exv10w2






Exhibit 10.2




Supplemental Agreement to the

Factory Building Lease Agreement



This Supplemental Agreement to the Factory Building Lease Agreement (the “Supplemental Agreement”)
is entered into as of August 11, 2008 (“Effective Date”) in the city of Shanghai, by and
between SHANGHAI KAI HONG TECHNOLOGY CO., LTD. (hereinafter referred to as “DSH”) with its
registered office at No.1 Lane 18 San Zhuang Road, Songjiang Export Processing Zone, Shanghai,
P.R.China and SHANGHAI YUAN HAO ELECTRONIC CO., LTD. (hereinafter referred to as “Yuan Hao”) with
its registered office at No.8 Lane 18 San Zhuang Road, Songjiang Export Processing Zone, Shanghai,
P.R.China. DSH and Yuan Hao are collectively referred to as the “Parties” and individually as a
“Party”.




RECITALS



WHEREAS, both Parties signed a Factory Building Lease Agreement on March 1, 2008 to temporary lease
a factory building from Yuan Hao to temporary support and expand DSH’s manufacturing operations
until the completion of the DSH #2 Building;



WHEREAS, because the construction of the DSH #2 Building cannot be completed within the given
timeframe based on the DSH #2 Building Lease Agreement and DSH cannot stop its previously planned
manufacturing operations that were planned to be carried out in the completed DSH #2 Building;
therefore, DSH decides to temporary carry out its previously planned manufacturing operations in
this temporary leased Factory Building (as defined in the Factory Building Lease Agreement);



WHEREAS, both Parties, based on relevant laws of the People’s Republic of China and the city of
Shanghai, now desire to enter into this Supplemental Agreement with detail terms and conditions to
have Yuan Hao provide additional power supply and factor building related facility services and
property management services to support DSH’s temporary additional manufacturing operations in the
Factory Building (as defined in the Factory Building Lease Agreement);



NOW THEREFORE, in consideration of the premises and of the mutual covenants contained in this
Supplemental Agreement, the Parties agree as follows:



1. Yuan Hao promises to lease a 500 KVA power transformer (the “Power Transformer”) to DSH to
support DSH’s previously planned manufacturing operations that are now to be temporary carried out
in the Factory Building.




 









 







2. Both Parties agree that the lease period for the Power Transformer for the supply of power is
one (1) year and shall begin on May 15, 2008 until May 15, 2009 (the “Lease Period”). The Power
Transformer delivery date shall be May 15, 2008.



3. Both Parties agree that the total cost for the lease of the Power Transformer for the supply of
power shall be Renminbi (“RMB”) 312,821.00, which includes the initial power supply fee of
RMB 101,500, the Power Transformer lease fee of RMB 147,680, the power-line construction and
management fee of RMB 48,000 and the five percent (5%) transaction tax.



4. Both Parties agree that Yuan Hao shall provide DSH with factor building related facility
services and property management services (“Services”) during each month of the Lease Period. DSH
agree to pay Yuan Hao for these Services each month. The total fees for these Services shall be
calculated based on the actual Services expense incurred at the end of each month of the Lease
Period. Yuan Hao shall provide monthly Services expense invoice to DSH at the end of every month
of the Lease Period, showing actual Services provided and expense incurred on behalf of DSH.



5. DSH shall pay the total cost for the lease of the Power Transformer in RMB to a RMB bank account
as designated by Yuan Hao on a date designated by Yuan Hao.



6. If either Party terminates this Supplemental Agreement prior to the expiration date of the Lease
Period, the Party that terminates this Supplemental Agreement shall pay damages to the other Party
to compensate for such Party’s actual financial losses. The amount of damages shall include, but
not be limited to, the reasonable profits, out-of-pocket costs, legal service fees, Court fees,
arbitration fees, accounting fees and removal or relocation fees.



7. During the Lease Period, Yuan Hao shall be responsible for repairing all damages to and
maintaining the Power Transformer and related equipments that are not the result of improper use by
DSH. Yuan Hao shall also be responsible for all costs for repairing and maintaining the Power
Transformer and related equipments that are not the result of improper use by DSH. DSH shall be
responsible for all repair costs arising from improper usage of the Power Transformer and related
equipments. Yuan Hao shall be entitled to inspect the Power Transformer and related equipments at
reasonable intervals and upon reasonable notice to DSH. DSH shall provide assistance to allow such
inspections.



8. Yuan Hao hereby warrants that if for some special reason that Yuan Hao cannot continue to
fulfill its obligations under this Supplemental Agreement and causes financial losses to DSH, Yuan
Hao shall compensate DSH for DSH’s financial losses. In case Yuan Hao mortgages the Power
Transformer or related equipments leased to DSH


 









 






to a third party and the mortgage transaction
causes financial losses to DSH, Yuan Hao shall compensate DSH for DSH’s financial losses.



9. This Supplemental Agreement shall become effective after the legal representatives or authorized
representatives of both Parties affix their signatures and company seals on this Supplemental
Agreement.



10. The Supplemental Agreement is made and executed in Chinese and English, both versions having
equal validity except as prohibited by law.



11. In the event of any dispute, difference, controversy or claim arising out of or related to this
Supplemental Agreement, including, but not limited to, any breach, termination or validity of this
Supplemental Agreement (the “Dispute”), both Parties shall resolve the Dispute based on Article 15
of the Factory Building Lease Agreement. The provisions of this Article 10 shall be separable from
the other terms of the Supplemental Agreement. Neither the terminated nor the invalidity of the
Supplemental Agreement shall affect the validity of the provisions of this Article 10.



12. The validity, interpretation and implementation of this Supplemental Agreement and the
settlement of Disputes shall be governed by relevant laws of the People’s Republic of China and
regulations that are officially promulgated and publicly available.



13. Any amendment to this Supplemental Agreement shall be in writing and duly signed by both
Parties. Such amendment shall constitute a part of this entire Supplemental Agreement. This
Supplemental Agreement and any amendment to this Supplemental Agreement shall constitute a part of
the Factory Building Lease Agreement. Both Parties acknowledge that they are aware of their
respective rights, obligations and liabilities and will perform their obligations under this
Supplemental Agreement in accordance with the provisions of this Supplemental Agreement. If any
Article or provision of this Supplement Agreement is in conflict with any Article or provision of
the Factory Building Lease Agreement, the Article or provision of the Factory Building Lease
Agreement shall trump and replace any conflicting Article or provision in this Supplemental
Agreement.



14. Any notice or written communication requited or permitted by this Supplemental Agreement shall
be made in writing in Chinese and English and sent by courier service. The date of receipt of a
notice or communication shall be deemed to be seven (7) days after the letter is deposited with the
courier service provided the deposit is evidenced by a confirmation receipt. All notice and
communications shall be sent to the appropriate address set forth below, until the same is changed
by notice given in writing to the other Party.



To: DSH



Address:      No.1 Lane 18 San Zhuang Road, Songjiang Export Processing Zone, Shanghai,
P.R.China






 









 







Attn.: Shanghai Kai Hong Technology Co., Ltd.



To: Yuan Hao



Address: No.8 Lane 18 San Zhuang Road, Songjiang Export Processing Zone, Shanghai, P.R.China



Attn.: Shanghai Yuan Hao Electronic Co., Ltd.



15. This Supplemental Agreement comprises the entire understanding between the Parties with respect to its subject
matters and supersedes any previous or contemporaneous communications, representations, or
agreements, whether oral or written. For purposes of construction, this Supplemental Agreement will
be deemed to have been drafted by both Parties. No modification of this Supplemental Agreement will
be binding on either Party unless in writing and signed by an authorized representative of each
Party.




	 	 	 	 	 	 	 	 	 
	Shanghai Kai Hong Technology Co., Ltd.	 	Shanghai Yuan Hao Electronic Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Authorized Representative	 	Authorized Representative	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	Date: