performed and to the Landlord's right to deduct all loss and damages
      thereby incurred from the deposit paid by the Tenant in accordance with
      Section IX hereof and without prejudice to the Landlord's right of
      forfeiture thereof.







Section VIII 

	2 	
      Exercise of right

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

	 	 
	3 	
      Acceptance of rent

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

	 	 
	4 	
      Acts of contractors servants agents licensees
      customers

	 	 
		
      For the purpose of these presents the negligence or act
      neglect default or omission of any contractor servant agent licensee or
      customer of the Tenant shall be deemed to be the negligence or act neglect
      default or omission of the Tenant.

	 	 
	5 	
      Distraint

	 	 
		
      For the purposes of distress for rent in terms of Part
      111 of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) or any
      statutory modification or re-enactment for the time being in force and of
      these presents the rent payable in respect of the said premises shall be
      and be deemed to be in arrears if not paid in advance at the times and in
      manner hereinbefore provided for payment thereof.



E 




Section VIII / IX 

	6 	
      Interest, legal costs and supply of information to
      agents

	 	 
		
      The Landlord shall have the right without prejudice to
      any other right or remedy hereunder to charge interest at three per cent
      over the best lending rate from time to time of The Hong Kong &
      Shanghai Banking Corporation Limited in respect of any payments to be made
      to the Landlord under Clauses 1 and 2 of Section 11 as shall be more than
      fourteen days in arrears and such interest shall be payable from the date
      upon which such payment in arrears fell due and not fourteen days
      thereafter. The Landlord shall further be entitled to recover from the
      Tenant as a debt all Solicitors' and/or Counsel's fees (on a solicitor and
      own client basis) and court fees incurred by the Landlord for the purpose
      of recovering any rent in arrears and/or other moneys unpaid or any part
      thereof from the Tenant or in enforcing any of the provisions of this
      Agreement against the Tenant and the Landlord shall further be entitled to
      supply to such solicitors counsel enquiry or collection agents as the
      Landlord may appoint such information or personal data in the possession
      of the Landlord concerning the Tenant as may be necessary for any of the
      purposes aforesaid without the further consent of the Tenant being
      obtained.



SECTION IX 
DEPOSIT 

	1 	
      Deposit

	 	 
		
      The Tenant shall on the signing hereof deposit with the
      Landlord the sum specified as the deposit in the Schedule to secure the
      due observance and performance by the Tenant of the agreements
      stipulations and conditions herein contained and on the Tenant's part to
      be observed and performed. The said deposit shall be retained by the
      Landlord throughout the said term free of any interest to the Tenant and
      in the event of any breach or non- observance or non-performance by the
      Tenant of any of the agreements stipulations or conditions aforesaid the
      Landlord shall be entitled to terminate this Agreement in which event the
      said deposit may be forfeited to the Landlord. Notwithstanding the
      foregoing the Landlord may at its option elect not to terminate this
      Agreement but to deduct from . the deposit the amount of any monetary loss
      incurred by the Landlord in consequence of the breach non-observance or
      non-performance by the Tenant in which event the Tenant shall as a
      condition precedent to the continuation of the tenancy deposit with the
      Landlord the amount so deducted and if the Tenant shall fail so to do the
      Landlord shall forthwith be entitled to re-enter on the said premises or
      any part thereof in the name of the whole and to determine this Agreement
      in which event the deposit may be forfeited to the Landlord as
      hereinbefore provided.







Section IX / X 

	2 	
      Increase in deposit

	 	 
		
      If there shall for whatever reason be any increase or
      increases in the rent and/or rates and/ or air-conditioning charge and/or
      service charge during the said term the Tenant shall upon such increase
      becoming applicable pay to the Landlord by way of an increase in the said
      deposit a sum proportional to the said increase in rent rates
      air-conditioning charge and/or service charge and the payment of such
      amount shall be a condition precedent to the continuation of the
      tenancy.

	 	 
	3 	
      Repayment of deposit

	 	 
		
      Subject as aforesaid the said deposit shall be refunded
      to the Tenant by the Landlord without interest within thirty days after
      the expiration of this Agreement and the delivery of vacant possession to
      the Landlord or within thirty days of the settlement of the last
      outstanding c1aim by the Landlord against the Tenant in respect of any
      breach non- observance or non-performance of any of the agreements
      stipulations or conditions herein contained and on the part of the Tenant
      to be observed and performed whichever is the later.

	 	 
	4 	
      Transfer of deposit

	 	 
		
      On an assignment by the Landlord of its reversionary
      interest the Landlord may transfer the said deposit to the assignee of the
      Landlord's reversion (the ”Assignee") subject to the Landlord procuring
      prior to the transfer a covenant from the Assignee in favour of the Tenant
      that the Assignee shall hold the said deposit upon and subject to the
      terms of this Section IX whereupon the Landlord shall thereby be released
      from any and all further ob1igations to the Tenant or otherwise in respect
      of the said deposit.



SECTION X 
REGULATIONS 

	1 	
      Introduction of Regulations

	 	 
		
      The Landlord reserves the right for itself and/or for the
      building manager if appointed by the Landlord from time to time and by
      notice in writing to the Tenant to make and introduce and subsequently
      amend adapt or abo1ish if necessary such Regulations as it may consider
      necessary for the better operation and management of the commercial part
      of the said building as office premises and/or for the use of the carpark
      in the said bui1ding and/or its recreational areas and outdoor
      facilities.







Section X / XI 

	2 	
      Conflict

	 	 
		
      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.



SECTION XI 
MARKET RENTAL 


	1 	
      Determination of market rental

	 	 
		
      In respect of each period of the said term in relation to
      which reference is made to market rental the same shall be determined as
      follows :-




		1(1) 	During the penultimate month of the period
      immediately preceding the period in question the Landlord shall notify the
      Tenant of the Landlord's assessment of the market rental for the period in
      question and the Tenant shall within fourteen days of such notice lodge
      with the Landlord a written notice accepting or objecting to the
      Landlord's assessment. If the Tenant shall fail to lodge such notice
      within the time limit as aforesaid then the Landlord's assessment shall be
      and be deemed to be the market rental for the period in question (in which
      respect time shall be of the essence). 
	 	 	 
		1 (2) 	In the event that the Tenant shall within the
      time limit aforesaid lodge a notice objecting to the Landlord's assessment
      then if within fourteen days of the lodging of the Tenant's objection
      notice the parties fail or are otherwise unable to agree the market rental
      for the period in question either party may by notice in writing require
      the same to be determined by arbitration. 
	 	 	 
		1(3) 	The arbitration shall be held before a single
      arbitrator and shall be conducted in accordance with the provisions of the
      Arbitration Ordinance (Cap. 341) or any statutory amendment or
      modification thereof for the time being in force. 
	 	 	 
		1(4) 	The arbitrator shall be a surveyor practising
      in Hong Kong to be appointed in default of agreement between the parties
      by the President for the time being of the Hong Kong Institute of
      Surveyors. 
	 	 	 
		1(5) 	The arbitrator shall be required to determine
      the sum which in his opinion represents a fair market rental for the said
      premises for the period in question on the assumptions that



Section XI 





	 		1(5)(a) 	the said premises are available to be let by a
      willing landlord to a willing tenant by one lease without a premium from
      either party and with vacant possession; 
	 	 	 	 
	 	 	1(5)(b) 	the covenants in this Agreement on the part of
      the Tenant have been fully performed and observed; 
	 	 	  	
	 		1(5)(c) 	that the lease by which the said premises will
      be let ("hypothetical lease") contains the same terms as this Agreement
      except the amount the rent, the amount of the deposit the term and the
      rent-free periods; 
	 	 	  	
	 	 	1(5)(d) 	that the hypothetical lease is for the term of
      this Agreement remaining unexpired on the first day of the relevant review
      period; 
	 	 	  	
	 		1(5)(e) 	that the said premises have already been fitted
      out and equipped by and at the expense of the incoming tenant so that they
      are capable of being used by the incoming tenant from the beginning of the
      hypothetical lease for all purposes required by the incoming tenant that
      would be permitted under this Agreement; 
	 	 	  	
	 		1(5)(f) 	that no inducement would be received by the
      Tenant from the Landlord and that the rent would not be discounted to
      reflect the absence of any inducement (which for the purpose of this
      Clause means and includes any rent free period or reduced rent period for
      fitting out or otherwise or a concessionary rental or a payment made by a
      landlord to a tenant to cover the cost of fitting-out) or otherwise, or a
      payment by a landlord to third party of any sums due to that third party
      from a tenant or any other benefit received by a tenant from a landlord as
      an inducement to that tenant to enter into a lease of premises and
      includes any number of combination of such things; but disregarding :
  



	 	 	(i) 	
      any effect on rent of the fact that the T e n a n t ,
      anyone deriving title under the Tenant or their predecessors in title have
      been in occupation of the said premises;

	 	 	 	 
	 	 	(ii) 	
      any effect on rental value of the said premises due to
      alterations or works carried out before or after the start of the said
      term by or at the expense of the Tenant, anyone deriving title under the
      Tenant or their predecessors in title;



and such sum as determined by the
arbitrator shall be the rental payable for the period in question. Pending
determination of the arbitration, the rent payable during the period immediately
preceding the period in question shall continue to be payable. Upon
determination of the arbitration the rent for the period in question shall be
adjusted and any increase due by the Tenant or refund due by the Landlord shall
be paid within twenty one days. 




Section XI / XII 

		1(6) 	The expenses of the arbitration shall be borne
      by the Tenant unless the market rental determined by the arbitrator shall
      be less than that assessed by the Landlord in accordance with Clause 1(1)
      of this Section XI in which case the expenses of the arbitration shall be
      borne by the Landlord and the Tenant in equal shares and each party shall
      bear its own costs. 
	 	  	
	 	1 (7) 	Time shall in all respects be of the essence.
    


SECTION XII 
GENERAL 


	1 	
      Landlord and tenant legislation

	 	 
		
      To the extent that the Tenant can lawfully so do the
      Tenant hereby expressly agrees to deprive itself of all rights (if any) to
      protection against eviction or ejectment afforded by any existing or
      future legislation from time to time in force and applicable to the said
      premises or to this tenancy and the Tenant agrees to deliver up vacant
      possession of the said premises to the Landlord on the expiration or
      sooner termination of the tenancy hereby created notwithstanding any rule
      of law or equity to the contrary.

	 	 
	2 	
      Condonation not a waiver

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










Section XII 

	3 	
      Lettingnotices

	 	 
		
      During the three months immediately preceding the
      expiration of the said term the Landlord shall be at liberty to affix and
      maintain without interference upon any external part of the said premises
      a notice stating that the said premises are to be let and such other
      information in connection therewith as the Landlord shall reasonably
      require.

	 	 
	4 	
      Service of notices

	 	 
		
      Any notice required to be served hereunder shall if to be
      served on the Tenant be sufficiently served if addressed to the Tenant and
      sent by prepaid post to or delivered at the said premises or the Tenant's
      last known place of business or residence in Hong Kong and if to be served
      on the Landlord shall be sufficiently served if addressed to the Landlord
      and sent by prepaid post to or delivered at its registered office or any
      other address which the Landlord may notify to the Tenant from time to
      time.

	 	 
	5 	
      No fine

	 	 
		
      The Tenant acknowledges that no fine premium key money or
      other consideration has been paid by the Tenant to the Landlord for the
      grant of this tenancy.

	 	 
	6 	
      Exclusion of warranties




		6(1) 	This Agreement sets out the full agreement
      reached between the parties and no other representations have been made or
      warranties given relating to the Landlord or the Tenant or the said
      building or the said premises including any of the Landlord's plan and
      intention or any changes thereof as covered by and contemplated in Clause
      18 under Section XII hereof and if any such representation or warranty has
      been made given or implied the same is hereby waived. 
	 	  	
		6(2) 	Nothing herein contained or implied nor any
      statement or representation made by or on behalf of the Landlord prior to
      the date hereof shall be taken to be a covenant warranty or representation
      that the said premises can lawfully be used for the use specified herein.
    



	7 	
      Name of building

	 	 
		
      The Landlord reserves the right to name the said building
      with any such name or style as it in its sole discretion may determine and
      at any time and from time to time to change alter substitute or abandon
      any such name and without compensation to the Tenant provided that the
      Landlord shall give the Tenant and the Postal and other relevant
      Government Authorities not less than three months notice of its intention
      so to do.

	 	 
	8 	
      Stamp Duty and costs

	 	 
		
      The stamp duty and registration fees (if any) on this
      Agreement and its counterpart shall be borne by the Landlord and the
      Tenant in equal shares and each party shall pay its own legal costs (if
      any) of and incidental to the preparation and completion of this
      Agreement.







Section XII 

	9 	
      Tenant's obligations not affected

	 	 
		
      This tenancy and the obligation of the Tenant to observe
      and perform the covenants and agreements on the part of the Tenant herein
      contained shall in no way be affected impaired or excused because !he
      Landlord is unable to fulfil or is delayed in fulfIlling any of its
      obligations under this tenancy or is unable to make or is delayed in
      making any repair addition alteration or decoration or is unable to supply
      or is delayed in supplying equipment or service
  hereunder.




	10 	
      No enforcement of third party covenants

	 	 
		
      Nothing herein contained shall confer on the Tenant any
      right to the benefit of or to enforce any covenant or agreement contained
      in any lease or tenancy agreement or any other instrument relating to any
      other part or parts of the said building or to any other premises
      belonging to the Landlord or limit or affect the right of the Landlord Io
      deal with the same now or at any time hereafter in any manner which the
      Landlord may think appropriate and this tenancy shall not be deemed to
      include and shall not operate to convey or let to the Tenant any ways
      liberties privileges easements rights or advantages whatsoever in through
      over or upon any land or premises adjoining or near to the said premises
      except as herein expressly provided.




	11 	
      No implied covenants




	 	11(1) 	The Landlord and/or the building manager if
      appointed by the Landlord shall be under no obligation to provide or
      supply to the Tenant or arrange for the same services or other things as
      the Landlord and/or the building manager if appointed by the Landlord may
      be providing or supplying or arranging to any other part or parts of the
      said building or to any other premises belonging to the Landlord or to its
      other tenants or occupiers thereof, nor to provide or supply or arrange f
      or an services or other things save those services or things which the
      Landlord hereinbefore expressly covenants to provide or supply or arrange
      for. 



		11(2) 	
      Notwithstanding anything in any provision contained in
      this tenancy the Landlord and/or the building manager if appointed by the
      Landlord shall not be liable to the Tenant nor shall the Tenant have any
      claim against the Landlord and/or the building manager if appointed by the
      Landlord in respect of any interruption in any of the services or things
      which the Landlord and/or the building manager if appointed by the
      Landlord provides or supplies or arranges by reason of :





		(i) 	any necessary inspection overhaul repair or
      maintenance of any plant equipment installation or apparatus or damage
      thereto or destruction thereof by reason of electrical mechanical or other
      defect or breakdown, or 
	 	  	  
	 	(i i) 	inclement conditions or shortage of fuel
      materials water or labour, or 
	 	  	  
	 	(iii) 	whole or partial failure or stoppage of any
      mains supply, or 







	 	(iv) 	
      any other circumstances of whatsoever nature beyond the
      control of the Landlord or the building manager if appointed by the
      Landlord.




	12 	
      Changes in common areas

	 	 
		
      The Landlord shall be entitled at any time and from time
      to time to extend or reduce the areas of the entrances landings staircases
      passages lobbies or other parts of the said building intended for common
      use or to make or cause to be made changes or alterations thereto for
      whatsoever reason as may be determined by the Landlord without incurring
      any liability to the Tenant on any account whatsoever.

	 	 
	13 	
      Reservations

	 	 
		
      There is reserved to the Landlord and all other persons
      at any time authorized by the Landlord or otherwise so entit1ed full right
      and liberty at al1 times without the necessity of obtaining consent and
      without compensation :-




		13(1) 	to enter upon and/or pass through the said
      premises for the purpose of access to and egress from any part of the said
      building (including without prejudice to the generality thereof the roof
      plant rooms and meter rooms ducts shafts and lightwells) to which access
      cannot be readily obtained without entry upon the said premises, and

	 	  	
		13(2) 	to enter upon and be in the said premises for
      the purpose of carrying out any inspection repairs or maintenance of or
      other necessary works to any services installations or facilities upon
      over in through or under the said premises and serving other premises
      within the said building where such work cannot reasonably be carried out
      from outside the said premises, the persons exercising such right causing
      as little inconvenience as reasonably practicable and making good al1
      damage thereby occasioned to the said premises or anything thereon, and
  
	 	  	
		13(3) 	to use the external surfaces of the walls
      windows window frames and other parts of the said premises for the
      purposes of repairs maintenance improvements and decoration (whether
      permanent or seasonal) or otherwise together with the right to erect
      attach and retain scaffolding or other structures as shal1 be convenient
      for such purposes. 



	14 	
      Severance

	 	 
		
      If any part of any provision of this Agreement shall to
      any extent be invalid or unenforceable the remainder of such provision and
      al1 other provisions of this Agreement shal1 remain valid and enforceable
      to the fullest extent permitted by law.

	 	 
	15 	
      Tenant's effects

	 	 
		
      The Tenant hereby irrevocably appoints the Landlord as
      its agent to deal with at the Tenant risk and expense any of the Tenant's
      effects left on or about the said premises










Section XII 

		
      for more than seven days after the end of the said term
      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.

	 	 
	16 	
      Use of other premises

	 	 
		
      The Tenant shall not be entitled to complain about nor
      shall the Tenant have any claim against the Landlord in respect of any
      alleged noise or nuisance or interference with its user of the said
      premises due to any operations being carried on in other parts of the said
      building, whether by the Landlord or any other owner or by any of their
      respective tenants licensees or occupiers.

	 	 
	17	
      Deed 01 Mutual Covenants

	 	 
		
      If the Landlord shall at any time cease to be the sole
      registered owner of the said Lot(s) and/or the said building the Landlord
      shall be at liberty to enter into any deed(s) of mutual covenants and/or
      management agreement(s) in relation to the said building as it sees fit
      provided that no such deed of mutual covenants or management agreement
      shall contain any covenant term or condition which shall unreasonably
      limit or restrict the proper use by the Tenant of the said premises
      pursuant to and in accordance with the whole provisions of this
      Agreement.

	 	 
	18 	
      Sale and redevelopment

	 	 
		
      If at any time during the tenancy hereby created the
      Landlord shall enter into a contract for the sale of the said building or
      of any part thereof which shall include the said premises or if the
      Landlord shall resolve to redevelop the said building or any part thereof
      whether wholly by demolition and rebuilding or otherwise, or partially by
      renovation, refurbishment or otherwise (which intention so to redevelop
      shall be sufficiently and conclusively evidenced by a copy of Resolution
      of its Directors certified to be a true and correct copy by its Secretary)
      then in either of such events the Landlord shall be entitled to give six
      clear calendar months' notice in writing expiring at the end of any
      calendar month during the tenancy hereby created terminating this
      Agreement and immediately upon the expiration of such notice this
      Agreement and everything herein contained shall cease and be void and
      neither party shall have any claim against the other in respect . thereof
      but without prejudice to the rights and remedies of either party against
      the other in respect of any antecedent claim or breach of any of the
      agreements or stipulations herein set ou1.











	19 	
      Special conditions





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






Lot(s) (including where the context so admits its successors
City Estates Limited. 

	2. 	The Tenant
      means                          
      METALS LIMITED 
	 	 
	3. 	The said Lot(s)
      means                    
      SECTION B AND THE EXTENSION THERETO AND SECTION D OF KML NO. 11 
	 	 
	4  	The said building
      means               
      TOWER 6,THE GATEWAY,HARBOUR CITY 
	 	 
	5 	The said premises
      means              
      Suites 3702-3704 (37 FLOOR) OF THE SAID BUILDING 
	 	 
		where shall be used for no purpose other than
      as commercial offices only. For the avoidance of doubt, it is hereby
      declared and confirmed that no private sales, sample sales, clearance
      sales or any similar sales or any activities related thereto including but
      without limiting to distribution of circulars or erection or posting up of
      any notices or any marketing activities of any kind may be allowed in any
      circumstances and the floor loading of which shall not exceed 60 lbs, per
      square foot. 
	  	 
	6. 	The said term means the period commencing on
      the15th day of JUNE 2009 and expiring on the 14th day on JUNE
      2009 
	  	 
	7. 	The rent means 
		(a) in respect of the period from the date of
      commencement of the said term to the 14th day of JUNE 2012 the
      sum of Hong Kong Dollars TWO HUNDRED FIFTEEN THOUSAND FOUR HUNDRED AND
      EIGHTEEN ONLY (HK$ 215,418.00) per calendar month 
	  	  
		Provided always that notwithstanding anything
      to the contrary the rent shall only commence to be payable on the
      expiration of the 47 th day from the date upon which the said
      premise are made available to the Tenant. 
	  	  
	8. 	The market rental means the sum determined in
      accordance with the provisions of Clause 1 of Section X1. 
	  	  
	9. 	The air-conditioning charge means the sum
      playable from time to time for the provision of air-conditioning services,
      being Hong Kong Dollars FOURTEEN THOUSAND AND FORT Y NINE ONLY (HK$
      14,049.00) per calendar month at the dare of commencement of the said
      term, subject to increase from time to time either before or after the
      date of commencement of the said term in accordance with the provisions of
      Clause 1(2) of Section 11. 
	  	  
	10. 	The service charge means the sum payable from
      time to time for the provision of building management services, being Hong
      Kong Dollars TEN THOUSAND SEVEN HUNDRED SEVENTY AND CENTS NINETY ONLY (HK$
      10,770.90) per calendar month at the date of commencement of the said
      term, subject to increase from time to time either before or after the
      date of commencement of the said term in accordance with the provisions of
      Clause 1(2) of Section 11. 
	 	 
	11. 	The Deposit means the sum of Hong Kong Dollars
      ONE MILLION TWO Hl1NDRED FIFTI' FIVE THOUSAND FORTY FOUR AND CENTS FIFTY
      ONLY (HK$ 1,255,044.50) subject to increase from time to time in
      accordance with the provisions of Clause 2 of Section IX. 
	  	  
	12. 	The building manager means the person company
      or firm (if any) from time to time responsible for the proper management
      of the said building pursuant to any appointment either by the Landlord or
      under a deed of mutual covenant or management agreement.







EXECUTION 

	SIGNED by DAVE W.K. SIU ) 
for and on behalf
      of the Landlord/ 
duly authorized agent of the Landlord 	
    



	SIGNED by 
TANG HAO 
the Tenant/for and
      
on behalf of the Tenant 
in the presence of :- 	
    






ANNEXURES 



. . . . . . 












APPENDIX 


Landlord's Standard Specifications: 

	
(1) 		
Concrete floor with screeding;

	
	 	 
	
(2) 		
Rendered and painted walls and columns;

	
	 	 
	
(3) 		
Suspended ceiling with acoustic tiles in place and standard light fittings (without wiring) in a standard layout;

	
	 	 
	
(4) 		
Automatic smoke detectors in lift lobby and plant rooms only and sprinkler system in a standard layout;

	
	 	 
	
(5) 		
Air-conditioning system with ducting and A/C outlets in a standard layout;

	
	 	 
	
(6) 		
Standard rating electricity supply terminated at a plug-in unit or the distribution board, as the case may be , i n t he meter room;

	
	 	 
	
(7) 		
3-compartment ceiling and under floor trunking for power, and telephone and data communications;

	
	 	 
	
(8) 		
Standard entrance door (for sub-divided floor only).