Goldenway, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

HARBOUR CITY ESTATES LIMITED 
(as the Landlord) 


and GOLDENWAY PRECIOUS METALS LIMITED 

(as the Tenant) 

ADDENDUM 

In respect of 

Suite 3701, 37th Floor Tower6, The Gateway Harbour City 






This ADDENDUM is made the day of between HARBOUR CITY ESTATES
LIMITED (hereinafter called “the Landlord") the registered owner of the piece or
parcel of land registered at the Land 0ffice as SECTION B AND THE EXTENSION
THERETO AND SECTION D OF KML NO.11 (hereinafter called “the said Lot") of Suite
1611, 16th Floor, Ocean Centre Harbour City, Kowloon (including where the
context so admits its successors and assigns) of the one part and GOLDENWAY
PRECIOUS METALS LIMITED whose office is situate at Suites 3702-4, 37th Floor
Tower 6The Gateway, Harbour City9 Canton Road, Tsim Sha Tsui, Kowloon
(hereinafter called “the Tenant") of the other part 

WHEREAS by an agreement dated 29th June 2009 made between the
Tenant and the Landlord (hereinafter called “the Tenancy Agreement") the
Landlord has let and the Tenant has taken all that portion of the building
erected on the said Lot (commonly known as Tower 6The Gateway, Harbour City)
which portion is comprised of Suites 3702-437th Floor, as more
particularly described in paragraph 5 of the Schedule to the Tenancy Agreement
and delineated in pink on the plan annexed thereto (hereinafter called “the said
premises") for a term of Three Years commencing from 15th June 2009 and expiring
on 14th June 2012 (hereinafter called “the said term") on the terms and
conditions therein specified. 

WHEREAS the Tenant is now desirous of leasing from the Landlord
Suite 3701, 37th Floor, Tower 6The Gateway, Harbour City of an area
approximately 2518 sq. ft. gross which is more particularly delineated and
marked green on Exhibit A hereto (hereinafter called “the Additional Area") in
addition to the said premises commencing from 15th November 2010 to the
expiration of the 14th June 2012 and the Landlord has agreed to let the
Additional Area to the Tenant on the terms that the Additional Area shall be let
as an extension of the said premises under the Tenancy Agreement on the terms
and conditions hereinafter appearing. 

NOW IT IS HEREBY AGREED as follows:- 

	1 	
      The Landlord shall let and the Tenant shall take the
      Additional Area as an extension of the said premises under the Tenancy
      Agreement from 15th November 2010 to the expiration of
      14th June 2012.

	 	 
	2 	
      The following amendments to the Tenancy Agreement shall
      take effect as from 15th November 2010:-




	 	a. 	
      The whole of paragraph 5 of the
      Schedule to the Tenancy Agreement shall b deleted and substituted by the
      followings: -



 



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	5. 	
      The said premises means:




	 	(a) 	
      Suites 3702-4 'On the 37th Floor of the said building
      (“the First Premises"); and

	 	 	 
	 	(b) 	
      Suite 3701 'On the 37th Floor of the said building (“the
      Second Premises")



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 sale, sample sales clearance sales or any
similar sales or any activities related thereto including but without limiting
to the 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 shal1 not exceed 601bs. per square foot. 

	 	b. 	
      The whole of paragraph 6 of the Schedule to the Tenancy
      Agreement shall be deleted and substituted by the
  fol1owings:




		6(1) 	The said term means the period commencing from
      the date of commencement to the 14th day of JUNE 2012; and 
	 	  	  
	 	6(2) 	The date of commencement means:




	 	(a) 	
      in respect of the First Premises the 15th day
      of JUNE 2009; and

	 	 	 
	 	(b) 	
      in respect of the Second Premises 15th November,
    2010.




	 	c. 	
      The whole of paragraph 7 of the Schedule to the Tenancy
      Agreement shall be deleted and substituted by the
  fol1owings:




	 	7. 	
      The rent means:-



for the period from the date of
commencement of the said term to the 14th day of JUNE 2012 the aggregate 'Of the
f'Ol1'Owing: 

	 	(a) 	
      in respect of the First Premises, the sum of HONG KONG
      DOLLARS TWO HUNDRED FIFTEEN THOUSAND FOUR HUNDRED AND EIGHTEEN ONLY
      (HK$215,418.00) per calendar month, and



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	 	(b) 	
      in respect of the Second Premises, the sum of HONG KONG
      DOLLARS ONE HUNDRED FIFTEEN THOUSAND EIGHT HUNDRED AND TWENTY EIGHT ONLY
      (HK$115,828.00) per calendar month



Notwithstanding anything to the
contrary and Provided Always that if the Tenant shall have duly and punctually
observed and performed all the agreements stipulations and conditions contained
in this Agreement, the Tenant shall be entitled to enjoy the use and occupation
of the said premises free of rent during the following periods: - 

	 	(a) 	
      in respect of the First Premises:

	 	 	 	 
	 		47 days from 15th June 2009; and
	 	 	 	 
	 	(b) 	
      in respect of the Second Premises:

	 	 	 	 
	 		14 days from 15th November
2010



	 	(hereinafter collectively called the “Rent Free Periods").
      The Tenant shall however be liable to pay air-conditioning charge, service
      charge government rates and all other outgoings during the Rent Free
      Periods. 



	 	d. 	
      The whole of paragraph 9 of the Schedule to the Tenancy
      Agreement shall be deleted and substituted by the
  followings:




	 	9. 	
      The air-conditioning charge means the sum payable from
      time to time for the provision of air-conditioning services, being:
    -




	 	(a) 	
      in respect of the First Premises HONG KONG DOLLARS
      FOURTEEN THOUSAND AND FORTY NINE ONLY (HK$14,049.00)per calendar month at
      the date of commencement of the said term. The charge as from 1st October,
      2010 shal1 be the sum of HONG KONG DOLLARS FOURTEEN THOUSAND FIVE HUNDRED
      SEVENTEEN AND CENTS THIRTY ONLY (HK$14,517.30) per calendar month,
    and




	 	(b) 	
      in respect of the Second Premises HONG KONG DOLLA SEVEN
      THOUSAND EIGHT HUNDRED FIVE AND CEN EIGHTY ONLY (HK$7,805.80) per calendar
      month





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but 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 II of the Tenant
Agreement. 

	 	e. 	
      The whole of paragraph 10 of the Schedule to the Tenancy
      Agreement shall be deleted and substituted by the
  followings:




	 	10. 	
      The service charge means the sum payable From time to
      time for the provision of building management services,
  being:




	 	(a) 	
      in respect of the First Premises HONG KONG DOLLARS TEN
      THOUSAND SEVEN HUNDRED SEVENTY AND CENTS NINETY ONLY (HK$10,770.90) per
      calendar month, and

	 	 	 
	 	(b) 	
      in respect of the Second Premises HONG KONG DOLLARS FIVE
      THOUSAND SEVEN HUNDRED NINETY ONE AND CENTS FORTY ONLY (HK$5,791.40) per
      calendar month



but 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 II of the Tenancy
Agreement. 

	 	f. 	
      The whole of paragraph 11 of the Schedule to the Tenancy
      Agreement shall be deleted and substituted by the followings: -

	 	 	 
	 		
      The deposit means the sum of HONG KONG DOLLARS ONE
      MILLION SIX HUNDRED SIXTY THOUSAND SIX HUNDRED NINETY SIX AND CENTS TEN
      ONLY (HK$1,660,696.10), subject to increase from time to time in
      accordance with the provisions of Clause 2 of Section
IX.




	 	g. 	
      The following paragraph shall be incorporated into the
      Tenancy Agreement and shall be read and construed as Clause 19 of Section
      XII of the Tenancy Agreement:




	 	19 (1) 	
      The Landlord consents the Tenant upon the commencement of
      said term in respect of Second Premises of the said building to out the
      following works to adjoin the First Premises and the Premises of the said
      building into a single unit:








	 	(i) 	
      to demolish the inter-tenancy partition wall as marked
      red on Exhibit B annexed hereto (hereinafter called the “Wall");
  and

	 	 	 
	 	(ii) 	
      to reticulate all mechanical and electrical services in
      relation thereof;



and the Tenant agrees and confirms
that the above works shall be subject to the Landlord's prior approval and in
accordance with the Landlord's specifications and at the Tenant's own costs and
expenses and the Landlord will charge the Tenant a handling and co-ordination
fee of 10% of the total costs of work to be done by the Landlord's nominated
contractors. 

	 	19(2) 	
      The Landlord agrees that the Tenant shall not be required
      to reinstate the Wall upon expiration or sooner determination of this
      tenancy.

	 	 	 	 
	 	19(3) 	
      Save and except as stated in (2) above, the Tenant shall
      upon expiration or sooner determination of this tenancy, yield up the said
      premises in accordance with the provisions as contained in Clause 24 of
      Section III of the Tenancy Agreement.




	3. 	
      The plan annexed to the Tenancy Agreement (hereinafter
      called “the original plan") shall be replaced by the plan on Exhibit B
      hereto and all references in the Tenancy Agreement to “the plan(s)
      annexed" shall be read and construed as referring to the plan on Exhibit B
      hereto in substitution for the original plan.

	 	 
	4. 	
      This Addendum is supplemental to the Tenancy Agreement
      and shall be read and construed as a part thereof and every reference in
      the Tenancy Agreement to “this Agreement" shall mean the Tenancy Agreement
      as amended by this Addendum.

	 	 
	5. 	
      Save and accept as hereby varied, all other agreements
      stipulations and conditions in the Tenancy Agreement shall remain
      unchanged and continue in full force and effect in all
  respects.




	6. 	
      The cost and stamp duty incidental to preparation of this
      Addendum shall be borme the parties hereto in equal
  shares.



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



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SIGNATURES 

SIGNEDBY 

	Of HARBOUR CITY ESTATES LIMITED 
as the
      Landlord/for and on behalf of 
the Landlord 
in the presence of: 	
    



	of GOLDENWAY PRECIOUS 
METALS LIMITED 
as
      the Tenant/for and on behalf of 
the Tenant 
in the presence of: